EX-10.1






Exhibit 10.1




FERRELL COMPANIES, INC.

SUPPLEMENTAL SAVINGS PLAN




AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2009




TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 
	ARTICLE I	 	GENERAL
	 	 	1	 
	 	1.1	 	 	History, Purpose and Effective Date
	 	 	1	 
	 	1.2	 	 	Definitions
	 	 	1	 
	 	1.3	 	 	Source of Benefits
	 	 	1	 
	 	1.4	 	 	Notices
	 	 	1	 
	 	1.5	 	 	Applicable Law
	 	 	2	 
	 	1.6	 	 	Gender and Number
	 	 	2	 
	 	1.7	 	 	Action by Company
	 	 	2	 
	 	1.7	 	 	Severability
	 	 	2	 
	 	1.7	 	 	Nonassignment
	 	 	2	 
	ARTICLE II	 	DEFINITIONS
	 	 	3	 
	ARTICLE III	 	ELIGIBILITY AND PARTICIPATION
	 	 	7	 
	 	3.1	 	 	Eligibility
	 	 	7	 
	 	3.2	 	 	Participation
	 	 	7	 
	 	3.3	 	 	Plan Not Contract of Employment
	 	 	7	 
	ARTICLE IV	 	CONTRIBUTIONS
	 	 	8	 
	 	4.1	 	 	Deferral Election and Bonus Deferral Election Procedures
	 	 	8	 
	 	4.2	 	 	Company Contributions
	 	 	9	 
	 	4.3	 	 	Discretionary Contributions
	 	 	9	 
	ARTICLE V	 	ACCOUNTS AND ACCOUNTING
	 	 	10	 
	 	5.1	 	 	Accounts
	 	 	10	 
	 	5.2	 	 	Valuation of Accounts
	 	 	10	 
	 	5.3	 	 	Adjustment of Accounts for Earnings
	 	 	10	 
	ARTICLE VI	 	PAYMENT OF BENEFITS
	 	 	11	 
	 	6.1	 	 	Entitled to Benefit Payments
	 	 	11	 
	 	6.2	 	 	Payment of Benefits
	 	 	11	 
	 	6.3	 	 	Hardship Withdrawals
	 	 	11	 
	 	6.4	 	 	Specified Employees
	 	 	11	 
	 	6.5	 	 	Accelerated Distribution
	 	 	11	 
	 	6.6	 	 	Withholding for Tax Liability
	 	 	12	 
	 	6.7	 	 	Incapacity
	 	 	12	 
	ARTICLE VII	 	ADMINISTRATION
	 	 	13	 
	 	7.1	 	 	General
	 	 	13	 
	 	7.2	 	 	Administrative Rules
	 	 	13	 
	 	7.3	 	 	Duties
	 	 	13	 
	ARTICLE VIIICLAIMS PROCEDURE	 	 	14	 
	 	8.1	 	 	General
	 	 	14	 
	 	8.2	 	 	Denials
	 	 	14	 
	 	8.3	 	 	Notice
	 	 	14	 
	 	8.4	 	 	Appeals Procedure
	 	 	14	 
	 	8.5	 	 	Review
	 	 	14	 
	ARTICLE IX	 	MISCELLANEOUS PROVISIONS
	 	 	15	 
	 	9.1	 	 	Amendment
	 	 	15	 
	 	9.2	 	 	Termination
	 	 	15	 
	 	9.3	 	 	Successors and Assigns
	 	 	15	 






FERRELL COMPANIES, INC.

SUPPLEMENTAL SAVINGS PLAN

INTRODUCTION

ARTICLE I

GENERAL





	1.1	 	History, Purpose and Effective Date. Ferrell Companies, Inc. (the “Company”), has
heretofore established the Ferrell Companies, Inc. 401(k) Investment Plan (the “Savings Plan”)
for its eligible employees. The Company has also heretofore established this Ferrell
Companies, Inc. Supplemental Savings Plan (the “Plan”) to provide certain highly compensated
employees of the Company with the opportunity to defer the receipt of compensation and to
receive additional retirement income from the Company. The following provisions constitute an
amendment, restatement and continuation of the Plan as in effect immediately prior to January
1, 2009 (the “Effective Date”). The Plan is not intended to qualify under section 401(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), or to be subject to Part 2, 3 or 4
of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”). It is intended that the provisions of the Plan conform to the requirements of
section 409A of the Code and the Plan will be interpreted in all respects in accordance with
such requirements. The provisions of the Plan as set forth herein shall apply from and after
the Effective Date with respect to distributions commencing on or after the Effective Date.






	1.2	 	Definitions. Capitalized terms not otherwise defined in the Plan shall have the
meanings set forth in Article II, unless the context plainly requires a different meaning:






	1.3	 	Source of Benefits. The amount of any benefit payable under the Plan will be paid in
cash from the general assets of the Company. The Company’s obligation under the Plan shall be
reduced to the extent that any amounts due under the Plan are paid from one or more trusts,
the assets of which are subject to the claims of the general creditors of the Company;
provided, however, that nothing in this Plan shall require the Company to establish any trust
to provide benefits under the Plan. All amounts payable under the Plan shall be reflected on
the accounting records of the Company. No employee or other individual entitled to benefits
under the Plan shall have any right, title or interest whatsoever in any assets of the Company
or any of its affiliates or to any investment reserves, accounts or funds that the Company may
purchase, establish or accumulate to aid in providing the benefits under the Plan. Neither an
employee nor a beneficiary of an employee shall acquire any interest greater than that of an
unsecured creditor of the Company.






	1.4	 	Notices. Any notice or document required to be given to or filed with the Company,
the Administrator or the Committee shall be considered to be given or filed if mailed by
registered or certified mail, postage prepaid, to the Secretary of the Company, at the
Company’s principal executive offices. Each Participant and each beneficiary shall file with
the Administrator, from time to time, in writing, the post office address of the Participant,
the post office address of each of his Beneficiary, and each change of post office address.
Any communication, statement or notice addressed to the last post office address filed with
the Administrator (or if no such address was filed with the Administrator, then to the last
post office address of the Participant or Beneficiary as shown on the Company’s records) shall
be binding on the Participant and each Beneficiary for all purposes of the Plan, and neither
the Administrator nor the Company shall be obligated to search for or ascertain the
whereabouts of any Participant or Beneficiary.






	1.5	 	Applicable Law. The Plan shall be construed and administered in accordance with the
internal laws of the State of Missouri to the extent not superseded by the laws of the United
States of America..






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






	1.7	 	Action by Company. Any action required or permitted to be taken under the Plan by
the Company shall be by resolution of its board of directors or by a person or persons
authorized by its board of directors.






	1.8	 	Severability. If any provision of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions of the Plan,
but the Plan shall be construed and enforced as if such illegal or invalid provision had never
been included herein.






	1.9	 	Nonassignment. No Participant shall have the power to pledge, transfer, assign,
anticipate, mortgage or otherwise encumber or dispose of in advance any interest in amounts
payable hereunder or any of the payments provided for herein, nor shall any interest in
amounts payable hereunder or in any payments be subject to seizure for payment of any
Participant’s debts, judgments, alimony or separate maintenance, or be reached or transferred
by operation of law in the event of any Participant’s bankruptcy, insolvency or otherwise.





ARTICLE II





1






DEFINITIONS




Wherever used in the Plan, the following words and phrases shall have the meaning set forth below,
unless the context plainly requires a different meaning:




	 	(a)	 	“Account” means the hypothetical account established on behalf of the
Participant, as described in Section 5.1.






	 	(b)	 	“Administrator” means the person or persons described in Article VII.






	 	(c)	 	“Beneficiary” means the legal or natural person or persons to whom a
Participant’s benefits under the Plan are to be paid if the Participant dies before he
receives all of his benefits. A Participant shall designate the Beneficiary(ies)
(which can be designated successively or contingently) and the portion of the
Participant’s Vested Account Balance to be paid to each of them by filing a signed
beneficiary designation form with the Administrator. The beneficiary designation form
will be effective only when it is filed with the Administrator while the Participant is
alive and will cancel all beneficiary designation form filed earlier. If a deceased
Participant failed to designate a beneficiary as provided above, or if the designated
beneficiary of a deceased Participant died before him, his benefits shall be paid in
accordance with beneficiary designation form then on file for him under the Savings
Plan or, if there is no such beneficiary designation form on file (or if all
beneficiaries designated under the Savings Plan have died before the Participant), in
the following order of priority: (i) to the Participant’s surviving spouse; or if
none, (ii) to the Participant’s children, per stirpes; or if none, (iii) to the
Participant’s estate.






	 	(d)	 	“Board” means the governing body of the Company.






	 	(e)	 	“Bonus Compensation” means any incentive compensation payable under the
Company’s annual bonus plan.






	 	(f)	 	“Bonus Deferral Election” means an election filed by an eligible employee or
Participant pursuant to which the Participant elects to defer receipt of a specified
amount of his Bonus Compensation for a Fiscal Year and to have such amount contributed
to the Plan as a Deferral Contribution.






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






	 	(h)	 	“Committee” means the executive compensation committee of the Board, if any,
otherwise, the Board or its designee.






	 	(i)	 	“Company” means Ferrell Companies, Inc. and any successor thereto.






	 	(j)	 	“Compensation” means an eligible employee’s base salary, excluding expense
reimbursements, fringe benefits, non-cash amounts and any Bonus Compensation.






	 	(k)	 	“Deferral Contribution” means the amount contributed to the Plan on behalf of a
Participant pursuant to his Deferral Election and/or Bonus Deferral Election.






	 	(l)	 	“Deferral Election” means an election filed by an eligible employee or
Participant pursuant to which the Participant elects to defer receipt of a specified
amount of his Compensation for a Plan Year and to have such amount contributed to the
Plan as a Deferral Contribution.






	 	(m)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time.






	 	(n)	 	“Fiscal Year” means the Company’s fiscal year, which shall be the period
commencing on August 1 and ending on the following July 31.






	 	(o)	 	“Participant” means an eligible employee of the Company who is participating in
the Plan in accordance with Article III.






	 	(p)	 	“Plan” means the Ferrell Companies, Inc. Supplemental Savings Plan, as set
forth herein.






	 	(q)	 	“Plan Year” means the calendar year.






	 	(r)	 	“Savings Plan” means the Ferrell Companies, Inc. 401(k) Investment Plan.






	 	(s)	 	“Separation from Service” means a Participant’s termination of employment from
the Company and its affiliates which constitutes a “separation from service” within the
meaning of Code Section 409A or applicable guidance or regulations thereunder by
applying the default provisions thereof.






	 	(t)	 	“Specified Employee” shall be as defined in accordance with Section 409A and
applicable regulations thereunder.






	 	(u)	 	“Unforeseeable Emergency” means an unforeseeable, severe financial hardship to
a Participant resulting from:






	 	(i)	 	a sudden and unexpected illness or accident of the Participant
or his dependent (as defined in Code Section 152(a), without regard to Code
Sections 152(b)(1), (b)(2) and (d)(1)(B));






	 	(ii)	 	loss of the Participant’s property due to casualty (including
the need to rebuild a home following damage to the home not otherwise covered
by insurance); or






	 	(iii)	 	other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.






Neither the need to send a child to college nor the purchase of a home shall
constitute an Unforseeable Emergency. Whether a Participant has an Unforeseeable
Emergency shall be determined based on the relevant facts and circumstances of the
applicable situation but, in any case, a distribution shall not be considered to be
on account of an Unforeseeable Emergency to the extent that the emergency is or may
be relieved through reimbursement or compensation from insurance or otherwise or by
liquidation of the Participant’s assets (to the extent that the liquidation of such
assets would not cause severe financial hardship). Distributions on account of an
Unforeseeable Emergency shall be limited to the amount reasonably necessary to
satisfy the emergency need (including amounts necessary to pay any federal, state,
local or foreign income taxes or penalties reasonably anticipated to result from the
distribution).




	 	(v)	 	“Valuation Date” means the last business day of each calendar quarter, the date
as of which a Participant’s benefits under the Plan are to be determined and such other
dates as determined from time to time by the Administrator.






	 	(w)	 	“Vested Account Balance” means that portion, if any, of a Participant’s Account
that is vested, determined as follows: (i) the portion of a Participant’s Account
attributable to Deferral Contributions shall at all times be 100% vested, (ii) the
portion of a Participant’s Account attributable to Company Contributions shall be
vested as if such contributions were matching contributions that had been made under
the provisions of the Savings Plan, and (iii) the portion of a Participant’s Account
attributable to Discretionary Contributions shall be vested as determined by the
Committee and communicated to the Participant under procedures established by the
Administrator at the time such contributions are made. Notwithstanding any other
provision of the Plan to the contrary, if a Participant’s Separation from Service is
the result of termination “for cause,” no benefits shall be payable to the Participant
under the Plan and his Vested Account Balance shall be zero. A Participant shall be
deemed to have been terminated “for cause” if his Separation from Service occurs as a
result of the Participant’s fraud, misappropriation or embezzlement of funds or
property of the Company or any of its affiliates. The Committee shall determine
whether a Participant’s Separation from Service is “for cause.” Unless otherwise
determined by the Committee, the following vesting schedule shall apply to Company
Contributions and Discretionary Contributions:





	 	 	 	 	 
	Years of Service	 	Percentage Vested
	Less than 1

	 	 	O	%
	 

	 	 	 	 
	1 but less than 2

	 	 	20	%
	 

	 	 	 	 
	2 but less than 3

	 	 	40	%
	 

	 	 	 	 
	3 but less than 4

	 	 	60	%
	 

	 	 	 	 
	4 but less than 5

	 	 	80	%
	 

	 	 	 	 
	5 or more

	 	 	100	%
	 

	 	 	 	 






2




ARTICLE III

ELIGIBILITY AND PARTICIPATION





	3.1	 	Eligibility. The Committee shall designate from time to time those employees of the
Company who shall participate in the Plan for any Plan Year (or, with respect to deferrals of
Bonus Compensation, any Fiscal Year); provided, however, that such employees must be eligible
to make pre-tax contributions to the Savings Plan for the Plan Year or Fiscal Year, as
applicable, and must be members of a select group of management or highly compensated
employees, as such group is described in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.






	3.2	 	Participation. An eligible employee of the Company shall become a “Participant” in
the Plan on the first day of the first Plan Year (or, with respect to Bonus Compensation, the
Fiscal Year) following the date that he is first designated as an eligible employee by the
Committee and for which the Participant has in effect a Deferral Election or Bonus Deferral
Election, as applicable, or, if earlier, the date on which Discretionary Contributions are
credited to his Account under the Plan. The participation of any Participant may be suspended
or terminated by the Committee at any time, but no such suspension or termination shall become
effective prior to the first day of the next Plan Year (or, with respect to deferrals of Bonus
Compensation, the first day of the next Fiscal Year) or shall operate to reduce the balance in
the Participant’s Account as of the Valuation Date that preceded or coincides with the date of
such suspension or termination without such Participant’s consent. An employee shall cease to
be a Participant when he has a Separation from Service and the balance in his Account has been
distributed under the terms of the Plan.






	3.3	 	Plan Not Contract of Employment. The Plan does not constitute a contract of
employment, and nothing in the Plan will give any Participant either the right to be retained
in the employ of the Company or any of its affiliates, or any right or claim to any benefit
under the Plan, except to the extent specifically provided under the terms of the Plan.





ARTICLE IV





3






CONTRIBUTIONS





	4.1	 	Deferral Election and Bonus Deferral Election Procedures.






	 	(a)	 	Each eligible employee or Participant may file a Deferral Election for the
portion of the Participant’s Compensation (not to exceed 25 percent unless otherwise
provided by the Administrator) that shall be credited to his Account in accordance with
Article V for any Plan Year. Each eligible employee or Participant may file a Bonus
Deferral Election for the portion of the Participant’s Bonus Compensation (not to
exceed 25 percent unless otherwise provided by the Administrator) that shall be
credited to his Account in accordance with Article V for any Fiscal Year.






	 	(b)	 	A Deferral Election shall be properly completed, executed and delivered to the
Administrator prior to the first day of the Plan Year for which the Deferral Election
is to be effective and shall be irrevocable as of the December 31 of the year prior to
the Plan Year for which it is to be effective (or such earlier date specified by the
Administrator). No Deferral Elections for a Plan Year will be accepted after December
31 of the preceding Plan Year. No more than one Deferral Election may be entered into
with respect to a Plan Year.






	 	(c)	 	A Bonus Deferral Election shall be properly completed, executed and delivered
to the Administrator prior to the first day of the Fiscal Year for which the Bonus
Deferral Election is to be effective and shall be irrevocable as of the last day of the
Fiscal Year preceding the Fiscal Year for which it is to be effective (or such earlier
date specified by the Administrator). No Bonus Deferral Elections for a Fiscal Year
will be accepted after the last day of the preceding Fiscal Year. No more than one
Bonus Deferral Election may be entered into with respect to a Fiscal Year.






	 	(d)	 	Deferral Elections and Bonus Deferral Elections shall continue in effect for
all succeeding Plan Years or Fiscal Years, as applicable, unless modified or revoked in
accordance with the terms of the Plan; provided, however, that (i) once a Deferral
Election has become effective and irrevocable for a Plan Year, any modification or
revocation thereof shall not become effective until the first day of the first Plan
Year following the date of such modification or revocation except as otherwise
specifically provided in the Plan, and (ii) once a Bonus Deferral Election has become
effective and irrevocable for a Fiscal Year, any modification or revocation thereof
shall not become effective until the first day of the first Fiscal Year following the
date of such modification or revocation except as otherwise specifically provided in
the Plan.






	4.2	 	Company Contributions. Subject to such limitations as the Committee may from time to
time impose, if a Participant has filed (i) a Deferral Election under the Plan for a Plan Year
or (ii) a Bonus Deferral Election under the Plan for the Fiscal Year that ends with or within
a Plan Year, the, for such Plan Year, the Participant’s Account shall be credited with a
“Company Contribution” equal to:






	 	(a)	 	50% of the sum of the Participant’s salary deferrals under the Savings Plan for
such Plan Year plus the Participant’s Deferral Contributions for such Plan Year
(including Deferral Contributions attributable to the Participant’s Bonus Deferral
Election for the Fiscal Year that ends with or within such Plan Year) under the Plan
that, in the aggregate, do not exceed eight percent of the sum of the Participant’s
Compensation and Bonus Compensation for such Plan Year (with the Bonus Compensation
being equal to the Bonus Compensation payable to the Participant for the Fiscal Year
that ends with or within the Plan Year);






MINUS




	 	(b)	 	the amount of matching contributions made on the Participant’s behalf under the
Savings Plan for such Plan Year.






Notwithstanding the foregoing provisions of this Section 4.2, in no event will a Participant
be entitled to Company Contributions under the Plan for a Plan Year unless the Participant
has made the maximum permitted salary deferrals to the Savings Plan for such Plan Year.




	4.3	 	Discretionary Contributions. The Company, in its sole discretion, may cause the
Administrator to credit an additional amount (a “Discretionary Contribution”) to a
Participant’s Account for any Plan Year. Notwithstanding the foregoing, in no event shall a
Discretionary Contribution be an offset to or in lieu of any other payment or benefit to which
the Participant already has a legally binding right at the time of such contribution and, to
the extent that the Discretionary Contribution is to be made only if the Participant made
contributions to the Savings Plan, such contribution shall be made for a Plan Year only if the
Participant has made the maximum permitted salary deferrals to the Savings Plan for such Plan
Year.




4









ARTICLE V

ACCOUNTS AND ACCOUNTING





	5.1	 	Accounts. The Administrator shall establish and maintain one or more Accounts for
each Participant, consisting of Deferral Contributions, Company Contributions and
Discretionary Contributions made on behalf of the Participant in accordance with Article IV.
All amounts credited to a Participant’s Account shall be credited solely for purposes of
accounting and computation, and they shall remain assets of the Company subject to the claims
of the Company’s general creditors. A Participant shall have no interest in or right to such
Account at any time.






	5.2	 	Valuation of Accounts. The value of a Participant’s Account shall be determined as
of each Valuation Date by the Administrator in the following manner:






	 	(a)	 	first, adjust the Account balance for the applicable gains, losses,
earnings and expenses, in accordance with Section 5.3;






	 	(b)	 	then, the Participant’s Account shall be credited with the amount of
any Deferral Contributions to be credited in accordance with Section 4.1, the amount of
Company Contributions to be credited in accordance with Section 4.2 and the amount of
any Discretionary Contributions to be credited in accordance with Section 4.3, in each
case that have not previously been credited; and






	 	(c)	 	then, the Participant’s Account shall be charged with the amount of any
distributions under the Plan with respect to that Account that have not previously been
charged.






All allocations to, adjustments of and deductions from a Participant’s Account under this
Section 5.2 shall be deemed to have been made on the applicable Valuation Date, in the order
of priority set forth in this Section 5.2, even though actually determined at a later date.




	5.3	 	Adjustment of Accounts for Earnings. The amounts credited to a Participant’s Account
in accordance with Section 5.2 shall be adjusted as of each Valuation Date to reflect the
value of an investment equal to the Participant’s Account balance in one or more assumed
investments that the Committee offers from time to time, and which the Participant directs the
Committee to use for purposes of adjusting his Account. The Committee shall retain overriding
discretion over the selection of investment vehicles, and the Committee may change, alter or
modify its investment policy as it deems appropriate from time to time.





ARTICLE VI





5






PAYMENT OF BENEFITS





	6.1	 	Entitlement to Benefit Payments. Upon a Participant’s Separation from Service, the
Participant shall be entitled to payment of his Vested Account Balance, payable by the Company
in the form set forth in Section 6.2. Any portion of the Participant’s Account that is not
vested as of the date of his Separation from Service shall be forfeited and neither the
Participant nor any other person shall have any right thereto.






	6.2	 	Payment of Benefits. Subject to the terms and conditions of the Plan. payment of a
Participant’s Vested Account Balance shall be paid to him in a lump sum within ninety (90)
days following his Separation from Service. If the Participant’s Separation from Service
occurs on account of his death, payment of his Vested Account Balance shall be made to his
Beneficiary in a lump sum within ninety (90) days following the Participant’s death.
Notwithstanding the foregoing, payment of the Vested Account Balance of any person who was a
Participant in the Plan as of December 31, 2008 and who had incurred a Separation from Service
on or prior to December 31, 2008 shall be paid to such Participant in a lump sum in calendar
year 2009 and no later than March 31, 2009.






	6.3	 	Hardship Withdrawals. The Administrator may, pursuant to rules adopted by it and
applied in a uniform manner, accelerate the date of distribution of a Participant’s Vested
Account Balance because of an Unforeseeable Emergency at any time. Distributions on account
of an Unforeseeable Emergency shall be limited to the amount reasonably necessary to satisfy
the emergency need (including amounts necessary to pay any federal, state, local or foreign
income taxes or penalties reasonably anticipated to result from the distribution).
Distribution pursuant to this Section 6.3 of less than the Participant’s entire Vested Account
Balance shall be made pro rata from his assumed investments according to the balances in such
investments. Subject to the foregoing, payment of any amount with respect to which a
Participant has filed a request under this Section 6.3 shall be made in a lump sum as soon as
practicable (but in no event more than ninety (90) days) after approval of such request by the
Administrator.






	6.4	 	Specified Employees. If a Participant is a Specified Employee at the time of his
separation from service, payment of the Participant’s Vested Account Balance shall be made on
the earlier of (a) on the later of (i) the date otherwise scheduled for such payment or (ii)
the first day of the seventh month following such separation from service or (b) the date of
the Participant’s death. Any payment under this Section 6.4 shall be made as soon as
practicable after the date specified but in no later than ninety (90) days after such date.






	6.5	 	Accelerated Distribution. If the Plan fails to meet the requirements of Code Section
409A with respect to any Participant, the Participant will receive a distribution equal to the
amount required to be included in income as a result of the failure but in no event greater
than his Vested Account Balance.






	6.6	 	Withholding for Tax Liability. The Company may withhold or cause to be withheld from
any payment of benefits made pursuant to the Plan or any Deferral Contributions to be credited
under the Plan any taxes required to be withheld with regard to such payment or contribution.
Notwithstanding the foregoing, withholding of Deferral Contributions under the Plan shall be
limited to (a) the amount required to pay the tax imposed by the Federal Insurance
Contributions Act (“FICA”) under sections 3101, 3121(a) and 3121(v) on compensation deferred
under the Plan (the “FICA Amount”), and (b) income tax imposed under section 3401 or the
corresponding withholding provisions of applicable state, local or foreign tax laws as a
result of the payment of the FICA Amount and to pay the additional income tax attributable to
the pyramiding of wages under section 3401 and taxes. Notwithstanding the foregoing, the
total amount of withholding pursuant to the preceding sentence shall not exceed the aggregate
FICA Amount and the income tax withholding related to such FICA Amount.






	6.7	 	Incapacity. If any person to whom a benefit is payable under the Plan is an infant,
or if the Administrator determines that any person to whom such benefit is payable is
incompetent by reason of physical or mental disability, the Administrator may cause the
payments becoming due to such person to be made to another for his benefit. Payments made
pursuant to this Section 6.7 shall, as to such payment, operate as a complete discharge of the
Plan, the Company, the Committee and the Administrator.





ARTICLE VII





6






ADMINISTRATION





	7.1	 	General. The Administrator shall be the Committee, or such other person or persons
as designated by the Board. Except as otherwise specifically provided in the Plan, the
Administrator shall be responsible for the administration of the Plan. The Administrator
shall be the “named fiduciary,” within the meaning of Section 402(c)(2) of ERISA.






	7.2	 	Administrative Rules. The Administrator may adopt such rules of procedure as it
deems desirable for the conduct of its affairs, except to the extent that such rules conflict
with the provisions of the Plan.






	7.3	 	Duties. The Administrator shall have the following rights, powers and duties:






	 	(a)	 	The decision of the Administrator in matters within its jurisdiction shall be
final, binding and conclusive upon each Participant and upon any other person affected
by such decision, subject to the claims procedure hereinafter set forth.






	 	(b)	 	The Administrator shall have the duty and authority to conclusively interpret
and construe the provisions of the Plan; to decide any question which may arise
regarding the rights of employees, Participants and beneficiaries, and the amounts of
their respective interests; to adopt such rules and to exercise such powers as the
Administrator may deem necessary for the administration of the Plan; and to exercise
any other rights, powers or privileges granted to the Administrator by the terms of the
Plan.






	 	(c)	 	The Administrator shall maintain full and complete records of its decisions.
Its records shall contain all relevant data pertaining to the Participants and their
rights and duties under the Plan. The Administrator shall have the duty to maintain
Account records of all Participants.






	 	(d)	 	The Administrator shall cause the principal provisions of the Plan to be
communicated to the Participants, and a copy of the Plan and other documents shall be
available at the principal office of the Company for inspection by the Participants at
reasonable times determined by the Administrator.






	 	(e)	 	The Administrator shall periodically report to the Committee with respect to
the status of the Plan.





ARTICLE VIII





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CLAIMS PROCEDURE





	8.1	 	General. Any claim for benefits under the Plan shall be filed with the Administrator
by a Participant or beneficiary (a “claimant”) on the form prescribed for such purpose by the
Administrator.






	8.2	 	Denials. If a claim for benefits under the Plan is wholly or partially denied,
notice of the decision shall be furnished to the claimant by the Administrator within a
reasonable period of time after receipt of the claim by the Administrator (but in no event
more than ninety (90) days thereafter).






	8.3	 	Notice. Any claimant who is denied a claim for benefits shall be furnished written
notice setting forth:






	 	(a)	 	The specific reason or reasons for the denial;






	 	(b)	 	Specific reference to the pertinent provision of the Plan upon which the denial
is based;






	 	(c)	 	A description of any additional material or information necessary for the
claimant to perfect the claim; and






	 	(d)	 	An explanation of the claim review procedure under the Plan.






	8.4	 	Appeals Procedure. In order that a claimant may appeal a denial of a claim, the
claimant or the claimant’s duly authorized representative may:






	 	(a)	 	Request a review by written application to the Administrator, or its designee,
no latex than sixty (60) days after receipt by the claimant of written notification of
denial of a claim;






	 	(b)	 	Review pertinent documents; and






	 	(c)	 	Submit issues and comments in writing.






	8.5	 	Review. A decision on review of a denied claim shall be made not later than sixty
(60) days after receipt of a request for review, unless special circumstances require an
extension of time for processing, in which case a decision shall be rendered within a
reasonable period of time, but not later than one hundred and twenty (120) days after receipt
of a request for review. The decision on review shall be in writing and shall include the
specific reasons for the decision and specific references to the pertinent provisions of the
Plan on which the decision is based.





ARTICLE IX





8






MISCELLANEOUS PROVISIONS





	9.1	 	Amendment. The Company reserves the right to amend the Plan, in any manner that it
deems advisable, by a resolution of the Board. No amendment shall, without a Participant’s
consent, adversely affect the amount of that Participant’s Vested Account Balance at the time
the amendment becomes effective or the right of that Participant to receive a distribution of
his Vested Account Balance.






	9.2	 	Termination. The Company reserves the right to terminate the Plan at any time. No
termination shall, without a Participant’s consent, adversely affect the amount of that
Participant’s Vested Account Balance prior to the termination or the right of that Participant
to receive a distribution of his Vested Account Balance. No termination of the Plan shall
result in an acceleration of distribution of a Participant’s benefits under the Plan except to
the extent permitted under Code Section 409A.






	9.3	 	Successors and Assigns. The provisions of the Plan are binding upon and inure to the
benefit of the Company and its successors and assigns, and to each Participant and his
beneficiaries, heirs, legal representatives and assigns.






9