Exhibit 10.1


 


Amended and Restated SI International Deferred Compensation Plan


Master Plan Document


 


Effective December 31, 2008

(except as otherwise provided)


 

















 


Amended and Restated SI
International Deferred Compensation Plan


Master Plan Document


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2

  	
   

  	
  Selection, Enrollment,
  Eligibility

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Selection by Committee

  	
  8

  
	
  2.2

  	
   

  	
  Enrollment and Eligibility
  Requirements; Commencement of Participation

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3

  	
   

  	
  Deferral Commitments/Company
  Contribution Amounts

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Maximum Deferral

  	
  9

  
	
  3.2

  	
   

  	
  Timing of Deferral Elections;
  Effect of Election Form

  	
  9

  
	
  3.3

  	
   

  	
  Withholding and Crediting of
  Annual Deferral Amounts

  	
  11

  
	
  3.4

  	
   

  	
  Company Contribution Amount

  	
  11

  
	
  3.5

  	
   

  	
  Company Restoration Matching
  Amount

  	
  11

  
	
  3.6

  	
   

  	
  Vesting

  	
  12

  
	
  3.7

  	
   

  	
  Crediting/Debiting of Account
  Balances

  	
  13

  
	
  3.8

  	
   

  	
  FICA and Other Taxes

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4

  	
   

  	
  Scheduled Distribution;
  Unforeseeable Emergencies

  	
  15

  
	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Scheduled
  Distributions

  	
  15

  
	
  4.2

  	
   

  	
  Postponing
  Scheduled Distributions

  	
  15

  
	
  4.3

  	
   

  	
  Other Benefits Take Precedence
  Over Scheduled Distributions

  	
  16

  
	
  4.4

  	
   

  	
  Unforeseeable Emergencies

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5

  	
   

  	
  Change in Control Benefit

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Change
  in Control Benefit

  	
  16

  
	
  5.2

  	
   

  	
  Payment
  of Change in Control Benefit

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6

  	
   

  	
  Retirement Benefit

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Retirement Benefit

  	
  17

  
	
  6.2

  	
   

  	
  Payment of Retirement Benefit

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7

  	
   

  	
  Termination Benefit

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Termination Benefit

  	
  18

  
	
  7.2

  	
   

  	
  Payment of Termination Benefit

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8

  	
   

  	
  Disability Benefit

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Disability Benefit

  	
  19

  
	
  8.2

  	
   

  	
  Payment of Disability Benefit

  	
  19

  



 


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Amended
and Restated SI International Deferred Compensation Plan


Master Plan Document


 


	
  ARTICLE 9

  	
   

  	
  Death Benefit

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Death Benefit

  	
  20

  
	
  9.2

  	
   

  	
  Payment of Death Benefit

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10

  	
   

  	
  Beneficiary Designation

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Beneficiary

  	
  20

  
	
  10.2

  	
   

  	
  Beneficiary Designation;
  Change; Spousal Consent

  	
  20

  
	
  10.3

  	
   

  	
  Acknowledgement

  	
  20

  
	
  10.4

  	
   

  	
  No Beneficiary Designation

  	
  20

  
	
  10.5

  	
   

  	
  Doubt as to Beneficiary

  	
  21

  
	
  10.6

  	
   

  	
  Discharge of Obligations

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11

  	
   

  	
  Leave of Absence

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Paid Leave of Absence

  	
  21

  
	
  11.2

  	
   

  	
  Unpaid Leave of Absence

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12

  	
   

  	
  Termination of Plan, Amendment
  or Modification

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Termination of Plan

  	
  21

  
	
  12.2

  	
   

  	
  Amendment

  	
  22

  
	
  12.3

  	
   

  	
  Plan Agreement

  	
  22

  
	
  12.4

  	
   

  	
  Effect of Payment

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTCLE 13

  	
   

  	
  Administration

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Committee Duties

  	
  22

  
	
  13.2

  	
   

  	
  Administration Upon Change In
  Control

  	
  22

  
	
  13.3

  	
   

  	
  Agents

  	
  23

  
	
  13.4

  	
   

  	
  Binding Effect of Decisions

  	
  23

  
	
  13.5

  	
   

  	
  Indemnity of Committee

  	
  23

  
	
  13.6

  	
   

  	
  Employer Information

  	
  23

  
	
  13.7

  	
   

  	
  DeMinimus Distribution

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14

  	
   

  	
  Other Benefits, Agreements and
  Payment Conditions

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Coordination with Other
  Benefits

  	
  23

  
	
  14.2

  	
   

  	
  Delayed Payment for Certain
  Purposes

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15

  	
   

  	
  Claims Procedures

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  Presentation of Claim

  	
  24

  
	
  15.2

  	
   

  	
  Notification of Decision

  	
  24

  
	
  15.3

  	
   

  	
  Review of a Denied Claim

  	
  25

  
	
  15.4

  	
   

  	
  Decision on Review

  	
  25

  
	
  15.5

  	
   

  	
  Legal Action

  	
  25

  



 


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Amended
and Restated SI International Deferred Compensation Plan


Master Plan Document


 


	
  ARTICLE 16

  	
   

  	
  Trust

  	
  25

  
	
   

  	
   

  	
   

  	
   

  
	
  16.1

  	
   

  	
  Establishment of the Trust

  	
  25

  
	
  16.2

  	
   

  	
  Interrelationship of the Plan
  and the Trust

  	
  26

  
	
  16.3

  	
   

  	
  Distributions From the Trust

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17

  	
   

  	
  Miscellaneous

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  17.1

  	
   

  	
  Status of Plan

  	
  26

  
	
  17.2

  	
   

  	
  Unsecured General Creditor

  	
  26

  
	
  17.3

  	
   

  	
  Employer’s Liability

  	
  26

  
	
  17.4

  	
   

  	
  Nonassignability

  	
  26

  
	
  17.5

  	
   

  	
  Not a Contract of Employment

  	
  27

  
	
  17.6

  	
   

  	
  Furnishing Information

  	
  27

  
	
  17.7

  	
   

  	
  Terms

  	
  27

  
	
  17.8

  	
   

  	
  Captions

  	
  27

  
	
  17.9

  	
   

  	
  Governing Law

  	
  27

  
	
  17.10

  	
   

  	
  Notice

  	
  27

  
	
  17.11

  	
   

  	
  Successors

  	
  27

  
	
  17.12

  	
   

  	
  Spouse’s Interest

  	
  28

  
	
  17.13

  	
   

  	
  Validity

  	
  28

  
	
  17.14

  	
   

  	
  Incompetent

  	
  28

  
	
  17.15

  	
   

  	
  Domestic Relations Orders

  	
  28

  
	
  17.16

  	
   

  	
  Distribution in the Event of
  Income Inclusion Under Code Section 409A

  	
  28

  
	
  17.17

  	
   

  	
  Deduction Limitation on Benefit
  Payments

  	
  28

  



 


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Amended and Restated SI International Deferred
Compensation Plan


Master
Plan Document


 


Purpose


 


The purpose of this Plan is to provide specified
benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business
success of SI International, Inc., a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. 
This Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.


 


This Plan is intended to amend and supersede the SI
International, Inc. Non-Qualified Deferred Compensation Basic Plan
Document and the Adoption Agreement, both effective as of January 2005.


 


With respect to all amounts deferred before, on, or
after January 1, 2005, this Plan is intended to comply with all applicable
law, including Code Section 409A and related Treasury guidance and
Regulations, and shall be operated and interpreted in accordance with this
intention.  In order to transition to the
requirements of Code Section 409A and related Treasury Regulations, the
Committee may make available to Participants certain transition relief provided
under Notice 2007-86, as described more fully in Appendix A of this Plan.


 


ARTICLE 1

Definitions


 


For the purposes of this Plan, unless otherwise
clearly apparent from the context, the following phrases or terms shall have
the following indicated meanings:


 


1.1           “Account Balance” shall
mean, with respect to a Participant, an entry on the records of the Employer
equal to the sum of the Participant’s Annual Accounts.  The Account Balance shall be a bookkeeping
entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to this Plan.


 


1.2           “Annual Account” shall
mean, with respect to a Participant, an entry on the records of the Employer
equal to (a) the sum of the Participant’s Annual Deferral Amount, Company
Contribution Amount and Company Restoration Matching Amount for any one Plan
Year, plus (b) amounts credited or debited to such amounts pursuant to
this Plan, less (c) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to the Annual Account for
such Plan Year.  The Annual Account shall
be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.


 


1.3           “Annual Deferral Amount”
shall mean that portion of a Participant’s Base Salary, Bonus, Commissions, and
Director Fees (as applicable) that a Participant defers in accordance with Article 3
for any one Plan Year, without regard to whether such amounts are withheld and
credited during such Plan Year.


 


1.4           “Annual Installment
Method” shall mean the method used to determine the amount of each payment due
to a Participant who has elected to receive a benefit over a period of years in
accordance with the applicable provisions of the Plan.  The amount of each annual payment due to the
Participant shall be calculated by multiplying the balance of the Participant’s
benefit by a fraction, the numerator of which is one and the denominator of
which is the remaining number of 


 


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Amended and Restated SI International Deferred
Compensation Plan


Master Plan Document


 


annual payments due to the Participant. 
The amount of the first annual payment shall be calculated as of the
close of business on or around  the Participant’s Benefit Distribution Date,  and the amount of each subsequent annual
payment shall be calculated on or around each anniversary of such Benefit
Distribution Date.  For purposes of this Plan, the right to
receive a benefit payment in annual installments shall be treated as the
entitlement to a single payment.


 


1.5           “Base Salary” shall
mean the annual cash compensation relating to services performed during any
calendar year, excluding distributions from nonqualified deferred compensation
plans, bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, director fees and
other fees, and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are included in
the Employee’s gross income).  Base
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or
nonqualified plans of any Employer and shall be calculated to include amounts
not otherwise included in the Participant’s gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any
Employer; provided, however, that all such amounts will be included in
compensation only to the extent that had there been no such plan, the amount
would have been payable in cash to the Employee.


 


1.6           “Beneficiary” shall
mean one or more persons, trusts, estates or other entities, designated in
accordance with Article 10, that are entitled to receive benefits under
this Plan upon the death of a Participant.


 


1.7           “Beneficiary
Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to
designate one or more Beneficiaries.


 


1.8           “Benefit Distribution
Date” shall mean the date upon which all or an objectively determinable portion of
a Participant’s vested benefits will become eligible for
distribution.  Except as otherwise
provided in the Plan, a Participant’s Benefit Distribution Date shall be
determined based
on the earliest to occur of an event or scheduled date set forth in Article 4
through Article 9, as applicable.


 


1.9           “Board” shall mean the
board of directors of the Company.


 


1.10         “Bonus” shall mean any
compensation earned by a Participant under any Employer’s annual bonus and cash
incentive plans.


 


1.11         “Change in Control” shall
mean the occurrence of a “change in the ownership,” a “change in the effective
control” or a “change in the ownership of a substantial portion of the assets”
of a corporation, as determined in accordance with this Section.


 


In order for an event described below to constitute a
Change in Control with respect to a Participant, except as otherwise provided
in part (b)(ii) of this Section, the applicable event must relate to the
corporation for which the Participant is providing services, the corporation
that is liable for payment of the Participant’s Account Balance (or all
corporations liable for payment if more than one), as identified by the
Committee in accordance with Treas. Reg. §1.409A-


 


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Amended and Restated SI International Deferred
Compensation Plan


Master Plan Document


 


3(i)(5)(ii)(A)(2), or such other corporation
identified by the Committee in accordance with Treas. Reg.
§1.409A-3(i)(5)(ii)(A)(3).


 


In determining whether an event shall be considered a “change
in the ownership,” a “change in the effective control” or a “change in the
ownership of a substantial portion of the assets” of a corporation, the
following provisions shall apply:


 


(a)           A “change in the
ownership” of the applicable corporation shall occur on the date on which any
one person, or more than one person acting as a group, acquires ownership of
stock of such corporation that, together with stock held by such person or
group, constitutes more than 50% of the total fair market value or total voting
power of the stock of such corporation, as determined in accordance with Treas.
Reg. §1.409A-3(i)(5)(v).  If a person or
group is considered either to own more than 50% of the total fair market value
or total voting power of the stock of such corporation, or to have effective
control of such corporation within the meaning of part (b) of this
Section, and such person or group acquires additional stock of such
corporation, the acquisition of additional stock by such person or group shall
not be considered to cause a “change in the ownership” of such corporation.


 


(b)           A “change in the
effective control” of the applicable corporation shall occur on either of the
following dates:


 


(i)            The date on which any
one person, or more than one person acting as a group, acquires (or has
acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of such corporation
possessing or 50% or more of the total voting power of the stock of such
corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).  If a person or group is considered to possess
or 50% or more of the total voting power of the stock of a corporation, and
such person or group acquires additional stock of such corporation, the
acquisition of additional stock by such person or group shall not be considered
to cause a “change in the effective control” of such corporation; or


 


(ii)           The date on which a majority of the members of the applicable
corporation’s board of directors is replaced during any 12-month period by
directors whose appointment or election is not endorsed by a majority of the
members of such corporation’s board of directors before the date of the
appointment or election, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vi).  In determining
whether the event described in the preceding sentence has occurred, the
applicable corporation to which the event must relate shall only include a
corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority
shareholder.


 


(c)           A “change in the ownership
of a substantial portion of the assets” of the applicable corporation shall
occur on the date on which any one person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the
corporation 


 


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Amended and Restated SI International Deferred
Compensation Plan


Master Plan Document


 


that have a total gross fair market value
equal to or more than 40%
of the total gross fair market value of all of the assets of the corporation
immediately before such acquisition or acquisitions, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as
a “change in the ownership of a substantial portion of the assets” when such
transfer is made to an entity that is controlled by the shareholders of the
transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).


 


1.12         “Code” shall mean the
Internal Revenue Code of 1986, as it may be amended from time to time.


 


1.13         “Commissions” shall mean
the cash commissions earned by a Participant during a Plan Year, as determined
in accordance with Code Section 409A and related Treasury Regulations.


 


1.14         “Committee” shall mean
the committee described in Article 13.


 


1.15         “Company” shall mean SI
International, Inc., a Delaware corporation, and any successor to all or
substantially all of the Company’s assets or business.


 


1.16         “Company Contribution
Amount” shall mean, for any one Plan Year, the amount determined in accordance
with Section 3.4.


 


1.17         “Company Restoration
Matching Amount” shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.


 


1.18         “Director” shall mean any
member of the board of directors of any Employer.


 


1.19         “Director Fees” shall
mean the annual fees earned by a Director from any Employer, including retainer
fees and meetings fees, as compensation for serving on the board of directors.


 


1.20         “Disability” or “Disabled”
shall mean that a Participant is either (a) unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, or (b) by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Participant’s Employer.  For
purposes of this Plan, a Participant shall be deemed Disabled if determined to
be totally disabled by the Social Security Administration.  A Participant shall also be deemed Disabled
if determined to be disabled in accordance with the applicable disability
insurance program of such Participant’s Employer, provided that the definition
of “disability” applied under such disability insurance program complies with
the requirements of this Section.


 


1.21         “Election Form” shall
mean the form, which may be in electronic format, established from time to time
by the Committee that a Participant completes, signs and returns to the
Committee to make an election under the Plan.


 


1.22         “Employee” shall mean a
person who is an employee of an Employer.


 


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Amended and Restated SI International Deferred
Compensation Plan


Master Plan Document


 


1.23         “Employer(s)” shall be
defined as follows:


 


(a)           Except as otherwise
provided in part (b) of this Section, the term “Employer” shall mean the
Company and/or any of its subsidiaries (now in existence or hereafter formed or
acquired) that have been selected by the Board to participate in the Plan and
have adopted the Plan as a sponsor.


 


(b)           For the purpose of
determining whether a Participant has experienced a Separation from
Service, the term “Employer” shall
mean:


 


(i)            The entity for which the Participant performs
services and with respect to which the legally binding right to compensation
deferred or contributed under this Plan arises; and


 


(ii)           All other entities with which the entity described above would be aggregated and treated as a single
employer under Code Section 414(b) (controlled group of corporations)
and Code Section 414(c) (a group of trades or businesses,
whether or not incorporated, under common control), as applicable.  In order to identify
the group of entities described in the preceding sentence, the Committee shall
use an ownership threshold of at least 50% as a substitute for the 80% minimum
ownership threshold that appears in, and otherwise must be used when applying,
the applicable provisions of (A) Code Section 1563 for determining a
controlled group of corporations under Code Section 414(b), and (B) Treas.
Reg. §1.414(c)-2 for determining the trades or businesses that are under common
control under Code Section 414(c).


 


1.24         “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as it may be amended from time
to time.


 


1.25         “401(k) Plan” shall
mean, with respect to an Employer, a plan qualified under Code Section 401(a) that
contains a cash or deferral arrangement described in Code Section 401(k),
adopted by the Employer, as it may be amended from time to time, or any
successor thereto.


 


1.26         “Participant” shall mean
any Employee or any Director prior to December 31, 2008 (a) who is
selected to participate in the Plan, (b) whose executed Plan Agreement,
Election Form and Beneficiary Designation Form are accepted by the
Committee, and (c) whose Plan Agreement has not terminated.


 


1.27         “Performance-Based
Compensation” shall mean compensation
the entitlement to or amount of which is contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to a
performance period of at least 12 consecutive months, as determined by the
Committee in accordance with Treas. Reg. §1.409A-1(e).


 


1.28         “Plan” shall mean the SI
International Deferred Compensation Plan, which shall be evidenced by this
instrument, as it may be amended from time to time, and by any other documents
that together with this instrument define a Participant’s rights to amounts
credited to his or her Account Balance.


 


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Amended and Restated SI International Deferred
Compensation Plan


Master Plan Document


 


1.29         “Plan Agreement” shall
mean a written agreement in the form prescribed by or acceptable to the
Committee that evidences a Participant’s agreement to the terms of the Plan and
which may establish additional terms or conditions of Plan participation for a
Participant.  Unless otherwise determined
by the Committee, the most recent Plan Agreement accepted with respect to a
Participant shall supersede any prior Plan Agreements for such
Participant.  Plan Agreements may vary
among Participants and may provide additional benefits not set forth in the
Plan or limit the benefits otherwise provided under the Plan.


 


1.30         “Plan Year” shall  mean a period beginning on January 1
of each calendar year and continuing through December 31 of such calendar
year.


 


1.31         “Retirement,” “Retire(s)”
or “Retired” shall mean with respect to a Participant who is an Employee, a
Separation from Service on or after the attainment of age 65, and shall mean
with respect to a Participant who is a Director, a Separation from Service.


 


1.32         “Separation from Service” shall mean a termination of services
provided by a Participant to his or her Employer, whether voluntarily or
involuntarily, other than by reason of death or Disability, as determined by the Committee in
accordance with Treas. Reg.
§1.409A-1(h).  In determining whether a Participant
has experienced a Separation from Service, the following provisions shall apply:


 


(a)           For a Participant who
provides services to an Employer as an Employee, except as otherwise provided in part (c) of this Section, a
Separation from Service shall occur when such Participant has experienced a
termination of employment with such Employer. 
A Participant shall be considered to have experienced a termination of
employment when the facts and circumstances indicate that the Participant and
his or her Employer reasonably anticipate that either (i) no further
services will be performed for the Employer after a certain date, or (ii) that
the level of bona fide services the Participant will perform for the Employer
after such date (whether as an Employee or as an independent contractor) will
permanently decrease to no more than 20% of the average level of bona fide
services performed by such Participant (whether as an Employee or an
independent contractor) over the immediately preceding 36-month period (or the
full period of services to the Employer if the Participant has been providing
services to the Employer less than 36 months).


 


If a Participant is on military leave, sick leave, or
other bona fide leave of absence, the employment relationship between the
Participant and the Employer shall be treated as continuing intact, provided
that the period of such leave does not exceed 6 months, or if longer, so long
as the Participant retains a right to reemployment with the Employer under an
applicable statute or by contract.  If
the period of a military leave, sick leave, or other bona fide leave of absence
exceeds 6 months and the Participant does not retain a right to reemployment
under an applicable statute or by contract, the employment relationship shall
be considered to be terminated for purposes of this Plan as of the first day
immediately following the end of such 6-month period.  In applying the provisions of this paragraph,
a leave of absence shall be considered a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform
services for the Employer.


 


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(b)                                 For a Participant who provides services to an Employer as an
independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service
shall occur upon the expiration of the contract (or in the case of more than
one contract, all contracts) under which services are performed for such
Employer, provided that the expiration of such contract(s) is determined
by the Committee to constitute a good-faith and complete termination of the
contractual relationship between the Participant and such Employer.


 


(c)                                  For a Participant who provides services to an Employer as both an
Employee and an independent contractor, a Separation
from Service generally shall not occur until the Participant has ceased
providing services for such Employer as both as an Employee and as an
independent contractor, as determined in accordance with the provisions set
forth in parts (a) and (b) of this Section, respectively.  Similarly, if a Participant either (i) ceases
providing services for an Employer as an independent contractor and begins
providing services for such Employer as an Employee, or (ii) ceases
providing services for an Employer as an Employee and begins providing services
for such Employer as an independent contractor, the Participant will not be
considered to have experienced a Separation from Service until the Participant
has ceased providing services for such Employer in both capacities, as
determined in accordance with the applicable provisions set forth in parts (a) and
(b) of this Section.


 


Notwithstanding the foregoing provisions in this part
(c), if a Participant provides services for an Employer as both an Employee and
as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the
services provided by such Participant as a Director shall not be taken into
account in determining whether the Participant has experienced a Separation
from Service as an Employee, and the services provided by such Participant as
an Employee shall not be taken into account in determining whether the
Participant has experienced a Separation from Service as a Director.


 


1.33                           “Specified
Employee” shall mean any Participant who is determined to be a “key employee”
(as defined under Code Section 416(i) without regard to paragraph (5) thereof)
for the applicable period, as determined annually by the Committee in
accordance with Treas. Reg.
§1.409A-1(i).  In determining
whether a Participant is a Specified Employee, the following provisions shall
apply:


 


(a)                                  The
Committee’s identification of the individuals who fall within the definition of
“key employee” under Code Section 416(i) (without regard to paragraph
(5) thereof) shall be based upon the 12-month period ending on each December 31st
(referred to below as the “identification date”).  In applying
the applicable provisions of Code Section 416(i) to identify such
individuals, “compensation” shall be determined in accordance with Treas. Reg.
§1.415(c)-2(a) without regard to (i) any safe harbor provided in
Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided
in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided
in Treas. Reg. §1.415(c)-2(g); and


 


(b)                                 Each Participant who is among the individuals
identified as a “key employee” in accordance with part (a) of this Section shall
be treated as a Specified Employee
for 


 


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purposes of this Plan if
such Participant experiences a Separation from Service during the 12-month
period that begins on the April 1st following the applicable
identification date.


 


1.34                           “Trust”
shall mean one or more trusts established by the Company in accordance with Article 16.


 


1.35                           “Unforeseeable
Emergency” shall mean a severe financial hardship of the Participant resulting
from (a) an illness or accident of the Participant, the Participant’s
spouse, the Participant’s Beneficiary or the Participant’s dependent (as
defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and
(d)(1)(b) thereof), (b) a loss of the Participant’s property due to
casualty, or (c) such other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant, all as determined by the Committee based on the relevant facts and
circumstances.


 


1.36                           “Years
of Service” shall mean the total number of full years in which a Participant
has been employed by one or more Employers. 
For purposes of this definition, a year of employment shall be a 365 day
period (or 366 day period in the case of a leap year) that, for the first year
of employment, commences on the Employee’s date of hiring and that, for any
subsequent year, commences on an anniversary of that hiring date.  A partial year of employment shall not be
treated as a Year of Service.


 


ARTICLE 2


Selection,
Enrollment, Eligibility


 


2.1                                 Selection by Committee.  Participation in the Plan shall be limited to
Directors and, as determined by the Committee in its sole discretion, a select
group of management or highly compensated Employees.  From that group, the Committee shall select,
in its sole discretion, those individuals who may actually participate in this
Plan.  Effective December 31, 2008,
Directors shall not be eligible to participate in the plan.


 


2.2                                 Enrollment and Eligibility Requirements;
Commencement of Participation.


 


(a)                                  As
a condition to participation, each selected Employee shall complete, execute
and return to the Committee a Plan Agreement, an Election Form and a
Beneficiary Designation Form by the deadline(s) established by the
Committee in accordance with the applicable provisions of this Plan.  In addition, the Committee shall establish
from time to time such other enrollment requirements as it determines, in its
sole discretion, are necessary.


 


(b)                                 Each
Director or selected Employee who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Committee determines
that the Employee has met all enrollment requirements set forth in this Plan
and required by the Committee, including returning all required documents to
the Committee within the specified time period.


 


(c)                                  If
an Employee fails to meet all requirements established by the Committee within
the period required, that the Employee shall not be eligible to participate in
the Plan during such Plan Year.


 


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ARTICLE 3


Deferral
Commitments/Company Contribution Amounts/


Company
Restoration Matching Amounts/ Vesting/Crediting/Taxes


 


3.1                                 Maximum Deferral.


 


(a)                                  Annual Deferral Amount.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Salary, Bonus,
Commissions, Performance-Based Compensation, and/or Director Fees (as
applicable prior to December 31, 2008) up to the following maximum
percentages for each deferral elected:


 


	
  Deferral

  	
   

  	
  Maximum Percentage

  	
   

  
	
  Base Salary

  	
   

  	
  100

  	
  %

  
	
  Bonus

  	
   

  	
  100

  	
  %

  
	
  Commissions

  	
   

  	
  100

  	
  %

  
	
  Director Fees
  (as applicable)

  	
   

  	
  100

  	
  %

  
	
  Performance-Based
  Compensation

  	
   

  	
  100

  	
  %

  



 


(b)                                 Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year,
then to the extent required by Section 3.2 and Code Section 409A and
related Treasury Regulations, the maximum amount of the Participant’s Base
Salary, Bonus, Commissions, or Director Fees (as applicable) that may be
deferred by the Participant for the Plan Year shall be determined by applying
the percentages set forth in Section 3.1(a) to the portion of such
compensation attributable to services performed after the date that the
Participant’s deferral election is made.


 


3.2                                 Timing of Deferral Elections; Effect of Election
Form.


 


(a)                                  General Timing Rule for Deferral Elections.  Except as otherwise provided in this Section 3.2,
in order for a Participant to make a valid election to defer Base Salary,
Bonus, Commissions, Performance-Based Compensation, and/or Director Fees (as
applicable), the Participant must submit an Election Form on or before the deadline established by the
Committee, which in no event shall be later than the December 31st
preceding the Plan Year in which such compensation will be earned.


 


Any deferral election made in accordance with this Section 3.2(a) shall
be irrevocable; provided, however, that if the Committee permits or requires
Participants to make a deferral election by the deadline described above for an
amount that qualifies as Performance-Based Compensation, the Committee may
permit a Participant to subsequently change his or her deferral election for
such compensation by submitting a new Election Form in accordance with Section 3.2(d) below.  The Committee may permit or require a
Participant to terminate any future deferral elections if the Participant
suffered an Unforeseeable Emergency or received a hardship distribution under
the Company’s tax-qualified plan with a qualified cash or deferred arrangement
under Code Section 401(k).


 


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(b)                                 Timing of Deferral Elections for Newly Eligible
Plan Participants.  A Director or selected Employee who first
becomes eligible to participate in the Plan on or after the beginning of
a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas.
Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the
portion of Base Salary, Bonus, Commissions, and/or Director Fees (as
applicable) attributable to services to
be performed after such election, provided that the Participant submits an Election
Form on or before the deadline
established by the Committee, which in no event shall be later than 30 days
after the Participant first becomes eligible to participate in the Plan.


 


If a deferral election made in accordance with this Section 3.2(b) relates
to compensation earned based upon a specified performance period, the amount
eligible for deferral shall be equal to (i) the total amount of
compensation for the performance period, multiplied by (ii) a fraction,
the numerator of which is the number of days remaining in the service period
after the Participant’s deferral election is made, and the denominator of which
is the total number of days in the performance period.


 


Any deferral election made in accordance with this Section 3.2(b) shall
become irrevocable no later than the 30th day after the date the Director or selected
Employee becomes eligible to participate in the Plan.


 


(c)                                  Timing of Deferral Elections for Performance-Based Compensation.  Subject to the limitations
described below, the Committee may determine that an irrevocable
deferral election for an amount that qualifies as Performance-Based
Compensation may be made by submitting an Election Form on or before the deadline established by the
Committee, which in no event shall be later than 6 months before the end
of the performance period.


 


In order for a Participant to be eligible to make a
deferral election for Performance-Based Compensation in accordance with the
deadline established pursuant to this Section 3.2(c), the Participant must
have performed services continuously from the later of (i) the beginning
of the performance period for such compensation, or (ii) the date upon
which the performance criteria for such compensation are established, through
the date upon which the Participant makes the deferral election for such
compensation.  In no event shall a
deferral election submitted under this Section 3.2(c) be permitted to
apply to any amount of Performance-Based Compensation that has become readily
ascertainable.


 


(d)                                 Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. 
With respect to compensation (i) to which a Participant has a
legally binding right to payment in a subsequent year, and (ii) that is
subject to a forfeiture condition requiring the Participant’s continued
services for a period of at least 12 months from the date the Participant
obtains the legally binding right, the Committee may determine that an
irrevocable deferral election for such compensation may be made by timely
delivering an Election Form to the Committee in accordance with its rules and
procedures, no later than the 30th day after the Participant obtains
the legally binding right to the compensation, provided that the election is
made at least 12 months in advance of the earliest date at which the forfeiture
condition could lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5).


 


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Any deferral election(s) made in accordance with
this Section 3.2(d) shall become irrevocable no later than the 30th
day after the Participant obtains the legally binding right to the compensation
subject to such deferral election(s).


 


3.3                                 Withholding and Crediting of Annual Deferral
Amounts.  For each Plan
Year, the Base Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Base Salary payroll in equal amounts, as adjusted
from time to time for increases and decreases in Base Salary.  The Bonus, Commissions, and/or Director Fees
portion of the Annual Deferral Amount shall be withheld at the time the Bonus,
Commissions, or Director Fees (as applicable) are or otherwise would be paid to
the Participant, whether or not this occurs during the Plan Year itself.  Annual Deferral Amounts shall be credited to
the Participant’s Annual Account for such Plan Year at the time such amounts
would otherwise have been paid to the Participant.


 


3.4                                 Company Contribution Amount.


 


(a)                                  For
each Plan Year, an Employer may be required to credit amounts to a Participant’s
Annual Account in accordance with employment or other agreements entered into
between the Participant and the Employer, which amounts shall be part of the
Participant’s Company Contribution Amount for that Plan Year.  Such amounts shall be credited to the
Participant’s Annual Account for the applicable Plan Year on the date or dates
prescribed by such agreements.


 


(b)                                 For
each Plan Year, an Employer, in its sole discretion, may, but is not required
to, credit any amount it desires to any Participant’s Annual Account under this
Plan, which amount shall be part of the Participant’s Company Contribution
Amount for that Plan Year.  The amount so
credited to a Participant may be smaller or larger than the amount credited to
any other Participant, and the amount credited to any Participant for a Plan
Year may be zero, even though one or more other Participants receive a Company
Contribution Amount for that Plan Year. 
The Company Contribution Amount described in this Section 3.4(b),
if any, shall be credited to the Participant’s Annual Account for the
applicable Plan Year on a date or dates to be determined by the Committee.


 


(c)                                  If
not otherwise specified in the Participant’s employment or other agreement
entered into between the Participant and the Employer, the amount (or the
method or formula for determining the amount) of a Participant’s Company
Contribution Amount shall be set forth in writing in one or more documents,
which shall be deemed to be incorporated into this Plan in accordance with Section 1.28,
no later than the date on which such Company Contribution Amount is credited to
the applicable Annual Account of the Participant.


 


3.5                                 Company Restoration Matching Amount.  A Participant’s Company Restoration Matching
Amount for any Plan Year shall be an amount determined by the Committee to make
up for certain limits
applicable to the 401(k) Plan or other qualified plan for such Plan Year,
as identified by the Committee, or for such other purposes as determined by the
Committee in its sole discretion.  The
amount so credited to a Participant under this Plan for any Plan Year (a) may
be smaller or larger than the amount credited to any other Participant, and (b) may
differ from the amount credited to such Participant in the preceding Plan
Year.  The Participant’s Company
Restoration Matching Amount, if any, shall be credited to the Participant’s
Annual 


 


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Account for the applicable Plan Year on a date or dates to be
determined by the Committee.  The amount
(or the method or formula for determining the amount) of a Participant’s
Company Restoration Matching Amount shall be set forth in writing in one or
more documents, which shall be deemed to be incorporated into this Plan in
accordance with Section 1.28, no later than the date on which such Company
Restoration Matching Amount is credited to the applicable Annual Account of the
Participant.


 


3.6                                 Vesting.


 


(a)                                  A
Participant shall at all times be 100% vested in the portion of his or her
Account Balance attributable to Annual Deferral Amounts, plus amounts credited
or debited on such amounts pursuant to Section 3.7.


 


(b)                                 A
Participant shall be vested in the portion of his or her Account Balance
attributable to any Company Contribution Amounts, plus amounts credited or
debited on such amounts pursuant to Section 3.7, in accordance with the
vesting schedule(s) set forth in his or her Plan Agreement, employment
agreement or any other agreement entered into between the Participant and his
or her Employer.  If not addressed in
such agreements, a Participant shall vest in the portion of his or her Account
Balance attributable to any Company Contribution Amounts, plus amounts credited
or debited on such amounts pursuant to Section 3.7, on the basis of the
Participant’s Years of Service,
in accordance with the following schedule:


 


	
  Years of Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  Less than 1 year

  	
   

  	
  0

  	
  %

  
	
  1 year or more, but less than 2

  	
   

  	
  33

  	
  %

  
	
  2 years or more, but less than 3

  	
   

  	
  66

  	
  %

  
	
  3 years or more

  	
   

  	
  100

  	
  %

  



 


(c)                                  A
Participant shall be vested in the portion of his or her Account Balance
attributable to any Company Restoration Matching Amounts, plus amounts credited
or debited on such amounts pursuant to Section 3.7, in accordance with the
schedule set forth in Section 3(b).


 


(d)                                 Notwithstanding
anything to the contrary contained in this Section 3.6, in the event of a Change in Control, or upon
a Participant’s Disability, Separation from Service on or after qualifying for
Retirement, or death prior to Separation from Service, any amounts that
are not vested in accordance with Sections 3.6(b) or 3.6(c) above,
shall immediately become 100% vested.


 


(e)                                  Notwithstanding subsection 3.6(d) above,
the vesting schedules described in Sections 3.6(b) or 3.6(c) above shall not be accelerated upon a Change in
Control to the extent that the Committee determines that such acceleration
would cause the deduction limitations of Section 280G of the Code to
become effective.  In the event of such a
determination, the Participant may request independent verification of the
Committee’s calculations with 


 


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respect to the application of Section 280G.  In such case, the Committee must provide to
the Participant within 90 days of such a request an opinion from a nationally
recognized accounting firm selected by the Participant (the “Accounting Firm”).  The opinion shall state the Accounting Firm’s
opinion that any limitation in the vested percentage hereunder is necessary to
avoid the limits of Section 280G and contain supporting calculations.  The cost of such opinion shall be paid for by
the Company.


 


(f)                                    Section 3.6(e) shall not prevent the acceleration of the vesting schedules
described in Sections 3.6(b) and 3.6(c) if such Participant is entitled to a “gross-up”
payment, to eliminate the effect of the Code section 4999 excise tax, pursuant
to his or her employment agreement or other agreement entered into between such
Participant and the Employer.


 


3.7                                 Crediting/Debiting of Account Balances.  In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participant’s Account
Balance in accordance with the following rules:


 


(a)                                  Measurement Funds.  The
Participant may elect one or more of the measurement funds selected by the
Committee, in its sole discretion, which are based on certain mutual funds (the
“Measurement Funds”), for the purpose of crediting or debiting additional
amounts to his or her Account Balance. 
As necessary, the Committee may, in its sole discretion, discontinue,
substitute or add a Measurement Fund. 
Each such action will take effect as of the first day of the first
calendar quarter that begins at least 30 days after the day on which the
Committee gives Participants advance written notice of such change.


 


(b)                                 Election of Measurement Funds.  A
Participant, in connection with his or her initial deferral election in
accordance with Section 3.2 above, shall elect, on the Election Form, one
or more Measurement Fund(s) (as described in Section 3.7(a) above)
to be used to determine the amounts to be credited or debited to his or her
Account Balance.  If a Participant does
not elect any of the Measurement Funds as described in the previous sentence,
the Participant’s Account Balance shall automatically be allocated into the
lowest-risk Measurement Fund, as determined by the Committee, in its sole
discretion.  The Participant may (but is
not required to) elect, by submitting an Election Form to the Committee that
is accepted by the Committee, to add or delete one or more Measurement Fund(s) to
be used to determine the amounts to be credited or debited to his or her
Account Balance, or to change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund.  If an election is made in accordance with the
previous sentence, it shall apply as of the first business day deemed
reasonably practicable by the Committee, in its sole discretion, and shall
continue thereafter for each subsequent day in which the Participant
participates in the Plan, unless changed in accordance with the previous
sentence.  Notwithstanding the foregoing,
the Committee, in its sole discretion, may impose limitations on the frequency
with which one or more of the Measurement Funds elected in accordance with this
Section 3.7(b) may be added or deleted by such Participant;
furthermore, the Committee, in its sole discretion, may impose limitations on
the frequency with which the Participant may change the portion of 


 


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his or her Account Balance allocated to each previously or newly
elected Measurement Fund.


 


(c)                                  Proportionate Allocation.  In making any election described in Section 3.7(b) above,
the Participant shall specify on the Election Form, in increments of one
percent (1%), the percentage of his or her Account Balance or Measurement Fund,
as applicable, to be allocated/reallocated.


 


(d)                                 Crediting or Debiting Method.  The performance of each Measurement Fund
(either positive or negative) will be determined on a daily basis based on the
manner in which such Participant’s Account Balance has been hypothetically
allocated among the Measurement Funds by the Participant.


 


(e)                                  No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation of his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall not be considered or construed in any
manner as an actual investment of his or her Account Balance in any such
Measurement Fund.  In the event that the
Company or the Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments on which
the Measurement Funds are based, no Participant shall have any rights in or to
such investments themselves.  Without
limiting the foregoing, a Participant’s Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or
her behalf by the Company or the Trust; the Participant shall at all times
remain an unsecured creditor of the Company.


 


3.8                                 FICA and Other Taxes.


 


(a)                                  Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base
Salary, Bonus, and/or Commissions that is not being deferred, in a manner
determined by the Employer(s), the Participant’s share of FICA and other
employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.8(a).


 


(b)                                 Company Restoration Matching Amounts and Company
Contribution Amounts. 
When a Participant becomes vested in a portion of his or her Account
Balance attributable to any Company Restoration Matching Amounts and/or Company
Contribution Amounts, the Participant’s Employer(s) shall withhold from
that portion of the Participant’s Base Salary, Bonus, and/or Commissions that
is not deferred, in a manner determined by the Employer(s), the Participant’s
share of FICA and other employment taxes on such amounts.  If necessary, the Committee may reduce the
vested portion of the Participant’s Company Restoration Matching Amount or
Company Contribution Amount, as applicable, in order to comply with this Section 3.8.


 


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(c)                                  Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.


 


ARTICLE
4

Scheduled Distribution; Unforeseeable Emergencies


 


4.1                                 Scheduled Distributions.  In connection with each election to defer an
Annual Deferral Amount, a Participant may elect to receive all or a portion of
such Annual Deferral Amount, plus amounts credited or debited on that amount
pursuant to Section 3.7, in the form of a lump sum payment, calculated as
of the close of business on or around the Benefit Distribution Date designated
by the Participant in accordance with this Section (a “Scheduled
Distribution”).  The Benefit Distribution
Date for the amount subject to a Scheduled Distribution election shall be the
first day of any Plan Year designated by the Participant, which may be no
sooner than 3 Plan Years after the end of the Plan Year to which the
Participant’s deferral election relates, unless otherwise provided on an
Election Form approved by the Committee.


 


Subject to the other terms and conditions of this
Plan, each Scheduled Distribution elected shall be paid out during a 60 day
period commencing immediately after the Benefit Distribution Date.  By way of example, if a Scheduled
Distribution is elected for Annual Deferral Amounts that are earned in the Plan
Year commencing January 1, 2009, the earliest Benefit Distribution Date
that may be designated by a Participant would be January 1, 2013, and the
Scheduled Distribution would be paid out during the 60 day period commencing
immediately after such Benefit Distribution Date.


 


4.2                                 Postponing Scheduled Distributions.  A Participant may elect to postpone a Scheduled Distribution described in Section 4.1
above, and have such amount paid out during a 60 day period commencing
immediately after an allowable alternative Benefit Distribution Date designated
in accordance with this Section 4.2. 
In order to make such an election, the Participant must submit an
Election Form to the Committee in accordance with the following criteria:


 


(a)                                  The election of the new Benefit Distribution
Date shall have no effect until at least 12 months after the date on which the
election is made;


 


(b)                                 The
new Benefit Distribution Date selected by the Participant for such Scheduled
Distribution must be the first day of a Plan Year that is no sooner than 5
years after the previously designated
Benefit Distribution Date; and


 


(c)                                  The
election must be made  at least 12
months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled
Distribution.


 


For purposes of applying the provisions of this Section 4.2,
a Participant’s election to postpone a Scheduled Distribution shall not be
considered to be made until the date on which the election becomes
irrevocable.  Such an election shall
become irrevocable no later than the date that is 12 months prior to the
Participant’s previously designated Benefit Distribution Date for such
Scheduled Distribution.


 


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4.3                                 Other Benefits Take Precedence Over Scheduled
Distributions.  Should an
event occur prior to any Benefit Distribution Date designated for a Scheduled
Distribution that would trigger a benefit under Article 5 through Article 9,
as applicable, all amounts subject to a Scheduled Distribution election shall
be paid in accordance with the other applicable provisions of the Plan and not
in accordance with this Article 4.


 


4.4                                 Unforeseeable Emergencies.


 


(a)                                  If a Participant experiences an Unforeseeable Emergency prior
to the occurrence of a distribution event described in Article 5 through Article 9,
as applicable, the Participant may
petition the Committee to receive a partial or full payout from the Plan.  The payout, if any, from the Plan
shall not exceed the lesser of (i) the Participant’s vested Account
Balance, calculated as of the close of business on or around the Benefit
Distribution Date for such payout, as determined by the Committee in accordance
with provisions set forth below, or (ii) the amount necessary to satisfy
the Unforeseeable Emergency, plus
amounts necessary to pay Federal, state, or local income taxes or penalties
reasonably anticipated as a result of the distribution.  A Participant shall not be eligible to
receive a payout from the Plan to the extent that the Unforeseeable Emergency
is or may be relieved (A) through reimbursement or compensation by
insurance or otherwise, (B) by liquidation of the Participant’s assets, to
the extent the liquidation of such assets would not itself cause severe
financial hardship or (C) by cessation of deferrals under this Plan.


 


If the Committee, in its sole discretion, approves a
Participant’s petition for payout from the Plan, the Participant’s Benefit
Distribution Date for such payout shall be the date on which such Committee
approval occurs and such payout shall be distributed to the Participant in a
lump sum no later than 60 days after such Benefit Distribution Date.  In addition, in the event of such approval
the Participant’s outstanding deferral elections under the Plan shall be
cancelled.


 


(b)                                 A
Participant’s deferral elections under this Plan shall also be cancelled to the
extent the Committee determines that such action is required for the
Participant to obtain a hardship distribution from an Employer’s 401(k) Plan
pursuant to Treas. Reg. §1.401(k)-1(d)(3).


 


ARTICLE 5

Change in Control Benefit


 


5.1                                 Change in Control
Benefit.  A Participant, in connection with his
or her commencement of participation in the Plan, shall have an opportunity to
irrevocably elect to receive his or her vested Account Balance in the form of a
lump sum payment in the event that a
Change in Control occurs prior to the Participant’s Separation from Service,
Disability or death (the “Change in Control Benefit”).  The
Benefit Distribution Date for the Change in Control Benefit, if any, shall be the date on which the Change in
Control occurs.


 


If a Participant elects not to receive a Change in
Control Benefit, or fails to make an election in connection with his or her
commencement of participation in the Plan, the Participant’s Account Balance
shall be paid in accordance with the other applicable provisions of the Plan.


 


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On or prior to December 31, 2008, with regard to
any payment by reason of a Change in Control, Participants may make a one-time
election to change the time of payment and the form of a payment from a lump
sum to annual installments pursuant to the requirements and limitations of IRS
Notice 2007-86 and as described in Appendix A.


 


5.2                                 Payment of Change in
Control Benefit.  The Change in Control Benefit, if any, shall
be calculated as of the close of business on or around the Participant’s
Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than
60 days after the Participant’s Benefit Distribution Date.


 


ARTICLE
6

Retirement Benefit


 


6.1                                 Retirement Benefit.  If a Participant experiences a Separation
from Service that qualifies as a Retirement, the Participant shall be eligible
to receive his or her vested Account Balance in either a lump sum or annual
installment payments, as elected by the Participant in accordance with Section 6.2
(the “Retirement Benefit”).  A
Participant’s Retirement Benefit shall be calculated as of the close of
business on or around the applicable Benefit Distribution Date for such
benefit, which shall be (i) the first day after the end of the 6-month
period immediately following the date on which the Participant experiences such
Separation from Service if the Participant is a Specified Employee, and (ii) for
all other Participants, the date on which the Participant experiences a
Separation from Service; provided, however, if a Participant changes the form
of distribution for one or more Annual Accounts in accordance with Section 6.2(b),
the Benefit Distribution Date for the Annual Account(s) subject to such change
shall be determined in accordance with Section 6.2(b).


 


6.2                                 Payment of Retirement Benefit.


 


(a)                                  A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect on an Election Form to receive the Retirement Benefit in
a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15
years.  If a Participant does not make
any election with respect to the payment of the Retirement Benefit, then such
Participant shall be deemed to have elected to receive the Retirement Benefit
as a lump sum.


 


(b)                                 A Participant may change the form of payment for the
Retirement Benefit by submitting an
Election Form to the Committee in accordance with the following criteria:


 


(i)            The
election shall not take effect until at least 12 months after the date on which
the election is made;


 


(ii)           The new Benefit Distribution Date for the
Participant’s Retirement Benefit shall be 5 years after the Benefit Distribution Date that would otherwise have been
applicable to such benefit;
and


 


(iii)          The election must be made at least 12
months prior to the Benefit Distribution Date that would
otherwise have been applicable to the Participant’s Retirement Benefit.


 


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For purposes of applying the provisions of this Section 6.2(b),
a Participant’s election to change the
form of payment for the Retirement Benefit shall not be considered to be
made until the date on which the election becomes irrevocable.  Such an election shall become irrevocable no
later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s
Retirement Benefit.  Subject to the requirements of this Section 6.2(b),
the Election Form most recently
accepted by the Committee that has become effective shall govern the form of
payout of the Participant’s Retirement Benefit.


 


(c)                                  The
lump sum payment shall be made, or installment payments shall commence, no
later than 60 days after the Participant’s Benefit Distribution Date.  Remaining installments, if any, shall be paid
no later than 60 days after each anniversary of the Participant’s Benefit
Distribution Date.


 


ARTICLE
7

Termination Benefit


 


7.1                                 Termination Benefit.


 


(a)                                  If
a Participant experiences a Separation from Service that does not qualify as a
Retirement, the Participant shall receive his or her vested Account Balance in
the form of a lump sum payment (the “Termination Benefit”), or if the
Participant has completed 10 or more Years of Service pursuant to an Annual
Installment Method of 5, 10 or 15 years.


 


(b)                                 A Participant may change the form of payment for the
Termination Benefit by submitting an
Election Form to the Committee in accordance with the following criteria:


 


(i)            The
election shall not take effect until at least 12 months after the date on which
the election is made;


 


(ii)           The new Benefit Distribution Date for the
Participant’s Termination Benefit shall be 5 years after the Benefit Distribution Date that would otherwise have been
applicable to such benefit;
and


 


(iii)          The election must be made at least 12
months prior to the Benefit Distribution Date that would
otherwise have been applicable to the Participant’s Termination Benefit.


 


For purposes of applying the provisions of this Section 7.1(b),
a Participant’s election to change the
form of payment for the Termination Benefit shall not be considered to
be made until the date on which the election becomes irrevocable.  Such an election shall become irrevocable no
later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s
Termination Benefit.  Subject to the requirements of this Section 7.1(b),
the Election Form most recently
accepted by the Committee that has become effective shall govern the form of
payout of the Participant’s Termination Benefit.


 


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(c)                                  A
Participant’s Termination Benefit shall be calculated as of the close of
business on or around the Benefit Distribution Date for such benefit, which
shall be (i) the first day after
the end of the 6-month period immediately following the date on which the
Participant experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other
Participants, the date on which the
Participant experiences a Separation from Service.


 


7.2                                 Payment of Termination Benefit.  The Termination Benefit shall be paid to the
Participant no later than 60 days after the Participant’s Benefit Distribution
Date.


 


ARTICLE
8


Disability Benefit


 


8.1                                 Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution
event described in Article 5 through Article 7, as
applicable, the Participant shall receive his or her vested Account Balance in
the form of a lump sum payment (the “Disability Benefit”) or pursuant to an
Annual Installment Method of 5, 10 or 15 years. 
The Disability Benefit shall be calculated as of the close of business
on or around the Participant’s Benefit Distribution Date for such benefit,
which shall be the date on which the Participant becomes Disabled.


 


8.2                                 Payment of Disability Benefit.


 


(a)                                  A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect on an Election Form to receive the Disability Benefit in
a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15
years.  If a Participant does not make
any election with respect to the payment of the Disability Benefit, then such
Participant shall be deemed to have elected to receive the Disability Benefit
as a lump sum.


 


(b)                                 A Participant may change the form of payment for the
Disability Benefit by submitting an
Election Form to the Committee in accordance with the following criteria:


 


(i)            The
election shall not take effect until at least 12 months after the date on which
the election is made;


 


(ii)           The new Benefit Distribution Date for the
Participant’s Disability Benefit shall be 5 years after the Benefit Distribution Date that would otherwise have been
applicable to such benefit;
and


 


(iii)          The election must be made at least 12
months prior to the Benefit Distribution Date that would
otherwise have been applicable to the Participant’s Disability Benefit.


 


For purposes of applying the provisions of this Section 8.2(b),
a Participant’s election to change the
form of payment for the Disability Benefit shall not be considered to be
made until the date on which the election becomes irrevocable.  Such an election shall become irrevocable no
later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s
Disability Benefit.  Subject


 


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to the requirements of this Section 8.2(b), the
Election Form most recently accepted by the Committee that has become
effective shall govern the form of payout of the Participant’s Disability
Benefit.


 


(c)                                  The
lump sum payment shall be made, or installment payments shall commence, no
later than 60 days after the Participant’s Benefit Distribution Date.  Remaining installments, if any, shall be paid
no later than 60 days after each anniversary of the Participant’s Benefit
Distribution Date.


 


ARTICLE 9


Death Benefit


 


9.1                                 Death Benefit.  In the event of a Participant’s death prior
to the complete distribution of his or her vested Account Balance, the
Participant’s Beneficiary(ies) shall receive the Participant’s unpaid vested
Account Balance in a lump sum payment (the “Death Benefit”).  The Death Benefit shall be calculated as of
the close of business on or around the Benefit Distribution Date for such
benefit, which shall be the date of the Participant’s death.


 


9.2                                 Payment of Death Benefit.  The Death Benefit shall be paid to the
Participant’s Beneficiary(ies) no later than 60 days after the Participant’s
Benefit Distribution Date.


 


ARTICLE 10


Beneficiary Designation


 


10.1                           Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.


 


10.2                           Beneficiary Designation; Change; Spousal Consent.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee or its designated agent.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Committee’s rules and
procedures, as in effect from time to time. 
If the Participant names someone other than his or her spouse as a
Beneficiary, the Committee may, in its sole discretion, determine that spousal
consent is required to be provided in a form designated by the Committee,
executed by such Participant’s spouse and returned to the Committee.  Upon the acceptance by the Committee of a new
Beneficiary Designation Form, all Beneficiary designations previously filed
shall be canceled.  The Committee shall
be entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted by the Committee prior to his or her death.


 


10.3                           Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in writing by
the Committee or its designated agent.


 


10.4                           No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all
designated Beneficiaries predecease the Participant


 


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or die prior to complete distribution of the Participant’s benefits,
then the Participant’s designated Beneficiary shall be deemed to be his or her
surviving spouse.  If the Participant has
no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the
Participant’s estate.


 


10.5                           Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.


 


10.6                           Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon such
full payment of benefits.


 


ARTICLE 11


Leave of Absence


 


11.1                           Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer to take a paid leave of absence from the employment of
the Employer, and such leave of absence does not constitute a Separation from
Service, (a) the Participant shall continue to be considered eligible for
the benefits provided under the Plan, and (b) the Annual Deferral Amount  shall continue to be withheld during such
paid leave of absence in accordance with Section 3.2.


 


11.2                           Unpaid Leave of Absence.  If a Participant is authorized by the Participant’s
Employer to take an unpaid leave of absence from the employment of the Employer
for any reason, and such leave of absence does not constitute a Separation from
Service, such Participant shall continue to be eligible for the benefits
provided under the Plan.  During the
unpaid leave of absence, the Participant shall not be allowed to make any
additional deferral elections.  However,
if the Participant returns to employment, the Participant may elect to defer an
Annual Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant in the Plan,
provided such deferral elections are otherwise allowed and an Election Form is
delivered to and accepted by the Committee for each such election in accordance
with Section 3.2 above.


 


ARTICLE 12


Termination of Plan, Amendment or
Modification


 


12.1                           Termination of Plan.  Although each Employer anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to terminate the Plan with respect to all of its
Participants.  In the event of a Plan termination no new deferral elections
shall be permitted for the affected Participants and such Participants shall no
longer be eligible to receive new company contributions.  However, after the Plan termination the
Account Balances of such Participants shall continue to be credited with Annual
Deferral Amounts attributable to a deferral election that was in effect prior
to the Plan termination to the extent deemed necessary to comply with Code Section 409A
and related Treasury Regulations,


 


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and additional amounts shall continue to credited or debited to such
Participants’ Account Balances pursuant to Section 3.7.  The
Measurement Funds available to Participants following the termination of the
Plan shall be comparable in number and type to those Measurement Funds
available to Participants in the Plan Year preceding the Plan Year in which the
Plan termination is effective.  In addition,  following a Plan termination, Participant
Account Balances shall remain in the Plan and shall not be distributed until
such amounts become eligible for distribution in accordance with the other
applicable provisions of the Plan.  Notwithstanding the preceding
sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may
provide that upon termination of the Plan, all Account Balances of the
Participants shall be distributed, subject to and in accordance with any rules established
by such Employer deemed necessary to comply with the applicable requirements
and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).


 


12.2                           Amendment.  Any Employer may, at any time, amend or
modify the Plan in whole or in part with respect to that Employer.  Notwithstanding the foregoing, (i) no
amendment or modification shall be effective to decrease the value of a
Participant’s vested Account Balance in existence at the time the amendment or
modification is made.


 


12.3                           Plan Agreement.  Despite the provisions of Sections 12.1,
if a Participant’s Plan Agreement contains benefits or limitations that are not
in this Plan document, the Employer may only amend or terminate such provisions
with the written consent of the Participant.


 


12.4                           Effect of Payment.  The full payment of the Participant’s vested
Account Balance in accordance with the applicable provisions of the Plan shall
completely discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate.


 


ARTICLE 13


Administration


 


13.1                           Committee Duties.  Except as otherwise provided in this Article 13,
this Plan shall be administered by a Committee, which shall consist of the
Board, or such committee as the Board shall appoint.  Members of the Committee may be Participants
under this Plan.  The Committee shall
also have the discretion and authority to (a) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of
this Plan, and (b) decide or resolve any and all questions, including
benefit entitlement determinations and interpretations of this Plan, as may
arise in connection with the Plan.  Any
individual serving on the Committee who is a Participant shall not vote or act
on any matter relating solely to himself or herself.  When making a determination or calculation,
the Committee shall be entitled to rely on information furnished by a
Participant or the Company.


 


13.2                           Administration Upon Change In Control.
Within 120 days following a Change in Control, the individuals who comprised
the Committee immediately prior to the Change in Control (whether or not such
individuals are members of the Committee following the Change in Control) may,
by written consent of the majority of such individuals, appoint an independent
third party administrator (the “Administrator”) to perform any or all of the
Committee’s duties described in Section 13.1 above, including without
limitation, the power to determine any questions arising in connection with the
administration or interpretation of the Plan, and the power to make benefit


 


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entitlement determinations.  Upon
and after the effective date of such appointment, (a) the Company must pay
all reasonable administrative expenses and fees of the Administrator, and (b) the
Administrator may only be terminated with the written consent of the majority
of Participants with an Account Balance in the Plan as of the date of such
proposed termination.


 


13.3                           Agents. In the administration of
this Plan, the Committee or the Administrator, as applicable, may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit (including acting through a duly appointed representative) and may from
time to time consult with counsel.


 


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


 


13.5                           Indemnity of Committee.  All Employers shall indemnify and hold
harmless the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct by the
Committee, any of its members, any such Employee or the Administrator.


 


13.6                           Employer Information.  To enable the Committee and/or Administrator
to perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may be,
on all matters relating to the Plan, the Trust, the Participants and their
Beneficiaries, the Account Balances of the Participants, the compensation of
its Participants, the date and circumstances of the Separation from Service,
Disability or death of its Participants, and such other pertinent information
as the Committee or Administrator may reasonably require.


 


13.7                           DeMinimus Distribution.  Notwithstanding the distribution provisions
set forth in Articles 5, 6, 7 and 8, if the Participant’s Account Balance is
equal to or less than $10,000 upon a Change in Control, upon a Separation from
Service (whether it qualifies as Retirement or Termination) or upon becoming
Disabled, the Participant shall receive his or her vested Account Balance in
the form of a lump sum payment (“DeMinimus Distribution”).  The DeMinimus Distribution shall be
calculated as of the close of business on or around the Participant’s Benefit
Distribution Date for such benefit, which shall be the date on which the Change
in Control occurs or the Participant experiences the Separation from Service or
becomes Disabled, whichever occurs first.


 


ARTICLE
14


Other Benefits, Agreements, and
Payment Conditions


 


14.1                           Coordination with Other Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer.  The Plan
shall supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.


 


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14.2                         Delayed Payment for
Certain Purposes.         The Company may delay the payment of all
or a portion of an Account Balance where the Participant’s Employer reasonably
anticipates that (1) a deduction with respect to the payment will be
limited/eliminated by application of Code Section 162(m); and (2) (3) the
payment would violate Federal securities law or other applicable law.  In such event, the payment will be made at
the earliest date on which the Employer believes the deduction would not be
limited/eliminated or one day after the date on which the Participant Separates
from Service, subject to Code Section 409A limitations, or the earliest
date that the Employer reasonably anticipates that the payment would not result
in a violation of Federal securities law or other applicable law, respectively.


 


ARTICLE 15

Claims Procedures


 


15.1                         Presentation of Claim. 
Any Participant or Beneficiary of a deceased Participant (such Participant
or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. 
If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was
received by the Claimant.  All other
claims must be made within 180 days of the date on which the event that
caused the claim to arise occurred.  The
claim must state with particularity the determination desired by the Claimant.


 


15.2                         Notification of Decision. 
The Committee shall consider a Claimant’s claim within a reasonable
time, but no later than 90 days after receiving the claim.  If the Committee determines that special
circumstances require an extension of time for processing the claim, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 90 day period. 
In no event shall such extension exceed a period of 90 days from the end
of the initial period.  The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the benefit
determination.  The Committee shall
notify the Claimant in writing:


 


(a)                                  that the Claimant’s requested
determination has been made, and that the claim has been allowed in full; or


 


(b)                                 that the Committee has reached a
conclusion contrary, in whole or in part, to the Claimant’s requested
determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:


 


(i)                                     the specific reason(s) for the
denial of the claim, or any part of it;


 


(ii)                                 specific reference(s) to pertinent
provisions of the Plan upon which such denial was based;


 


(iii)                             a description of any additional material
or information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;


 


(iv)                              an explanation of the claim review
procedure set forth in Section 15.3 below; and


 


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(v)                                 a statement of the Claimant’s right to
bring a civil action under ERISA Section 502(a) following an adverse
benefit determination on review.


 


15.3                         Review of a Denied Claim. 
On or before 60 days after receiving a notice from the Committee
that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s
duly authorized representative) may file with the Committee a written request
for a review of the denial of the claim. 
The Claimant (or the Claimant’s duly authorized representative):


 


(a)                                  may, upon request and free of charge,
have reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the claim
for benefits;


 


(b)                                 may submit written comments or other
documents; and/or


 


(c)                                  may request a hearing, which the
Committee, in its sole discretion, may grant.


 


15.4                         Decision on Review. 
The Committee shall render its decision on review promptly, and no later
than 60 days after the Committee receives the Claimant’s written request
for a review of the denial of the claim. 
If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension
shall be furnished to the Claimant prior to the termination of the initial 60
day period.  In no event shall such
extension exceed a period of 60 days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  In rendering its decision, the Committee
shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit
determination.  The decision must be
written in a manner calculated to be understood by the Claimant, and it must
contain:


 


(a)                                  specific reasons for the decision;


 


(b)                                 specific reference(s) to the
pertinent Plan provisions upon which the decision was based;


 


(c)                                  a statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to and copies
of, all documents, records and other information relevant (as defined in
applicable ERISA regulations) to the Claimant’s claim for benefits; and


 


(d)                                 a statement of the Claimant’s right to
bring a civil action under ERISA Section 502(a).


 


15.5                         Legal Action. 
A Claimant’s compliance with the foregoing provisions of this Article 15
is a mandatory prerequisite to a Claimant’s right to commence any legal action
with respect to any claim for benefits under this Plan.


 


ARTICLE 16

Trust


 


16.1                         Establishment of the Trust.  In order to provide assets from which to
fulfill its obligations to the Participants and their Beneficiaries under the
Plan, the Company may establish a trust by a 


 


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trust agreement with a third party, the
trustee, to which each Employer may, in its discretion, contribute cash or
other property, including securities issued by the Company, to provide for the
benefit payments under the Plan (the “Trust”).


 


16.2                         Interrelationship of the
Plan and the Trust.  The provisions of the Plan and
the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan.  The
provisions of the Trust shall govern the rights of the Employers, Participants
and the creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain liable
to carry out its obligations under the Plan.


 


16.3                         Distributions From the
Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan.


 


ARTICLE 17

Miscellaneous


 


17.1                         Status of Plan. 
The Plan is intended to be a plan that is not qualified within the
meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees”
within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and
interpreted (a) to the extent possible in a manner consistent with the
intent described in the preceding sentence, and (b) in accordance with
Code Section 409A and related Treasury guidance and Regulations.


 


17.2                         Unsecured General Creditor. 
Participants and their Beneficiaries, heirs, successors and assigns
shall have no legal or equitable rights, interests or claims in any property or
assets of an Employer.  For purposes of
the payment of benefits under this Plan, any and all of an Employer’s assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer.  An Employer’s obligation under
the Plan shall be merely that of an unfunded and unsecured promise to pay money
in the future.


 


17.3                         Employer’s Liability. 
An Employer’s liability for the payment of benefits shall be defined
only by the Plan and the Plan Agreement, as entered into between the Employer
and a Participant.  An Employer shall
have no obligation to a Participant under the Plan except as expressly provided
in the Plan and his or her Plan Agreement.


 


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


 


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17.5                         Not a Contract of
Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided in a written employment
agreement.  Nothing in this Plan shall be
deemed to give a Participant the right to be retained in the service of any
Employer, either as an Employee or a Director, or to interfere with the right
of any Employer to discipline or discharge the Participant at any time.


 


17.6                         Furnishing Information. 
A Participant or his or her Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and
take such other actions as may be requested in order to facilitate the
administration of the Plan and the payments of benefits hereunder, including
but not limited to taking such physical examinations as the Committee may deem
necessary.


 


17.7                         Terms. 
Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so
apply; and whenever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.


 


17.8                         Captions. 
The captions of the articles, sections and paragraphs of this Plan are
for convenience only and shall not control or affect the meaning or
construction of any of its provisions.


 


17.9                         Governing Law. 
Subject to ERISA, the provisions of this Plan shall be construed and
interpreted according to the internal laws of the Commonwealth of Virginia
without regard to its conflicts of laws principles.


 


17.10                   Notice. 
Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by registered or certified mail, to the address below:


 


SI International, Inc.

Attn:  VP of Human Resources

12012 Sunset Hills Road, Suite 800

Reston, VA 20190-5869


 


Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


 


Any notice or filing required or permitted to be given
to a Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the Participant.


 


17.11                   Successors. 
The provisions of this Plan shall bind and inure to the benefit of the
Participant’s Employer and its successors and assigns and the Participant and
the Participant’s designated Beneficiaries.


 


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17.12                   Spouse’s Interest. 
The interest in the benefits hereunder of a spouse of a Participant who
has predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse’s will, nor shall such interest pass under the laws of
intestate succession.


 


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


 


17.14                   Incompetent. 
If the Committee determines in its discretion that a benefit under this
Plan is to be paid to a minor, a person declared incompetent or to a person
incapable of handling the disposition of that person’s property, the Committee
may direct payment of such benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or incapable
person.  The Committee may require proof
of minority, incompetence, incapacity or guardianship, as it may deem
appropriate prior to distribution of the benefit.  Any payment of a benefit shall be a payment
for the account of the Participant and the Participant’s Beneficiary, as the
case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.


 


17.15                   Domestic Relations Orders. 
If necessary to comply with a domestic relations order, as defined in
Code Section 414(p)(1)(B), pursuant to which a court has determined that a
spouse or former spouse of a Participant has an interest in the Participant’s
benefits under the Plan, the Committee shall have the right to immediately
distribute the spouse’s or former spouse’s interest in the Participant’s
benefits under the Plan to such spouse or former spouse.


 


17.16                   Distribution in the Event
of Income Inclusion Under Code Section 409A. 
If any portion of a Participant’s Account Balance under this Plan is
required to be included in income by the Participant prior to receipt due to a
failure of this Plan to comply with the requirements of Code Section 409A
and related Treasury Regulations, the Committee may determine that such
Participant shall receive a distribution from the Plan in an amount equal to
the lesser of (i) the portion of his or her Account Balance required to be
included in income as a result of the failure of the Plan to comply with the
requirements of Code Section 409A and related Treasury Regulations, or (ii) the
unpaid vested Account Balance.


 


17.17                   Deduction Limitation on
Benefit Payments.  If an Employer
reasonably anticipates that the Employer’s deduction with respect to any
distribution from this Plan would be limited or eliminated by application of
Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed
as deemed necessary to ensure that the entire amount of any distribution from
this Plan is deductible.  Any amounts for
which distribution is delayed pursuant to this Section shall continue to
be credited/debited with additional amounts in accordance with Section 3.7.  The delayed amounts (and any amounts credited
thereon) shall be distributed to the Participant (or his or her Beneficiary in
the event of the Participant’s death) at the earliest date the Employer
reasonably anticipates that the deduction of the payment of the amount will not
be limited or eliminated by application of Code Section 162(m).  In the event that such date is determined to
be after a Participant’s Separation from Service and the Participant to whom
the payment relates is determined to be a Specified Employee, then to the
extent deemed necessary to comply with Treas.
Reg. §1.409A-3(i)(2), the
delayed payment shall 


 


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not be made before the end of the six-month period following such
Participant’s Separation from Service.


 


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IN WITNESS WHEREOF, the Company has signed this Plan
document as of
                                      ,
2008.


 


	
   

  	
  SI International, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                                                      
  

  	
  ,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title: 

  	
   

  
					



 


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APPENDIX A


 


LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS
MADE AVAILABLE IN ACCORDANCE WITH NOTICE 2007-86


 


The capitalized terms below shall have the same
meaning as provided in Article 1 of the Plan.


 


Opportunity to Make New (or Revise Existing)
Distribution Elections.  Effective November 12,
2008, notwithstanding the required deadline for the submission of an initial
distribution election under Article 4, Article 5, Article 6, Article 7,
or Article 8 of the Plan, the Committee may, to the extent
permitted by Notice 2007-86, provide a limited period in which Participants may
make new distribution elections, or revise existing distribution elections,
with respect to amounts subject to the terms of the Plan, by submitting an
Election Form on or before the deadline established by the Committee,
which in no event shall be later than December 31, 2008.  Any distribution election(s) made by a Participant,
and accepted by the Committee, in accordance with this Appendix A shall not be
treated as a change in either the form or timing of a Participant’s benefit
payment for purposes of Code Section 409A or the Plan.  If any distribution election submitted by a Participant in accordance
with this Appendix A either (a) relates to an amount that would
otherwise be paid to the Participant in 2008, or (b) would cause an amount
to be paid to the Participant in 2008, such election shall not be effective.


 


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