birdsallincsupplementary.htm


    
      Nicor
Inc.

      Form
8-K

      Exhibit
10.1




     

     

    
 

    Birdsall, Inc. Supplementary
Savings Plan

    


    (Effective
January 1, 2009)

     

     

     

     

     

    
 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
OF CONTENTS

    


    Page

     

    
      	
               Section
      1

            	
               

            	         	
              1

            
	 	 	 	 
	 General	 	 	
               1

            
	 	 	 	 
	 	 1.1	 History,
      Purpose and Effective
      Date	
               1

            
	 	 1.2	 Source
      of Benefit
      Payments	
               
      1

            
	 	 1.3	 Applicable Laws	
               1

            
	 	 1.4	 Gender
      and Number	
               1

            
	 	 1.5	 Notices	
               1

            
	 	 1.6	 Action
      by Employers	
               1

            
	 	 1.7	 Limitations
      on Provisions	
               2

            
	 	 1.8	 Claims
      Procedures	
               2

            
	 	 1.9	 Definitions	
               2

            
	 	 	 	 
	 Section
      2	 	 	
               2

            
	 	 	 	 
	 Participation
      	 	 	
               2

            
	 	 	 	 
	 	
               2.1

            	 Eligibility
      to Participate 	
               2

            
	 	 2.2	 Beneficiary 	
               3

            
	 	 2.3	 Plan
      Not Contract of Employment 	
               3

            
	 	 	 	 
	 Section
      3	 	 	
               3

            


    

    
    

     

    
      	 Participant
      Elections     	
               3

            


    

     

    
      	 	 3.1	 Participant
      Account	
               3

            
	 	 3.2	 Distribution
      Elections	
               3

            
	 	 	 	 
	 Section
      4	 	 	
               4

            
	 	 	 	 
	 	 4.1	 Supplemental
      Matched Contributions	
               4

            
	 	 4.2	 Supplemental
      Profit Sharing Contributions	
               5

            
	 	 	 	 
	 Section
      5	 	 	
               5

            


    

     

    
      	Plan
      Accounting	
               5

            


    

     

    
      	 	 5.1	 Allocation
      and Crediting of Contributions	
               5

            


    

    
    

     

    
      
        
           

          
            
              i

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
    

    
    

    
      	 Section 6
      	
               5

            
	 	 
	 Payment of
      Plan Benefits	
               5

            


    

     

    
      	
            	 6.1	 Distributions 	
               5

            
	 	 6.2	 Distributions
      To Persons Under Disability	
               6

            
	 	 6.3	 Benefits
      May Not Be Assigned or Alienated	
               6

            


    

     

    
      	Section 7
      	
               7

            
	 	 
	 Committee	
               7

            


       

    

    
      	
            	 7.1	 Membership 	
               7

            
	 	 7.2	 Powers
      of Committee 	
               7

            
	 	 7.3	 Delegation
      by Committee 	
               8

            
	 	 7.4	
               Information
      to be Furnished to Committee 

            	
               8

            
	 	 7.5	 Committee’s
      Decision Final 	
               8

            
	 	 7.6	
               Liability
      and Indemnification of the Committee 

            	
               8

            


       

    

    
      	 	 
	Section 8
      	
               8

            
	 	 
	 Amendment
      and Termination	
               8

            
	 	 
	 Section
      9	
               9

            
	 	 
	 Code
      Section
      409A	
               9

            


       

    

    
      	
            	 9.1	 Section
      409A Compliance	
               9

            
	 	 9.2	 Special
      Distribution 	
               9

            


       

    

     

    
      
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    Birdsall,
Inc. Supplementary Savings Plan

     

    SECTION
1

     

    General

     

    1.1  History,
Purpose and Effective Date.  Birdsall,
Inc. (the “Company”) previously established the Birdsall, Inc. Retirement
Savings Plan (the “Savings Plan”) to provide retirement and other benefits to or
on behalf of its eligible employees and those of its Affiliates which, with the
consent of the Company, adopt the Savings Plan.  Contrary to the
desire of the Company, the amount of the contributions which may be made to the
Savings Plan by or for the benefit of an employee under the Savings Plan may be
limited by reason of the application of certain provisions of the Internal
Revenue Code of 1986, as amended (the “Code”).  Therefore, the Company
hereby establishes the Birdsall, Inc. Supplementary Savings Plan (the “Plan”),
effective January 1, 2009 (the “Effective Date”), to ensure that affected
individuals will receive benefits in an amount comparable to the amount that
they would have received under the Savings Plan if certain limitations of the
Code were not applicable to the Savings Plan.  The Company and any
Affiliate of the Company which adopts the Plan for the benefit of its eligible
employees are referred to below, collectively, as the “Employers” and
individually as an “Employer”.

     

    1.2  Source of
Benefit Payments.  The
amount of any benefit payable under the Plan shall be paid from the general
revenues of the Employer with respect to whose former employee the benefit is
payable.  If a Participant (as defined in subsection 2.1) has been
employed by more than one Employer, the portion of his Plan benefit payable by
each such Employer shall be equal to that portion of his Account (as defined in
subsection 3.1) attributable to his services performed with respect to that
Employer.  The Company and any Employer may, but are not required by
this Plan to, establish one or more trusts, the assets of which are subject to
the claims of general creditors of the Employer or any affiliate thereof. An
Employer’s obligation under the Plan shall be reduced to the extent that any
amounts due under the Plan are paid from any such trust.

     

    1.3  Applicable
Laws.  The
Plan shall be construed and administered in accordance with the laws of the
State of Florida to the extent that such laws are not preempted by the laws of
the United States of America.

     

    1.4  Gender and
Number.  Where
the context admits, words in one gender shall include the other gender, words in
the singular shall include the plural and the plural shall include the
singular.

     

    1.5  Notices.  Any
notice or document required to be filed with the Committee under the Plan will
be properly filed if delivered or mailed by registered mail, postage prepaid, to
the Committee, in care of the Company, at its principal executive
offices.  Any notice required under the Plan may be waived by the
person entitled to notice.

     

    1.6  Action by
Employers.  Any
action required or permitted to be taken under the Plan by any Employer which is
a corporation shall be by resolution of its Board of Directors, or by a person
or persons authorized by its Board of Directors.  Any action required
or permitted to be taken by any Employer which is a partnership shall be by a
general partner of such partnership or by a duly authorized officer
thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.7  Limitations on
Provisions.  The
provisions of the Plan and the benefits provided hereunder shall be limited as
described herein.  Any benefit payable under the Savings Plan shall be
paid solely in accordance with the terms and conditions of the Savings Plan and
nothing in this Plan shall operate or be construed in any way to modify, amend,
or affect the terms and provisions of the Savings Plan.

     

    1.8  Claims
Procedures.  Any
claim for benefits under the Plan shall be governed by and submitted pursuant to
the rules established under the Birdsall Claims Procedures for Nonqualified
Plans, as such are in effect from time to time.  The decision of the
Committee shall be conclusive, final and binding in all respects on both the
Company and the claimant.  Benefits shall be paid only if the
Committee determines that the claimant is entitled to them.

     

    1.9  Definitions.

        (a)     Accounting
Date.  The “Accounting Date” shall be the last day of each
calendar month and each other date specified by the
Committee.

     

    (b)   Affiliate.  The
term “Affiliate” means any corporation, trade or business during any period that
it is, along with any Employer, a member of a controlled group of corporations
or a controlled group of trades or businesses (as described in sections 414(b)
and (c), respectively, of the Code).

     

    (c)   Beneficiary.  “Beneficiary”
shall have the meaning described in subsection 2.2.

     

    (d)   Installment Payment
Period.  “Installment
Payment Period” means the period of annual installment payments elected by
the Participant in his Distribution Election in accordance with subsection
6.1(b), commencing on the Payment Date.

     

    (e)   Payment
Date.  “Payment Date” shall have the meaning described in
subsection 3.2(b).

     

    (f)   Plan
Year.  The “Plan Year” shall be the calendar
year.

     

    (g)   Separation
from Service.  “Separation from Service” is the date of
termination of the Participant’s services to his Employer and all Affiliates,
whether voluntarily or involuntarily, as determined in accordance with Treas.
Reg. §1.409A-1(h).

     

    (h)   Termination
Date.  The term “Termination Date” will be the date of the
Participant’s Separation from Service.

     

    SECTION
2

     

    Participation

     

    2.1  Eligibility to
Participate.  Subject
to the terms and conditions of the Plan, each employee of an Employer who is
employed in an executive position - which has been designated by the Committee
as eligible for participation in the Plan shall become a “Participant” in the
Plan

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     for
any Plan Year in which the matched contributions or profit sharing contributions
with respect to the eligible employee under the Savings Plan for any Plan Year
are limited by section 401(k), 401(m), 415, 402(g) or 401(a)(17) of the
Code.  Such eligible employee shall become a Participant on the first
date after such employer matched contributions or profit sharing contributions
are so limited in accordance with the rules established by the
Committee.

     

    Once
an eligible employee becomes a Participant in the Plan, he shall remain a
Participant so long as he has an Account balance under the Plan, provided that
employer contributions made pursuant to Sections 4.1 and 4.2 shall be made on
his behalf only to the extent that such employer contributions are limited under
the Savings Plan.

     

    2.2  Beneficiary.  Each
Participant from time to time, by signing a form furnished by the Committee, may
designate any legal or natural person or persons (who may be designated
contingently or successively) to whom his benefits under the Plan are to be paid
if he dies before he receives all of his benefits (“Beneficiary”).  A
beneficiary designation form will be effective only when the signed form is
filed with the Committee while the Participant is alive and will cancel all
beneficiary designation forms filed earlier.  If more than one
Beneficiary has been designated, the balance in the Participant’s Account shall
be distributed to each such Beneficiary per capita.  Except as
otherwise specifically provided in this subsection 2.2, if a deceased
Participant failed to designate a Beneficiary as provided above, or if no
designated Beneficiary survives the Participant or dies before complete payment
of the Participant’s benefits, then his benefits shall be paid to the legal
representative or representatives of the estate of the last to die of the
Participant and any designated Beneficiary.

     

    If
the Participant dies before the payment of all of the benefits to which he is
entitled, payment of his Account balance shall continue to be made, in
accordance with the Participant’s Distribution Election, to his
Beneficiary.

     

    2.3  Plan Not
Contract of Employment.  The
Plan does not constitute a contract of employment, and participation in the Plan
will not give any employee the right to be retained in the employ of any
Employer nor any right or claim to any benefit under the Plan, unless such right
or claim has specifically accrued under the terms of the Plan.

     

    SECTION
3

     

    Participant
Elections

     

    3.1  Participant
Account.  The
Committee shall maintain an “Account”, and such subaccounts as the Committee
deems necessary or appropriate, in the name of each person who is a
Participant.

     

    3.2  Distribution
Elections.  Distribution
of a Participant’s Account under the Plan shall be subject to the
following:

     

    (a)   Each
Participant shall file a “Distribution Election” specifying the form of
payment under subsection 6.1(b) with respect to all amounts in his Account.
 Such Distribution Election shall be filed prior to the first day of the
Plan Year in which contributions are made on his behalf under the Plan (or under
the transition rules of Code 

     

    
      
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    Section
409A, prior to January 1, 2009).  A Distribution Election shall be
irrevocable as of the day immediately preceding such Plan
Year.  Notwithstanding the foregoing, a Participant who becomes
initially eligible to participate in the Plan during the Plan Year shall be
permitted in accordance with Treas. Reg. §1.409A-2(a)(7)(iii) to file a
Distribution Election within 30 days after the beginning of the immediately
following Plan Year, with respect to the deferrals earned during the Plan
Year in which he first becomes eligible and subsequent years.  Such
election shall become irrevocable on the thirtieth (30th)
day of such next Plan Year.

     

    (b)   Benefits
payable to or on account of any Participant shall commence as of the later of
(i) the first business day of the seventh month after the Participant’s
Termination Date or (ii) the January 1 next following the Participant’s
Termination Date (the “Payment Date”).

     

    (c)   A Participant may change
his Distribution Election after it has become irrevocable by submitting a
modified Distribution Election to the Committee under the rules of the Plan, and
in accordance with the following criteria:

     

    (i)           The
election of the new form of payment shall have no effect until at least 12
months after the date on which the modified Distribution Election is
made;

     

    (ii)           The
Payment Date under the modified Distribution Election must be the first day of a
calendar year that is no sooner than five (5) years after the previously
designated Payment Date; and

     

    (iii)           The
modified Distribution Election must be made at least 12 months prior to the
Participant’s previously designated Payment Date.

     

    A
Participant’s modified Distribution Election 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 Payment Date.  Any such
modified Distribution Election must comply with the requirements of this
subsection 3.2 and subsection 6.1(b). 

     

    SECTION
4

     

    Contributions

     

    4.1   Supplemental
Matched Contributions.  For
any Plan Year, a Participant’s Account will be credited with an amount equal to
the difference between (a) the employer matched contributions that would have
been contributed on behalf of the Participant to the Savings Plan for that Plan
Year, in accordance with the terms thereof and based on his tax deferred
election under the Savings Plan as in effect on the limitation date, determined
without regard to the limitations of sections 415, 402(g), 401(k), 401(m) and
401(a)(17) of the Code, and (b) the amount of employer matched contributions
actually made to the Savings Plan on behalf of the Participant; provided,
however that no Supplemental Matched Contributions shall be made to a
Participant’s Account under the Plan for periods after the Participant’s
Termination Date. Credits to the Participant’s Account pursuant to this
subsection 4.1 (called “Supplemental Matched 

     

    
      
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    Contributions”)
shall be made at the same time that employer matched contributions would
otherwise have been credited to his accounts under the Savings Plan or, if
later, at the same time that the employer matched contributions would
otherwise have been distributed to the participant due to the limitations of
section 401(k) or 401(m) of the Code.

     

    4.2  Supplemental
Profit Sharing Contributions.  For
any Plan Year, a Participant’s Account will be credited with an amount equal to
the difference between (a) the employer profit sharing contributions that would
have been contributed on behalf of the Participant to the Savings Plan for that
Plan Year, in accordance with the terms thereof, determined without regard to
the limitations of sections 415 or 401(a)(17) of the Code, and (b) the amount of
employer profit sharing contributions actually made to the Savings Plan on
behalf of the Participant.  Credits to the Participant’s Account
pursuant to this subsection 4.2 (called “Supplemental Profit Sharing
Contributions”) shall be made at the same time that employer profit sharing
contributions would otherwise have been credited to his accounts under the
Savings Plan or, if later, at the same time that the employer profit
sharing contributions would otherwise have been distributed to the
participant due to the limitations of section 401(k) or 401(m) of the
Code.

     

    SECTION
5

     

    Plan
Accounting

     

    5.1  Allocation and
Crediting of Contributions.  As
of each Accounting Date until the Participant’s Account has been fully
distributed, the Committee shall adjust the Account of each Participant in the
following manner and order:

     

    (a)   first,
charge to each Participant’s Account the amount of any distributions that have
been paid to or on behalf of the Participant since the last preceding Accounting
Date pursuant to subsection 6.1 that have not previously been
charged;

     

    (b)   next, credit to his
Account the amount of the Supplemental Matched Contributions, if any, made by or
on behalf of the Participant since the last preceding Accounting Date that have
not previously been credited;

     

    (c)   next, credit to his
Account the amount of the Supplemental Profit Sharing Contributions, if any,
made by or on behalf of the Participant since the last preceding Accounting Date
that have not previously been credited; and

     

    (d)   finally, credit
to each Participant’s Account earnings computed at a rate of return equal to the
rate of return for the investment fund designated by the Committee, based on the
weighted average balance of the Account for the accounting period.

     

    SECTION
6

     

    Payment of Plan
Benefits

     

    6.1 Distributions.

     

    
      
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    (a)   Subject
to the following provisions of this subsection 6.1, as of the Participant’s
Payment Date, in accordance with his Distribution Election there shall be
payable to him or, in the event of his death, to his Beneficiary an amount equal
to:

     

    (i)           that
portion of the balance of his Account attributable to Supplemental Matched
Contributions, and earnings thereon, to the extent vested, as determined below;
plus

     

    (ii)           that
portion of the balance of his Account attributable to Supplemental Profit
Sharing Contributions, and earnings thereon, to the extent vested.

     

    The
Participant shall be vested in his Account to the same extent that the
Participant is vested in his accounts under the Savings Plan.  If the
Participant’s Termination Date occurs prior to full vesting in his Account, he
will forfeit his rights to any Supplemental Matched Contributions and
Supplemental Profit Sharing Contributions, as well as earnings thereon, credited
to his Account.

     

    (b)   Except as provided in Section
9 or 6.1(c) of the Plan, upon the Participant’s Payment Date, any amounts
payable under the Plan shall be paid in up to ten (10) substantially equal
annual installments over the Installment Payment Period, in accordance with the
Participant’s Distribution Election.  Installment payments shall be
treated as a single payment for purposes of Code Section 409A.

     

    (c)   In
any situation in which the Committee is unable to determine the method of
payment because of an incomplete, unclear or uncertain Distribution Election or
if no Distribution Election is on file, then distribution shall be made in a
single installment payment in accordance with subsection 6.2(b), as of the
Participant’s Payment Date.

     

    (d)   Notwithstanding the foregoing
provisions of this subsection 6.1 or any Distribution Election to the contrary,
if the value of a Participant’s Account balance (and any other nonqualified
deferred compensation account balance that must be aggregated with the Plan
pursuant to Treas. Reg. §1.409A-1(c)(2)) does not exceed the limit in Section
402(g) of the Code, as adjusted for cost of living expenses ($15,500 for 2008),
determined as of the Participant’s Payment Date, the Participant’s Account
balances shall be paid to the Participant or Beneficiary, as applicable, in a
lump sum as soon as practicable after the Participant’s Payment
Date.

     

    6.2  Distributions To Persons
Under Disability.  In
the event a Participant or his Beneficiary is declared incompetent and a
conservator or other person legally charged with the care of his person or of
his estate is appointed, any benefit to which such Participant or Beneficiary is
entitled under the Plan shall be paid to such conservator or other person
legally charged with the care of his person or of his estate.

     

    6.3  Benefits May Not Be Assigned
or Alienated.  The
benefit payable to any Participant or Beneficiary under the Plan may not be
voluntarily or involuntarily assigned or alienated.

    


    
      
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    SECTION
7

     

    Committee

     

    7.1  Membership.  The
authority to manage and control the operation and administration of the Plan
shall be vested in the Company’s Board of Directors (the
“Committee”).  Except as otherwise specifically provided in this
Section 7, in controlling and managing the operation and administration of the
Plan, the Committee shall act by the concurrence of a majority of its then
members by meeting or by writing without a meeting.  The Committee, by
unanimous written consent, may authorize any one of its members to execute any
document, instrument or direction on its behalf.

     

    7.2  Powers of
Committee.  Subject
to the conditions and limitations of the Plan, the Committee shall have the sole
and complete authority and discretion to:

     

    (a)   Conclusively
interpret and construe the provisions of the Plan and to remedy ambiguities,
inconsistencies and omissions of whatever kind or nature;

     

    (b)   Adopt,
and apply in a uniform and nondiscriminatory manner to all persons similarly
situated, such rules of procedure and regulations as, in its opinion, may be
necessary for the proper and efficient administration of the Plan, and as are
consistent with the provisions of the Plan;

     

    (c)   Conclusively
determine all questions arising under the Plan, including the power to determine
rights or eligibility of employees or former employees, and the respective
benefits of Participants and others entitled thereto;

     

    (d)   Maintain
and keep adequate records concerning the Plan and concerning its proceedings and
acts in such form and detail as the Committee may decide;

     

    (e)   Direct
all benefit payments under the Plan;

     

    (f)   Furnish
the Company and its subsidiaries with such information with respect to the Plan
as may be required by them for tax or other purposes;

     

    (g)   By
unanimous action of the members then acting, employ agents and counsel (who also
may be employed by the Company and its subsidiaries or a trustee) and to
delegate to them, in writing, such powers as the Committee considers
desirable;

     

    (h)   Correct
any defect or omission and to reconcile any inconsistency in the Plan, and to
remedy any error in any payment made hereunder; and

     

    (i)   make all
other determinations and take all other actions necessary or advisable for the
implementation and administration of the Plan.

     

    Except as
otherwise specifically provided by the Plan, any determinations to be made by
the Committee under the Plan shall be decided by the Committee in its sole
discretion. Any  

     

    
      
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    interpretation
of the Plan by the Committee and any decision made by it under the Plan is
conclusive, final and binding on all persons.

     

    7.3  Delegation by
Committee.  The
Committee may allocate all or any part of its responsibilities and powers to any
one or more of its members and may delegate all or any part of its
responsibilities and powers to any person or persons selected by
it.  Any such allocation or delegation may be revoked at any
time.

     

    7.4  Information to be Furnished
to Committee.  The
Company and participating subsidiaries shall furnish the Committee such data and
information as it may require.  The records of the Company and
participating subsidiaries as to an employee’s or Participant’s period of
employment, termination of employment and the reason therefor, leave of absence,
reemployment and compensation amounts shall be conclusive on all persons unless
determined to be incorrect.  Participants and other persons entitled
to benefits under the Plan must furnish the Committee such evidence, data or
information as the Committee considers desirable to carry out the
Plan.

     

    7.5  Committee’s Decision
Final.  To
the extent permitted by law, any interpretation of the Plan and any decision on
any matter within the discretion of the Committee made by the Committee in good
faith is binding on all persons.  A misstatement or other mistake of
fact shall be corrected when it becomes known, and the Committee shall make such
adjustment on account thereof as it considers equitable and
practicable.  Notwithstanding any other provision of the Plan to the
contrary, benefits under the Plan will be paid only if the Committee, in its
discretion, determines that the applicant is entitled to them.

     

    7.6  Liability and
Indemnification of the Committee.  No
member of the Committee shall be liable to any person for any action taken or
omitted in connection with the administration of the Plan unless attributable to
his own fraud or willful misconduct; nor shall the Company or participating
subsidiaries be liable to any person for any such action unless attributable to
fraud or willful misconduct on the part of a director or employee of the Company
or participating subsidiaries.  The Committee and the individual
members thereof shall be indemnified by the Company or participating subsidiary
against any and all liabilities, losses, costs and expenses (including legal
fees and expenses) of whatsoever kind and nature which may be imposed on,
incurred by or asserted against the Committee or its members by reason of the
performance of a Committee function under the terms of this Plan unless such
liability, loss, cost or expense arises due to his own fraud or willful
misconduct.  This indemnification shall not duplicate but may
supplement any coverage available under any applicable insurance.

    SECTION
8

     

    Amendment and
Termination

     

    The
Committee may, at any time, amend or terminate the Plan; provided, however, that
subject to the provisions of the following sentence and Section 9, neither an
amendment nor a termination shall adversely affect the rights of any Participant
or Beneficiary under the Plan.  The Committee, by Plan amendment or
termination, may prospectively modify or eliminate the right to have
Supplemental Matched Contributions or Supplemental Profit Sharing Contributions


     

    
      
        8

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    credited
to the Account of any Participant.  Notwithstanding the foregoing
provisions of this Section 8, the Committee may amend or terminate the Plan at
any time, to take effect retroactively or otherwise, as deemed necessary or
advisable for purposes of conforming the Plan to any present or future law,
regulations or rulings relating to plans of this or a similar
nature.

     

    In the
event of a Plan termination, the Committee shall distribute Accounts in
accordance with the requirements of Treas. Reg.
§1.409A-3(j)(4)(ix).

     

    SECTION
9

     

    Code Section 409A

     

    9.1  Section 409A
Compliance.  To
the extent applicable, this Plan shall be interpreted in accordance with Section
409A of the Code and Department of Treasury regulations and other interpretive
guidance issued thereunder.  If the Company determines that any
compensation or benefits payable under this Plan do not comply with Section 409A
of the Code and related Department of Treasury guidance, the Company shall amend
the Plan or take such other actions as the Company deems necessary or
appropriate to comply with the requirements of Section 409A of the Code while
preserving the economic agreement of the parties.

     

    9.2  Special
Distribution.  Any
other provision of the Plan to the contrary notwithstanding, in the event that
the IRS prevails in its claims that amounts contributed to the Plan, and/or
earnings thereon, constitute taxable income to the Participant or his
Beneficiary for any taxable year of his, prior to the taxable year in which such
contributions and/or earnings are distributed to the Participant or Beneficiary,
or in the event that legal counsel satisfactory to the Company, the trustee and
the applicable Participant or Beneficiary renders an opinion that the IRS would
likely prevail in such a claim, the amount subject to such income tax shall be
immediately distributed to the Participant or Beneficiary.

    


    
      
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