endo_ex10-1.htm


    
      Exhibit
        10.1

       

      ENDO
        PHARMACEUTICALS HOLDINGS INC.

      


      EXECUTIVE
        DEFERRED COMPENSATION PLAN

      


      (Effective
        January 1, 2008)

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      ENDO
        PHARMACEUTICALS HOLDINGS INC.

       EXECUTIVE
        DEFERRED COMPENSATION PLAN

      


      


      
        	
                ARTICLE
                  I

              	
                INTRODUCTION

              	 	
                1

              
	 	
                1.1.

              	
                Purpose

              	
                1

              
	 	
                1.2.

              	
                Effective
                  Date

              	
                1

              
	 	
                1.3.

              	
                Type
                  of Plan

              	
                1

              
	 	 	 	 
	
                ARTICLE
                  II

              	
                DEFINITIONS

              	 	
                2

              
	 	
                2.1.

              	
                “Account”

              	
                2

              
	 	
                2.2.

              	
                “Administrator”

              	
                2

              
	 	
                2.3.

              	
                “Affiliate”

              	
                2

              
	 	
                2.4.

              	
                “Base
                  Salary”

              	
                2

              
	 	
                2.5.

              	
                “Beneficiary”

              	
                2

              
	 	
                2.6.

              	
                “Board”

              	
                2

              
	 	
                2.7.

              	
                “Change
                  in Control”

              	
                2

              
	 	
                2.8.

              	
                “Code”

              	
                3

              
	 	
                2.9.

              	
                “Committee”

              	
                3

              
	 	
                2.10.

              	
                “Company”

              	
                3

              
	 	
                2.11.

              	
                “Company
                  Stock”

              	
                3

              
	 	
                2.12.

              	
                “Deferrable
                  Compensation”

              	
                3

              
	 	
                2.13.

              	
                “Deferral
                  Period”

              	
                3

              
	 	
                2.14.

              	
                “Election
                  Form”

              	
                4

              
	 	
                2.15.

              	
                “Eligible
                  Employee”

              	
                4

              
	 	
                2.16.

              	
                “Employee”

              	
                4

              
	 	
                2.17.

              	
                “Employer”

              	
                4

              
	 	
                2.18.

              	
                “ERISA”

              	
                4

              
	 	
                2.19.

              	
                “Fair
                  Market Value”

              	
                4

              
	 	
                2.20.

              	
                “Incentive
                  Compensation”

              	
                4

              
	 	
                2.21.

              	
                “Installment
                  Payment”

              	
                4

              
	 	
                2.22.

              	
                “Leave
                  of Absence”

              	
                5

              
	 	
                2.23.

              	
                “Lump
                  Sum Payment”

              	
                5

              
	 	
                2.24.

              	
                “Participant”

              	
                5

              
	 	
                2.25.

              	
                “Payment
                  Date”

              	
                5

              
	 	
                2.26.

              	
                “Performance-Based
                  Compensation”

              	
                5

              
	 	
                2.27.

              	
                “Plan”

              	
                5

              
	 	
                2.28.

              	
                “Plan
                  Year”

              	
                5

              
	 	
                2.29.

              	
                “Restricted
                  Stock Unit”

              	
                5

              
	 	
                2.30.

              	
                “Specified
                  Employee”

              	
                5

              
	 	
                2.31.

              	
                “Termination
                  of Employment”

              	
                6

              
	 	
                2.32.

              	
                “Unforeseeable
                  Emergency”

              	
                6

              
	 	 	 	 
	
                ARTICLE
                  III

              	
                PARTICIPATION
                  BY ELIGIBLE EMPLOYEES

              	
                7

              
	 	
                3.1.

              	
                Participation

              	
                7

              
	 	
                3.2.

              	
                Cessation
                  of Participation

              	
                7

              


      

       

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                3.3.

              	
                Ineligible
                  Status

              	
                7

              
	 	 	 	 
	
                ARTICLE
                  IV

              	
                PARTICIPANT
                  DEFERRALS

              	
                 

              	
                 8

              
	 	
                4.1.

              	
                Deferral
                  Elections -
                  General

              	
                8

              
	 	
                4.2.

              	
                First
                  Year of Eligibility

              	
                8

              
	 	
                4.3.

              	
                Deferral
                  of Incentive Compensation

              	
                8

              
	 	
                4.4.

              	
                Deferral
                  of Restricted Stock Units

              	
                8

              
	 	
                4.5.

              	
                Cessation
                  of Deferral Elections

              	
                9

              
	 	
                4.6.

              	
                Changes
                  to Deferral Elections

              	
                9

              
	 	 	 	 
	
                ARTICLE
                  V

              	
                DISTRIBUTIONS

              	 	
                10

              
	 	
                5.1.

              	
                Time
                  of Payment

              	
                10

              
	 	
                5.2.

              	
                Form
                  of Payment

              	
                10

              
	 	
                5.3.

              	
                Permissible
                  Distribution

              	
                10

              
	 	
                5.4.

              	
                Permissible
                  Acceleration of Payment

              	
                11

              
	 	
                5.5.

              	
                Permissible
                  Delay of Payment

              	
                12

              
	 	
                5.6.

              	
                Payment
                  Deemed Timely

              	
                13

              
	 	
                5.7.

              	
                Valuation
                  of Distributions

              	
                13

              
	 	 	 	 
	
                ARTICLE
                  VI

              	
                ACCOUNTS

              	 	
                14

              
	 	
                6.1.

              	
                Account

              	
                14

              
	 	
                6.2.

              	
                Crediting
                  of Earnings on Non-Stock Compensation

              	
                14

              
	 	
                6.3.

              	
                Crediting
                  of Earnings on Restricted Stock Units

              	
                14

              
	 	
                6.4.

              	
                Statement
                  of Account

              	
                15

              
	 	
                6.5.

              	
                Vesting

              	
                15

              
	 	 	 	 
	
                ARTICLE
                  VII

              	
                FUNDING
                  AND PARTICIPANTS INTEREST

              	
                16

              
	 	
                7.1.

              	
                Plan
                  Unfunded

              	
                16

              
	 	
                7.2.

              	
                Establishment
                  of Grantor Trust

              	
                16

              
	 	
                7.3.

              	
                Participants’
                  Interest in Plan

              	
                16

              
	 	 	 	 
	
                ARTICLE
                  VIII

              	
                ADMINISTRATION
                  AND INTERPRETATION

              	
                17

              
	 	
                8.1.

              	
                Administration

              	
                17

              
	 	
                8.2.

              	
                Interpretation

              	
                17

              
	 	
                8.3.

              	
                Records
                  and Reports

              	
                17

              
	 	
                8.4.

              	
                Payment
                  of Expenses

              	
                17

              
	 	
                8.5.

              	
                Indemnification
                  for Liability

              	
                17

              
	 	
                8.6.

              	
                Claims
                  Procedure

              	
                17

              
	 	
                8.7.

              	
                Review
                  Procedure

              	
                18

              
	 	
                8.8.

              	
                Legal
                  Claims

              	
                18

              
	 	
                8.9.

              	
                Participant
                  and Beneficiary Information

              	
                18

              
	 	 	 	 
	
                ARTICLE
                  IX

              	
                AMENDMENT
                  AND TERMINATION

              	
                19

              
	 	
                9.1.

              	
                Amendment

              	
                19

              
	 	
                9.2.

              	
                Termination
                  of Plan

              	
                19

              


      

       

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
 

      
        	 	 	 	 
	
                ARTICLE
                  X

              	
                MISCELLANEOUS
                  PROVISIONS

              	
                21

              
	 	
                10.1.

              	
                Right
                  of Employer to Take Employment Actions

              	
                21

              
	 	
                10.2.

              	
                Alienation
                  or Assignment of Benefits

              	
                21

              
	 	
                10.3.

              	
                Company’s
                  Protection

              	
                21

              
	 	
                10.4.

              	
                Construction

              	
                21

              
	 	
                10.5.

              	
                Headings

              	
                21

              
	 	
                10.6.

              	
                Number
                  and Gender

              	
                21

              
	 	
                10.7.

              	
                Right
                  to Withhold

              	
                21

              


      

    

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

    
      ENDO
        PHARMACEUTICALS HOLDINGS INC.

       EXECUTIVE
        DEFERRED COMPENSATION PLAN

      (Effective
        January 1, 2008)

      


      ARTICLE
        I

      INTRODUCTION

       

      


      1.1.           Purpose.  The
        purpose of the Plan is to promote the interests of the Company and the
        stockholders of the Company by providing Executives the opportunity to defer
        incentive compensation and restricted stock units.

      


      1.2.           Effective
        Date.  The effective date of the Plan is January 1,
        2008.

      


      1.3           Type
        of Plan.  The Plan is intended to be an unfunded plan of
        non-qualified deferred compensation established for a select group of management
        or highly compensated Employees that meets the requirements of Code Section
        409A.  In the event that any provision of the Plan is inconsistent
        with Code Section 409A, the applicable provisions of Code Section 409A shall
        be
        deemed to automatically supersede such inconsistent provision and the Plan
        shall
        be administered to comply with Code Section 409A.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      ARTICLE
        II

      DEFINITIONS

      


      


      Where
        used in the Plan, the following initially capitalized words and terms shall
        have
        the meanings specified below, unless the context clearly indicates to the
        contrary:

      


      2.1.      “Account”
        means the recordkeeping account established by the Administrator for each
        Participant to which Deferrable Compensation, and earnings thereon, are credited
        in accordance with Article VI of the Plan.  An Account may consist of
        one or more sub-accounts established by the Administrator, as deemed necessary
        for efficient operation of the Plan.

      


      2.2.      “Administrator”
        means the Committee or such individuals or entity designated by the Committee
        to
        administer the Plan.

      


      2.3.      “Affiliate”
        means an entity, more than fifty percent (50%) of the total voting power
        of
        which is owned, directly or indirectly, by the Company.

      


      2.4.      “Base
        Salary” means the annual rate of base salary paid by the Employer or an
        Affiliate to a Participant, determined before reduction for compensation
        deferred pursuant to this Plan or any other plan of deferred compensation
        maintained by the Employer or an Affiliate, including but not limited to
        any
        such plan maintained in accordance with Code Section 401(k), 125, or 132(f),
        as
        determined by the Administrator.

      


      2.5.      “Beneficiary”
        means such person(s) or legal entity that is designated by a Participant
        under
        Section 8.9 to receive benefits hereunder after such Participant’s
        death.

      


      2.6.      “Board”
        means the board of directors of the Company.

      


      2.7.      “Change
        in Control” means and shall be deemed to occur upon a Change in Ownership, a
        Change in Effective Control, or a Change in Ownership of Substantial
        Assets.  For this purpose:

      


      (i)           A
        “Change in Ownership” means that a person or group acquires more than fifty
        percent (50%) of the aggregate fair market value or voting power of the capital
        stock of the Company, including for this purpose capital stock previously
        acquired by such person or group; provided, however, that a Change in Ownership
        shall not be deemed to occur hereunder if, at the time of any such acquisition,
        such person or group owns more than fifty percent (50%) of the aggregate
        fair
        market value or voting power of the Company’s capital stock.

      


      (ii)           A
        “Change in Effective Control” means that (a) a person or group acquires (or has
        acquired during the immediately preceding twelve (12)-month period 

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

         

        ending
          on the date of the most recent acquisition by such person or group) ownership
          of
          the capital stock of the Company possessing thirty percent (30%) or more
          of the
          total voting power of the Company, or (b) a majority of the members of
          the Board
          of the Company is replaced during any twelve (12)-month period, whether
          by
          appointment or election, without endorsement by a majority of the members
          of the
          Board prior to the date of such appointment or election.

      

      


      (iii)           A
        “Change in Ownership of Substantial Assets” means that any person or group
        acquires (or has acquired during the immediately preceding twelve (12)-month
        period ending on the date of the most recent acquisition) assets of the Company
        with an aggregate gross fair market value of not less than forty percent
        (40%)
        of the aggregate gross fair market value of the assets of the Company
        immediately prior to such acquisition.  For this purpose, gross fair
        market value shall mean the fair value of the affected assets determined
        without
        regard to any liabilities associated with such assets.

      


      The
        Board shall determine whether a Change in Control has occurred hereunder
        in a
        manner consistent with the provisions of Code Section 409A and the regulations
        and applicable guidance promulgated thereunder.

      


      2.8.      “Code”
        means the Internal Revenue Code of 1986, as amended from time to time, and
        any
        regulations and applicable guidance promulgated
        thereunder.  References in the Plan to specific sections of the Code
        shall be deemed to include any successor provisions thereto.

      


      2.9.      “Committee”
        means the  committee appointed by the Board, which shall consist of
        two or more persons, each of whom, unless otherwise determined by the Board,
        is
        an “outside director” within the meaning of Code  Section 162(m) and a
“non-employee director” within the meaning of Rule 16b-3.

      


      2.10.    “Company”
        means Endo Pharmaceuticals Holdings Inc., a Delaware corporation.

      


      2.11.    “Company
        Stock” means the common stock of the Company, par value $0.1 per
        share.

      


      2.12.    “Deferrable
        Compensation” means fifty percent (50%) of a Participant’s Incentive
        Compensation and 100% of a Participant’s Restricted Stock Units that would be
        payable to a Participant during a Plan Year but for the Participant’s election
        to defer such Deferrable Compensation on his or her Election Form in accordance
        with Article IV of this Plan.  Deferrable Compensation shall not
        include any compensation payable to the Participant that is designated by
        the
        Administrator as Base Salary.

      


      2.13.    “Deferral
        Period” means the period of deferral elected by the Participant on his or her
        Election Form for the payment of his or her Account, which period shall be
        a
        period of whole years that is no less than two (2) years and no more than
        ten
        (10) years measured from January 1 of the Plan Year in which the Incentive
        Compensation otherwise would have been paid or the Restricted Stock Unit
        granted
        but for the deferral 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

        under
          this Plan.

      

      


      2.14.    “Election
        Form” means such document(s) or form(s), which may be electronic, as prescribed
        and made available from time to time by the Administrator, whereby an Eligible
        Employee enrolls in the Plan as a Participant , elects to defer Deferrable
        Compensation pursuant to Article IV of this Plan, and/or makes investment
        elections pursuant to Section 6.2 of the Plan.

      


      2.15.    “Eligible
        Employee” means an Employee designated by the Committee as eligible to
        participate in the Plan.  Initially, Eligible Employees are limited to
        Employees whose total annual rate of Base Salary and target incentive
        compensation at the time of the deferral election exceed the indexed limit
        under Code
        Section 401(a)(17), as determined by the
        Committee.  Notwithstanding the foregoing, the Committee, in its sole
        discretion, may establish such other eligibility criteria as it deems desirable
        from time to time.

      


      2.16.    “Employee”
        means a common law employee of the Employer.

      


      2.17.    “Employer”
        means the Company, and any Affiliate that has been approved by the Board
        as a
        participating Employer under the Plan.

      


      2.18     “ERISA”
        means the Employee Retirement Income Security Act of 1974, as
        amended.

      


      2.19.    “Fair
        Market Value” means  (determined as of the applicable distribution or
        valuation date hereunder) (i) the closing sales price per share of Company
        Stock
        on the national securities exchange on which such stock is principally traded
        on
        the last preceding date on which there was a sale of such stock on such
        exchange, or (ii) if the shares of Company Stock are not listed or admitted
        to
        trading on any such exchange, the closing price as reported by the NASDAQ
        Stock
        Market for the last preceding date on which there was a sale of such stock
        on
        such exchange, or (iii) if the shares of Company Stock are not then listed
        on a
        national securities exchange or traded in an over-the-counter market or the
        value of such shares is not otherwise determinable, such value as determined
        by
        the Committee in good faith upon the advice of a qualified valuation
        expert.

      


      2.20.    “Incentive
        Compensation” means a bonus or incentive award provided by the Employer for a
        calendar year that is not part of a Participant’s Base Salary and that qualifies
        as Performance-Based Compensation.

      


      2.21.    “Installment
        Payment” means a series of substantially equal annual payments of the
        Participant’s Account paid over a period ranging from two (2) whole years to ten
        (10) whole years, as elected by the Participant, commencing as of the applicable
        payment date under the plan.  For purposes of Section 4.6, an
        Installment Payment is treated as a single payment.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      2.22.    “Leave
        of Absence” means a military, sick, or other bona fide leave of absence provided
        that such leave does not exceed six (6) months, or if longer, continues so
        long
        as the Participant has a right to reemployment with the Employer and there
        is a
        reasonable expectation that the Participant will return to such
        employment.  A Leave of Absence is deemed to terminate on the first
        date immediately following the end of the six-month period, or the date on
        with
        the Participant no longer has any right or expectation to return to employment,
        whichever is later.

      


      2.23.    “Lump
        Sum Payment” means a single sum distribution of the entire value of a
        Participant’s Account.

      


      2.24.    “Participant”
        means any Eligible Employee who defers Deferrable Compensation to this Plan
        by
        filing an Election Form and for whom an Account is maintained under the
        Plan.

      


      2.25.    “Payment
        Date” means January 1 of the calendar year next following expiration of the
        Deferral Period elected by the Participant.

      


      2.26.    “Performance-Based
        Compensation” means performance-based compensation within the meaning Section
        409A of the Code that is paid solely on account of the attainment of one
        or more
        objective Employer or Participant performance goals established in writing
        by
        the Committee not later than ninety (90) days after the commencement of the
        twelve (12)-month period of service to which it relates and that is not readily
        ascertainable within the meaning of Code Section 409A.

      


      2.27.    “Plan”
        means the Endo Pharmaceuticals Holdings Inc. Executive Deferred Compensation
        Plan.

      


      2.28.    “Plan
        Year” means the calendar year.

      


      2.29.    “Restricted
        Stock Unit” means a unit representing a share of Company Stock that has been
        granted to a Participant pursuant to the terms of a separate agreement or
        plan
        maintained by the Company or an Affiliate, and that is subject to a vesting
        schedule or other substantial risk of forfeiture.

      


      2.30     “Specified
        Employee” means a Participant who is determined to be a “specified employee”
within the meaning of Code Section 409A with respect to a Termination of
        Employment occurring in any twelve (12)-month period commencing on April 1
        based on the Participant’s compensation with the Employer, as defined in Code
        Section 416(i)(1)(D), and his or her status at the end of the immediately
        preceding Plan Year.  For purposes of the determining whether a
        Participant is classified as a Specified Employee, compensation from
        a  nonresident alien’s gross income under
        Section 1.415(c)-2(g)(5)(ii) on account of the location of the services or
        the identify of an Employer that is not effectively connected with the conduct
        of a trade or business within the United States shall be excluded.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      2.31     “Termination
        of Employment” means the date the Participant ceases to be an Employee on
        account of a voluntary or involuntary separation from service with the Company
        and all Affiliates, within the meaning of Code Section 409A, for any reason
        other than death.  Notwithstanding the foregoing, a Termination of
        Employment shall not be deemed to occur so long as the Participant is on
        a Leave
        of Absence or the Participant continues to perform services for the Company
        or
        an Affiliate at a level in excess of 20% of the level of services performed
        by
        the Participant during the 36-month period (or the Employee’s full period of
        service if the Employee has worked less than 36 months) immediately preceding
        the date of separation from service.

      


      2.32     “Unforeseeable
        Emergency” means with respect to a Participant, his or her spouse, dependents
        (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2),
        and (d)(1)(B)) or Beneficiary, a non-reimbursable severe financial hardship
        attributable to (i) a sudden and unexpected illness or accident or (ii) funeral
        expenses, and also means with respect to the Participant (i) a property loss
        due
        to casualty that is not otherwise covered by insurance, (ii) imminent
        foreclosure or eviction from the Participant’s primary residence, or (iii) a
        similar extraordinary and unforeseeable circumstance beyond the control of
        the
        Participant, as determined by the Administrator.  For purposes of this
        Plan, the purchase of a home and the payment of college tuition are not
        Unforeseeable Emergencies.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      


      ARTICLE
        III

      PARTICIPATION
        BY ELIGIBLE EMPLOYEES

      


      


      3.1.      Participation.  Participation
        in this Plan is voluntary and is limited to Eligible Employees who file Election
        Forms in accordance with Article IV.

      


      3.2.      Cessation
        of Participation.  Once an Employee is designated by the Committee
        as an Eligible Employee, such Eligible Employee shall remain eligible to
        file
        deferral elections under the Plan until the earlier of (i) the date the
        Committee informs the Eligible Employee that he or she is no longer eligible
        to
        participate in the Plan, i.e., “Ineligible Status,” or (ii) the date such
        Eligible Employee incurs a Termination of Employment.

      


      3.3.      Ineligible
        Status.  If the Committee determines that a Participant ceases to
        qualify as an Eligible Employee, effective as of the date of such determination,
        said ineligible Participant shall no longer be eligible to file deferral
        elections under the Plan.  The Account of an ineligible Participant
        shall be paid in accordance with Sections 5.1 and 5.2 of the Plan, except
        to the
        extent all or part of such Account is eligible for distribution of accelerated
        payment as permitted in Sections 5.3 and 5.4.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV

      PARTICIPANT
        DEFERRALS

      


      


      4.1.      Deferral
        Elections – General.  A Participant’s deferral election for a Plan
        Year is irrevocable for such Plan Year; except to the extent a cessation
        of
        deferrals hereunder is required under Section 4.5.  Amounts deferred
        under the Plan shall not be distributed to a Participant except as expressly
        provided in Article V or as otherwise permitted under Code Section
        409A.  A deferral election hereunder shall be made on an Election Form
        and comply with the applicable requirements of this Article IV.  A
        Participant’s initial deferral election under the Plan shall designate: (i) the
        amount of Deferrable Compensation that is being deferred, (ii) the time of
        the
        distribution (as permitted in Section 5.1(a)), and (iii) the form of
        distribution (as permitted in Section 5.2(a)).  Once effective under
        the Plan, a Participant’s deferral election shall remain in effect under the
        Plan until it is terminated by operation of the Plan or changed by the
        Participant in accordance with Section 4.6 herein.  The Administrator
        may establish procedures for deferral elections as it deems necessary to
        comply
        with the requirements of this Article IV and Code Section 409A.

      


      4.2.      First
        Year of Eligibility.  Notwithstanding the timing requirements of
        Sections 4.3 and 4.4, an Eligible Employee may elect to defer Deferrable
        Compensation by completing and executing an Election Form that specifies
        the
        amount or percentage of compensation to be deferred within the thirty (30)
        day
        period immediately following the date he or she first becomes an Eligible
        Employee, provided, that the compensation deferred relates to services performed
        after the date of such election.

      


      4.3.      Deferral
        of Incentive Compensation.  An Eligible Employee may elect to
        defer Deferrable Compensation that is Incentive Compensation by completing
        and
        executing an Election Form that specifies the amount  or percentage of
        Incentive Compensation to be deferred and filing it with the Administrator
        before expiration of the election period establish by the Administrator,
        which
        period shall end no later than June 30 of the calendar year during which
        the Incentive Compensation is earned, provided that (i) as of the date of
        such
        deferral election the Eligible Employee has performed services continuously
        from
        the later of the beginning of said calendar year or the date the performance
        criteria for said calendar year are established by the Committee.

      


      4.4.      Deferral
        of Restricted Stock Units.  An Eligible Employee may elect to
        defer Restricted Stock Units to the Plan by completing and executing an Election
        Form that specifies the amount or percentage of Restricted Stock Units to
        be
        deferred and filing it with the Administrator on or before expiration
        of  the election period established by the Administrator, which period
        shall (i) for purposes of the Plan Year beginning January 1, 2008, end no
        later
        than December 31, 2007, (ii) for purposes of the Plan Year beginning January
        1,
        2009, end no later than December 31, 2008, and (iii) for all subsequent Plan
        Years end no later than December 31 of the calendar year ending before the
        Plan
        Year that precedes the Plan Year in which such Restricted Stock Units are
        granted.

       

       

      
        
          
          

        

        
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      4.5.      Cessation
        of Deferral Elections.  To the extent provided for under Code
        Section 409A or under the terms of a Code Section 401(k) plan maintained
        by the
        Employer, a Participant’s deferral election(s) in effect under the Plan for a
        Plan Year in which a Participant is granted an Unforeseeable Emergency
        distribution in accordance with Section 5.3(b) hereof or a hardship
        distribution under such Code Section 401(k) plan may be terminated by the
        Administrator, effective as soon as practicable following the grant of such
        hardship or emergency distribution.  If a Participant’s deferral
        elections under the Plan are terminated in accordance with the foregoing
        sentence, such Participant shall be ineligible to make deferrals of compensation
        to the Plan, and all other plans maintained by the Company or an Affiliate,
        for
        the six (6) month period following his or her receipt of the hardship or
        emergency distribution.  Subject to the foregoing six-month
        limitation, the Participant may make new deferral elections for Deferrable
        Compensation payable in subsequent Plan Years in accordance with this Article
        IV.

      


      4.6.      Changes
        to Deferral Elections.  A Participant shall be permitted to elect
        to change the form of payment or Deferral Period relating to the distribution
        of
        his or her Account to the extent permitted by the Administrator and in
        accordance with the requirements of Code Section 409A(a)(4)(C), including
        the
        requirements that such redeferral election (a) may not take effect until
        at
        least twelve (12) months after such redeferral election is filed with the
        Administrator; (b) must result in the first distribution subject to the
        redeferral election being made at least five (5) years after the Payment
        Date
        relating to the previously elected Deferral Period; and (c) must be filed
        with
        the Administrator at least twelve (12) months before the first scheduled
        Payment
        Date under the previous Deferral Period.

      


       

       

      
        
          
          

        

        
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      ARTICLE
        V

      DISTRIBUTIONS

      


      


      5.1.      Time
        of Payment.

      


      a.           Except
        as otherwise provided under the Plan, a Participant’s Account shall be paid on
        the earlier of the Payment Date relating to the Deferral Period elected by
        the
        Participant or upon Termination of Employment, as specified by the Participant
        on his or her Election Form.

      


      b.           In
        the absence of Participant’s election as to the time of payment, as permitted
        under subsection a, above, a Participant’s Account shall be distributed upon
        Termination of Employment.

      


      c.           For
        purposes of Sections 5.1(a) and (b), a payment upon Termination of Employment
        shall be made on the first (1st) day of the calendar month next following
        the
        date of the Participant’s Termination of Employment, provided that with respect
        to a Specified Employee, a payment upon Termination of Employment shall not
        be
        made earlier than the date that is at least six (6) months after the date
        of
        such Specified Employee’s Termination of Employment.

      


      5.2.      Form
        of Payment.

      


      a.           Except
        as otherwise provided under the Plan, a Participant’s Account shall be paid as a
        Lump Sum Payment or an Installment Payment, as elected by the Participant
        on his
        or her Election Form.

      


      b.           In
        the absence of Participant’s election as to the form of payment, as permitted
        under subsection a, above, a Participant’s Account shall be distributed in the
        form of a Lump Sum Payment.

      


      5.3.      Permissible
        Distributions.  No distribution under the Plan shall be permitted
        except as set forth in this Section 5.3 or as otherwise permitted under the
        Plan and Code Section 409A(a)(2).

      


      a.           Change
        in Control.  Notwithstanding any provision of the Plan or
        Participant Election Form to the contrary, a Participant who incurs a
        Termination of Employment within the two (2) year period immediately following
        a
        Change in Control shall receive a Lump Sum Payment of his or her Account
        within
        thirty (30) days following the date of such Termination of
        Employment.

      


      b.           Unforeseeable
        Emergency.  If a Participant experiences an Unforeseeable
        Emergency, such Participant shall be permitted to withdraw all or a portion
        of
        his or her Account in the form of an immediate single-sum payment, subject
        to
        the limitations set forth below:

       

       

      
        
          
          

        

        
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      (i)           A
        request for withdrawal shall be made, in writing, and shall set forth the
        circumstances surrounding the Unforeseeable Emergency.  As a condition
        of and part of such request, the Participant shall provide to the Committee
        his
        or her written representation that (A) the hardship cannot be relieved by
        insurance or other reimbursement reasonably available to the Participant,
        (B)
        the hardship can only be relieved by liquidation of the Participant’s assets and
        any such liquidation would itself result in severe damage or injury to the
        Participant, (C) the Participant has no reasonable borrowing capacity to
        relieve
        the hardship, and (D) the hardship cannot be relieved by cessation of the
        Participant’s deferrals under the Plan. The Committee shall be entitled to
        request such additional information as may be reasonably required to determine
        whether an Unforeseeable Emergency exists and the amount of the hardship
        and to
        establish additional conditions precedent to the review or granting of a request
        for a withdrawal on account of an Unforeseeable Emergency.

      


      (ii)           If
        the Committee determines that an Unforeseeable Emergency exists, the Committee
        shall authorize the immediate distribution of the amount required to meet
        the
        financial need created by such Unforeseeable Emergency, including any taxes
        payable on such amount, and, if required, the cessation of the Participant’s
        deferrals to the Plan as permitted in Section 4.5.

      


      c.           Death
        Distribution.  Notwithstanding any provision of the Plan or
        Participant Election Form to the contrary, in the event of a Participant’s death
        before the complete distribution of his or her Account, the distribution
        of such
        Participant’s Account shall be made in a Lump Sum Payment to the Participant’s
        Beneficiary within sixty (60) days after the date of death.

      


      5.4       Permissible
        Acceleration of Payments.  No acceleration of time or schedule of
        payments under the Plan shall be permitted except as set forth in this Section
        5.4 or as otherwise permitted under the Plan and Code Section
        409A(a)(3).

      


      a.           Right
        of Offset.  If a Participant is indebted to the Employer, then the
        Administrator, in its discretion, may accelerate a payment hereunder or withhold
        the amount of such indebtedness from any distribution to be made to the
        Participant, his or her Beneficiary or both, provided that (i) such debt
        was
        incurred in the ordinary course of the employment relationship between the
        Employer and the Participant, (ii) the entire amount of reduction for a Plan
        Year does not exceed $5,000, and (iii) the reduction is made at the same
        time
        and in the same amount as the debt otherwise would have been due and collected
        from the Participant

      


      b.           Distribution
        for Taxes.  The Plan may accelerate payment of all or part of a
        Participant’s Account to pay or withhold state, local, or foreign tax
        obligations; taxes imposed under the Federal Insurance Contributions Act
        or the
        Railroad Retirement Act; and any related federal income tax thereon, arising
        from a Participant’s participation in the Plan.  Such payment of
        withholding must be limited to the amount necessary to fulfill such tax
        obligation.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      c.           Small
        Payment.  Notwithstanding any provision of the Plan to the
        contrary, if the total value of a Participant’s Account or death benefit payable
        hereunder is not greater than the applicable dollar amount under Code Section
        402(g)(1)(B), and the Participant is not entitled to a benefit from any other
        plan that is required to be aggregated with this Plan pursuant to Treasury
        Regulation Section 1.409A-1(c)(2), the Administrator may distribute such
        amount
        to the Participant or Beneficiary in the form of a Lump Sum
        Payment.

      


      d.           Income
        Inclusion under 409A.  Notwithstanding any provision of the Plan
        to the contrary, in the event that the plan fails to meet the requirements
        of
        Code Section 409A, the Administrator may distribute to Participants the portion
        of their Accounts that is required to be included in income as a result of
        such
        failure.

      


      5.5.      Permissible
        Delay of Payment.  The Administrator may delay payment to a date
        after the designated payment date pursuant to any of the following
        circumstances, provided that payments to similarly situated Participants
        are
        made on a reasonably consistent basis.

      


      a.           Payments
        subject to Section 162(m).  All scheduled payments to a
        Participant may be delayed beyond the applicable distribution date under
        Section
        5.1 herein to the extent that the Employer reasonably anticipates that if
        all or
        a portion of a payment were made as scheduled, the Company or Employer’s
        deduction with respect to such payment would not be permitted due to the
        application of Code Section 162(m).  Any payment that is delayed
        pursuant to this Section 5.5(a), must be made either during the first calendar
        year in which the Employer reasonably anticipates, or should reasonably
        anticipate, that if the payment is made during such year, deduction of such
        payment will not be barred by application of Code Section 162(m), or during
        the
        period beginning with the date of the Participant’s Termination of Employment
        and ending on the later of the last day of the taxable year of the Employer
        year
        in which Termination of Employment occurs or the fifteenth (15th) day of
        the
        third (3rd) month following the Termination of Employment.

      


      b.           Payments
        that would violate federal securities laws or other applicable
        law.  A payment may be delayed where the Administrator reasonably
        anticipates that the making of the payment will violate federal securities
        laws
        or other applicable law, provided that the payment is made at the earliest
        date
        at which the Administrator reasonably anticipates that the making of the
        payment
        will not cause such violation.  For purposes of this Section 5.5(b),
        the making of a payment that would cause inclusion in gross income or the
        application of any penalty provision or other provision of the Code is not
        treated as a violation of applicable law.

      


      


      
        
          
          

        

        
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      5.6       Payment
        Deemed Timely.  A payment shall be treated as made upon the date
        specified under the Plan under the following circumstances:

      


      a.           If
        the payment is made at such date or a later date within the same calendar
        year
        or, if later, by the fifteenth (15th) day of the third calendar month following
        the date specified under the Plan.

      


      b.           If
        calculation of the amount of the payment is not administratively practicable
        due
        to events “beyond the control” of the Participant, or the Participant’s
        Beneficiary (as such phrase is defined under Code Section 409A), the payment
        will be treated as made upon the date specified under the Plan if the payment
        is
        made during the first calendar year in which the calculation of the amount
        of
        the payment is administratively practicable.

      


      c.           If
        the Employer fails to make a payment, in whole or in part, as of the date
        specified under the Plan, either intentionally or unintentionally, the payment
        will be treated as made upon the date specified under the Plan if (i) the
        Participant accepts the portion (if any) of the payment that the Employer
        is
        willing to make (unless such acceptance will result in a relinquishment of
        the
        claim to all or part of the remaining amount), (ii) if the Participant files
        claims pursuant to Sections 8.6 and 8.7 herein to collect the unpaid portion
        of
        the payment, and (iii) any further payment (including payment of a lesser
        amount
        that satisfies the Employer’s obligation to make the entire payment) is made no
        later than the end of the first calendar year in which the Employer and the
        Participant enter into a legally binding settlement of such dispute, the
        Employer concedes that the amount is payable, or the Employer is required
        to
        make such payment pursuant to a final and nonappealable judgment or other
        binding decision.

      


      5.7.      Valuation
        of Distributions.  All distributions under this Plan shall be
        based upon a daily valuation of the Participant’s Account or, where applicable,
        the Fair Market Value of the shares of Company Stock that relate to the
        Restricted Stock Units deferred under the Participant’s Account, as determined
        by the Administrator.

       

       

      
        
          
          

        

        
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      ARTICLE
        VI

      ACCOUNTS

      


      


      6.1.      Account.  The
        Administrator shall establish and maintain, or cause to be established and
        maintained, a separate Account for each Participant hereunder who executes
        an
        election pursuant to Article IV.  Each such Participant’s Deferrable
        Compensation deferred pursuant to a Election Form under Article IV shall
        be
        separately accounted for and credited with earnings or dividends, as applicable,
        for recordkeeping purposes only, to his or her Account.  A
        Participant’s Account shall be solely for the purposes of measuring the amounts
        to be paid under the Plan.  Except as provided in Article VII, the
        Company shall not be required to fund or secure a Participant’s Account in any
        way, the Company’s obligation to Participants hereunder being purely
        contractual.

      


      6.2.      Crediting
        of Earnings on Non-Stock Compensation.  Except as provided in
        Section 6.3, a Participant may hypothetically invest his Account in one or
        more
        investment alternatives made available by the Committee, and earnings or
        losses
        thereon shall be credited to the Participant’s Account in accordance with the
        valuation procedures under such investment alternatives.  The
        Participant shall make his or her investment elections, and changes thereto,
        on
        an Election Form in accordance with procedures established by the
        Administrator.  Unless the Committee determines otherwise, the
        investment alternatives available under the Plan shall mirror the alternatives
        that are made available under the Code Section 401(k) plan sponsored by the
        Company.

      


      6.3.      Crediting
        of Earnings on Restricted Stock Units.  The portion of a
        Participant’s Account attributable to Restricted Stock Units shall be deemed
        invested solely in stock equivalent units of Company Stock, shall be denominated
        in numbers of stock units, and shall be valued at any time as the stock
        equivalent units are credited to such Account multiplied by the then-Fair
        Market
        Value of the Company Stock.  Whenever a dividend is declared and
        payable on Company Stock, the number of such stock equivalent units in the
        Participant’s Account shall be increased by the following
        calculations:

      


      (i)           the
        number of units in the Participant’s Account multiplied by any cash dividend
        declared by the Company on a share of Company Stock, divided by the Fair
        Market
        Value determined as of the related dividend payment date; and/or

      


      (ii)           the
        number of units in the Participant’s Account on the related dividend payment
        date multiplied by any stock dividend declared by the Company on a share
        of
        Company Stock.

      


      In
        the
        event of any change in the number or kind of outstanding shares of Company
        Stock, including a stock split or splits (other than a stock dividend as
        provided above), an appropriate adjustment shall be made in the number of
        units
        credited to the Participant’s Account.

      
 

      
        
          
          

        

        
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      6.4       Statement
        of Account.  As soon as practicable after the end of each Plan
        Year (and at such additional times as the Administrator may determine), the
        Administrator shall furnish each Participant with a statement of the balance
        credited to the Participant’s Account.

      


      6.5.      Vesting.  A
        Participant is always one hundred percent (100%) vested in his or her
        Account.

    

     

     

    
      
        
        

      

      
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ARTICLE
      VII

    FUNDING
      AND PARTICIPANTS INTEREST

    


    


    7.1.      Plan
      Unfunded.  This Plan shall at all times be considered entirely
      unfunded for both federal and state income tax purposes and for purposes of
      Title I of ERISA, and no trust shall be created by or for the
      Plan.  The crediting to each Participant’s Account shall be made
      through recordkeeping entries.  No actual funds shall be set aside;
      provided, however, that nothing herein shall prevent the Company from
      establishing one or more grantor trusts that meet the requirements of IRS
      Revenue Procedure 92-64 from which benefits due under this Plan may be paid
      in
      certain instances

    


    7.2       Establishment
      of Grantor Trust.  Within fifteen (15) days following a Change in
      Control, the Company shall establish under the Plan a grantor trust that meet
      the requirements of IRS Revenue Procedure 92-64, and shall transfer assets
      to
      such trust in amounts sufficient to fully fund the Plan’s aggregate liability
      with respect to the Accounts under the Plan on and after the date of the Change
      in Control.

    


    7.3.      Participants’
      Interest in Plan.  Notwithstanding Section 7.2 or any other
      provision of the Plan, a Participant has an interest only in the value of the
      amount credited to his or her Account and has no rights or interests in the
      specific investment funds, stock, or securities in which his or her Account
      is
      hypothetically invested under the Plan.  All distributions shall be
      paid by the Employer from its general assets and a Participant (or his or her
      Beneficiary) shall have the rights of a general, unsecured creditor against
      the
      Company or the Employer for any distributions due hereunder.  The Plan
      constitutes a mere promise by the Company or the Employer to make benefit
      payments in the future.

     

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    ADMINISTRATION
      AND INTERPRETATION

    


    


    8.1.      Administration.  The
      Administrator shall be in charge of the overall operation and administration
      of
      this Plan.  The Administrator has, to the extent appropriate and in
      addition to the powers described elsewhere in this Plan, full discretionary
      authority to construe and interpret the terms and provisions of the Plan; to
      adopt, alter and repeal administrative rules, guidelines and practices governing
      the Plan; to perform all acts, including the delegation of its administrative
      responsibilities to advisors or other persons who may or may not be Employees;
      and to rely upon the information or opinions of legal counselor experts selected
      to render advice with respect to the Plan, as it shall deem advisable, with
      respect to the administration of the Plan.

    


    8.2.      Interpretation.  The
      Administrator may take any action, correct any defect, supply any omission
      or
      reconcile any inconsistency in the Plan, or in any election hereunder, in the
      manner and to the extent it shall deem necessary to carry the Plan into effect
      or to carry out the Employer’s purposes in adopting the Plan.  Any
      decision, interpretation or other action made or taken in good faith by or
      at
      the direction of the Employer or the Administrator arising out of or in
      connection with the Plan, shall be within the absolute discretion of each of
      them, and shall be final, binding and conclusive on the Employer, and all
      Participants and Beneficiaries and their respective heirs, executors,
      administrators, successors and assigns.  The Administrator’s
      determinations hereunder need not be uniform, and may be made selectively among
      Eligible Employees, whether or not they are similarly situated.

    


    8.3.      Records
      and Reports.  The Administrator shall keep a record of proceedings
      and actions and shall maintain or cause to be maintained all such books of
      account, records, and other data as shall be necessary for the proper
      administration of the Plan.  Such records shall contain all relevant
      data pertaining to individual Participants and their rights under this
      Plan.  The Administrator shall have the duty to carry into effect all
      rights or benefits provided hereunder to the extent assets of the Employer
      are
      properly available.

    


    8.4.      Payment
      of Expenses.  The Employer shall bear all expenses incurred by the
      Administrator in administering this Plan.

    


    8.5.      Indemnification
      for Liability.  The Employer shall indemnify the Committee, the
      Administrator and the Employees to whom administrative duties have been
      delegated under this Plan, against any and all claims, losses, damages, expenses
      and liabilities arising from their responsibilities in connection with this
      Plan, unless the same is determined to be due to gross negligence or willful
      misconduct.

    


    8.6.      Claims
      Procedure.  Within ninety (90) days following the date payment was
      due in accordance with the terms of the Plan, the Participant or the
      Participant’s duly authorized representative (hereinafter, the “claimant”) may
      file a written 

     

     

    
      
        
        

      

      
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      request
        for payment with the Administrator.  If a claim for benefits under the
        Plan is denied in whole or in part, the claimant will receive written
        notification within forty-five (45) days following the date of such written
        request.  The notification will include specific reasons for the
        denial, specific reference to pertinent provisions of this Plan, a description
        of any additional material or information necessary to process the claim
        and why
        such material or information is necessary, and an explanation of the claims
        review procedure.  To the extent a Participant hereunder is a claimant
        and serves as an Administrator, he or she shall not participate in any
        determination relating to his or her claim, and the Committee or the Company
        may
        appoint an independent individual to take the place of such Participant for
        purposes of making such determination.

    

    


    8.7.      Review
      Procedure.  No later than one hundred and eighty (180) days
      following the date payment was due under the Plan, the claimant may file a
      written request with the Administrator for a review of his denied
      claim.  The claimant may review pertinent documents that were used in
      processing his claim, submit pertinent documents, and address issues and
      comments in writing to the Administrator.  The Administrator will
      notify the claimant of his or her final decision in writing.  In his
      or her response, the Administrator will explain the reason for the decision,
      with specific references to pertinent Plan provisions on which the decision
      was
      based.  To the extent a Participant hereunder is a claimant requesting
      a review and serves as an Administrator, he or she shall not participate in
      any
      determination relating to the review, and the Committee or the Company may
      appoint an independent individual to take the place of such Participant for
      purposes of making such determination.

    


    8.8.      Legal
      Claims.  In no event may a claimant commence legal action for
      benefits the claimant believes are due the claimant until the claimant has
      exhausted all of the remedies and procedures afforded the claimant by this
      Article VIII.  No such legal action may be commenced more than two (2)
      years after the date of the Administrator’s final review decision, described in
      Section 8.7 above.

    


    8.9.      Participant
      and Beneficiary Information.  Each Participant shall keep the
      Administrator informed of his or her current address and the current address
      of
      his or her designated beneficiary or beneficiaries.  A Participant may
      from time to time change his designated Beneficiary without the consent of
      such
      Beneficiary by filing a new designation in writing with the
      Administrator.  If no Beneficiary designation is in effect at the time
      of the Participant’s death, or if the designated Beneficiary is missing or has
      predeceased the Participant, distribution shall be made to the Participant’s
      surviving spouse, or if none, to his surviving children per stirpes, and if
      none, to his estate.  The Administrator shall not be obligated to
      search for any person.  If such person is not located within one year
      after the date on which payment of the Participant’s death benefit is payable
      under the Plan, payment shall be made to the Participant’s estate.

     

     

    
      
        
        

      

      
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    ARTICLE
      IX

    AMENDMENT
      AND TERMINATION

    


    


    9.1.      Amendment.  The
      Board shall have the right, at any time, to amend the Plan or discontinue
      deferrals under the Plan in whole or in part provided that such amendment or
      termination complies with Code Section 409A and does not adversely affect the
      right of any Participant or Beneficiary to a benefit or payment due under the
      Plan.  The Committee has the authority, without Board approval, to
      amend the Plan to comply with the requirements of Code Section 409A, modify
      the
      amount or type of compensation that qualifies as Deferrable Compensation, modify
      the classes of individuals eligible to participate in the Plan, and to change
      the investment alternatives offered under the Plan.  In addition, the
      Committee may make such changes to the Plan’s operation and administration as it
      deems to be in the best interest of the Plan.

    


    9.2       Termination
      of Plan.  The
      Board may take action to provide for the acceleration of
      the time and form of a payment, or a payment hereunder, where the acceleration
      of the payment is made pursuant to a termination and liquidation of the Plan
      in
      accordance with one of the following:

    


    a.           The
      termination and liquidation of the Plan pursuant to an irrevocable action taken
      within the thirty (30) days preceding or the twelve (12) months following a
      Change in Control, provided that all agreements, methods, programs, and other
      arrangements sponsored by the Company or a participating Affiliate immediately
      after the Change in Control event with respect to which deferrals of
      compensation that, together with the Plan, are treated as a single plan for
      purposes of Treasury Regulation Section 1.409A-1(c)(2) (the “Aggregated Plans”)
      are terminated and liquidated with respect to each Participant that experienced
      the Change in Control event, so that under the terms of the termination and
      liquidation all such Participants are required to receive all amounts of
      compensation deferred under the terminated Aggregated Plans within twelve (12)
      months of the date of the irrevocable action taken to terminate and liquidate
      such Aggregated Plans. 

    


    b.           The
      termination and liquidation of the Plan within twelve (12) months of a corporate
      dissolution of the Company that is taxed under Code Section 331, or approved
      by
      a bankruptcy court pursuant to 11 U.S.C. Section  503(b)(1)(A),
      provided that the amounts deferred under the Plan are included in the
      Participants’ gross incomes in the latest of the following years (or, if
      earlier, the taxable year in which the amount is actually or constructively
      received):

    


    (i)           The
      calendar year in which Plan termination and liquidation occurs;

    


    (ii)           The
      first calendar year in which the amount is no longer subject to a substantial
      risk of forfeiture; or

     

    
 

    
      
        
        

      

      
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    (iii)           The
      first calendar year in which the payment is administratively
      practicable.

    


    c.           The
      termination and liquidation of the Plan, where:

    


    (i)           Such
      termination and liquidation does not occur proximate to a downturn in the
      financial health of the Company or the Affiliate, as applicable;

    


    (ii)           To
      the extent the same Participant had deferrals of thereunder, all Aggregated
      Plans are likewise terminated and liquidated;

    


    (iii)           No
      payments in liquidation of the Plan are made within twelve (12) months of the
      date the irrevocable action is taken to terminate and liquidate the Plan, other
      than payments that would be payable under the terms of the Plan if the action
      to
      terminate and liquidate the Plan had not occurred;

    


    (iv)           All
      payments are made within twenty-four (24) months of the date the irrevocable
      action is taken to terminate and liquidate the Plan; and

    


    (v)           The
      Company and Affiliate, as applicable, does not adopt a new plan that would
      be
      aggregated with the Plan if the Participant participated in both plans, at
      any
      time within three years following the date the irrevocable action is taken
      to
      terminate and liquidate the Plan.

    


    d.           Any
      other termination and liquidation event that is permissible under Code Section
      409A.

    


     

    
      
        
        

      

      
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    ARTICLE
      X

    MISCELLANEOUS
      PROVISIONS

    


    


    10.1.    Right
      of Employer to Take Employment Actions.  The adoption and
      maintenance of this Plan shall not be deemed to constitute a contract between
      the Employer and any Eligible Employee, or to be a consideration for, nor an
      inducement or condition of, the employment of any person.  Nothing
      herein contained, or any action taken hereunder, shall be deemed to give any
      Eligible Employee the right to be retained in the employ of the Employer or
      to
      interfere with the right of the Employer to discharge any Eligible Employee
      at
      any time, nor shall it be deemed to give to the Employer the right to require
      the Eligible Employee to remain in its employ, nor shall it interfere with
      the
      Eligible Employee’s right to terminate his or her employment at any
      time.  Nothing in this Plan shall prevent the Employer from amending,
      modifying, or terminating any other benefit plan.

    


    10.2.    Alienation
      or Assignment of Benefits.  Except as otherwise provided under the
      Plan, a Participant’s rights and interest under the Plan shall not be assigned
      or transferred except as otherwise provided herein, and the Participant’s rights
      to benefit payments under the Plan shall not be subject to alienation, pledge
      or
      garnishment by or on behalf of creditors (including heirs, beneficiaries, or
      dependents) of the Participant or of a Beneficiary.

    


    10.3.    Company’s
      Protection.  By execution of an Election Form, each Participant
      shall be deemed to have agreed to cooperate with the Company by furnishing
      any
      and all information reasonably requested by the Administrator in order to
      facilitate the payment of benefits hereunder.

    


    10.4.    Construction.  All
      legal questions pertaining to the Plan shall be determined in accordance with
      the laws of the Commonwealth of Pennsylvania, to the extent such laws are not
      superseded by ERISA or any other federal law.

    


    10.5     Headings.  The
      headings of the Articles and Sections of this Plan are for reference
      only.  In the event of a conflict between a heading and the contents
      of an Article or Section, the contents of the Article or Section shall
      control.

    


    10.6.    Number
      and Gender.  Whenever any words used herein are in the singular
      form, they shall be construed as though they were also used in the plural form
      in all cases where they would so apply, and references to the male gender shall
      be construed as applicable to the female gender where applicable, and vice
      versa.

    


    10.7.    Right
      to Withhold.  To the extent required by law in effect at the time
      a distribution is made from the Plan, the Employer or its agents shall have
      the
      right to withhold or deduct from any distributions or payments any taxes
      required to be withheld by federal, state or local governments.

    


    *
      * * *
      *

    


    Approved
      and adopted by the Board of Directors this 13th day of December,
      2007.

     

     

     21