DEFERRED COMPENSATION PLAN



 





EXHIBIT 10.4


DOUBLECLICK INC.

DEFERRED COMPENSATION PLAN


 









 






	 	 	 	 	 	 	 	 	 
	ARTICLE I	 	 	TITLE AND DEFINITIONS
	 	 	4	 
	ARTICLE II	 	 	PARTICIPATION
	 	 	7	 
	ARTICLE III	 	 	DEFERRAL ELECTIONS
	 	 	7	 
	 	3.1	 	Elections to Defer Compensation.	 	 	7	 
	 	3.2	 	Investment Elections.	 	 	8	 
	ARTICLE IV	 	 	DEFERRAL ACCOUNTS AND TRUST FUNDING
	 	 	8	 
	 	4.1	 	Deferral Accounts.	 	 	8	 
	 	4.2	 	Company Contribution Account.	 	 	9	 
	 	4.3	 	Trust Funding.	 	 	9	 
	ARTICLE V	 	 	VESTING
	 	 	10	 
	ARTICLE VI	 	 	DISTRIBUTIONS
	 	 	11	 
	 	6.1	 	Distribution of Deferred Compensation and Discretionary Company Contributions.	 	 	11	 
	 	6.2	 	Early Non-Scheduled Distributions.	 	 	12	 
	 	6.3	 	Hardship Distribution.	 	 	13	 
	 	6.4	 	Inability to Locate Participant.	 	 	13	 
	ARTICLE VII	 	 	ADMINISTRATION
	 	 	14	 
	 	7.1	 	Committee.	 	 	14	 
	 	7.2	 	Committee Action.	 	 	14	 
	 	7.3	 	Powers and Duties of the Committee.	 	 	14	 
	 	7.4	 	Construction and Interpretation.	 	 	15	 
	 	7.5	 	Information.	 	 	15	 
	 	7.6	 	Compensation, Expenses and Indemnity.	 	 	15	 
	 	7.7	 	Quarterly Statements.	 	 	15	 
	 	7.8	 	Disputes.	 	 	16	 







 









 






	 	 	 	 	 	 	 	 	 
	ARTICLE VIII	 	 	MISCELLANEOUS
	 	 	17	 
	 	8.1	 	Unsecured General Creditor.	 	 	17	 
	 	8.2	 	Restriction Against Assignment.	 	 	17	 
	 	8.3	 	Withholding.	 	 	17	 
	 	8.4	 	Amendment, Modification, Suspension or Termination.	 	 	17	 
	 	8.5	 	Governing Law.	 	 	18	 
	 	8.6	 	Receipt or Release.	 	 	18	 
	 	8.7	 	Payments on Behalf of Persons Under Incapacity.	 	 	18	 
	 	8.8	 	Limitation of Rights and Employment Relationship	 	 	18	 
	 	8.9	 	Headings.	 	 	18	 







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DOUBLECLICK INC.

DEFERRED COMPENSATION PLAN




          WHEREAS, DoubleClick Inc. (the “Company”) intends to establish a deferred
compensation plan for a select group of management or highly compensated
employees;



          NOW, THEREFORE, as of the effective date set forth herein, the DoubleClick
Inc. Deferred Compensation Plan (the “Plan”) is hereby adopted to read as
follows:



ARTICLE I




TITLE AND DEFINITIONS




          Whenever the following words and phrases are used in this Plan, with the
first letter capitalized, they shall have the meanings specified below.



          (a)       “Account” or “Accounts” shall mean all of such accounts as are
specifically authorized for inclusion in this Plan.



          (b)       “Base Salary” shall mean a Participant’s annual base salary, excluding
bonus, commissions, severance pay, incentive and all other remuneration for
services rendered to Company and prior to reduction for any salary reduction
contributions to a plan established pursuant to Section 125 of the Code or
qualified pursuant to Section 401(k) of the Code.



          (c)       “Beneficiary” or “Beneficiaries” shall mean the person or persons,
including a trust or other entity, trustee, personal representative or other
fiduciary, last designated in a writing (or electronically) by a Participant,
in accordance with procedures established by the Committee, to receive the
benefits specified hereunder in the event of the Participant’s death. No
beneficiary designation shall become effective until it is filed with or
communicated to the Committee during the Participant’s life. Any designation
shall be revocable at any time through a written instrument filed (or
electronic instrument communicated) by the Participant with the Committee with
or without the consent of the previous Beneficiary. If there is no such
designation or if there is no surviving designated Beneficiary, then the
Participant’s estate shall be the Beneficiary. In the event any amount is
payable under the Plan to a minor, payment shall not be made to the minor but,
instead, to a custodian selected by the Committee to hold the funds for the
minor under the Uniform Transfers or Gifts to Minors Act in effect in the
jurisdiction in which the minor resides. Payment by Company pursuant to any
unrevoked Beneficiary designation as described herein, or to the Participant’s
estate if no such designation exists, of all benefits owed hereunder, shall
satisfy all obligations of Company under this Plan.



          (d)       “Board of Directors” or “Board” shall mean the Board of Directors of
Company.



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          (e)       “Bonuses” shall mean such bonuses as the Committee may designate as
available for deferral during the election process described in Section 3.1,
which are earned during the Plan Year beginning after such elections, and which
are ultimately paid to the Participant under the terms of the bonus
arrangement.



          (f)       “Code” shall mean the Internal Revenue Code of 1986, as amended.



          (g)       “Committee” shall mean the 401k Administrative Committee of the
Company.



          (h)       “Contribution Account” shall mean the bookkeeping account maintained
by Company for each Participant that is credited with an amount equal to the
Company Discretionary Contribution Amount, if any, and Company Matching
Contribution Amount, if any, and earnings and losses on such amounts pursuant
to Section 4.2.



          (i)       “Company Discretionary Contribution Amount” shall mean such
discretionary amount if contributed by the Company for each Participant for a
Plan Year. Such amount may differ from Participant to Participant both in
amount, including making no contribution for one or more Participants, and as a
percentage of Compensation.



          (j)       “Company Matching Contribution Amount” shall mean such amount
contributed by the Company in connection with each Participant’s deferral
election under the Plan for a Plan Year; provided that it is the Company’s
intention as of the Effective Date to make only such matching contributions as
Participants are unable to have credited under the DoubleClick Inc. 401(k) Plan
(the “401(k) Plan”) as a result of the limits imposed by the law (or the
administrator) on contributions to said Plan by such Participants assuming that
the Participants had made the maximum contributions permitted under said 401(k)
Plan and assuming sufficient deferrals under this Plan are made to earn such
matching contributions under the matching contribution ratio of the 401(k)
Plan. Notwithstanding the foregoing, the Company may elect to make any
matching contribution it approves in any year.



          (k)       “Compensation” shall be Base Salary, commissions and Bonuses.



          (l)       “Deferral Account” shall mean the bookkeeping account maintained by
the Committee for each Participant that is credited with amounts equal to (1)
the portion of the Participant’s Compensation that he or she elects to defer,
and (2) earnings and losses credited pursuant to Section 4.1.



          (m)       “Disability” shall mean disability as determined under the Company’s
long term disability benefit plan, as long as one is in force, and if none,
disability means the Participant’s inability to perform each and every duty of
his or her occupation or position of employment due to illness or injury as
determined in the sole and absolute discretion of the Committee.



          (n)       “Distributable Amount” shall mean the aggregate vested balance in the
Participant’s Deferral Account and Company Contribution Account.



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          (o)       “Early Distribution” shall mean an election by Participant in
accordance with Section 6.2 to receive a withdrawal of amounts from his or her
Deferral Account and Company Contribution Account prior to the time at which
such Participant would otherwise be entitled to such amounts.



          (p)       “Effective Date” shall be January 1, 2004.



          (q)       “Eligible Employee” shall be each employee of the Company in the
position of grade 10 or higher who is designated as an eligible employee under
the Plan for a Plan Year by the Committee. Designation as an Eligible Employee
once made by the Committee shall continue in effect until the Committee
terminates that designation or the employee ceases to meet the requirements of
this definition.



          (r)       “Fund” or “Funds” shall mean one or more of the investment funds
selected by the Participant pursuant to Section 3.2(a).



          (s)       “Hardship Distribution” shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of his or her Dependent (as defined in Section 152(a) of the
Code), loss of a Participant’s property due to casualty, or other similar or
extraordinary and unforseeable circumstances arising as a result of events
beyond the control of the Participant. The circumstances that would constitute
an unforseeable emergency will depend upon the facts of each case, but, in any
case, a Hardship Distribution may not be made to the extent that such hardship
is or may be relieved (i) through reimbursement or compensation by insurance or
otherwise, (ii) by liquidation of the Participant’s assets, to the extent the
liquidation of assets would not itself cause severe financial hardship, (iii)
by borrowing funds, to the extent such borrowing would not itself cause severe
financial hardship, or (iv) by cessation of deferrals under this Plan.



          (t)       “Initial Election Period” shall mean the 30-day period prior to the
Effective Date of the Plan.



          (u)       “Interest Rate” shall mean, for each Fund, an amount equal to the net
gain or loss on the assets of such Fund during each month.



          (v)       “Participant” shall mean any Eligible Employee who becomes a
Participant in this Plan in accordance with Article II.



          (w)       “Payment Date” shall be the last day of the calendar year in which the
Participant terminates employment.



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



          (y)       “Scheduled Withdrawal Date” shall mean the distribution date elected
by the Participant for an in-service withdrawal of amounts from such Accounts
deferred or contributed for a given Plan Year in accordance with the Plan, and
earnings and losses attributable thereto, as set forth on the election form for
such Plan Year.



          (z)       “Trust” shall mean the Company Deferred Compensation Plan Trust.



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          (aa)       “Trustee” shall mean First American Trust, FSB.



ARTICLE II




PARTICIPATION




          An Eligible Employee shall become a Participant in the Plan by making an
election, in the manner approved by the Committee, to defer the receipt of
Compensation under the Plan (a “Deferral Election”).



ARTICLE III




DEFERRAL ELECTIONS





	 	3.1	 	Elections to Defer Compensation.




          (a)       Initial Election Period. Subject to the provisions of Article II,
each Eligible Employee may make a Deferral Election by filing with the
Committee an election that conforms to the requirements of this Section 3.1, in
a manner provided by the Committee, prior to the end of his or her Initial
Election Period.



          (b)       General Rule. The amount of Compensation which an Eligible Employee
may elect to defer is such Compensation earned on or after the time at which
the Eligible Employee makes the Deferral Election in accordance with Sections
1(t) and 3.1(a) and shall be a flat dollar amount or percentage which shall not
exceed 100% of the Eligible Employee’s Compensation, provided that the total
amount deferred by a Participant shall be limited in any calendar year, if
necessary, to satisfy Social Security Tax (including Medicare), income tax and
employee benefit plan withholding requirements as determined in the sole and
absolute discretion of the Committee and to result in the Eligible Employee
receiving cash compensation at least equal to the minimum wage for that Plan
Year. The minimum Deferral Election which may be made in any Plan Year by an
Eligible Employee shall not be less than $5,000, provided such minimum Deferral
Election can be satisfied from any element of Compensation.



          (c)       Duration of Compensation Deferral Election. An Eligible Employee’s
initial election to defer Compensation is to be effective with respect to
Compensation received after the Effective Date of the Plan. A Participant may
increase, decrease or terminate a Deferral Election with respect to
Compensation for any subsequent Plan Year by filing a new election not less
than one month prior to the beginning of the next Plan Year, which election
shall be effective on the first day of the next following Plan Year. If no such
new election is filed than the old election shall be deemed to continue in
effect.



          (d)       Mid-Year Designations. In the case of an individual who becomes an
Eligible Employee after the Effective Date, such Eligible Employee shall have
30 days from the date he or she has become an Eligible Employee to make an
Initial Election (which 30 day period shall be considered his Initial Election
Period) with respect to Compensation earned after the end of such 30 day
period. Such election shall apply to the remainder of the Plan Year, in the
event the Plan Year has commenced.



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          (e)       Elections other than Elections during the Initial Election Period.
Subject to the limitations of Section 3.1(b) above, any Eligible Employee who
has terminated a prior Deferral Election may elect to again make a Deferral
Election, by making an election with respect to a future Plan Year, in the
manner approved by the Committee, to defer Compensation as described in
Sections 3.1(b) and 3.1(c) above at least 30 days prior to the beginning of
such Plan Year. If an Eligible Employee does not elect to become a Participant
during his Initial Election Period, a Deferral Election may be made with
respect to a subsequent Plan Year in the same manner as an election by an
Eligible Employee who has terminated a prior Deferral Election.




	 	3.2	 	Investment Elections.




          (a)       At the time of the Deferral Election described in Section 3.1, the
Participant shall designate, in a manner approved by the Committee, the types
of investment funds (“Fund” or “Funds”) in which the Participant’s Account will
be deemed to be invested for purposes of determining the amount of earnings to
be credited to that Account. The Participant may elect to treat the Deferral
Election for each Plan Year in a manner different from the investment of
Deferral Election in other Plan Years and the Committee shall establish a
recordkeeping system which will monitor such elections. The Participant may
make similar elections with respect to his or her Company Contribution Account.
In making the designation pursuant to this Section 3.2, the Participant may
specify that all or any portion of his or her Account be deemed to be invested,
in whole percentage increments, in one or more of the Funds provided for this
purpose under the Plan as communicated from time to time by the Committee. A
Participant may change the designation made under this Section 3.2 by making an
election on any day, in a manner approved by the Committee, which will be
effective on the next business day with respect to his Account in any manner
the Committee approves. If a Participant fails to elect a Fund under this
Section 3.2, he or she shall be deemed to have elected the Money Market type of
investment Fund. The Interest Rate of each such Fund in which the Participant
is deemed to be invested shall be used to determine the amount of earnings or
losses to be credited to Participant’s Account under Article IV.



          (b)       Although the Participant may designate the Funds to be used to measure
the value of the accounts established for the Participant under the Plan,
neither the Company nor the Committee shall be obligated to invest any assets
in such manner.



ARTICLE IV




DEFERRAL ACCOUNTS AND TRUST FUNDING





	 	4.1	 	Deferral Accounts.




          The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan. Each Participant’s Deferral Account shall be
further divided into separate subaccounts (“investment fund subaccounts”), each
of which corresponds to a Fund elected by the Participant pursuant to Section
3.2(a) and which may also reflect the Plan Year in which the Deferral Election
was made. A Participant’s Deferral Account shall be credited as follows:



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          (a)       As soon as practicable after amounts are withheld and deferred from a
Participant’s Compensation, the Committee shall credit the investment fund
subaccounts of the Participant’s Deferral Account with an amount equal to
Compensation deferred by the Participant in accordance with the Participant’s
election under Section 3.2(a); that is, the portion of the Participant’s
Deferral Election that the Participant has elected to be deemed to be invested
in a Fund shall be credited to the investment fund subaccount corresponding to
that Fund;



          (b)       Each business day, each investment fund subaccount of a Participant’s
Deferral Account shall be credited with earnings or losses in an amount equal
to that determined by multiplying the balance credited to such investment fund
subaccount as of the prior day plus contributions credited that day to the
investment fund subaccount by the Interest Rate for the Fund.



          (c)       In the event that a Participant elects that a given Plan Year’s
Deferral Election have a Scheduled Withdrawal Date, all amounts attributed to
the Deferral Election for such Plan Year shall be accounted for in a manner
which allows separate accounting for that Deferral Election and investment
earnings and losses associated with it.




	 	4.2	 	Company Contribution Account.




          The Committee shall establish and maintain a Company Contribution Account
for each Participant under the Plan. Each Participant’s Company Contribution
Account shall be further divided into separate investment fund subaccounts
corresponding to the Fund elected by the Participant pursuant to Section 3.2(a)
and which may also reflect the Plan Year in which the contribution was made. A
Participant’s Company Contribution Account shall be credited as follows:



          (a)       As soon as practicable after a Company Discretionary Contribution
Amount or Company Matching Contribution Amount is recorded under the Plan, the
Committee shall credit each investment fund subaccounts of the Participant’s
Company Contribution Account with a portion of the Company Discretionary
Contribution Amount, or Company Matching Contribution Amount, if any, in
accordance with the Participant’s election; and



          (b)       Each business day, each investment fund subaccount of a Participant’s
Company Contribution Account shall be credited with earnings or losses in an
amount equal to that determined by multiplying the balance credited to such
investment fund subaccount as of the prior day plus contributions credited that
day to the investment fund subaccount by the Interest Rate for the Fund.



          (c)       In the event that a Participant elects a Scheduled Withdrawal Date,
all amounts attributed to the Company’s contribution for such Plan Year shall
be accounted for in a manner which allows separate accounting for that Deferral
Election and investment earnings and losses associated with it.




	 	4.3	 	Trust Funding.




          The Company has created a Trust. The Company may cause the Trust to be
funded each year. The Company may contribute to the Trust (1) an amount equal
to the amount



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deferred by each Participant; (2) the aggregate amount of Company
Discretionary Contribution Amounts; (3) the aggregate amount of Company
Matching Contribution Amounts for the Plan Year; and (4) any other amounts the
Company deems advisable.



          Although the principal of the Trust and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively
for the uses and purposes of Plan Participants and Beneficiaries as set forth
therein, neither the Participants nor their Beneficiaries shall have any
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust prior to the time such assets are paid to the Participants or
Beneficiaries as benefits and all rights created under this Plan shall be
unsecured contractual rights of Plan Participants and Beneficiaries against the
Company. Any assets held in the Trust will be subject to the claims of
Company’s general creditors under federal and state law in the event of
insolvency as defined in the Trust.



          The trust may provide that assets in the Trust with a current fair market
value in excess of 150% of the value of the accrued benefits under this Plan
(including as an asset only the net cash value of life insurance contracts held
by the Trust prior to the death of the insured) may be distributed to the
Company or at its direction. There shall be no other reversion to the Company
of any assets under the Plan or in the Trust until the Plan has been terminated
and all benefits are paid under the terms of this Plan as well as any related
expenses.



ARTICLE V




VESTING




          A Participant shall always be 100% vested in his or her Deferral Account.
A Participant shall be 100% vested in the Company Discretionary Contribution
Amount and Company Matching Contribution Amount after 2 Years of Service (and
0% vested prior to that); provided that if a Participant dies or becomes
Disabled or reaches age 65 prior to termination of employment, he or she shall
be treated as 100% vested in his or her entire Account on such event. Vesting
Years of Service shall be calculated for purposes of this Plan in the same
manner as they are calculated under the DoubleClick Inc. 401(k) Plan taking
into account all the Participant’s service with the Company prior to the
Effective Date of the Plan.



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ARTICLE VI




DISTRIBUTIONS





	 	6.1	 	Distribution of Deferred Compensation and Discretionary
Company Contributions.




          (a)       Distribution Without Scheduled Withdrawal Date. In the case of a
Participant who terminates employment with Company and has a vested Account
balance of more than $50,000, the Distributable Amount shall be paid to the
Participant (and after his or her death to his or her Beneficiary) in a lump
sum as soon as administratively practicable after the Participant’s Payment
Date but in no event later than the end of the first quarter of the calendar
year following termination of employment. An optional form of benefit may be
elected by the Participant, in a manner approved by the Committee, at the time
a Deferral Election is made or modified for any Plan Year, from among the
following:



               (1)       Substantially equal annual installments over five (5) years beginning
on the Participant’s Payment Date.



               (2)       Substantially equal annual installments over ten (10) years
beginning on the Participant’s Payment Date.



               (3)       Substantially equal annual installments over fifteen (15) years
commencing on the Participant’s Payment Date.



               A Participant may modify the form of benefit that he or she has previously
elected, provided such modification occurs during a one year period ending at
least one (1) year before the Participant terminates employment with Company.



               In the case of a Participant who terminates employment with Company and
has a vested Account balance of $50,000 or less the Distributable Amount shall
be paid to the Participant (and after his or her death to his or her
Beneficiary) in a lump sum distribution as soon as practicable after the
Participant’s Payment Date but in any event no later than the end of the first
quarter of the calendar year following termination of employment.



               The Participant’s Account shall continue to be credited with earnings
pursuant to Section 4.1 of the Plan until all amounts credited to his or her
Account under the Plan have been distributed.



          (b)       Distribution With Scheduled Withdrawal Date. In the case of a
Participant who has elected a Scheduled Withdrawal Date for a distribution
while still in the employ of the Company, such Participant shall receive his or
her Distributable Amount, but only with respect to those deferrals of
Compensation, vested Matching Contribution Amounts and vested Company
Discretionary Contribution Amounts and earnings on such deferrals of
Compensation, Matching Contribution Amounts and Company Discretionary
Contribution Amounts as shall have been elected by the Participant to be
subject to the Scheduled Withdrawal Date in accordance with Section 1(y) of the
Plan. A Participant’s Scheduled Withdrawal Date with respect to deferrals of
Compensation, Matching Contribution Amounts and Company



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Discretionary Contribution Amounts deferred in a given Plan Year can be
any date after such Plan Year, provided that any amount that is not vested on
such Scheduled Withdrawal Date shall be distributed as soon as it is vested,
unless it is forfeited under the terms of the Plan. A Participant may extend
the Scheduled Withdrawal Date for any Plan Year, provided such extension occurs
during the one year period ending at least one year before the Scheduled
Withdrawal Date. The Participant shall have the right to twice modify any
Scheduled Withdrawal Date in the manner described in the preceding sentence.
The distribution of the Participant’s vested Account on the Scheduled
Withdrawal Date, as modified above, shall be made in a lump sum, provided that
if the value of such vested Account is $25,000 or more then such distribution
will be made, as the Participant has elected in annual installments over 2, 3,
4 or 5 years. A lump sum distribution will be made and installment
distributions shall begin as soon as practicable after the Scheduled Withdrawal
Date and in any event not later than the end of the first quarter of the
calendar year after the year specified in the Participant’s election. In the
event a Participant terminates employment with Company prior to a Scheduled
Withdrawal Date, other than by reason of death, the portion of the
Participant’s Account associated with a Scheduled Withdrawal Date, will be paid
in the form of the distribution elected with respect to termination of
employment if the Account exceeds $50,000. However, if a Participant terminates
employment while receiving distributions under this Section 6.1(b) then the
remaining installments will continue without change.



          (c)       Distribution on Death. In the case of a Participant who dies while
employed by the Company all the Participant’s remaining Account, including any
portion being distributed under this Section 6.1, shall be distributed to the
Participant’s Beneficiary in a lump sum. If the Company has purchased life
insurance on the life of the Participant as part of the administration of this
Plan, and at the time of death such Participant is employed by the Company and
has a vested Account of at least $5,000, then the Beneficiary will receive an
additional lump sum payment of $100,000.




	 	6.2	 	Early Non-Scheduled Distributions.




          A Participant shall be permitted to elect an Early Distribution from his
or her Account prior to the Payment Date or the Scheduled Withdrawal Date,
subject to the following restrictions:



          (a)       The election to take an Early Distribution shall be made by filing a
form provided by and filed with the Committee prior to the end of any calendar
month.



          (b)       The amount of the Early Distribution shall equal up to 90% of his
vested Account balance.



          (c)       The amount described in subsection (b) above shall be paid in a single
cash lump sum as soon as practicable after the end of the calendar month in
which the Early Distribution election is made.



          (d)       If a Participant requests an Early Distribution of his or her entire
vested Account that shall be deemed to be 90% of his or her vested Account and
the remaining balance of his or her vested Account (10% of the vested Account)
shall be permanently forfeited and the



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Company shall have no obligation to the Participant or his Beneficiary
with respect to such forfeited amount. If a Participant receives an Early
Distribution of less than his or her entire vested Account, such Participant
shall experience a comparable 10% forfeiture and the Company shall have no
obligation to the Participant or his or her Beneficiary with respect to such
forfeited amount.



          (e)       If a Participant receives an Early Distribution of either all or a
part of his or her Account, the Participant will be ineligible to participate
in the Plan for the balance of the Plan Year and the following Plan Year. All
distributions shall be made on a pro rata basis from among a Participant’s
Accounts and shall be debited from the Funds for purposes of Article IV.



          (f)       The minimum distribution under this Section is $10,000 or all the
Participant’s vested Account if that is less than $10,000.



          (g)       Notwithstanding the foregoing, if the provisions of this Section 6.2
would, at any time, result in any portion of any Participant’s Account being
treated as includable in taxable income prior to its distribution, then such
provision shall be void and of no effect with respect to such Participant.




	 	6.3	 	Hardship Distribution.




          A Participant shall be permitted to elect a Hardship Distribution from his
or her vested Accounts in accordance with Section 1(s) of the Plan prior to the
Payment Date, subject to the following restrictions:



          (a)       The election to take a Hardship Distribution shall be made by filing a
form provided by and filed with Committee.



          (b)       The Committee shall make a determination that the requested
distribution constitutes a Hardship Distribution in accordance with Section
1(s) of the Plan and determine the minimum amount needed to enable the
Participant to respond to such need. The Committee may request such
documentation, information or other proof of the facts they deem appropriate to
their determinations hereunder.



          (c)       The amount determined by the Committee as a Hardship Distribution
shall be paid in a single cash lump sum as soon as practicable after the end of
the calendar month in which the Hardship Distribution election, once filed, is
subsequently approved by the Committee.



          (d)       If a Participant receives a Hardship Distribution, the Participant
will be ineligible to participate in the Plan for the balance of the Plan Year
and the following Plan Year.




	 	6.4	 	Inability to Locate Participant.




          In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the required Payment Date, the amount
allocated to the Participant’s Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims



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such benefit, such benefit shall be reinstated without interest or
earnings for the period during which it was considered forfeited.



ARTICLE VII




ADMINISTRATION





	 	7.1	 	Committee.




          The Committee shall administer the Plan as provided hereunder.




	 	7.2	 	Committee Action.




          The Committee shall act at meetings by affirmative vote of a majority of
the members of the Committee. Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a written consent to
the action is signed by all members of the Committee and such written consent
is filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant. The Chairman or any other member or members of
the Committee designated by the Chairman may execute any certificate or other
written direction on behalf of the Committee.




	 	7.3	 	Powers and Duties of the Committee.




          (a)       The Committee, on behalf of the Participants and their Beneficiaries,
shall enforce the Plan in accordance with its terms, shall be charged with the
general administration of the Plan, and shall have all powers necessary or
appropriate to accomplish its purposes, including, but not by way of
limitation, the following:



               (1)       To select the Funds in accordance with Section 3.2 hereof;



               (2)       To construe and interpret the terms and provisions of this Plan;



               (3)       To compute and certify to the amount and kind of benefits payable to
Participants and their Beneficiaries;



               (4)       To maintain all records that may be necessary for the administration
of the Plan;



               (5)       To provide for the disclosure of all information and the filing or
provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;



               (6)       To make and publish such rules for the regulation of the Plan and
procedures for the administration of the Plan as are not inconsistent with the
terms hereof;



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               (7)       To serve as Plan Administrator and appoint any agent, and to delegate
to them such powers and duties in connection with the administration of the
Plan as the Committee may from time to time prescribe; and



               (8)       To take all actions necessary for the administration of the Plan,
including determining whether to hold or discontinue any insurance policies
purchased under the Plan.




	 	7.4	 	Construction and Interpretation.




          The Committee shall have full discretion to construe and interpret the
terms and provisions of this Plan, which interpretations or construction shall
be final and binding on all parties, including but not limited to the Company
and any Participant or Beneficiary. The Committee shall administer such terms
and provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan.




	 	7.5	 	Information.




          To enable the Committee to perform its functions, the Company shall supply
full and timely information to the Committee on all matters relating to the
Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.




	 	7.6	 	Compensation, Expenses and Indemnity.




          (a)       The members of the Committee shall serve without compensation for
their services hereunder.



          (b)       The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of
the Plan shall be paid by the Company.



          (c)       To the extent permitted by applicable state law, the Company shall
indemnify and hold harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct. This indemnity
shall not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.




	 	7.7	 	Quarterly Statements.




          Under procedures established by the Committee, a Participant shall receive
a statement with respect to such Participant’s Accounts on a quarterly basis.



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	 	7.8	 	Disputes.




          (a)       Claim.



          A person who believes that he or she is being denied a benefit to which he
or she is entitled under this Plan (hereinafter referred to as “Claimant”)
must file a written request for such benefit with the Company, setting forth
his or her claim. The request must be addressed to the Vice President or Human
Resources of the Company at its then principal place of business.



          (b)       Claim Decision.



          Upon receipt of a claim, the Company shall advise the Claimant that a
reply will be forthcoming within ninety (90) days and shall, in fact, deliver
such reply within such period. The Company may, however, extend the reply
period for an additional ninety (90) days for special circumstances.



          If the claim is denied in whole or in part, the Company shall inform the
Claimant in writing, using language calculated to be understood by the
Claimant, setting forth: (A) the specified reason or reasons for such denial;
(B) the specific reference to pertinent provisions of this Plan on which such
denial is based; (C) a description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation of
why such material or such information is necessary; (D) appropriate information
as to the steps to be taken if the Claimant wishes to submit the claim for
review; and (E) the time limits for requesting a review under subsection (c).



          (c)       Request For Review.



          Within sixty (60) days after the receipt by the Claimant of the written
opinion described above, the Claimant may request in writing that the Committee
review the determination of the Company. Such request must be addressed to the
Secretary of the Company, at its then principal place of business. The
Claimant or his or her duly authorized representative may, but need not, review
the pertinent documents and submit issues and comments in writing for
consideration by the Committee. If the Claimant does not request a review
within such sixty (60) day period, he or she shall be barred and estopped from
challenging the Company’s determination.



          (d)       Review of Decision.



          Within sixty (60) days after the Committee’s receipt of a request for
review, after considering all materials presented by the Claimant, the
Committee will inform the Participant in writing, in a manner calculated to be
understood by the Claimant, the decision setting forth the specific reasons for
the decision containing specific references to the pertinent provisions of this
Plan on which the decision is based. If special circumstances require that
the sixty (60) day time period be extended, the Committee will so notify the
Claimant and will render the decision as soon as possible, but no later than
one hundred twenty (120) days after receipt of the request for review.



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ARTICLE VIII




MISCELLANEOUS





	 	8.1	 	Unsecured General Creditor.




          Participants and their Beneficiaries, heirs, successors, and assigns shall
have no legal or equitable rights, claims, or interest in any specific property
or assets of the Company. No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company’s assets shall be, and remain, the
general unpledged, unrestricted assets of the Company. The Company’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise of the Company to pay money in the future, and the rights of the
Participants and Beneficiaries shall be no greater than those of unsecured
general creditors. It is the intention of the Company that this Plan be an
unfunded plan for highly compensated or managerial employees for purposes of
the Code and for purposes of Title 1 of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).




	 	8.2	 	Restriction Against Assignment.




          The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation. No
part of a Participant’s Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant’s Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever. If any Participant, Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from
the Plan, voluntarily or involuntarily, such action shall be null and void.




	 	8.3	 	Withholding.




          There shall be deducted from each payment made under the Plan or any other
Compensation payable to the Participant (or Beneficiary) all taxes which are
required to be withheld by the Company in respect to such payment or this Plan.
The Company shall have the right to reduce any payment (or compensation) by
the amount of cash sufficient to provide the amount of said taxes.




	 	8.4	 	Amendment, Modification, Suspension or Termination.




          The Company may amend, modify, suspend or terminate the Plan in whole or
in part, except that no amendment, modification, suspension or termination
shall have any retroactive effect to reduce any amounts allocated to a
Participant’s Accounts. In the event that this Plan is terminated, the vested
amounts allocated to a Participant’s Accounts shall be distributed to the
Participant or, in the event of his or her death, his or her Beneficiary in a
lump sum within thirty (30) days following the date of termination.
Notwithstanding the foregoing, the



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Committee may adopt amendments to the Plan for the purposes of (i)
improving the administration of the Plan, (ii) clarifying any Plan terms, or
(iii) complying with the law.




	 	8.5	 	Governing Law.




          This Plan shall be construed, governed and administered in accordance with
the laws of the State of New York, except to the extent preempted by federal
law. Any action, suit or other legal proceeding arising under or relating to
any provision of this Plan shall be commenced only in a court of the State of
New York (or, if appropriate, a federal court located within New York), and the
Company hereby and, in electing to participate in the Plan the Participant,
consents to jurisdiction of such court. In electing to participate, the
Participant also irrevocably waives any right to a trial by jury in any action,
suit or other legal proceeding arising under or relating to any provision of
this Plan.




	 	8.6	 	Receipt or Release.




          Any payment to a Participant or the Participant’s Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.




	 	8.7	 	Payments on Behalf of Persons Under Incapacity.




          In the event that any amount becomes payable under the Plan to a person
who, in the sole judgment of the Committee, is considered by reason of physical
or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to such persons Guardian or
Conservator, or any person found by the Committee, in its sole judgment, to
have assumed the care of such person. Any payment made pursuant to such
determination shall constitute a full release and discharge of the Committee
and the Company.




	 	8.8	 	Limitation of Rights and Employment Relationship




          Neither the establishment of the Plan and Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant, or Beneficiary or
other person any legal or equitable right against the Company or the trustee of
the Trust except as provided in the Plan and Trust; and in no event shall the
terms of employment of any Employee or Participant be modified or in any way be
affected by the provisions of the Plan and Trust.




	 	8.9	 	Headings.




          Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.




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