EX-10.17






Exhibit 10.17




ITT EXCESS SAVINGS PLAN




As Amended and Restated as of December 31, 2008




 









 





INTRODUCTION



The ITT Excess Savings Plan (the “Plan”) was effective as of January 1, 1987. The purpose of the
Plan was to provide a means of restoring the contributions lost under the ITT Investment and
Savings Plan for Salaried Employees due to the application of the limitations imposed on qualified
plans by Section 415 of the Internal Revenue Code.



As of January 1, 1989, the Plan was amended to provide (i) a means for restoring, for an employee
participating in the ITT Investment and Savings Plan for Salaried Employees (the “Savings Plan”),
the matching and other employer contributions lost under said Plan due to the application of the
limitations imposed on qualified plans by Section 401(a)(17) and Section 402(g)(1) of the Internal
Revenue Code (the “Code”) and (ii) a means of providing such employees with an opportunity to defer
a portion of their salary in accordance with the terms of said Plan as hereinafter set forth.



As of January 1, 1995, the Plan was further amended to provide a means of restoring, for an
employee participating in the ITT Investment and Savings Plan for Salaried Employees, matching and
other employer contributions lost due to the deferral of base compensation under another
nonqualified deferred compensation program. As of December 19, 1995, the Plan was renamed and
continued as the ITT Industries Excess Savings Plan.



As of January 1, 1996, the Plan was further amended to solely provide to individuals who are
designated as Eligible Employees under the Plan on and after January 1, 1996, a means to restore
the contributions lost under the Savings Plan due to the application of the limitations imposed by
Sections 415 and 401(a)(17) of the Code and providing such employees with an opportunity to defer a
portion of their base salary and to transfer any liabilities not attributable to such benefits to
the ITT Industries Deferred Compensation Plan. The Plan was further amended, effective as of (i)
January 1, 1997, to provide additional optional forms of distributions and to revise the
participation requirements, (ii) July 1, 1997, to revise the eligibility requirements to permit an
Eligible Employee to participate in his first year of employment, and (iii) September 1, 1997, to
further expand the distribution options available under the Plan.



In July, 2004, the Plan was amended and restated to make certain changes regarding the effect of an
Acceleration Event and to unify the definition of Acceleration Event with other employee benefit
plans of ITT Industries, and to make certain other technical amendments.





 









 








Page 2



Effective as of July 1, 2006, the Plan name was revised to the ITT Excess Savings Plan. Effective
as of January 1, 2008, the Plan was amended to make certain administrative changes.



Effective as of December 31, 2008, the Plan was amended and restated to comply with the provisions
of Section 409A of the Code and the regulations promulgated thereunder.



All benefits payable under this Plan, which is intended to constitute both an unfunded excess
benefit plan under Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), and a nonqualified, unfunded deferred compensation plan for a select group of
management employees under Title I of ERISA, shall be paid out of the general assets of the
Corporation. The Corporation may establish and fund a trust in order to aid it in providing
benefits due under the Plan.




 









 





ITT




EXCESS SAVINGS PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I — DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II — PARTICIPATION
	 	 	5	 
	 
	 	 	 	 
	2.01 Eligibility
	 	 	5	 
	2.02 Participation and Filing Requirements
	 	 	6	 
	2.03 Termination of Participation
	 	 	8	 
	 
	 	 	 	 
	ARTICLE III — EXCESS SAVINGS PLAN CONTRIBUTIONS
	 	 	9	 
	 
	 	 	 	 
	3.01 Amount of Contributions
	 	 	9	 
	3.02 Investment of Accounts
	 	 	10	 
	3.03 Vesting of Accounts
	 	 	11	 
	3.04 Individual Accounts
	 	 	11	 
	3.05 Valuation of Accounts
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IV — PAYMENT OF CONTRIBUTIONS
	 	 	13	 
	 
	 	 	 	 
	4.01 Commencement of Payment
	 	 	13	 
	4.02 Method of Payment
	 	 	13	 
	4.03 Payment upon the Occurrence of a Change in Control
	 	 	13	 
	 
	 	 	 	 
	ARTICLE V — GENERAL PROVISIONS
	 	 	14	 
	 
	 	 	 	 
	5.01 Funding
	 	 	14	 
	5.02 No Contract of Employment
	 	 	14	 
	5.03 Unsecured Interest
	 	 	14	 
	5.04 Facility of Payment
	 	 	14	 
	5.05 Withholding Taxes
	 	 	15	 
	5.06 Nonalienation
	 	 	15	 
	5.07 Transfers
	 	 	15	 
	5.08 Claims Procedure
	 	 	16	 
	5.09 Compliance
	 	 	17	 
	5.10 Acceleration of or Delay in Payments
	 	 	18	 
	5.11 Construction
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI — AMENDMENT OR TERMINATION
	 	 	19	 
	 
	 	 	 	 
	6.01 Right to Terminate
	 	 	19	 
	6.02 Right to Amend
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII — ADMINISTRATION
	 	 	20	 






 









 





ITT EXCESS SAVINGS PLAN




ARTICLE I — DEFINITIONS





	1.01	 	“Acceleration Event” shall mean “Acceleration Event” as that term is defined under the
provisions of the Plan as in effect on October 3, 2004.
	 
	1.02	 	“Accounts” shall mean the Deferral Account, the Floor Contribution Account and the Matching
Contribution Account.
	 
	1.03	 	“Associated Company” shall mean any division, unit, subsidiary, or affiliate of the
Corporation not participating in the Savings Plan.
	 
	1.04	 	“Beneficiary” shall mean the person or persons designated pursuant to the provisions of the
Savings Plan to receive benefits under said Savings Plan after a Member’s death.
	 
	1.05	 	“Change of Control” shall mean “Change of Control” as such term is defined in ITT Excess
Pension Plan IIA, as amended from time to time.
	 
	1.06	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.07	 	“Committee” shall mean the Plan Committee under the Savings Plan.
	 
	1.08	 	“Company” shall mean the Corporation with respect to its employees or any Participating
Corporation or Participating Division (as such terms are defined in the Savings Plan)
authorized to participate in the Plan by the Corporation, with respect to each of its
employees.
	 
	1.09	 	“Corporation” shall mean ITT Corporation, an Indiana corporation, (formerly known as ITT
Industries, Inc.) or any successor by merger, purchase or otherwise.
	 
	1.10	 	“Deferral Account” shall mean the bookkeeping account (or subaccount(s)) maintained for each
Member to record the amounts credited on his behalf under Section 3.01(a) and earnings on
those amounts pursuant to Section 3.02.




 









 











Page 2





	1.11	 	“Effective Date” shall mean January 1, 1987.
	 
	1.12	 	“Eligible Employee” shall mean an Employee of the Company who is eligible to participate in
the Plan as provided in Section 2.01.
	 
	1.13	 	“Employee” shall have the meaning set forth in the Savings Plan.
	 
	1.14	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time.
	 
	1.15	 	“Excess Matching Contributions” shall mean the amount of contributions credited on a Member’s
behalf under Section 3.01(b).
	 
	1.16	 	“Excess Floor Contributions” shall mean the amount of contributions credited on a Member’s
behalf under Section 3.01(c).
	 
	1.17	 	“Floor Contribution Account” shall mean the bookkeeping account (or subaccount(s)) maintained
for each Member to record all amounts credited on his behalf under Section 3.01(c) and
earnings on those amounts pursuant to Section 3.02.
	 
	1.18	 	“Matching Company Contribution” shall have the meaning set forth in the Savings Plan.
	 
	1.19	 	“Matching Contribution Account” shall mean the bookkeeping account (or subaccount(s))
maintained for each Member to record all amounts credited on his behalf under Section 3.01(b)
and earnings on those amounts pursuant to Section 3.02.
	 
	1.20	 	“Member” shall mean each Eligible Employee who participates in the Plan pursuant to Article
II.
	 
	1.21	 	“Plan” shall mean this ITT Excess Savings Plan (formerly known as the ITT Industries Excess
Savings Plan).
	 
	1.22	 	“Plan Year” shall mean the calendar year.




 









 











Page 3





	1.23	 	“Reporting Date” shall mean each business day on which the New York Stock Exchange is open
for business, or such other day as the Committee may determine.
	 
	1.24	 	“Retirement” shall mean the Termination of Employment by a Member after the date the Member
is eligible for an early, normal or postponed retirement allowance under the ITT Salaried
Retirement Plan (formerly known as the ITT Industries Salaried Retirement Plan), or would have
been eligible had he been a participant in such Plan.
	 
	1.25	 	“Salary” shall mean an Eligible Employee’s “Salary” as such term is defined in the Savings
Plan disregarding any reduction required due to the application of the Statutory Compensation
Limitation. Salary shall be determined before any reduction pursuant to an Eligible
Employee’s election to make Salary Deferrals under this Plan, but after reduction for
deferrals under any other nonqualified deferred compensation program maintained by the
Company.
	 
	1.26	 	“Salary Deferrals” shall mean the amount of Salary a Member has elected to defer for a Plan
Year pursuant to a Salary Reduction Agreement in accordance with the provisions of Section
3.01(a).
	 
	1.27	 	“Salary Reduction Agreement” shall mean the completed agreement including any amendments,
attachments and appendices thereto, in such form as approved by the Committee, entered into by
the Member pursuant to Section 2.02 under which he elects (i) to defer a portion of his Salary
under this Plan in accordance with the provisions of Section 3.01(a).
	 
	1.28	 	“Savings” shall have the meaning set forth in the Savings Plan.
	 
	1.29	 	“Savings Plan” shall mean the ITT Salaried Investment and Savings Plan (formerly known as the
ITT Industries Investment and Savings Plan for Salaried Employees), as amended from time to
time.
	 
	1.30	 	“Statutory Compensation Limitation” shall mean the limitations set forth in Section
401(a)(17) of the Code as in effect each calendar year for the Savings Plan.




 









 











Page 4





	1.31	 	“Termination of Employment” shall mean “Termination of Employment” as such term is defined in
the ITT Excess Pension Plan IIA, as amended from time to time.




 









 







Page 5




ARTICLE II — PARTICIPATION





	2.01	 	Eligibility






	 	(a)	(i)	 	 An Employee shall be an Eligible Employee for any particular Plan Year if
(A) the Employee is eligible to participate in the Savings Plan during that particular
Plan Year and (B) the Employee’s Salary as of the last day of the immediately preceding
calendar year exceeds the Statutory Compensation Limitation in effect for that
particular Plan Year.






	 	 	 	Notwithstanding the foregoing, an Employee whose Salary as of the last day of
the calendar year preceding a particular Plan Year does not exceed the Statutory
Compensation Limitation in effect for that particular Plan Year shall be an
Eligible Employee with respect to that particular Plan Year, provided the
Employee (A) was an Eligible Employee in the prior Plan Year and had salary
reduction contributions credited to his or her Deferral Account in that prior
Plan Year, (B) is eligible to participate in the Savings Plan during the
particular Plan Year, and (C) his Salary for that particular Plan Year exceeds
the Statutory Compensation Limitation in effect for that particular Plan Year.
	 
	 	(ii)	 	In the case of an Employee who is employed or reemployed by the
Company after the first day of a Plan Year and whose Salary in effect on his
employment (or reemployment) date exceeds the Statutory Compensation Limitation
in effect for that year, subject to the provisions of clause (iii) below, such
Employee shall be an Eligible Employee with respect to that Plan Year, provided
(i) such Plan Year is his initial year of eligibility in the Plan or any other
similar Plan maintained by the Corporation or an Associated Company which is
required to be aggregated with this Plan pursuant to the provisions of Treasury
Regs. Section 1.409A-1(c)(2), (ii) such Eligible Employee is eligible to
participate in the Savings Plan and (iii) such Eligible Employee’s Salary for the
portion of that Plan Year during which he is eligible to participate in the
Savings Plan will exceed the Statutory Compensation Limitation.




 









 











Page 6





	 	(iii)	 	Notwithstanding the foregoing, an Eligible Employee shall be
eligible to have Salary Deferrals credited on his behalf pursuant to Section
3.01(a) with respect to a particular Plan Year if, and only if, the Eligible
Employee’s Savings under the Savings Plan for that Plan Year have been suspended
due to the Statutory Compensation Limitations. An Eligible Employee shall be
notified of his eligibility for participation in the Plan prior to the date the
Eligible Employee may first commence participation in the Plan.






	 	(b)	 	Upon reemployment by the Company, an Employee shall become an Eligible Employee
again only upon completing the eligibility requirement described in Section 2.01(a) in
a calendar year ending after his reemployment date.






	2.02	 	Participation and Filing Requirements






	 	(a)	(i)	 	Subject to the following provisions of this Section, any Eligible Employee
who has met the eligibility requirements of Section 2.01(a)(i) in a Plan Year and who
wishes to have Salary Deferrals credited to his Deferral Account in that Plan Year
must, prior to the beginning of that Plan Year and before the close of the annual
enrollment period established by the Committee, execute a Salary Reduction Agreement
with respect to such Plan Year authorizing Salary Deferrals under this Plan in
accordance with the provisions of Section 3.01(a). Such Eligible Employee’s Salary
Reduction Agreement for a Plan Year shall become irrevocable on the date established by
the Committee, but not later than the last day of the calendar year preceding the Plan
Year in which such Salary is earned. Such Salary Reduction Agreement shall become
effective as of the first day of the Plan Year in which the Salary is earned. An
Eligible Employee may revoke or change the election on his Salary Reduction Agreement
with respect to a particular Plan Year at any time prior to the date the Salary
Reduction Agreement applicable to that Plan Year becomes irrevocable.






	 	(ii)	 	Notwithstanding the foregoing, any Employee who becomes an Eligible
Employee with respect to his first year of employment (or reemployment) pursuant
to the provisions of Section 2.01(a)(ii), and who wishes to have Salary
Deferrals credited to his Deferral Account in that Plan Year must, prior to the
close of the 30-day period following (i) the date of his employment or
reemployment, whichever is applicable,




 









 











Page 7





	 		 	or (ii) , if later,
the date he first becomes eligible to participate in the Savings Plan (or such
earlier date as determined by the Committee), execute a Salary Reduction
Agreement with respect to such Plan Year authorizing Salary Deferrals under this
Plan in accordance with the provisions of Section 3.01(a). Such Eligible
Executive’s Salary Reduction Agreement shall become irrevocable as of the close
of said 30-day period. The determination of whether an Eligible Employee may
file the Salary Reduction Agreement under this clause (ii) with respect to the
Plan Year in which he is employed (or reemployed) shall be determined in
accordance with the rules of Code Section 409A, including the provisions of
Treasury Regs. Section 1.409A-2(a)(7). The Salary Reduction Agreement
applicable to that Plan Year shall be effective only with respect to Salary
earned and payable after the date of the Committee’s receipt of said Salary
Reduction Agreement.






	 	(b)	 	The election made by an Eligible Employee pursuant to his Salary Reduction
Agreement shall remain in effect for subsequent Plan Years, provided the Member is an
Eligible Employee during such subsequent Plan Year and, with respect to Salary
Deferrals made pursuant to Section 3.01(a), the Eligible Employee’s Savings under the
Savings Plan for such Plan Year have been suspended due to the Statutory Compensation
Limitations. A Salary Reduction Agreement may be modified or revoked prospectively by
an Eligible Employee in accordance with the provisions of Section 2.01(a)(i) prior to
the date established by the Committee, but not later than the last day of the calendar
year preceding the Plan Year for which such modification or revocation is to be
effective. Notwithstanding the foregoing, if a Member’s Salary Deferral Agreement is
cancelled in accordance with Section 2.02(c), the Member will be required to file a new
Salary Deferral Agreement under this Section 2.02 in order to commence making Salary
Deferrals for any subsequent Plan Year.
	 
	 	(c)	 	Notwithstanding the foregoing, if a Member receives a hardship withdrawal of
elective deferrals from the Savings Plan or any other plan which is maintained by the
Company or an Associated Company and which meets the requirements of Section 401(k) of
the Code (or any successor thereof), the Member’s
Salary Reduction Agreement in effect
at that time shall be cancelled. Any Salary payment which would have been deferred
pursuant to that





 









 





Page 8





	 	 	 	Salary Reduction Agreement, but for the application of this Section 2.02(c), shall be paid to
the Member as if he had not entered into the Salary Reduction Agreement.
	 
	 	(d)	 	An Eligible Employee shall become a Member when contributions are credited on
his behalf pursuant to Article 3.






	2.03	 	Termination of Participation






	 	(a)	 	A Member’s participation in the Plan shall terminate when the vested values of
the Member’s Accounts under the Plan are totally distributed to, or on behalf of, the
Member.
	 
	 	(b)	 	Subject to the provisions of Section 3.01(e), a Member shall only be eligible
to have Salary Deferrals credited on his behalf in accordance with Section 3.01(a) for
as long as he remains an Eligible Employee.
	 
	 	(c)	 	Upon reemployment by the Company, a former Member shall become a Member again
only upon completing, subsequent to his reemployment, the eligibility and participation
requirements of Section 2.01 and 2.02, respectively.




 









 











Page 9




ARTICLE III — EXCESS SAVINGS PLAN CONTRIBUTIONS





	3.01	 	Amount of Contributions
	 
	 	 	For any Plan Year, the amount of contributions credited under the Plan on behalf of a Member
pursuant to this Article 3 shall be equal to the sum of the Salary Deferrals, Excess
Matching Contributions and Excess Floor Contributions determined under (a), (b) and (c)
below:






	 	(a)	 	Salary Deferrals
	 
	 	 	 	The amount of Salary Deferrals for each Plan Year shall be equal to the designated
percentage of Salary elected by the Member in his Salary Reduction Agreement, provided
that the allocation under the Plan and the reduction in the Eligible Employee’s Salary
corresponding to such election shall be made only with respect to Salary that is
otherwise earned and payable to such Member during the Plan Year in excess of the
Statutory Compensation Limitation.
	 
	 	 	 	Unless otherwise permitted by the Committee, the designated percentage elected by the
Member in his Salary Reduction Agreement for a Plan Year must be a uniform percentage,
equal to either zero (0%) percent or six (6%) percent, of his Salary. The total
Salary Deferral amount elected for a Plan Year shall reduce the Member’s Salary earned
and otherwise payable in that Plan Year, and shall not be applied against any amount
deferred under any other nonqualified plan maintained by the Company.
	 
	 	(b)	 	Excess Matching Contributions
	 
	 	 	 	The amount of Excess Matching Contributions for each Plan Year shall be equal to fifty
(50%) percent of the Salary Deferrals by the Member for such Plan Year, and shall be
credited to the Member’s Matching Contribution Account at the same time as the Salary
Deferrals to which they relate.
	 
	 	(c)	 	Excess Floor Contributions
	 
	 	 	 	With respect to each Plan Year in which Salary Deferrals are made on a Member’s behalf
pursuant to paragraph (a) above, Excess Floor Contributions shall be credited on
behalf of the Member equal to the result of (i) minus (ii) as follows:




 









 











Page 10





	 	(i)	 	an amount equal to one half of one percent of the Member’s Salary
for the Plan Year, minus
	 
	 	(ii)	 	the amount of Floor Company Contribution (as that term is defined
under the Savings Plan) made by the Company on behalf of the Member under the
Savings Plan for such Plan Year and allocated to the Member’s account under the
Savings Plan in such Plan Year.






	 	(d)	 	The contributions credited on a Member’s behalf pursuant to paragraphs (a), (b)
and (c) above shall be credited to a Member’s Accounts at the same time as they would
have been credited to his accounts under the Savings Plan if not for the application of
the Statutory Compensation Limitations.
	 
	 	(e)	 	Notwithstanding any provisions of the Plan to the contrary, if a Member ceases
to be an Eligible Employee after the date a Salary Deferral Agreement for a Plan Year
becomes effective but continues to be employed by the Company or an Associated Company,
he shall continue to be a Member and his Salary Reduction Agreement for such Plan Year
shall remain in effect for the remainder of such Plan Year, and if he is eligible to
participate in the Savings Plan for the remainder of such Plan Year, Excess Floor and
Excess Matching Contributions, if applicable, shall be made for that Plan Year.
However, such Member shall not be eligible to defer any Salary earned in a subsequent
year until such time as he once again becomes an Eligible Employee.






	3.02	 	Investment of Accounts
	 
	 	 	A Member shall have no choice or election with respect to the investments of his Accounts.
As of each Reporting Date, there shall be credited or debited an amount of earnings or
losses on the balance of the Member’s Accounts as of such Reporting Date which would have
been credited had the Member’s Accounts been invested in the Stable Value Fund maintained
under the Savings Plan.




 









 











Page 11





	3.03	 	Vesting of Accounts






	 	(a)	 	The Member shall be fully vested in the Salary Deferrals and Excess Floor
Contributions (and earnings thereon) made on his behalf under Section 3.01(a) and (c)
respectively. The Member shall vest in the Excess Matching Contributions made on his
behalf under Section 3.01(b) (and earnings thereon) at the same rate and under the same
conditions at which such contributions would have vested under the Savings Plan had
they been contributed thereunder.
	 
	 	 	 	In the event the Member incurs Termination of Employment prior to
vesting in all or any part of the Excess Matching Contributions credited on his
behalf, such contributions and earnings thereon shall be forfeited and shall not
be restored in the event the Member is subsequently reemployed by the Company or
an Associated Company.
	 
	 	(b)	 	Notwithstanding any provision of this Plan to the contrary, in the event of an
Acceleration Event, each Member who is employed by the Company or an Associated Company
as of the consummation of the Acceleration Event shall become fully vested in the
Excess Matching Contributions made on his behalf under Section 3.01(b) (and earnings
thereon).






	3.04	 	Individual Accounts






	 	(a)	 	The Committee shall maintain, or cause to be maintained, on the book of the
Corporation records showing the individual balances of each Member’s Accounts (or
subaccounts). At least once a year, each Member shall be furnished with a statement
setting forth the value of his Accounts.
	 
	 	(b)	 	Accounts established under this Plan shall be hypothetical in nature and shall
be maintained for bookkeeping purposes only so that hypothetical earnings or losses on
the amounts credited on a Member’s behalf under this Plan can be credited or debited,
as the case may be.




 









 











Page 12





	3.05	 	Valuation of Accounts






	 	(a)	 	The Committee shall value or cause to be valued each Member’s Accounts at least
quarterly. On each Reporting Date there shall be allocated to the Accounts of each
Member the appropriate amount determined in accordance with Section 3.02.
	 
	 	(b)	 	Whenever an event requires a determination of the value of a Member’s Accounts,
the value shall be computed as of the Reporting Date immediately preceding the date of
the event, except as otherwise specified in this Plan.




 









 











Page 13




ARTICLE IV — PAYMENT OF CONTRIBUTIONS





	4.01	 	Commencement of Payment






	 	(a)	 	Except as otherwise provided below, a Member shall be entitled to receive
payment of his Deferral Account and his Floor Contribution Account and the vested
portion of his Matching Contribution Account as determined under Section 3.03 upon his
Termination of Employment with the Company and all Associated Companies for any reason,
other than death. The distribution of such Accounts shall be made in the seventh month
following the date the Member’s Termination of Employment occurs.
	 
	 	(b)	 	In the event of the death of a Member prior to the full payment of his
Accounts, the unpaid portion of his Accounts shall be paid to his Beneficiary in the
month following the month in which the Member’s date of death occurs.






	4.02	 	Method of Payment
	 
	 	 	With respect to a Member who incurs a Termination of Employment on or after January 1, 2008,
payment of such Member’s Deferral Account and his Floor Contribution Account and the vested
portion of his Matching Contribution Account shall be made in a single lump sum payment.
	 
	4.03	 	Payment upon the Occurrence of a Change in Control
	 
	 	 	Upon the occurrence of a Change in Control, all Members shall automatically receive the
balance of their Deferral Account and Floor Contribution Account and the vested portion of
their Matching Contribution Account in a single lump sum payment. Such lump sum payment
shall be made within 90 days of the date the Change in Control occurs. If the Member dies
after such Change in Control, but before receiving such payment, it shall be made to his
Beneficiary.




 









 











Page 14




ARTICLE V — GENERAL PROVISIONS





	5.01	 	Funding
	 
	 	 	All amounts payable in accordance with this Plan shall constitute a general unsecured
obligation of the Corporation. Such amounts, as well as any administrative costs relating
to the Plan, shall be paid out of the general assets of the Corporation.
	 
	5.02	 	No Contract of Employment
	 
	 	 	The Plan is not a contract of employment and the terms of employment of any Member shall not
be affected in any way by this Plan or related instruments, except as specifically provided
therein. The establishment of the Plan shall not be construed as conferring any legal
rights upon any person for a continuation of employment, nor shall it interfere with the
rights of the Company or an Associated Company to discharge any person and to treat him
without regard to the effect which such treatment might have upon him under this Plan. Each
Member and all persons who may have or claim any right by reason of his participation shall
be bound by the terms of this Plan and all agreements entered into pursuant thereto.
	 
	5.03	 	Unsecured Interest
	 
	 	 	Neither the Corporation nor the Board of Directors nor the Committee in any way guarantees
the performance of the investment fund designated under Section 3.02. No special or
separate fund shall be established, and no segregation of assets shall be made, to assure
the payments thereunder. No Member hereunder shall have any right, title, or interest
whatsoever in any specific assets of the Corporation. Nothing contained in this Plan and no
action taken pursuant to its provisions shall create or be construed to create a trust of
any kind or a fiduciary relationship between the Corporation and a Member or any other
person. To the extent that any person acquires a right to receive payments under this Plan,
such right shall be no greater than the right of any unsecured creditor of the Corporation.
	 
	5.04	 	Facility of Payment
	 
	 	 	In the event that the Committee shall find that a Member is unable to care for his affairs
because of illness or accident or is a minor or has died, the Committee may direct that any
benefit payment due him, unless claim shall have been made therefore by a duly appointed
legal representative, be paid on his behalf to his spouse, a child, a parent or other blood
relative, or to a





 









 










Page 15





	 	 	person with whom
he resides, and any such payment so made shall thereby be a complete discharge of the
liabilities of the Corporation and the Plan for that payment.
	 
	5.05	 	Withholding Taxes
	 
	 	 	The Company or an Associated Company shall have the right to deduct from each payment to be
made under the Plan any required withholding taxes.
	 
	5.06	 	Nonalienation
	 
	 	 	Subject to any applicable law, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void, nor shall any such benefit be in any manner liable for or
subject to garnishment, attachment, execution or levy, or liable for or subject to the
debts, contracts, liabilities, engagements or torts of a person entitled to such benefits.
	 
	5.07	 	Transfers






	 	(a)	 	In the event the Corporation (i) sells, causes the sale of, or sold the stock
or assets of any employing company in the controlled group of the Corporation to a
third party or (ii) distributes or distributed to the holders of shares of the
Corporation’s common stock all of the outstanding shares of common stock of a
subsidiary or subsidiaries of the Corporation, and, as a result of such sale or
distribution, such company or its employees are no longer eligible to participate
hereunder, the liabilities with respect to the benefits accrued under this Plan for a
Member who, as a result of such sale or distribution, is no longer eligible to
participate in this Plan, shall, at the discretion and direction of the Corporation
(and approval by the new employer), be transferred to a similar plan of such new
employer and become a liability thereunder. Upon such transfer (and acceptance
thereof) the liabilities for such transferred benefits shall become the obligation of
the new employer and the liability under this Plan for such benefits shall cease.
	 
	 	(b)	 	Notwithstanding any Plan provision to the contrary, at the discretion and
direction of the Corporation, liabilities with respect to benefits accrued by a Member
under a plan maintained by such Member’s former employer may be transferred to this
Plan and upon such transfer become the obligation of the Corporation.




 









 











Page 16





	5.08	 	Claims Procedure






	 	(a)	 	Submission of Claims
	 
	 	 	 	Claims for benefits under the Plan shall be submitted in writing to the Committee or
to an individual designated by the Committee for this purpose.
	 
	 	(b)	 	Denial of Claim
	 
	 	 	 	If any claim for benefits is wholly or partially denied, the claimant shall be given
written notice within 90 days following the date on which the claim is filed, which
notice shall set forth






	 	(i)	 	the specific reason or reasons for the denial;
	 
	 	(ii)	 	specific reference to pertinent Plan provisions on which the denial
is based;
	 
	 	(iii)	 	a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
	 
	 	(iv)	 	an explanation of the Plan’s claim review procedure, including.
information as to the steps to be taken if the claimant wishes to submit the
claim for review and the time limits for requesting a review.






	 	 	 	If special circumstances require an extension of time for processing the claim,
written notice of an extension shall be furnished to the claimant prior to the end of
the initial period of 90 days following the date on which the claim is filed. Such an
extension may not exceed a period of 90 days beyond the end of said initial period.
	 
	 	 	 	If the claim has not been granted and written notice of the denial of the claim is not
furnished within 90 days following the date on which the claim is filed, the claim
shall be deemed denied for the purpose of proceeding to the claim review procedure.




 









 











Page 17





	 	(c)	 	Claim Review Procedure
	 
	 	 	 	The claimant or his authorized representative shall have 60 days after receipt of
written notification of denial of a claim to request a review of the denial by making
written request to the Committee, and may review pertinent documents and submit issues
and comments in writing within such 60-day period.
	 
	 	 	 	Not later than 60 days after receipt of the request for review, the Committee (or the
committee designated by the Company to hear such appeals, the “Appeals Committee)
shall render and furnish to the claimant a written decision, which shall include
specific reasons for the decision and shall make specific references to pertinent Plan
provisions on which it is based. If special circumstances require an extension of
time for processing, the decision shall be rendered as soon as possible, but not later
than 120 days after receipt of the request for review, provided that written notice
and explanation of the delay are given to the claimant prior to commencement of the
extension. Such decision by the Appeals Committee shall not be subject to further
review. If a decision on review is not furnished to a claimant within the specified
time period, the claim shall be deemed to have been denied on review.
	 
	 	(d)	 	Exhaustion of Remedy
	 
	 	 	 	No claimant shall institute any action or proceeding in any state or federal court of
law or equity or before any administrative tribunal or arbitrator for a claim for
benefits under the Plan until the claimant has first exhausted the procedures set
forth in this section.






	5.09	 	Compliance






	 	 	 	The Plan is intended to comply with the requirements of Code Section 409A and the provisions
hereof shall be interpreted in a manner that satisfies the requirements of Code Section 409A
and the regulations thereunder, and the Plan shall be operated accordingly. If any
provision of the Plan would otherwise frustrate or conflict with this intent, the provision
will be interpreted and deemed amended so as to avoid this conflict. The Plan has been
administered in good faith compliance with Section 409A and the guidance issued thereunder
from January 1, 2005 through December 31, 2008.




 









 











Page 18





	5.10	 	Acceleration of or Delay in Payments
	 
	 	 	The Committee, in its sole and absolute discretion, may elect to
accelerate the time or form of payment of a benefit owed to the
Member hereunder, provided such acceleration is permitted under
Treas. Regs. Section 1.409A-3(j)(4). The Committee may also, in its
sole and absolute discretion, delay the time for payment of a benefit
owed to the Member hereunder, to the extent permitted under Treas.
Regs. Section 1.409A-2(b)(7).
	 
	5.11	 	Construction






	 	(a)	 	The Plan is intended to constitute an unfunded deferred compensation
arrangement maintained for a select group of management or highly compensated employees
within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and all
rights under this Plan shall be governed by ERISA. Subject to the preceding sentence,
the Plan shall be construed, regulated and administered in accordance with the laws of
the State of New York, to the extent such laws are not superseded by applicable federal
laws.
	 
	 	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate.
	 
	 	(c)	 	The illegality of any particular provision of this document shall not affect
the other provisions and the document shall be construed in all respects as if such
invalid provision were omitted.
	 
	 	(d)	 	The headings and subheadings in the Plan have been inserted for convenience of
reference only and are to be ignored in any construction of the provisions thereof.




 









 







Page 19




ARTICLE VI — AMENDMENT OR TERMINATION





	6.01	 	Right to Terminate
	 
	 	 	Notwithstanding any Plan provision to the contrary, the Corporation may, by action of the
Board of Directors, terminate this Plan and the related Deferral Agreements at any time. To
the extent consistent with the rules relating to Plan terminations and liquidation in
Treasury Regulations Section 1.409A-3(j)(4)(ix) or otherwise consistent with Code Section
409A, the Corporation may provide that each Member or Beneficiary shall receive a single sum
payment in cash equal to the balance of the Member’s Accounts. The single sum payment shall
be made within 90 days following the date the Plan is terminated and shall be in lieu of any
other benefit which may be payable to the Member or Beneficiary under this Plan. Unless so
distributed, in the event of a Plan termination, the Corporation shall continue to maintain
the Deferral Account, the Floor Contribution Account and the Matching Contribution Account
until distributed pursuant to the terms of the Plan.
	 
	6.02	 	Right to Amend
	 
	 	 	The Board of Directors or its delegate may amend or modify this Plan and the related
Deferral Agreements in any way either retroactively or prospectively. However, except that
without the consent of the Member or Beneficiary, if applicable, no amendment or
modification shall reduce or diminish such person’s right to receive any benefit accrued
hereunder prior to the date of such amendment or modification, and after the occurrence of
an Acceleration Event, no modification or amendment shall be made to Sections 3.03(b) and
4.03.




 









 







Page 20




ARTICLE VII — ADMINISTRATION





	7.01	 	Administration






	 	(a)	 	The Committee shall have the exclusive responsibility and complete
discretionary authority to control the operation, management and administration of the
Plan, with all powers necessary to enable it properly to carry out such
responsibilities, including, but not limited to, the power to interpret the Plan and
any related documents, to establish procedures for making any elections called for
under the Plan, to make factual determinations regarding any and all matters arising
hereunder, including, but not limited to, the right to determine eligibility for
benefits, the right to construe the terms of the Plan, the right to remedy possible
ambiguities, inequities, inconsistencies or omissions, and the right to resolve all
interpretive, equitable or other questions arising under the Plan. The decisions of
the Committee on all matters shall be final, binding and conclusive on all persons to
the extent permitted by law.
	 
	 	(b)	 	To the extent permitted by law, all agents and representatives of the Committee
shall be indemnified by the Corporation and held harmless against any claims and the
expenses of defending against such claims, resulting from any action or conduct
relating to the administration of the Plan, except claims arising from gross
negligence, willful neglect or willful misconduct.