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**Exhibit 4.1**

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**MAGNETEK,INC.**

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**AMENDEDAND RESTATED DIRECTOR AND OFFICER COMPENSATIONAND DEFERRAL INVESTMENT PLAN**

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**JANUARY1, 2008**

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**Article 1.Establishment and Purposes**

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**1.1          Establishment.**Magnetek, Inc.,a Delaware corporation (the “Company”), established, effective as of October 21,1997, an amended and restated director pay and deferred compensation plan,which shall be known as the “Magnetek, Inc. Amended and Restated Directorand Officer Compensation and Deferral Investment Plan” (the “Plan”), for membersof the Board of Directors who are not employees or officers of the Company. ThePlan is hereby amended and restated effective as of January 1, 2005 (the “2005Restatement”), which amendment and restatement is intended as good faithcompliance with Section 409A of the Code (as defined below) and theregulations and other Treasury Department guidance promulgated thereunder (“Section 409A”).The 2005 Restatement shall only apply to (i) “amounts deferred” (withinthe meaning of Section 409A) by Directors (as defined below) in taxableyears beginning both before and after December 31, 2004, and any earningsthereon and (ii) all amounts deferred by Key Executives (as defined below)under the Plan and any earnings thereon (collectively, “Section 409ADeferrals”). The provisions of the Plan in existence prior to the 2005Restatement shall continue to govern “amounts deferred” (within the meaning of Section 409A)by Directors in taxable years beginning before January 1, 2005, and anyearnings thereon (collectively, “Grandfathered Deferrals”). In addition, thisamendment and restatement of the Plan extends participation in the Plan, withrespect to compensation earned on or after January 1, 2006, to certain KeyExecutives of the Company. From and after January 1, 2006, the Plan shallbe comprised of two  separate sub-plans,one for the benefit of Directors (the “Director Plan”) and one for the benefitof Key Executives (the “Key Executive Plan”). The Key Executive Plan is anonqualified deferred compensation plan which is unfunded and is maintainedprimarily for the purpose of providing deferred compensation for a select groupof management or highly compensated employees, within the meaning of Sections201(2), 301(a)(3) and 401(a)(1) of ERISA, as defined below. The DirectorPlan is not subject to ERISA. This document is also intended to constitute theSummary Plan Description for the Plan.

 

**1.2          Purpose.**Theprimary purposes of the Plan are (i) to provide Directors with theopportunity to defer voluntarily a portion of their Director’s Fees (as definedbelow), subject to the terms of the Plan, (ii) to provide certain KeyExecutives with the opportunity to defer voluntarily a portion of theirCompensation (as defined below), subject to the terms of the Plan and (iii) toencourage ownership of common stock by Directors and Key Executives and therebyalign their interests more closely with the interests of the stockholders ofthe Company. By adopting the Plan, the Company desires to enhance its abilityto attract and retain Directors and Key Executives of outstanding competence.

 

**Article 2.Definitions**

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Whenever used herein,the following terms shall have the meanings set forth below, and, when thedefined meaning is intended, the term is capitalized:

 

(a)           “Board” or “Board of Directors” meansthe Board of Directors of the Company.

 

(b)          “Board Meeting” means any meeting ofthe Board of Directors or of any committee thereof on which the Director servesand for which the Director is entitled to receive Meeting Fees.

 

(c)           “Bonus” means an incentive awardpayable by the Company to a Key Executive with respect to the Key Executive’sservices under the Magnetek Incentive Compensation Plan, or such other bonus orincentive compensation plan or program of the Company, and, in each case, shallbe deemed earned only upon award by the Company.

 

(d)          “Code” means the Internal Revenue Codeof 1986, as amended from time to time.

 

 

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(e)           “Committee” means the CompensationCommittee of the Board or such other committee of two (2) or moreDirectors appointed by the Committee to administer the Plan pursuant to Article 3.

 

(f)           “Company” means Magnetek, Inc.,a Delaware corporation.

 

(g)          “Compensation” means an Employee’sgross Salary and Bonus.

 

(h)          “Director” means a member of the Boardof Directors of the Company who is neither an employee nor an officer of theCompany.

 

(i)            “Director’s Fees” means a Director’sRetainer Fees and Meeting Fees, whether payable in cash or stock or anycombination thereof.

 

(j)            “Disability” means that aParticipant has become “disabled” as such term is defined under Section 409A.

 

(k)           “ERISA” means the Employee RetirementIncome Security Act of 1974, as amended from time to time.

 

(l)            “Fair Market Value” means (i) themean between the highest and lowest sales prices of a share of the Company’sstock on the principal exchange on which shares of the Company’s stock are thentrading, if any, on such determination date, or, if shares were not traded onsuch date, then on the next preceding trading day during which a sale occurred,as such prices are quoted in *The Wall Street Journal*;or (ii) if such stock is not traded on an exchange but is quoted on NASDAQor a successor quotation system, (1) the mean between the highest andlowest sales prices (if the stock is then listed as a National Market Issueunder the NASD National Market System) or (2) the mean between the closingrepresentative bid and asked prices (in all other cases) for the stock on suchdetermination date as reported by NASDAQ or such successor quotation system; or(iii) if such stock is not publicly traded on an exchange and not quotedon NASDAQ or a successor quotation system, the mean between the closing bid andasked prices for the stock, on such determination date, as determined in goodfaith by the Board; or (iv)  if the Company’s stock is not publiclytraded, the fair market value established by the Board in good faith.

 

(m)          “Key Executive” means any non-union,full-time, salaried employee of the Company who is an officer or other keyexecutive of the Company and who qualifies as a “highly compensated employee ormanagement employee” within the meaning of Title I of ERISA.

 

(n)          “Meeting Fees” means the fees paid toa Director on a per meeting basis for attending a meeting of the Board ofDirectors or a committee thereof.

 

(o)          “Participant” means a Director or KeyExecutive who is actively participating in the Plan.

 

(p)          “Plan” means this Magnetek, Inc.Amended and Restated Director and Officer Compensation and Deferral InvestmentPlan, as it may be amended from time to time.

 

(q)          “Retainer Fees” means annual retainerfees paid to a Director for serving as a member of the Board of Directors or asa Chairman of a committee thereof for a full year’s service on the Board orsuch lesser amount as may be payable to any Director in respect of services onthe Board of less than a full year.

 

(r)           “Salary” means all regular, basicwages, before reduction for amounts deferred pursuant to the Plan or any otherplan of the Company, payable in cash to a Key Executive for services to berendered during the Year, exclusive of any Bonus, other special fees, awards,or incentive compensation, allowances, or amounts designated by the Company aspayment toward or reimbursement of expenses.

 

(s)           “Specified Employee” means anyParticipant who is a “specified employee” (as such term is defined under Section 409A)of the Company. The “identification date” (as defined under Section 409A)for purposes of identifying Specified Employees shall be September 30 ofeach calendar year. Individuals identified on any identification date shall beSpecified Employees as of January 1 of the calendar year following theyear of the identification date. In determining whether or not an individual isa Specified Employee as of an identification date, all individuals who arenonresident aliens during the entire 12-month period ending on suchidentification date shall be excluded for purposes of determining whichindividuals will be Specified Employees.

 

 

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(t)           “Stock” means common stock of theCompany, par value $0.01 per share.

 

(u)          “Value” means the fair market value ofthe cash and/or Stock a Director receives (or, absent deferrals hereunder, isentitled to receive) as Director’s Fees.

 

(v)          “Year” means a calendar year.

 

**Article 3.Administration**

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**3.1          Authorityof the Committee.**The Plan shall be administered by theCompensation Committee of the Board of Directors of the Company. In addition,any power of the Committee hereunder may also be exercised by the full Board,except to the extent that the grant or exercise of such authority would causeany Stock issued hereunder or other transaction with respect to the Plan tobecome subject to (or lose an exemption under) the short-swing profit recoveryprovisions of Section 16 of the Securities Exchange Act of 1934, asamended. Subject to the terms of this Plan, the Board may appoint a successorCommittee to administer the Plan, provided that such Committee consists solelyof two (2) or more non-employee directors within the meaning of Section 16(b) ofthe Securities Exchange Act of 1934. In addition, subject to the terms of thePlan, and to the extent permissible under Section 16 of the SecuritiesExchange Act of 1934, as amended, the Board or the Committee may delegateministerial duties to any executive or executives of the Company.

 

Subject to theprovisions herein, the Committee shall have full power and discretion to issueStock to Participants in accordance with the terms of the Plan; to select KeyExecutives for participation in the Plan; to determine the terms and conditionsof each Director’s or Key Executive’s participation in the Plan; to construeand interpret the Plan and any agreement or instrument entered into under thePlan; to establish, amend, or waive rules and regulations for the Plan’sadministration; to amend (subject to the provisions of Article 11 herein)the terms and conditions of the Plan and any agreement entered into under thePlan; and to make other determinations which may be necessary or advisable forthe administration of the Plan.

 

**3.2          DecisionsBinding.**All determinations and decisions of the Board and/or theCommittee as to any disputed question arising under the Plan, includingquestions of construction and interpretation, shall be final, conclusive, andbinding on all parties and shall be given the maximum possible deferenceallowed by law.

 

**3.3          ClaimsProcedure.**

 

(a)           **Director Claims.**Any Director making a claim for benefits under this Plan may contest theCommittee’s decision to deny such claim or appeal therefrom only by submittingthe matter to binding arbitration before a single arbitrator. Any arbitrationshall be held in Los Angeles, California, unless otherwise agreed to by theCommittee. The arbitration shall be conducted pursuant to the CommercialArbitration Rules of the American Arbitration Association. The arbitrator’sauthority shall be limited to the affirmation or reversal of the Committee’sdenial of the claim or appeal, and the arbitrator shall have no power to alter,add to, or subtract from any provision of this Plan. The arbitrator’s decisionshall be final and binding on all parties, if warranted on the record andreasonably based on applicable law and the provisions of this Plan. Thearbitrator shall have no power to award any punitive, exemplary, consequential,or special damages, and under no circumstances shall an award contain anyamount that in any way reflects any of such types of damages. Each party shallbear its own attorney’s fees and costs of arbitration. Judgment on the awardrendered by the arbitrator may be entered in any court having jurisdictionthereof.

 

(b)          **Key Executive Claims.**

 

(1)                                AnyParticipant who is a Key Executive has the right to make a written claim forbenefits under the Plan. If such a written claim is made, and the Committeewholly or partially denies the claim, the Committee shall provide the claimantwith written notice of such denial, setting forth, in a manner calculated to beunderstood by the claimant:

 

 

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(i)                                    the specificreason or reasons for such denial;

 

(ii)                                 specificreference to pertinent Plan provisions on which the denial is based;

 

(iii)                              adescription of any additional material or information necessary for theclaimant to perfect the claim and an explanation of why such material orinformation is necessary; and

 

(iv)                             anexplanation of the Plan’s claims review procedure and time limits applicable tothose procedures, including a statement of the claimant’s right to bring acivil action under ERISA Section 502(a) if the claim is denied onappeal.

 

(2)                                Thewritten  notice of any claim denialpursuant to Section 3.3(b) shall be given not later than thirty (30)days after receipt of the claim by the Committee, unless the Committeedetermines that special circumstances require an extension of time forprocessing the claim, in which event:

 

(i)                                    writtennotice of the extension shall be given by the Committee to the claimant priorto thirty (30) days after receipt of the claim;

 

(ii)                                 theextension shall not exceed a period of thirty (30) days from the end of theinitial thirty (30) day period for giving notice of a claim denial; and

 

(iii)                              theextension notice shall indicate (A) the special circumstances requiring anextension of time and (B) the date by which the Committee expects torender the benefit determination.

 

(3)                                The decisionof the Committee shall be final unless the claimant, within sixty (60) daysafter receipt of notice of the claims denial from the Committee, submits awritten request to the Committee for an appeal of the denial. During that sixty(60) day period, the claimant shall be provided, upon request and free ofcharge, reasonable access to, and copies of, all documents, records and otherinformation relevant  to the claim forbenefits. The claimant shall be provided the opportunity to submit writtencomments, documents, records, and other information relating to the claim forbenefits as part of the claimant’s appeal. The claimant may act in thesematters individually, or through his or her authorized representative.

 

(4)                                Afterreceiving the written appeal, if the Committee, or its delegate, shall issue awritten decision notifying the claimant of its decision on review, not laterthan thirty (30) days after receipt of the written appeal, unless the Committeedetermines that special circumstances require an extension of time forreviewing the appeal, in which event:

 

(i)                                    writtennotice of the extension shall be given by the Committee prior to thirty (30)days after receipt of the written appeal;

 

(ii)                                 theextension shall not exceed a period of thirty (30) days from the end of theinitial thirty (30) day review period;

 

(iii)                              theextension notice shall indicate (A) the special circumstances requiring anextension of time and (B) the date by which the Committee expects torender the appeal decision.

 

(5)                                The periodof time within which a benefit determination on review is required to be madeshall begin at the time an appeal is received by the Committee, without regardto whether all the information necessary to make a benefit determination onreview accompanies the filing of the appeal. If the period of time forreviewing the appeal is extended as permitted above, due to a claimant’sfailure to submit information necessary to decide the claim on appeal, then theperiod for making the benefit determination on review shall be tolled from thedate on which the notification of the extension is sent to the claimant untilthe date on which the claimant responds to the request for additionalinformation.

 

(6)                                Inconducting the review on appeal, the Committee shall take into account allcomments, documents, records, and other information submitted by the claimantrelating to the claim, without regard to whether such information was submittedor considered in the initial benefit determination. 

 

 

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Ifthe Committee upholds the denial, the written notice of decision from theCommittee shall set forth, in a manner calculated to be understood by theclaimant:

 

(i)                                    the specificreason or reasons for the denial

 

(ii)                                 specificreference to pertinent Plan provisions on which the denial is based;

 

(iii)                              a statementthat the claimant is entitled to be receive, upon request and free of charge,reasonable access to , and copies of, all documents, records and otherinformation relevant  to the claim forbenefits; and

 

(iv)                             a statementof the claimant’s right to bring a civil action under ERISA 502(a).

 

(7)                                If the Planor any of its representatives fail to follow any of the above claimsprocedures, the claimant shall be deemed to have duly exhausted theadministrative remedies available under the plan and shall be entitled topursue any available remedies under ERISA Section 502(a), including butnot limited to the filing of an action for immediate declaratory reliefregarding benefits due under the Plan.

 

(c)           The Secretary of the Company ishereby designated as agent of the Plan for the service of legal process.

 

**3.4          Indemnification.**Eachperson who is or shall have been a member of the Board shall be indemnified andheld harmless by the Company against and from any loss, cost, liability, orexpense that may be imposed upon or reasonably incurred by him or her inconnection with or resulting from any claim, action, suit, or proceeding towhich he or she may be a defendant, or in which he or she may be a party byreason of any act or omission by such Board member in his or her capacity as anadministrator of the Plan, and against and from any and all amounts paid by himor her in settlement thereof, with the Company’s approval, or paid by him orher in satisfaction of any judgment in any such action, suit, or proceedingagainst him or her, provided he or she shall give the Company an opportunity,at its own expense, to handle and defend the same before he or she undertakesto handle and defend it on his or her own behalf.

 

Theforegoing right of indemnification shall not be exclusive of any other rightsof indemnification to which such persons may be entitled under the Company’sCertificate of Incorporation or Bylaws, as a matter of law, or otherwise, orany power that the Company may have to indemnify them or hold them harmless.

 

**Article 4.**Participation

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**4.1          Participation.**Thosemembers of the Board of Directors who are not employees or officers of theCompany, and those Key Executives who has been designated as eligible toparticipate in the Plan with respect to any Year beginning after December 31,2005 by the Committee shall participate in the Plan. Notwithstanding anythingherein to the contrary, unless the Committee determines otherwise, the Company’sChief Executive Officer shall be eligible to participate in the Plan withrespect to any Year beginning after December 31, 2005.

 

In the event aParticipant no longer meets the requirements for participation in the Plan,such Participant shall become an inactive Participant, retaining all the rightsdescribed under the Plan, except the right to make any further deferrals or, ifapplicable, receive payment of Directors’ Fees in Stock, until such time thatthe Participant again becomes an active Participant.

 

**4.2          Participation.**Participation in the Plan by Key Executives shall be determined by resolutionof the Committee annually or at such other time selected by the Committee.

 

**4.3          PartialYear Participation.**In the event that a Director or KeyExecutive first becomes a Participant during a Year, such Participant shall benotified by the Company of his or her participation, and the Company shallprovide each such Participant with “Election to Defer Forms,” which must becompleted by the Participant as provided in Sections 6.2 and 6.3 hereinand “Election to Receive Stock Forms,” which must be completed by theParticipant as provided in Sections 5.2 and 5.3 herein; provided, however,that such Participant may only make an election to defer with respect to thatportion of his or her Director’s Fees or Compensation, as 

 

 

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applicable, for such Year which are to beearned *after* the filing of the election andsuch Participant may only make an election to receive payment of Meeting Feesin stock with respect to that portion of his or her Meeting Fees for such yearwhich are to be earned after the filing of the election.

 

**Article 5.Stock in Lieu of Cash Director’s Fees**

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**5.1          Paymentin Stock.**Subject to Section 5.5 herein, aDirector shall receive Stock in lieu of the annual cash Retainer Fees otherwisepayable to each Director each year for so long as this Plan is in effect, tothe extent and subject to the terms and conditions set forth in this Article 5.In addition, a Director may elect to receive Stock in lieu of cash Meeting Feespayable to such Director each year for so long as this Plan is in effect, tothe extent and subject to the terms and conditions set forth in this Article 5.

 

**5.2          StockPayment Procedures.**The number of shares of Stock to be paidin lieu of cash Retainer Fees or cash Meeting Fees (in the event of an electionby a Director to so receive Stock in lieu of cash Meeting Fees) on each paymentdate shall be equal to (i) the amount of the cash Retainer Fees or cashMeeting Fees, as applicable, payable to each Director at the rates then ineffect divided by (ii) the Fair Market Value of Stock as determined on themost recent practicable date preceding the payment date. No fractional sharesof Stock shall be granted; instead, the cash remainder shall be paid to theParticipant. The Company shall deliver to each Participant each month aspayment of Retainer Fees one or more certificates representing the Stock,registered in the name of the Participant (or if directed by the Participant,in the joint names of the Participant and his or her spouse). The Company shalldeliver to each Participant who has filed an “Election to Receive Stock Form”as payment of Meeting Fees one or more certificates representing the Stock,registered in the name of the Participant (or, if directed by the Participant,in joint names of the Participant and his or her spouse) at the times suchMeeting Fees are customarily paid by the Company.

 

**5.3          Methodof Electing to Receive Stock in Lieu of Cash Meeting Fees.**In order toreceive Stock in lieu of cash Meeting Fees under the Plan, the Director mustcomplete and deliver to the Company a written “Election To Receive Stock Form”on which he or she designates the election to receive Stock. Participants shallmake their elections to receive payment in Stock for their Meeting Fees underthe Plan no later than the date immediately prior to the date of the BoardMeeting to which such Meeting Fees relate. All elections to receive payment inStock for Meeting Fees shall be made on an “Election to Receive Stock Form,” asdescribed herein and shall be delivered by the Participant to the Committee (orits delegate) as described in Section 12.1 herein. The election to receivepayment in Stock for Meeting Fees shall automatically remain in effect for allperiods the Participant participates in the Plan until revoked or changed bythe Participant.

 

The election may berevoked or changed with respect to future Board Meetings by filing with theCommittee (or its delegate) a new election on an “Election to Receive StockForm” no later than the day immediately prior to the date of the next BoardMeeting for which the Participant shall receive Meeting Fees.

 

**5.4          Rightsof the Participant.**Except for the terms and conditions setforth in this Plan, a Participant paid Stock in lieu of the cash Retainer Feesor cash Meeting Fees shall have all of the rights of a holder of the Stock,including the right to receive dividends paid on such Stock and the right tovote the Stock at meetings of stockholders of the Company. Upon delivery, suchStock will be nonforfeitable.

 

**5.5          **SpecialCircumstances.****The Committee shall have the authority,in its sole discretion, to permit all of a Director’s Retainer Fees to be paidin cash, rather than in Stock, in the event that a Director establishes, to thesatisfaction of the Committee, that special circumstances warrant such cashpayment. The merit of the Director’s special circumstances plea shall be judgedby the Committee. The Committee’s decision as to whether the Director’s specialcircumstances plea justifies the cash payment of the Director’s Retainer Feesshall be final, conclusive, and not subject to appeal.

 

**Article 6.Deferral Opportunity**

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**6.1          Amount Which May Be Deferred.******A Participant who is a Director may elect to defer up to onehundred percent (100%)****of his or herRetainer Fees for any Year and up to one hundred percent (100%) of his or herMeeting Fees for each Board Meeting during any Year. The amount of RetainerFees and Meeting Fees to be 

 

 

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deferred shall be expressed as apercentage of the Value of the fees otherwise payable (in cash or Stock) forthe Participant’s service as a Director of the Company. A Participant who is aKey Executive may elect to defer up to one hundred percent (100%) of Salaryand/or Bonus in any Year. The minimum amount of any single eligible componentof Compensation which may be deferred in any Year is the greater of fivepercent (5%) of such component or one thousand dollars ($1,000). In addition,an election to defer Compensation in any Year shall be expressed by eachParticipant in minimum increments of either five percent (5%) of the applicablecomponent of Compensation or one thousand dollars ($1,000) or such other formacceptable to the Committee.

 

**6.2          DeferralElection for Retainer Fees.**Participants shall make their electionsunder the Plan to defer their Retainer Fees no later than December 20prior to the beginning of each Year, or not later than thirty (30) calendardays following notification of initial eligibility to participate herein (withrespect to Retainer Fees not yet earned or paid). All elections to deferRetainer Fees shall be made on an “Election to Defer Form,” as described hereinand shall be delivered by the Participant to the Committee (or its delegate) asdescribed in Section 12.1 herein. The deferral election with respect toRetainer Fees shall automatically remain in effect for the Year in question(for which it shall be irrevocable) and for all subsequent periods theParticipant participates in the Plan until revoked or changed by theParticipant. The deferral may be revoked or changed with respect to futureYears only by delivering a new election on an “Election to Defer Form” no laterthan December 20 prior to the beginning of the Year.

 

 

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Participants who areDirectors shall make the following elections on an “Election to Defer Form”:

 

(a)           Theamount to be deferred with respect to his or her Retainer Fees for the Year,pursuant to the terms of Section 6.1 herein; and

 

(b)           Theform of payment to be made to the Participant at the end of the deferralperiod, pursuant to the terms of Section 6.6 herein.

 

**6.3          DeferralElection for Meeting Fees.**Participants shall make their electionsto defer their Meeting Fees under the Plan no later than December 20 priorto the beginning of each Year or no later than thirty (30) calendar daysfollowing notification of initial eligibility to participate in the Plan (withrespect to Meeting Fees not yet earned or paid). All elections to defer MeetingFees shall be made on an “Election to Defer Form,” as described in Section 6.2herein and shall be delivered by the Participant to the Committee (or itsdelegate) as described in Section 12.1 herein. On the “Election to DeferForm” described in Section 6.2, the Participant shall elect (in additionto any other relevant elections described in Section 6.2 herein) theamount to be deferred with respect to his or her Meeting Fees for each BoardMeeting, pursuant to the terms of Section 6.1 herein. The deferralelection with respect to Meeting Fees shall automatically remain in effect forthe Year in question (for which it shall be irrevocable) and for all subsequentperiods the Participant participates in the Plan until revoked or changed bythe Participant. The deferral may be revoked or changed with respect to futureBoard Meetings by filing with the Committee (or its delegate) a new election onan “Election to Defer Form” no later than December 20 prior to thebeginning of the Year.

 

**6.4          DeferralElection for Compensation.**Participants shall make their electionsunder the Plan to defer their Compensation no later than December 20 priorto the beginning of each Year, or not later than thirty (30) calendar daysfollowing notification of initial eligibility to participate herein (withrespect to Compensation not yet earned or paid). All elections to deferCompensation shall be made on an “Election to Defer Form,” as described hereinand shall be delivered by the Participant to the Committee (or its delegate) asdescribed in Section 12.1 herein. The deferral election with respect toCompensation shall automatically remain in effect for the Year in question (forwhich it shall be irrevocable) and for all subsequent periods the Participantparticipates in the Plan until revoked or changed by the Participant. Thedeferral may be revoked or changed with respect to future Years only bydelivering a new election on an “Election to Defer Form” no later than December 20prior to the beginning of the Year.

 

Participants who are KeyExecutives shall make the following elections on an “Election toDefer Form”:

 

(a)           Theamount to be deferred with respect to his or her Salary and/or Bonus for theYear, pursuant to the terms of Section 6.1 herein; and

 

(b)           Theform of payment to be made to the Participant at the end of the deferralperiod, pursuant to the terms of Section 6.6 herein.

 

**6.5          Lengthof Deferral.**Except as otherwise provided in Section 6.8,the amounts deferred by each Participant and the accumulated earnings thereonshall be paid (or commence to be paid) to the Participant as provided inSections 6.6 and 6.7 herein in January following the Year in whichthe termination of the Participant’s service as a Director or Key Executive ofthe Company occurs for any reason other than death. Notwithstanding anythingherein to the contrary, a Participant who is a Director and subsequently ceasesto qualify as a Director as a result of his or her becoming a Key Executiveshall not be deemed to have terminated service for purposes of the Plan untilsuch time as the Participant terminates service as both a Key Executive and amember of the Board. In the event of the Participant’s death, the payment ofthe amounts deferred and the accumulated earnings thereon (or, in the event ofdeath following commencement of installment payments, the remaining unpaidbalance thereof) shall be made in a single lump sum payment in the formprovided in Section 6.7 herein as soon as administratively practical afterthe Participant’s death.

 

Notwithstanding anythingherein to the contrary: no distributions to a Specified Employee that are to bemade as a result of the Specified Employee’s termination from service for anyreason other than death or Disability shall be made or commence prior to thedate that is six months after the date of termination from service, or suchshorter period that, in the opinion of counsel, is sufficient to avoid theimposition of the

 

 

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additional tax under Section 409A(a)(1)(B) ofthe Code or any other taxes or penalties imposed under Section 409A (the “Section 409ATaxes”); provided that any distributions that otherwise would have been payableduring such six-month (or shorter) period shall continue to accrue earningsunder Section 7.2 and shall be distributed (together with any earningsthereon) in lump sum on the first day following the expiration of suchsix-month (or shorter) period.

 

**6.6          Form ofPayment of Deferred Amounts.**Subject to Section 6.8, Participantsshall be entitled to elect to receive payment of amounts deferred in any Year,together with earnings accrued thereon, at the end of the deferral period in asingle lump sum payment or by means of installments, pursuant to the formelected by the Participant at the time the Participant elected to defer suchamounts. If no election is made with respect to amounts deferred in one or moreYears (and earnings accrued thereon), the Participant will be paid such amountsin a single lump sum. Notwithstanding anything herein to the contrary, all of aParticipant’s Grandfathered Deferrals shall be paid in the same form.

 

(a)           **Lump Sum Payment.**Suchpayment of deferred amounts and earnings accrued thereon shall be made to theParticipant in January following the Year in which he ceases to serve as aDirector and/or Key Executive, or at such later date, in each case, as setforth in Section 6.5 herein.

 

(b)          **Installment Payments.**Participantsmay elect to receive the payout of deferred amounts and earnings accruedthereon in annual installments, with a minimum number of installments of two(2), and a maximum number of installments of ten (10). The initial paymentshall be made in January following the Year in which he ceases to serve asa Director and/or Key Executive, or at such later date, in each case, as setforth in described in Section 6.5 herein. The remaining installmentpayments shall be made in January of each Year thereafter, until theParticipant’s entire deferred account has been paid in full. Earnings shallcontinue to accrue on the deferred amounts in the Participant’s deferredaccount, as provided in Section 7.2 of this Plan. The amount of eachinstallment payment shall be equal to the balance remaining in the Participant’sdeferred account immediately prior to each such payment, multiplied by afraction, the numerator of which is one (1), and the denominator of which isthe number of installment payments remaining.

 

Subject to the followingrules, with respect to Grandfathered Deferrals a Participant may elect tochange a form of benefit elected pursuant to this Section 6.6 by filing arevised election form on an “Election to Defer Form,” as described in Section 6.2herein, specifying the new form of distribution:

 

(1)                                An electionto change the form of distribution must be made no later than December 31at least one (1) full Year prior to the payout commencement date asdescribed in Section 6.5 herein. If a new election is submitted after thisdate, the election shall be null and void, and the form of distribution shallbe determined under the Participant’s original election.

 

(2)                                Any electionto change the form of distribution from installments to a lump sum is subjectin all cases to the approval of the Board.

 

(3)                                No furtherelection to change a form of distribution shall be permitted with respect toamounts already subject to a revised election submitted pursuant to this Section 6.6.

 

Participantsshall not be permitted to change the form of their distributions with respectto Section 409A Deferrals.

 

Notwithstandinganything to the contrary herein, if the deferred amounts and accumulatedearnings thereon to be paid to a Participant in the form of installments isless than $50,000, such amounts shall be paid to the Participant in a singlelump sum, notwithstanding the Participant’s election to receive such amounts inthe form of installments.

 

**6.7          Typeof Payment of Deferred Amounts.**All payment of deferred amounts hereundershall be made in shares of Stock, provided that cash in lieu of fractionalshares of Stock may be distributed.

 

**6.8          FinancialHardship.**The Committee shall have the authority toalter the timing or manner of payment of deferred amounts in the event that theParticipant establishes, to the satisfaction of the Committee, severe financialhardship. In such event, the Committee may, in its sole discretion:

 

 

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(a)           Authorizethe cessation of deferrals by such Participant under the Plan; or

 

(b)           Providethat all, or a portion, of the amount previously deferred by the Participantshall immediately be paid in a lump sum payment; or

 

(c)           Providethat all, or a portion, of the installments payable over a period of time shallimmediately be paid in a lump sum payment.

 

Forpurposes of this Section 6.8, with respect to Grandfathered Deferrals, “severefinancial hardship” shall mean any financial hardship resulting fromextraordinary and unforeseeable circumstances arising as a result of one ormore recent events beyond the control of the Participant. For purposes of this Section 6.8,with respect to Section 409A Deferrals, “severe financial hardship” shallmean shall mean an unforeseeable emergency which constitutes a severe financialhardship of the Participant or beneficiary resulting from an illness oraccident of the Participant or beneficiary, the Participant’s or beneficiary’sspouse, or the Participant’s or beneficiary’s “dependent” (as defined in Section 152(a) ofthe Code); loss of the Participant’s or beneficiary’s property due to casualty(including the need to rebuild a home following damage to a home not otherwisecovered by insurance, for example, not as a result of a natural disaster); orother similar extraordinary and unforeseeable circumstances arising as a resultof events beyond the control of the Participant or beneficiary. In any event,payment may not be made to the extent such emergency is or may be relieved: (i) throughreimbursement or compensation by insurance or otherwise; (ii) byliquidation of the Participant’s assets, to the extent the liquidation of suchassets would not itself cause severe financial hardship; and (iii) bycessation of deferrals under the Plan. Withdrawals of amounts because of asevere financial hardship may only be permitted to the extent reasonablynecessary to satisfy the hardship, plus to pay taxes on the withdrawal.Examples of what are not considered to be severe financial hardships includethe need to send a Participant’s child to college or the desire to purchase ahome. The Participant’s account will be credited with earnings in accordancewith the Plan up to the date of distribution.

 

Theseverity of the financial hardship shall be judged by the Committee. TheCommittee’s decision with respect to the severity of financial hardship and themanner in which, if at all, the Participant’s future deferral opportunitiesshall be ceased, and/or the manner in which, if at all, the payment of deferredamounts to the Participant shall be altered or modified, shall be final andconclusive.

 

**Article 7.Deferred Compensation Accounts**

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**7.1          Participants’Accounts.**The Company shall establish and maintainan individual bookkeeping account for deferrals made by each Participant under Article 6herein. Each account shall be credited as of the date the amount deferredotherwise would have become due and payable to the Participant and as providedin Section 7.2. Each Participant’s account shall be one hundred percent(100%) vested at all times.

 

 

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**7.2          Gainsand Losses on Deferred Amounts.**Each Participant’s account for deferralswill be deemed to be invested in Stock, including any dividends paid thereon(which will be deemed to be reinvested in such Stock). Each Participant’saccount will thus be adjusted and increased or decreased by the results of suchdeemed investment from the time Plan deferrals are credited under Section 7.1until distributed pursuant to Article 6 hereof.

 

**7.3          ChargesAgainst Accounts.**There shall be charged against each Participant’sdeferred account any payments made to the Participant or**tohis or her beneficiary.

 

**7.4          Designationof Beneficiary.**Each Participant shall designate abeneficiary or beneficiaries who, upon the Participant’s death, will receivethe deferred amounts that otherwise would have been paid to the Participantunder the Plan. All designations shall be signed by the Participant, and shallbe in such form as prescribed by the Committee. Each designation shall beeffective as of the date delivered to the Chief Human Resources Officer of theCompany by the Participant.

 

Participantsmay change their designations of beneficiary on such form as prescribed by theCommittee. The payment of amounts deferred under the Plan shall be inaccordance with the last unrevoked written designation of beneficiary that hasbeen signed by the Participant and delivered by the Participant to the ChiefHuman Resources Officer of the Company prior to the Participant’s death.

 

Inthe event that all the beneficiaries named by a Participant pursuant to this Section 7.4predecease the Participant, the deferred amounts that would have been paid tothe Participant or the Participant’s beneficiaries shall be paid to theParticipant’s estate.

 

Inthe event a Participant does not designate a beneficiary, or for any reasonsuch designation is ineffective, in whole or in part, the amounts thatotherwise would have been paid to the Participant or****theParticipant’s beneficiaries under the Plan shall be paid to the Participant’sestate.

 

**Article 8.Rights of Participants**

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**8.1          ContractualObligation.**The Plan shall create a contractualobligation on the part of the Company to make payments from the Participants’accounts when due. Payment of account balances shall be made out of the generalfunds of the Company.

 

**8.2          UnsecuredInterest.**No Participant or party claiming aninterest in deferred amounts of a Participant shall have any interestwhatsoever in any specific asset of the Company. To the extent that any partyacquires a right to receive payments under the Plan, such right shall beequivalent to that of an unsecured general creditor of the Company. The Companyshall have no duty to set aside or invest any amounts credited to Participants’accounts under this Plan.

 

Nothing contained inthis Plan shall create a trust of any kind or a fiduciary relationship betweenthe Company and any Participant. Nevertheless, the Company may establish one ormore trusts, with such trustee as the Committee may approve, for the purpose ofproviding for the payment of deferred amounts and earnings thereon. Such trustor trusts may be irrevocable, but the assets thereof shall be subject to theclaims of the Company’s general creditors in the event of the Company’sbankruptcy or insolvency. To the extent any deferred amounts and earningsthereon under the Plan are actually paid from any such trust, the Company shallhave no further obligation with respect thereto, but to the extent not so paid,such deferred amounts and earnings thereon shall remain the obligation of, andshall be paid by, the Company.

 

**8.3          NoGuarantee of Principal or Earnings.**Nothingcontained in the Plan shall constitute a guarantee by the Company or any otherperson or entity that the amounts deferred hereunder will increase or shall notdecrease in value due to the deemed investment of such amounts in Stock. TheStock may be a volatile investment and decreases in the value thereof mayresult in a loss of some or all of the principal amounts deferred hereunder.Thus, it is possible for the value of a Participant’s account to decrease as aresult of its deemed investment in Stock, if the value of the Stock decreases.

 

**Article 9.**Number and Source of Shares AvailableUnder the Plan

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Subjectto adjustments as provided in this Article 9, the shares of Stock that maybe issued under the Plan shall not exceed an aggregate of 1,100,000 shares ofStock. The Company shall reserve a sufficient number of shares of Stock forpurposes of the Plan, as determined by the Committee. Such shares may bepreviously issued and outstanding shares of Stock reacquired by the Company andheld in its treasury, or may be authorized but unissued shares of Stock, or mayconsist partly of each. If the Company shall at any time increase or decreasethe number of outstanding shares of Stock or change in any way the rights andprivileges of such shares by means of the payment of a stock dividend or anyother distribution upon such shares payable in Stock, or through a stock split,subdivision, consolidation, combination, reclassification, or recapitalizationinvolving the Stock, and in each case not involving the receipt ofconsideration by the Company, then the Committee shall, in such manner as shallbe reasonably determined by the Committee, increase, decrease, or change in likemanner the number, rights and privileges of the shares issuable under the Planas if such shares had been issued and outstanding, fully paid, andnon-assessable at the time of such occurrence in order to prevent dilution orenlargement of Participants’ rights under the Plan.

 

 

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**Article 10.********Withholding of Taxes**

 

TheCompany shall have the right to require Participants to remit to the Company anamount sufficient to satisfy any Federal, state, and local withholding taxrequirements, or**to deduct from all payments madepursuant to the Plan amounts sufficient to satisfy any withholding taxrequirements.

 

**Article 11.**Amendment and Termination

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TheCompany hereby reserves the right to amend, modify, or**terminatethe Plan at any time by action of the Board, with or without prior notice. Nosuch amendment or termination shall in any material manner adversely affect anyParticipant’s rights to amounts already deferred or earned or earnings thereonup to the point of amendment or termination or any rights of such Participantunder any Stock theretofore paid to him or her hereunder, without the consentof the Participant. Notwithstanding anything herein to the contrary, to theextent permissible under Section 409A without the imposition of the Section 409ATaxes, in the event of any termination, the Board, in its sole and absolutediscretion may elect to liquidate the Plan and distribute to each Participantall amounts deferred under the Plan (and earnings thereon) in a lump sum or ininstallments; provided that all such distributions (i) commence no earlierthan the date that is twelve (12) months following the date of such termination(or such earlier date permitted under Section 409A without the impositionof the Section 409A Taxes) and (ii) are completed by the date that istwenty-four (24) months following the date of such termination (or such laterdate permitted under Section 409A without the imposition of the Section 409ATaxes).

 

**Article 12.**Miscellaneous

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**12.1       Notice.**Unlessotherwise prescribed by the Committee, any notice or filing required orpermitted to be given to the Company under the Plan shall be sufficient if inwriting and hand delivered, or sent by registered or certified mail to theChief Human Resources Officer of the Company. Notice to the Chief HumanResources Officer of the Company, if mailed, shall be addressed to theprincipal executive offices of the Company. Notice mailed to a Participantshall be at such address as is given in the records of the Company. Noticesshall be deemed given as of the date of delivery or, if delivery is made bymail, as of the date shown on the postmark on the receipt for registration orcertification.

 

**12.2       Considerationfor Stock Issued.**Stock will be paid under the Plan inconsideration of the services of Participants as directors, employees and/orofficers of the Company.

 

**12.3       Compliancewith Securities Laws, Listing Requirements, and Other Laws and Obligations.**The Companyshall not be obligated to deliver any shares of Stock under this Plan, (a) until,in the opinion of the Company’s counsel, all applicable federal and state lawsand regulations have been complied with, (b) if the outstanding Stockis at the time listed on any stock exchange, or quoted on any automatedquotation system, until the shares to be delivered have been listed orauthorized to be listed or quoted on such exchange or system upon officialnotice of issuance, and (c) until all other legal matters in connectionwith the issuance and delivery of such shares have been approved by the Company’scounsel. If the sale of Stock has not been registered under the Securities Actof 1933, as amended, the Company may require, as a condition to the payment ofStock, such representations or agreements as counsel for the Company mayconsider appropriate to avoid violation of such Act and may require that thecertificates evidencing such Stock bear an appropriate legend restrictingtransfer.

 

**12.4       NoShareholder Rights Conferred.**Nothing contained in the Plan or anyagreement hereunder will confer upon any Participant any rights of ashareholder of the Company unless and until shares of Stock are issued to suchParticipant upon the payment of Stock.

 

**12.5       NoRight to Stock.**Nothing in the Plan shall be construed togive any Director or Key Executive any right to a grant of common stock underthe Plan unless all conditions described within the Plan are met as determinedin the sole discretion of the Committee.

 

**12.6       GrantedShares Have Same Status as Issued Shares.**Any sharesof common stock of the Company issued as a stock dividend, or as a result ofstock splits, combinations, exchanges of shares, reorganizations, mergers,consolidations or otherwise with respect to shares of common stock grantedpursuant to the Plan shall have the same status and be subject to the samerestrictions as the shares granted.

 

**12.7       Nontransferability.**Exceptas provided below, Participants’ rights to deferred amounts, contributions, andearnings accrued thereon under the Plan may not be sold, transferred, assigned,or otherwise alienated or hypothecated, other than by will or by the laws ofdescent and distribution, nor shall the Company make any payment under the Planto any assignee or creditor of a Participant.

 

Notwithstandingthe foregoing, the Committee shall provide for distributions from a Participant’sdeferred compensation account to the extent required by a court order that theCommittee determines to satisfy the requirements of a qualified domesticrelations order within the meaning of Section 206(d)(3) of ERISA. Theamounts assigned to an alternate payee under such an order shall be paid in alump sum distribution as soon as administratively practical after the Committeedetermines that the order meets the requirements of a qualified domesticrelations order. All payments made pursuant to any such order shall be chargedagainst the Participant’s deferred compensation account.

 

 

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**12.8       Severability.**Inthe event any provision of the Plan shall be****heldillegal or invalid for any reason, the illegality or invalidity shall notaffect the remaining parts of the Plan, and the Plan shall be construed andenforced as if the illegal or invalid provision had not been included.

 

**12.9       Genderand Number.**Except where otherwise indicated by thecontext, any masculine term used herein also shall include the feminine; theplural shall include the singular, and the singular shall include the plural.

 

**12.10     Costsof the Plan.**All costs of implementing andadministering the Plan shall be borne by the Company.

 

**12.11     Successors.**Allobligations of the Company under the Plan shall be binding on any successor tothe Company, whether the existence of such successor is the result of a director indirect purchase, merger, consolidation, or otherwise, of all orsubstantially all of the business and/or assets of the Company

 

**12.12     ApplicableLaw.**Except to the extent preempted by applicable federal law,the Plan shall be governed by and construed in accordance with the laws of thestate of Tennessee.

 

**12.13     EffectiveDate.**This amendment and restatement of the Plan shall becomeeffective at the time that it is approved by the Board, subject to approval bythe stockholders of the Company by a majority of the votes cast by the holdersof the common stock, present in person or represented by proxy, and entitled tovote.

 

 

 

 

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