exv10w1



 





EXHIBIT 10.1




Borders Group, Inc.




Non-Qualified

Deferred Compensation Plan




Effective as of January 1, 2005




 









 






	 	 	 
	Article I
	 	 
	Establishment and Purpose
	 	Page 3
	Article II
	 	 
	Definitions
	 	Page 3
	Article III
	 	 
	Eligibility and Participation
	 	Page 8
	Article IV
	 	 
	Deferral Elections, Company Contributions, Account Valuation
	 	Page 9
	Article V
	 	 
	Distributions and Withdrawals
	 	Page 14
	Article VI
	 	 
	Administration
	 	Page 16
	Article VII
	 	 
	Amendment and Termination
	 	Page 17
	Article VIII
	 	 
	Informal Funding
	 	Page 18
	Article IX
	 	 
	Claims
	 	Page 19
	Article X
	 	 
	General Conditions
	 	Page 23







 









 






ARTICLE I




Establishment and Purpose



The Borders Group, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”)
has been established by Borders Group, Inc., a Michigan Corporation (the
“Company”), effective as of January 1, 2005 (the “Effective Date”), with
respect to Eligible Employees (as defined in Section 2.21). The purpose of the
Plan is to provide certain Eligible Employees with an opportunity to defer the
receipt and income taxation of a portion of such employees’ annual
compensation. The Plan is intended to be an unfunded arrangement maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees of the Company. The Plan is
intended to be exempt from the requirements of Parts 2, 3 and 4 of Title I of
ERISA as a “top hat” plan, and to be eligible for the alternative method of
compliance for reporting and disclosure available for unfunded “top hat” plans.
The Plan is also intended to comply with the requirements of Code Section 409A
so that all compensation deferred under the Plan for any taxable year shall not
be includible in gross income for such taxable year.




ARTICLE II




Definitions





	2.1	 	Account. Account means a bookkeeping account maintained by the Company to
record deferrals allocated to it by the Participant, Company Contributions
(if any), Deemed Investments, distributions, and such other transactions,
if any, that may be required to properly administer the Plan. An Account
shall be utilized solely as a device for the measurement of the value of
the Account Balance to be paid to the Participant under the Plan. The
Account shall not constitute or be treated as an escrow, trust fund, or
any other type of funded account for Code or ERISA purposes and amounts
credited thereto shall not be considered “plan assets” for federal income
tax or ERISA purposes.
	 
	2.2	 	Account Balance. Account Balance means, with respect to the Deferred
Compensation Account or any component Account, the total value of all the
Investment Options in which the Participant deferrals, and Company
Contributions (if any), have been Deemed Invested as of a specific date,
taking into account the value of all distributions from that Account.
	 
	2.3	 	Allocation Election. Allocation Election means a choice by a Participant
of one or more Investment Options, and the allocation among them, in which
future Participant deferrals and/or existing Account Balances are Deemed
Invested for purposes of determining earnings in a particular Account.
	 
	2.4	 	Annual Valuation Date. Annual Valuation Date means the anniversary of the
Termination Valuation Date or In Service Valuation Date utilized to
determine the amount of an annual installment payment.




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	2.5	 	Beneficiary. Beneficiary means a natural person, estate, or trust
designated by a Participant to receive benefits to which a Beneficiary is
entitled in accordance with provisions of the Plan. The Participant’s
spouse, if living, otherwise the Participant’s estate, shall be the
Beneficiary if:






	(a)	 	the Participant has not designated a natural person or trust
as Beneficiary, or
	 
	(b)	 	the designated Beneficiary(ies) has/have all predeceased the
Participant.






	2.6	 	Change in Control. Change in Control means a “change in ownership or
effective control” as such phrase is defined in guidance issued by the
Secretary of the Treasury in accordance with Section 409A(e) of the Code.
	 
	2.7	 	Code. Code means the Internal Revenue Code of 1986, as amended from time
to time.
	 
	2.8	 	Company. Company means Borders Group, Inc.
	 
	2.9	 	Company Contributions. Company Contributions means all Company Matching
and Discretionary Contributions made with respect to a Participant.
	 
	2.10	 	Company Discretionary Contribution. Company Discretionary Contribution
means a credit to a Participant’s Retirement Account by the Company or a
Participating Employer at a time and in an amount determined in the sole
discretion of the Company or the Participating Employer.
	 
	2.11	 	Company Matching Contribution. Company Matching Contribution means a
credit to a Participant’s Deferred Compensation Account (or Account) by
the Company or a Participating Employer calculated by the Plan
Administrator to be a pre-set fraction or multiple of the amount of a
Participant’s deferral in accordance with the provisions of Section 4.3 of
this Plan.
	 
	2.12	 	Compensation. Compensation means, for purposes of the Plan:






	(a)	 	the Participant’s annual base salary from his Employer for
the Plan Year paid or payable in a regular salary paycheck while an
active Participant in the Plan, including any amounts deferred under
the Plan or any other nonqualified deferred compensation plan and
any amounts contributed by the Employer on the Participant’s behalf
pursuant to a salary deferral agreement which amounts are not
includible in the Participant’s income under Code Section 125,
132(f)(4) or 402(g)(3); and
	 
	(b)	 	the Participant’s variable compensation, if any, from his
Employer for services performed during the Plan Year, including, but
not limited to, bonus amounts and management incentive compensation
for service performed while an active Participant in the Plan.






	2.13	 	Compensation Deferral Agreement. Compensation Deferral Agreement means
the written deferral election form furnished by the Plan Administrator, or
the screen or screens on the




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	 	 	Participant website approved by the Plan Administrator, on which a
Participant agrees to participate in the Plan, be bound by the provisions
of the Plan document, and elects: (a) the amount of deferral and type of
Compensation to be deferred beginning the first day of the following Plan
Year; (b) any In Service Distribution Dates for that year’s, or a portion
of that year’s, deferrals; and (c) the Participant’s Payment Schedule
election for the Retirement Benefit and for In Service Distributions.
	 
	2.14	 	Death Benefit. Death Benefit shall mean a distribution of the total
amount of the Participant’s Deferred Compensation Account Balance,
including any remaining unpaid In Service Account balances, to the
Participant’s Beneficiary(ies) in accordance with Article V of the Plan.
	 
	2.15	 	Deemed Investment. A Deemed Investment (or “Deemed Invested”) means the
conversion of a dollar amount of deferred Compensation and Company
Contributions (if any) credited to a Participant’s Deferred Compensation
Account into notional shares or units or ownership (or a fraction of such
measures of ownership, if applicable) of a security (e.g., mutual fund or
other investment) which is referred to by the Investment Option(s)
selected by the Participant. The conversion shall occur as if shares (or
units) of the designated investment were being purchased (or sold, in the
case of a distribution) at the purchase price as of the close of business
of the day on which the Deemed Investment occurs. At no time shall a
Participant have any real or beneficial ownership in the actual security
to which the Investment Option refers, irrespective of whether such a
Deemed Investment is mirrored by an actual identical investment by the
Company or a trustee acting on behalf of the Company.
	 
	2.16	 	Deferred Compensation Account. Deferred Compensation Account means the
Account that records the total amount of liability of the Company to the
Participant at any point in time, and includes all In Service Accounts,
the Retirement Account, and any other Account maintained by the Plan
Administrator (e.g., a separate Company Contribution Account) to properly
administer the Plan.
	 
	2.17	 	Disability. Disability means that a Participant: (i) is unable to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less
than twelve months; or, (ii) is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than twelve
months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of
the Participant’s Employer.
	 
	2.18	 	Disability Benefit. Disability Benefit shall mean a payment by the
Company or Participating Employer of the Participant’s Deferred
Compensation Account Balance, including all unpaid In Service Account
Balances, to the Participant in a single lump sum.
	 
	2.19	 	Eligible Employee. Eligible Employee means, for a Plan Year or portion of
a Plan Year, an individual:




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	(a)	 	who is an employee of an Employer, exclusive of any employee
who provides services to an Employer under a contract or arrangement
with either the individual or with an agency or leasing organization
that treats the individual as either an individual contractor or an
employee of such agency or leasing organization, even if such
individual is later determined to have been a common law employee of
the Employer rather than an independent contractor or an employee of
such agency or leasing organization;
	 
	(b)	 	who is a member of a select group of management or highly
compensated employees; and
	 
	(c)	 	either (i) who, for such Plan Year, has satisfied such
minimum compensation or other classification requirements
established from time to time by the Plan Administrator, or (ii) who
otherwise is designated by the Plan Administrator, in its sole
discretion, as eligible to elect to participate in the Plan.






	2.20	 	Employee. Employee means a full-time salaried employee of the Company or
a Participating Employer.
	 
	2.21	 	ERISA. ERISA means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
	 
	2.22	 	In Service Distribution. In Service Distribution means a payment by the
Company or a Participating Employer to the Participant following a date
elected by the Participant (the In Service Distribution Date) of the
amount represented by the Account Balance in the In Service Account
pertaining to that In Service Distribution. In Service Distributions shall
be made in accordance with the Participant’s In Service Distribution
Payment Schedule election.
	 
	2.23	 	In Service Account. In Service Account means a separate Account of the
Deferred Compensation Account, created whenever a Participant elects a new
In Service Distribution Date (not already established with an Account)
with respect to a portion, or all, of his or her deferred Compensation, to
which such portion of deferral specified by the Participant is credited
and Deemed Invested in accordance with the Participant’s Allocation
Election.
	 
	2.24	 	In Service Distribution Date. In Service Distribution Date means the date
during the first quarter of the year selected by the Participant on which
the In Service Distribution Account Balance shall be distributed in
accordance with the Participant’s In Service Distribution Payment Schedule
election.
	 
	2.25	 	In Service Valuation Date. In Service Valuation Date means January 15 of
the year of distribution.
	 
	2.26	 	Investment Option. Investment Option means a notional security such as a
mutual fund, life insurance policy separate account, or other investment
approved by the Plan Administrator for use as part of an Investment Option
menu, which a Participant may




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	 	 	elect as a measuring device to determine Deemed Investment earnings
(positive or negative) to be valued in the Participant’s Account(s). The
Participant has no real or beneficial ownership in the security or other
investment represented by the Investment Option.
	 
	2.27	 	Participant. Participant means any Eligible Employee who has been
admitted to, and has not been removed from, participation in the Plan
pursuant to Article III.
	 
	2.28	 	Participating Employer. Participating Employer means a subsidiary or
affiliate of the Company that has adopted the Plan for Eligible Employees
that it employs and that assumes responsibility for payment of benefits to
its Participant Employees in accordance with the terms of the Plan. The
Company and Participating Employers are sometimes referred to herein
collectively as the “Employers” and individually as an “Employer”.
	 
	2.29	 	Payment Schedule. Payment Schedule means the method and timing of a
distribution (e.g., single lump sum or installment payments) as elected by
the Participant for distributions that permit Payment Schedule elections
under the Plan.
	 
	2.30	 	Plan. Plan means the Borders Group, Inc. Non-Qualified Deferred
Compensation Plan, as may be amended from time to time.






	2.31	 	Plan Administrator. Plan Administrator means the Company, or such
organization or person(s) appointed by the Board of Directors of the
Company to administer the Plan.
	 
	2.32	 	Plan Year. Plan Year means January 1 through December 31.
	 
	2.33	 	Retirement. Retirement shall mean the voluntary termination of employment
with the Company or a Participating Employer upon reaching age 62, or
after reaching age 55 with at least ten (10) years of service with the
Company or a Participating Employer.
	 
	2.34	 	Retirement Benefit. Retirement Benefit shall mean a payment by the
Company or Participating Employer of the Participant’s Deferred
Compensation Account Balance, including all unpaid In Service Account
Balances, to the Participant in accordance with the Participant’s Payment
Schedule election or as otherwise specified in Article V of the Plan.
	 
	2.35	 	Retirement Account. Retirement Account shall mean that portion of the
Deferred Compensation Account not allocated to In Service Accounts.
	 
	2.36	 	Termination Benefit. Termination Benefit shall mean a payment by the
Company or Participating Employer of the Participant’s Deferred
Compensation Account Balance, including all unpaid In Service Account
Balances, to the Participant in a single lump sum.
	 
	2.37	 	Termination of Employment. Termination of Employment shall mean the
termination of a Participant’s employment with the Company (or
Participating Employer that is the Participant’s employer), for any
reason. The foregoing notwithstanding, as determined in




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	 	 	the sole discretion of the Plan Administrator, if a Participant transfers
to the employ of a Participating Employer (or the Company) after
terminating employment with another Participating Employer (or the
Company), no Termination of Employment shall be deemed to have occurred
for purposes of this Plan.
	 
	2.38	 	Termination Valuation Date. Termination Valuation Date shall mean the
last day of the calendar quarter in which Termination of Employment
occurs. The foregoing notwithstanding, in the event a Participant is a
“key employee” as defined in Code Section 416(i) at the time of such
Participant’s Termination of Employment, then Termination Valuation Date
shall mean the last day of the calendar quarter that is at least six (6)
months after the date of Termination of Employment.





ARTICLE III




Eligibility and Participation





	3.1	 	Eligibility and Participation. Each Employee shall become an Eligible
Employee as of the date he is notified by the Plan Administrator or its
delegate that he has been selected to become an Eligible Employee. The
Plan Administrator shall determine such factors as it, in its sole
discretion, considers pertinent in selecting Eligible Employees. Each
Eligible Employee may irrevocably elect to have deferrals made on his
behalf for a Plan Year, or a portion of a Plan Year, pursuant to Section
4.1 and thereby become a Plan Participant. A Participant must complete
such forms and provide such data in a timely manner as is required by the
Plan Administrator. Such forms and data may include, without limitation,
his acceptance of the terms and conditions of the Plan and his designation
of a Beneficiary to receive any Death Benefits hereunder.
	 
	3.2	 	Duration. Once an Employee becomes a Participant, such Employee shall
continue to be a Participant so long as he or she is entitled to receive
benefits hereunder, notwithstanding any subsequent Termination of
Employment.
	 
	3.3	 	Revocation of Future Participation. Notwithstanding the provisions of
Section 3.2, the Plan Administrator may revoke such Participant’s
eligibility to make future deferrals under this Plan. Such revocation will
not affect in any manner a Participant’s Deferred Compensation Account or
other terms of this Plan.
	 
	3.4	 	Notification. Each newly Eligible Employee shall be notified by the Plan
Administrator, in writing, of his or her eligibility to participate in
this Plan.
	 
	3.5	 	Application of ERISA. It is the intent of the Company that the Plan be
exempt from Parts 2, 3, and 4 of Subtitle B of Title I of ERISA as an
unfunded plan that is maintained by the Company primarily for the purpose
of providing deferred compensation for a select group of management or
highly compensated employees (the “ERISA exemption”). Notwithstanding
anything to the contrary in this Article III or in any other provision of
the Plan, the Plan Administrator may in its sole discretion exclude any
one or more




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	 	 	Eligible Employees from eligibility to participate or from participation
in the Plan, may exclude any Participant from continued participation in
the Plan, and may take any further action it considers necessary or
appropriate if the Plan Administrator reasonably determines in good faith
that such exclusion or further action is necessary in order for the Plan
to qualify for, or to continue to qualify for, the ERISA exemption.





ARTICLE IV




Deferral Elections, Company Contributions, and Participant Account Valuation





	4.1	 	Deferral Elections, generally






	(a)	 	A Participant shall make deferral elections by completing and
submitting to the Plan Administrator the Compensation Deferral
Agreement (or by completing and electronically submitting the
deferral election screen on the Participant website, when made
available by the Plan Administrator). Deferral elections pertaining
to base salary shall be made within the time period prescribed by
the Plan Administrator, but before the first day of the Plan Year
for which the base salary to be deferred is payable. Deferral
elections for bonuses which qualify as “performance-based
compensation” based on services performed over a period of at least
twelve months under Code Section 409A (and regulations and other
published governmental guidance with regard thereto) shall be made
no later than six (6) months prior to the end of the period over
which performance is evaluated in order to determine the amount of
the bonus. Deferral elections pertaining to other bonuses shall be
made no later than the close of the taxable year prior to the
beginning of the period during which services are performed upon
which the bonus is determined.
	 
	(b)	 	Notwithstanding the foregoing, a newly Eligible Employee who
becomes eligible to be a Participant during December of any Plan
Year may make deferral elections with respect to Compensation which
will be earned during the portion of the following Plan Year which
is after such election, within 30 days of the date of notification
of eligibility as required in Section 3.4 of the Plan.
	 
	(c)	 	Deferral elections pertaining to base salary shall be for an
entire Plan Year and will remain in effect only during the Plan Year
to which they refer. New deferral elections pertaining to base
salary must be made prior to each Plan Year in order to defer base
salary during such Plan Year. Such new deferral elections shall
become effective on the first day of the Plan Year following the
date of the election. Deferral elections pertaining to bonus shall
be for bonuses payable with respect to a particular performance
period and will remain in effect only for the particular bonus and
performance period to which they refer.
	 
	(d)	 	A deferral election shall designate the amount of
Compensation to be deferred in a dollar amount or in whole
percentages, as determined by the Plan Administrator




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	 	 	from time to time. The Plan Administrator may establish a maximum
deferral amount for each component of Compensation, may permit
separate elections for each component of Compensation, and may
change the maximum prospectively.
	 
	(e)	 	The foregoing paragraphs under this Section 4.1
notwithstanding, a Participant’s deferral election shall be reduced
by the Plan Administrator, in its sole discretion, to the extent
necessary to provide the Participant with sufficient Compensation to
satisfy his employment tax deductions, wage withholding and any
other payroll deductions.
	 
	(f)	 	Deferrals pertaining to base salary shall be deducted on a
pro rata basis from a Participant’s base salary on each payday
during the Plan Year (the “deferral date”). Deferrals pertaining to
other components of Compensation (e.g., bonuses) shall be deducted
from the Participant’s Compensation on the date such component of
Compensation is (or would otherwise be) paid (the “deferral date”).
All deferrals shall be credited to the appropriate Account and a
Deemed Investment shall be made in the investment(s) represented by
the Investment Option(s) elected by the Participant as of the close
of business on the deferral date or as otherwise provided by the
Plan Administrator.
	 
	(g)	 	A Participant may not modify or revoke a deferral election
during a Plan Year or with respect to a bonus performance period by
changing the amount of the Compensation deferral.
	 
	(h)	 	The Compensation Deferral Agreement (or Participant website
screen) shall indicate the Participant’s election of a Payment
Schedule for a Participant’s Retirement Benefit. As may be
determined from time to time by the Plan Administrator in its sole
discretion, permissible Payment Schedule elections for the
Retirement Benefit include: (a) a portion, or all, in a single lump
sum payable within 30 days following the Termination Valuation Date;
and (b) the balance (if any) in up to ten (10) annual installment
payments payable at the time described in Section 5.4. An election
of a Retirement Benefit Payment Schedule shall pertain to the entire
Retirement Benefit Account Balance. A Participant shall be permitted
to change his or her Retirement Benefit Payment Schedule election at
any time by filing a new Compensation Deferral Agreement (or by
following such procedures as are set by the Plan Administrator
regarding using the Participant website, when available), provided
such election is made at least thirteen (13) months prior to the
Participant’s date of Retirement, and provided further that any such
change does not accelerate the time or schedule of any payment under
the Plan except as provided in Treasury Regulations. Any Payment
Schedule election made within thirteen months of Retirement shall be
null and void, and the most recent valid Payment Schedule election
which is dated at least thirteen months prior to Retirement shall be
deemed to be in effect. In the event a Participant has not made a
valid Payment Schedule election, the Retirement Benefit will be paid
in a single lump sum.





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	4.2	 	In Service Distribution Date Election.






	(a)	 	The Compensation Deferral Agreement (or Participant website
screen) shall also indicate the Participant’s election of In Service
Distribution Date(s) (if any). An In Service Distribution Date must
be at least one (1) full year from the end of the Plan Year during
which deferrals will be credited to the corresponding In Service
Account.
	 
	(b)	 	An In Service Distribution election shall pertain to such
portion of deferred Compensation for the Plan Year as elected by the
Participant. The Plan Administrator shall create an In Service
Account for each unique In Service Distribution Date, unless such
Account already exists, to which such portion of deferred
Compensation shall be credited. In the event an In Service Account
has already been established for the In Service Distribution Date
referred to in the deferral election, such portion of deferred
Compensation shall be credited to the existing In Service Account.
	 
	(c)	 	A Participant may maintain up to five (5) In Service Accounts
at any one point in time.
	 
	(d)	 	A Participant may change or cancel an In Service Distribution
Date, as follows:






	(i)	 	An In Service Distribution Date change (including
a cancellation) may be made by submitting a new Compensation
Deferral Agreement or such other form as may be provided for
In Service Distribution Date changes by the Plan Administrator
(or completing and electronically submitting the appropriate
screen on the Participant website, when available) at any
time, provided that the date that such form is submitted to
the Plan Administrator is at least thirteen (13) months prior
to the In Service Distribution Date being changed, and
provided further that any such change does not accelerate the
time or schedule of any payment under the Plan except as
provided in Treasury Regulations;
	 
	(ii)	 	The In Service Distribution Date may be extended
to a subsequent year (and must be extended by at least five
full years). If the new date corresponds to an existing In
Service Distribution Date, the In Service Accounts will be
combined into one In Service Account. In Service Distribution
Dates may not be accelerated;
	 
	(iii)	 	The In Service Distribution Date may be
cancelled, even after a change. A cancellation of an In
Service Distribution Date shall cause the In Service Account
associated with it to be merged into the Retirement Account;
	 
	(iv)	 	Making an In Service Distribution Date change or
cancellation in accordance with the Plan must pertain to the
entire In Service Account Balance. Such a modification is
specific to the In Service Distribution to




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	 	 	which it refers, and shall not affect other In Service
Distributions (except as provided in (ii) herein) or the
ability of the Participant to make new In Service
Distribution elections with respect to new deferral
contributions so long as the total number of In Service
Distribution Dates does not exceed three (3), or the maximum
set by the Plan Administrator if greater.






	(e)	 	Any portion of a deferral not credited to an In Service
Distribution Account will be credited to the Retirement Account.
	 
	(f)	 	The Compensation Deferral Agreement shall also indicate the
Participant’s Payment Schedule election for each In Service
Distribution Date. Permissible Payment Schedules for In Service
Distributions are: (a) a single lump sum or (b) from two (2) to
five (5) annual installment payments. A Participant shall be
permitted to change his or her In Service Payment Schedule election
at any time by filing a new Compensation Deferral Agreement (or by
following such procedures as are set by the Plan Administrator
regarding using the Participant website, when available), provided
such election is made at least thirteen (13) months prior to the In
Service Distribution Date, and provided further that any such change
does not accelerate the time or schedule of any payment under the
Plan except as provided in Treasury Regulations.






	4.3	 	Company Contributions and Vesting






	(a)	 	Company Matching Contributions. The Company or a
Participating Employer may, in its sole discretion, elect to make
Company Matching Contributions. Unless otherwise communicated to
Participants, the Company Matching Contribution formula is $.50 for
each $1.00 of Compensation deferred by a Participant, with a maximum
contribution of $3,000 per Plan Year. The Company Matching
Contribution shall be credited to the account of a Participant only
if such Participant is employed by his Employer on the last day of
the Plan Year. The Company Matching Contribution shall be credited
to the Participant’s Account(s) in the same proportion as the
Participant has elected for his or her Compensation that is being
matched. Such credit shall be made on the last day of the Plan
Year, unless otherwise specified in the Company Matching
Contribution formula. Contribution formulas may be changed for
future Plan Years, but may not be changed during a Plan Year.
Company Matching Contributions are immediately 100% vested.
	 
	(b)	 	Company Discretionary Contributions. The Company or a
Participating Employer may, in its sole and absolute discretion,
make Company Discretionary Contributions to one, some, or all
Participant(s) by crediting to said Participants’ Retirement Account
an amount determined in the sole and absolute discretion of the
Company. The Company or a Participating Employer shall be under no
obligation to make Company Discretionary Contributions. When made,
Company Discretionary Contributions are immediately 100% vested.





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	(c)	 	Deemed Investments of Company Contributions shall be made in
the same manner as for deferrals (Section 4.4 of the Plan) on the
date the Company Contribution is credited to the Participant’s
Account.






	4.4	 	Allocation Elections and Valuation of Accounts






	(a)	 	A Participant shall elect Investment Options from a menu
provided by the Plan Administrator. The initial election shall be
made on the Allocation Election form approved by the Plan
Administrator (or Allocation Election Screen on the Participant
website approved by the Plan Administrator) and shall specify the
allocations among the Investment Options elected. A Participant may
make different Allocation Elections for each Account. A
Participant’s Accounts shall be valued as the sum of the value of
all Deemed Investments minus any withdrawals or distributions from
said Account. Investment Options shall be utilized to determine the
earnings attributable to the Account. Elections of Investment
Options do not represent actual ownership of, nor ownership rights
in or to, the securities or other investments to which the
Investment Options refer, nor are the Employers in any way bound or
directed to make actual investments corresponding to Deemed
Investments.
	 
	(b)	 	The Plan Administrator, in its sole discretion, shall be
permitted to add or remove Investment Options provided that any such
additions or removals of Investment Options shall not be effective
with respect to any period prior to the effective date of such
change. Any unallocated portion of an Account or any unallocated
portion of new deferrals shall be Deemed Invested in an Investment
Option referring to a money market based fund.
	 
	(c)	 	A Participant may make a new Allocation Election with respect
to future deferrals or current Account Balances (or both), provided
that such new allocations shall be made on the Allocation Election
form approved by the Plan Administrator (or Allocation Election
Screen on the Participant website approved by the Plan
Administrator) and shall specify the allocations among the
Investment Options elected. A Participant may make a different
Allocation Election for each Account Balance. Subject to
restrictions on the timing and number of permitted changes to
Allocation Elections within certain time periods (if any)
established by the Plan Administrator, new Allocation Elections may
be made on any business day, and will become effective on the same
business day or, in the case of Allocation Elections received after
a cut-off time established by the Plan Administrator, the following
business day.
	 
	(d)	 	Notwithstanding anything in this Section to the contrary, the
Employers shall have the sole and exclusive authority to invest any
or all amounts deferred in any manner, regardless of any Allocation
Elections by any Participant. A Participant’s Allocation Election
shall be used solely for purposes of determining the value of




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	 	 	such Participant’s Account Balances and the amount of the
corresponding liability of the Company in accordance with this
Plan.
	 
	(e)	 	If an error or omission is discovered in the Account Balance
of a Participant, in the amount of a Participant’s deferrals, or the
amount of Company Contributions credited to the Participant’s
Account, the Plan Administrator, in its sole discretion, shall cause
appropriate equitable adjustments to be made as soon as
administratively practicable following the discovery of such error
or omission.





ARTICLE V




Distributions and Withdrawals





	5.1	 	In Service Distributions.






	(a)	 	Each In Service Distribution shall be paid in accordance with
the Payment Schedule election made with respect thereto, beginning
within 30 days following the In Service Distribution Date. The In
Service Distribution amount shall be determined as of the In Service
Valuation Date. In the event a Participant has elected installment
payments for an In Service Distribution, the installment payments
shall be determined as set forth in Section 5.4 of the Plan.
	 
	(b)	 	Notwithstanding a Participant’s election to receive an In
Service Distribution, all In Service Account Balances shall be
distributable as part of a Retirement, Termination, Disability, or
Death Benefit if the triggering date for such Benefit occurs prior
to the completion of payment(s) elected in connection with any In
Service Distribution Date.






	5.2	 	Retirement Benefit Distribution. In the event that a Participant
experiences a Retirement, the Retirement Benefit will be paid to such
Participant in accordance with such Participant’s Retirement Benefit
Payment Schedule election. The Retirement Benefit will be paid (or the
first payment will be made) by the Company or Participating Employer
within 30 days following the Termination Valuation Date.
	 
	5.3	 	Termination Benefit Distribution. In the event that a Participant
experiences a Termination of Employment that does not qualify as a
Retirement, death or Disability, the Termination Benefit will be paid to
such Participant in a single lump sum within 30 days following the
Termination Valuation Date.
	 
	5.4	 	Installment Payments. If the Participant has elected installment payments
for such Participant’s Retirement Benefit distribution or an In Service
Distribution, annual cash payments will be made beginning within 30 days
following the applicable Valuation Date (Termination or In Service) or, in
the event of a partial lump sum election, following the first anniversary
of the partial lump sum payment made following Retirement. Such payments
shall continue annually on or about the anniversary of the previous
installment




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	 	 	payment until the number of installment payments elected has been paid.
The installment payment amount shall be determined annually as the result
of a calculation, performed on the Annual Valuation Date, where (a) is
divided by (b):






	(a)	 	equals the value of the applicable Account on the Annual
Valuation Date; and
	 
	(b)	 	equals the remaining number of installment payments.






	5.5	 	Small Account Balance Lump Sum Payment. Anything to the contrary in this
Plan notwithstanding, in the event that a Participant’s Retirement Account
Balance is less than $25,000 on the initial Termination Valuation Date,
the Retirement Benefit shall be paid in a single lump sum and any form of
payment election to the contrary shall be null and void.
	 
	5.6	 	Disability Benefit. In the event a Participant suffers a Disability, the
Disability Benefit shall be paid by the Company or Participating Employer
within 30 days following the Valuation Date, which, for purposes of the
Disability Benefit, shall be the end of the calendar quarter in which the
onset of Disability occurs.
	 
	5.7	 	Death Benefit. In the event of a Participant’s death either before
Termination of Employment or before complete distribution of any In
Service Distribution or Retirement Benefit, such Participant’s
Beneficiary, named on the most recently filed Beneficiary Designation
Form, shall be paid a Death Benefit in the amount of the remaining
Deferred Compensation Account Balance in a single lump sum within 30 days
following the Valuation Date which, for purposes of determining the Death
Benefit, shall be the last day of the calendar quarter in which the
Participant’s death occurs.
	 
	5.8	 	Unforeseeable Emergency. A Participant may request, in writing to the
Plan Administrator, a withdrawal from his or her Deferred Compensation
Account if the Participant experiences an “unforeseeable emergency”. An
unforeseeable emergency is a severe financial hardship to the participant
resulting from an illness or accident of the Participant, the
Participant’s spouse, or a dependent (as defined in Code Section 152(a))
of the Participant, loss of the Participant’s property due to casualty, or
other similar extraordinary and unforeseeable circumstances arising as a
result of events beyond the control of the participant. The Plan
Administrator, in its sole discretion, shall determine whether a
Participant has experienced an unforeseeable emergency. Withdrawals of
amounts because of an unforeseeable emergency are limited to the amounts
necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation
of the participant’s assets (to the extent the liquidation of such assets
would not itself cause severe financial hardship). The amount of such
unforeseeable emergency withdrawal shall be subtracted first from the
vested portion of the Participant’s Retirement Account until depleted and
then from the In Service Distribution Accounts (if any) beginning with the
most distant. Values for purposes of administering this Section shall be
determined on the date the Plan Administrator approves the amount of the




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	 	 	unforeseeable emergency withdrawal, or such other date determined by the
Plan Administrator.
	 
	5.09	 	Court Order. In the event a Court of competent jurisdiction orders a
distribution of part, or all, of a Participant’s Account pursuant to a
valid judgment or court order, the Plan Administrator shall, to the extent
permitted under Code Section 409A (and regulations and other published
governmental guidance with regard thereto), make a distribution to the
Participant or other recipient named in the judgment or court order in the
amount necessary to satisfy the judgment or court order.
	 
	5.10	 	Change in Control. Notwithstanding any other provision of the Plan to the
contrary, a Participant may elect on his Compensation Deferral Agreement,
upon a Change in Control, to receive a distribution of the total Account
Balance, determined as of the date of the Change in Control. Such
distribution shall be made in a lump sum payment within 30 days of the
date on which a Change in Control occurs. The amount of such distribution
shall reduce the Participant’s Account Balance as provided in Section 4.4.
	 
	5.11	 	Deductible Limit. Notwithstanding anything in the Plan to the contrary
other than a distribution made pursuant to a Change in Control under
Section 5.10, the distribution of a Participant’s benefit hereunder shall
be limited to an amount that would not cause the Participant to receive
compensation that the Plan Administrator determines would not be
deductible under Code Section 162(m). Any amount of the Participant’s
Account Balance that is not distributed to the Participant pursuant to the
preceding sentence shall be distributed to the Participant within 30 days
after the Plan Administrator determines that such distribution would be
permissible under the terms and conditions of the preceding sentence.





ARTICLE VI




Administration





	6.1	 	Plan Administration. The Plan shall be administered by the Plan
Administrator, which shall have discretionary authority to make, amend,
interpret and enforce all appropriate rules and regulations for the
administration of this Plan and to utilize its discretion to decide or
resolve any and all questions, including but not limited to eligibility
for benefits and interpretations of this Plan and its terms, as may arise
in connection with the Plan. Claims for benefits shall be filed with the
Plan Administrator and resolved in accordance with the claims procedures
in Article IX.
	 
	6.2	 	Withholding. The Employer shall have the right to withhold from any
payment made under the Plan (or any amount deferred into the Plan) any
taxes required by law to be withheld in respect of such payment (or
deferral).
	 
	6.3	 	Indemnification. The Company shall indemnify and hold harmless each
Employee, former Employee, officer, director, agent or organization, to
whom or to which is




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	 	 	delegated duties, responsibilities, and authority with respect to
administration of the Plan, against all claims, liabilities, fines and
penalties, and all expenses reasonably incurred by or imposed upon him or
it (including but not limited to reasonable attorney fees) which arise as
a result of his or its actions or failure to act in connection with the
operation and administration of the Plan to the extent lawfully allowable
and to the extent that such claim, liability, fine, penalty, or expense
is not paid for by liability insurance purchased or paid for by the
Employer. Notwithstanding the foregoing, the Company shall not indemnify
any person or organization if his or its actions or failure to act are
due to gross negligence or willful misconduct or for any such amount
incurred through any settlement or compromise of any action unless the
Company consents in writing to such settlement or compromise.
	 
	6.4	 	Expenses. The expenses of administering the Plan shall be paid by the
Company.
	 
	6.5	 	Delegation of Authority. In the administration of this Plan, the Plan
Administrator may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit, and may from time to time
consult with legal counsel who may be legal counsel to the Company.
	 
	6.6	 	Binding Decisions or Actions. The decision or action of the Plan
Administrator in respect of any question arising out of or in connection
with the administration, interpretation and application of the Plan and
the rules and regulations thereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.





ARTICLE VII




Amendment and Termination





	7.1	 	Amendment and Termination.






	(a)	 	The Plan is intended to be permanent, but the Plan
Administrator may at any time modify, amend, or terminate the Plan,
provided that such modification, amendment or termination shall not
cancel, reduce, or otherwise adversely affect the amount of benefits
of any Participant accrued (and any form of payment elected) as of
the date of any such modification, amendment, or termination,
without the consent of the Participant.
	 
	(b)	 	Upon a Change in Control of the Company, the successor to the
Company shall have the authority to designate one or more persons to
exercise the authority of the Plan Administrator with respect to
this Section 7.1, and such amendment powers shall be construed to
include the power to merge this Plan into any plan of deferred
compensation sponsored by such successor or its subsidiaries,
subject to the limitations set forth above.




-17-









 






	(c)	 	On termination of the Plan, to the extent permitted under
Code Section 409A (and regulations and other published governmental
guidance with regard thereto), each affected Participant’s Account
Balances shall be distributed in a lump sum payment within 30 days
after the date the Plan is terminated. The amount of any such
distribution shall be determined as of the business day on which
such distribution is processed. For purposes of this Section, the
“business day on which such distribution is processed” refers to the
business day established for such purpose by administrative
practice, even if actual payment is made at a later date due to
delays in valuation, administration or any other procedure. Such
determination shall be binding on all Participants and
Beneficiaries.






	7.2	 	Adverse Income Tax Determination. Notwithstanding anything to the
contrary in the Plan, if any Participant receives a deficiency notice from
the United States Internal Revenue Service asserting constructive receipt
of amounts payable under the Plan or current income taxation of deferred
amounts, Company contributions, and/or the investment earnings attributed
thereto, the Plan Administrator, in its sole discretion, may terminate the
Plan or such Participant’s participation in the Plan, and/or may declare
null and void any Plan provision with respect to affected Participants, or
take any other actions that the Plan Administrator reasonably determines
in good faith that will best carry out the purposes and intent of the
Plan. In addition, it is intended that this Plan comply with all
provisions of the Internal Revenue Code and regulations and rulings in
effect from time to time regarding the permissible deferral of
compensation and taxes thereon, and it is understood that this Plan does
so comply. If the laws of the United States or of any relevant state are
amended or construed in such a way as to make this Plan (or its intended
deferral of compensation and taxes) in whole or in part void, then the
Plan Administrator, in its sole discretion, may choose to terminate the
Plan or it may (to the extent it deems practicable) give effect to the
Plan in such a manner as it deems will best carry out the purposes and
intentions of this Plan.





ARTICLE VIII




Informal Funding





	8.1	 	General Assets. All benefits in respect of a Participant under this Plan
shall be paid directly from the general funds of the Employer, or a Rabbi
Trust created by the Company and funded by the Employers for the purpose
of informally funding the Plan, and other than such Rabbi Trust, if
created, no special or separate fund shall be established and no other
segregation of assets shall be made to assure payment. No Participant,
spouse or Beneficiary shall have any right, title or interest whatever in
or to any investments which an Employer may make to aid the Employer in
meeting its obligation hereunder. Nothing contained in this Plan, and no
action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship, between the
Employer or any if its subsidiaries or affiliated companies and any
Employee, spouse, or Beneficiary. To the extent that any person acquires a
right to




-18-









 






	 	 	receive payments from the Employer hereunder, such rights are no greater
than the right of an unsecured general creditor of the Employer.
	 
	8.2	 	Rabbi Trust. The Company may, at its sole discretion, establish a grantor
trust, commonly known as a Rabbi Trust, as a vehicle for accumulating the
assets needed to pay the promised benefit, but the Company shall be under
no obligation to establish any such trust or any other informal funding
vehicle.





ARTICLE IX




Claims





	9.1	 	A Participant who believes he is entitled to any benefit under the Plan
(a “Claimant”) may file a claim with the Plan Administrator. The Plan
Administrator shall review the claim itself or appoint an individual or an
entity to review the claim.






	(a)	 	If the claim is for a benefit other than a Disability
Benefit, the Claimant shall be notified within 90 days after the
claim is filed whether the claim is allowed or denied, unless the
Claimant receives written notice from the Plan Administrator or
appointee of the Plan Administrator prior to the end of the 90 day
period stating that special circumstances require an extension of
the time for decision. Such extension shall not extend beyond the
day which is 180 days after the day the initial claim is filed.
	 
	(b)	 	In the case of a benefits claim that requires an independent
determination by the Plan Administrator of a Participant’s
Disability status, the Plan Administrator shall notify the Claimant
of the Plan’s benefit determination within a reasonable period of
time, but not later than 45 days after receipt of the claim. If,
due to matters beyond the control of the Plan, the Plan
Administrator needs additional time to process a disability claim,
the Claimant will be notified, within 45 days after the Plan
Administrator receives the claim, of those circumstances and of when
the Plan Administrator expects to make its decision but not beyond
75 days after the day the initial disability claim is filed. If,
prior to the end of the extension period, due to matters beyond the
control of the Plan, a decision cannot be rendered within that
extension period, the period for making the determination may be
extended for up to 105 days after the day the initial disability
claim is filed, provided that the Plan Administrator notifies the
Claimant of the circumstances requiring the extension and the date
as of which the Plan expects to render a decision. The extension
notice shall specifically explain the standards on which entitlement
to a Disability Benefit is based, the unresolved issues that prevent
a decision on the claim and the additional information needed to
resolve those issues, and the Claimant shall be afforded at least 45
days within which to provide the specified information.






	9.2	 	If the Plan Administrator denies a claim, it must provide to the
Claimant, in writing or by




-19-









 






	 	 	electronic communication:






	(a)	 	The specific reasons for the denial;
	 
	(b)	 	A reference to the Plan provision upon which the denial is
based;
	 
	(c)	 	A description of any additional information or material that
the Claimant must provide in order to perfect the claim;
	 
	(d)	 	An explanation of why such additional material or information
is necessary;
	 
	(e)	 	Notice that the Claimant has a right to request a review of
the claim denial and information on the steps to be taken if the
Claimant wishes to request a review of the claim denial; and
	 
	(f)	 	A statement of the Participant’s right to bring a civil
action under ERISA Section 502(a) following a denial on review of
the initial denial.






	 	 	In addition, in the case of a denial of a Disability Benefit on the basis
of the Plan Administrator’s independent determination of the
Participant’s Disability status, the Plan Administrator will provide a
copy of any rule, guideline, protocol, or other similar criterion relied
upon in making the adverse determination (or a statement that the same
will be provided upon request by the Claimant and without charge).
	 
	9.3	 	Except for claims requiring the Plan Administrator’s independent
determination of a Participant’s Disability status, a request for review
of a denied claim must be made in writing to the Plan Administrator within
60 days after receiving notice of denial. The decision upon review will
be made within 60 days after the Plan Administrator’s receipt of a request
for review, unless special circumstances require an extension of time for
processing, in which case a decision will be rendered not later than 120
days after receipt of a request for review. A notice of such an extension
shall be provided to the Claimant within the initial 60 days period and
shall explain the special circumstances and provide an expected date of
decision.
	 
	 	 	The reviewer shall afford the Claimant an opportunity to review and
receive, without charge, all relevant documents, information and records
and to submit issues and comments in writing to the Plan Administrator.
The reviewer shall take into account all comments, documents, records and
other information submitted by the Claimant relating to the claim
regardless of whether the information was submitted or considered in the
initial benefit determination. If the Plan is administered by a
committee or a board of trustees (hereinafter collectively referred as
the “Committee”) that holds regularly scheduled meetings at least
quarterly, the Committee shall instead make a benefit determination no
later than the date of the first meeting of such Committee that
immediately follows the Plan’s receipt of a request for review, unless
the request for review is filed within 30 days preceding the date of such
meeting. In this case, a benefit determination may be made by no later
than the date of the second meeting following the




-20-









 






	 	 	Plan’s receipt of the request for review, unless special circumstances
require an extension of time for processing, in which case a decision
will be rendered not later than the third meeting following the Plan’s
receipt of the request for review. If such an extension of time for
review is require due to special circumstances, the Plan Administrator
shall provide the Claimant with written notice of the extension,
describing the special circumstances and the date as of which the benefit
determination will be made, prior to the commencement of the extension.
The Plan Administrator shall notify the Claimant, of the benefit
determination as soon as possible, but not later than five (5) days after
the benefit determination is made by the Committee.
	 
	9.4	 	In addition to having the right to review documents and submit comments
as described in Section 9.3 above, a Claimant whose claim for a Disability
Benefit requires an independent determination by the Plan Administrator of
the Participant’s Disability status has at least 180 days following
receipt of a notification of an adverse benefit determination within which
to request a review of the initial determination. In such cases, the
review will meet the following requirements:






	(a)	 	The Plan will provide a review that does not afford deference
to the initial adverse benefit determination and that is conducted
by an appropriate named fiduciary of the Plan who did not make the
initial determination that is the subject of the appeal, nor is a
subordinate of the individual who made the determination
(“Fiduciary”).
	 
	(b)	 	The appropriate Fiduciary will consult with a health
professional who has appropriate training and experience in the
field of medicine involved in the medical judgment before making a
decision on review of any adverse initial determination based in
whole or in part on a medical judgment. The professional engaged
for purposes of a consultation in the preceding sentence shall not
be an individual who was consulted in connection with the initial
determination that is the subject of the appeal or the subordinate
of any such individual.
	 
	(c)	 	The Plan will identify to the Claimant the medical or
vocational experts whose advice was obtained on behalf of the Plan
in connection with the review, without regard to whether the advice
was relied upon in making the benefit review determination.
	 
	(d)	 	The decision on review will be made within 45 days after the
Plan Administrator’s receipt of a request for review, unless special
circumstances require an extension of time for processing, in which
case a decision will be rendered not later than 90 days after
receipt of a request for review. A notice of such an extension must
be provided to the Claimant within the initial 45 day period and
must explain the special circumstances and provide an expected date
of decision.






	9.5	 	Upon completion of its review of an adverse initial claim determination,
the Plan Administrator will give the Claimant, in writing or by electronic
notification, a notice




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	 	 	containing:






	(a)	 	its decision;
	 
	(b)	 	the specific reasons for the adverse decision;
	 
	(c)	 	the relevant Plan provisions on which its decision is based;
	 
	(d)	 	a statement that the Claimant is entitled to receive, upon
request and without charge, reasonable access to, and copies of, all
documents, records and other information in the Plan’s files which
is relevant to the Claimant’s claim for benefits;
	 
	(e)	 	a statement describing the Claimant’s right to bring an
action for judicial review under ERISA Section 502(a);
	 
	(f)	 	if an internal rule, guideline, protocol or other similar
criterion was relied upon in making the adverse determination on
review, a statement that a copy of the rule, guideline, protocol or
other similar criterion will be provided without charge to the
Claimant upon request; and
	 
	(g)	 	a statement regarding other dispute resolution rights, if
applicable.






	9.6	 	For purposes of this Article IX, the period of time during which a
benefit determination is required to be made begins at the time a claim is
filed in accordance with these procedures without regard to whether all
the information necessary to make a decision accompanies the claim. If a
period of time is extended due to a Claimant’s failure to submit all
information necessary, the period for making the determination shall be
tolled from the date the notification is sent to the Claimant until the
date the Claimant responds.






	9.7	 	Satisfaction of Claims. Any payment to a Participant or Beneficiary
shall to the extent thereof be in full satisfaction of all Claims
hereunder against the Plan Administrator and the Company, either of whom
may require such Participant or Beneficiary, as a condition to such
payment, to execute a receipt and release therefor in such form as shall
be determined by the Plan Administrator or the Company. If receipt and
release is required but the Participant or Beneficiary (as applicable)
does not provide such receipt and release in a timely enough manner to
permit a timely distribution in accordance with the general timing of
distribution provisions in the Plan, the payment of any affected
distribution may be delayed until the Plan Administrator or the Company
receives a proper receipt and release.




-22-









 











ARTICLE X




General Conditions





	10.1	 	Anti-assignment Rule. The rights or interests of any Participant, spouse
or Beneficiary to any benefits or future payments under the Plan shall not
be subject to attachment or garnishment or other legal process by any
creditor of any such Participant, spouse or Beneficiary, nor shall any
such Participant, spouse or Beneficiary have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or
rights which he may expect to receive under the Plan, except as may be
required by the tax withholding provisions of the Code or a state’s income
tax act.
	 
	10.2	 	No Legal or Equitable Rights or Interest. No Participant or other person
shall have any legal or equitable rights or interest in this Plan that are
not expressly granted in this Plan. Participation in this Plan does not
give any person any right to be retained in the service of the Company or
any of its subsidiaries or affiliated companies. The right and power of
the Company (or any of its subsidiaries or affiliated companies that is
the Employee’s employer) to dismiss or discharge an Employee is expressly
reserved.
	 
	10.3	 	No Employment Contract. Nothing contained herein shall be construed to
constitute a contract of employment between an Employee and the Company or
any of its subsidiaries or affiliated companies.
	 
	10.4	 	Headings. The headings of Articles and Sections are included solely for
convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.
	 
	10.5	 	Invalid or Unenforceable Provisions. If any provision of this Plan shall
be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and the Plan Administrator
may elect in its sole discretion to construe such invalid or unenforceable
provisions in a manner that conforms to applicable law or as if such
provisions, to the extent invalid or unenforceable, had not been included.
	 
	10.6	 	Governing Law. To the extent not preempted by ERISA, the laws of the
State of Michigan shall govern the construction and administration of the
Plan.
	 
	10.7	 	Notices. Unless the Plan provides otherwise, any notice or document
relating to the Plan required to be given to or filed with the Plan
Administrator or the Company shall be considered as given or filed at such
time and in such form as required or permitted in accordance with uniform
procedures adopted by the Plan Administrator.
	 
	10.8	 	Litigation. In any action or proceeding regarding any Plan benefits or
the administration of the Plan, Employees or former Employees, their
Beneficiaries and any other persons claiming to have an interest in the
Plan shall not be necessary parties and shall not be




-23-









 






	 	 	entitled to any notice of process. Any final judgment which is not
appealed or appealable and which may be entered in any such action or
proceeding shall be binding and conclusive on the parties hereto and on
all persons having or claiming to have any interest in the Plan.
Acceptance of participation in the Plan shall constitute a release of the
Company, the Plan Administrator and its agents from any and all liability
and obligation not involving willful misconduct or gross neglect.
	 
	10.9	 	Effect on Other Employee Benefit Plans. Any benefit paid or payable
under this Plan shall not be included in a Participant’s or Employee’s
compensation for purposes of computing benefits under any employee benefit
plan maintained or contributed to by an Employer except as may otherwise
be required under the terms of such employee benefit plan.






-24-