EXHIBIT 10.4


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


TENNANT
COMPANY


EXECUTIVE
NONQUALIFIED


DEFERRED
COMPENSATION PLAN


(as restated effective January 1,
2003)


 


 

















 


TABLE
OF CONTENTS


 


	
  ARTICLE
  I.  PURPOSE & DESCRIPTION OF PLAN

  	
   

  	
   

  
	
  Section
  1.1.  Purpose

  	
   

  	
   

  
	
  Section 1.2.  Description of Plan

  	
   

  	
   

  
	
  ARTICLE
  2.  DEFINITIONS, GENDER, AND NUMBER

  	
   

  	
   

  
	
  Section 2.1.  Definitions

  	
   

  	
   

  
	
  Section 2.2.  Gender and Number

  	
   

  	
   

  
	
  ARTICLE 3.  PARTICIPATION

  	
   

  	
   

  
	
  Section 3.1.  Who May Participate

  	
   

  	
   

  
	
  Section
  3.2.  Time and Conditions of
  Participation

  	
   

  	
   

  
	
  Section 3.3.  Notification

  	
   

  	
   

  
	
  Section
  3.4.  Termination and Suspension of
  Participation

  	
   

  	
   

  
	
  Section 3.5.  Missing Persons

  	
   

  	
   

  
	
  Section
  3.6.  Relationship to Other Plans

  	
   

  	
   

  
	
  ARTICLE
  4.  ESTABLISHMENT OF AND ENTRIES TO
  ACCOUNTS

  	
   

  	
   

  
	
  Section
  4.1.  Establishment of Accounts

  	
   

  	
   

  
	
  Section
  4.2.  Compensation Reduction
  Contributions

  	
   

  	
   

  
	
  Section 4.3.
  Discretionary Contributions

  	
   

  	
   

  
	
  Section
  4.4.  Supplemental Profit Sharing Plan
  Contributions

  	
   

  	
   

  
	
  Section 4.6.  Crediting Rate

  	
   

  	
   

  
	
  ARTICLE 5.  VESTING IN ACCOUNTS

  	
   

  	
   

  
	
  ARTICLE 6.  DISTRIBUTION OF ACCOUNTS

  	
   

  	
   

  
	
  Section 6.1.  Benefit Commencement

  	
   

  	
   

  
	
  Section
  6.2.  Form of Benefit Payment

  	
   

  	
   

  
	
  Section 6.3.  Death Benefits

  	
   

  	
   

  
	
  Section
  6.4.  Acceleration of Distributions

  	
   

  	
   

  
	
  Section 6.5.  Withdrawals

  	
   

  	
   

  
	
  Section
  6.6.  Distributions on Plan
  Termination

  	
   

  	
   

  
	
  ARTICLE
  7.  PENSION PLAN SUPPLEMENTAL BENEFIT

  	
   

  	
   

  
	
  Section
  7.1.  Eligibility to Receive a
  Supplemental Pension Plan Benefit

  	
   

  	
   

  
	
  Section
  7.2.  Amount of Supplemental Pension
  Plan Benefit

  	
   

  	
   

  
	
  Section
  7.3.  Meaning of Certain Terms

  	
   

  	
   

  
	
  ARTICLE 8.  FUNDING

  	
   

  	
   

  
	
  Section 8.1.  Source of Benefits

  	
   

  	
   

  
	
  Section
  8.2.  No Claim on Specific Assets

  	
   

  	
   

  
	
  ARTICLE
  9.  ADMINISTRATION AND FINANCES

  	
   

  	
   

  
	
  Section 9.1.  Administration

  	
   

  	
   

  
	
  Section
  9.2.  Powers of Plan Administrator

  	
   

  	
   

  
	
  Section
  9.3.  Actions of the Plan
  Administrator

  	
   

  	
   

  
	
  Section
  9.4.  Delegation

  	
   

  	
   

  
	
  Section 9.5.  Reports and Records

  	
   

  	
   

  
	
  Section
  9.6.  Valuation of Accounts and
  Account Statements

  	
   

  	
   

  
	
  Section 9.7.  Claims Procedure

  	
   

  	
   

  
	
  ARTICLE
  10.  AMENDMENTS AND TERMINATION

  	
   

  	
   

  
	
  Section 10.1.  Amendments

  	
   

  	
   

  
	
  Section 10.2.  Termination

  	
   

  	
   

  



 


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  ARTICLE 11.  MISCELLANEOUS

  	
   

  	
   

  
	
  Section
  11.1.  No Guarantee of Employment

  	
   

  	
   

  
	
  Section
  11.2.  Release

  	
   

  	
   

  
	
  Section
  11.3.  Notices

  	
   

  	
   

  
	
  Section 11.4.  Nonalienation

  	
   

  	
   

  
	
  Section 11.5.  Tax Liability

  	
   

  	
   

  
	
  Section
  11.6.  Captions

  	
   

  	
   

  
	
  Section 11.7.  Binding Agreement

  	
   

  	
   

  
	
  Section
  11.8.  Invalidity of Certain
  Provisions

  	
   

  	
   

  
	
  Section 11.9.  No Other Agreements

  	
   

  	
   

  
	
  Section 11.10.  Incapacity

  	
   

  	
   

  
	
  Section 11.11.  Counterparts

  	
   

  	
   

  
	
  Section
  11.12.  Participating Affiliates

  	
   

  	
   

  
	
  Section 11.13.  Applicable Law

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
   

  



 


ii

















 


TENNANT
COMPANY


EXECUTIVE
NONQUALIFIED


DEFERRED
COMPENSATION PLAN


(as restated
effective January 1, 2003)


 


 


             The
Tennant Company. (the “Company”) previously adopted two nonqualified deferred
compensation plans for the benefit of certain of the Company’s executive
employees.  These plans are the Tennant
Company Deferred Compensation Plan (the “Deferred Compensation Plan”) and the
Tennant Company Excess Benefit Plan (the “Excess Benefit Plan”).  The Company hereby merges the Excess Benefit
Plan into the Deferred Compensation Plan, effective January 1, 2003, and
completely restates the Deferred Compensation Plan, as set forth herein.  As part of this restatement, the Deferred
Compensation Plan is hereby renamed the Tennant Company Executive Nonqualified
Deferred Compensation Plan (the “Plan).


 


Except as otherwise specifically provided
herein, this restatement shall apply to Eligible Employees who terminate their
employment with all Affiliates on or after January 1, 2003.  The provisions of the Deferred Compensation
Plan and the Excess Plan, as in effect prior to this restatement, shall apply
to Eligible Employees who terminate employment prior to such date.


 


ARTICLE I.  PURPOSE
& DESCRIPTION OF PLAN


 


             Section 1.1. 
Purpose.  The purpose
of the Plan is to provide Eligible Employees with benefits that supplement
those provided under certain of the tax-qualified plans maintained by the
Company.  More specifically, the Plan is
intended to permit Eligible Employees to defer a portion of their compensation
on a pre-tax basis, and to provide certain other benefits on a nonqualified
plan basis that are not otherwise provided under the tax-qualified plans as a
result of the application of certain legal limitations on contributions,
benefits and includible compensation, and as a result of the deferral of
compensation under the Plan.


 


             Section 1.2.  Description of Plan.  The Plan is intended to be (and shall be
construed and administered as) an employee benefit pension plan under the
provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as
amended, which is unfunded and maintained primarily for the purpose of
providing deferred compensation for Eligible Employees who constitute a select
group of management or highly-compensated employees, as described in
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  The Plan is not intended to be
qualified under Internal Revenue Code Section 401(a), as amended.


 


             The
obligation of the Company to make payments under the Plan constitutes an
unsecured (but legally enforceable) promise of the Company to make such
payments and no person, including any Participant or Beneficiary under the
Plan, shall have any lien, prior claim or other security interest in any
property of the Company as a result of the Plan.


 


 


ARTICLE II.  DEFINITIONS,
GENDER, AND NUMBER


 


                Section 2.1.  Definitions.  Whenever used in the Plan, the following
words and phrases will have the meanings set forth below unless the context
plainly requires a different meaning, and when a defined meaning is intended,
the term is capitalized.


 


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(a)                          “Account”
means the device used to measure and determine the amount of deferred
compensation to be paid to a Participant or Beneficiary under the Plan, other
than pursuant to Article 7.  A
Participant shall have the opportunity to maintain two Accounts under the Plan,
Account A, and  Account B.  In addition, for those employees who
participated in the Deferred Compensation Plan prior to the Restatement Date,
the Company shall maintain a third Account, Account C.  The Accounts are described in Section 4.1


 


(b)                         “Affiliate”
means any corporation which is a member of a controlled group of corporations
(as defined in Section 414(b) of the Code) which includes the Company; any
trade or business (whether or not incorporated) which is under common control
(as defined in Section 414(c) of the Code) with the Company; any organization
(whether or not incorporated) which is a member of an affiliated service group
(as defined in Section 414(m) of the Code) and which includes the Company; and
any other entity required to be aggregated with the Company pursuant to
regulations under Section 414(o) of the Code.


 


(c)                          “Base
Compensation” of a Participant for any Plan Year means the total annual
base salary paid by the Company to such individual for such Plan Year; but
excluding any other remuneration paid by the Company, such as overtime, severance
pay, Incentive Compensation, stock options, distributions of compensation
previously deferred, restricted stock, allowances for expenses (including
moving, travel expenses, and automobile allowances), and fringe benefits
whether payable in cash or in a form other than cash.  In the case of an individual who is a participant in a plan
sponsored by the Company which is described in Section 401(k), 125 or 132(f) of
the Code, the term Base Compensation shall include any amount which would be
included in the definition of Base Compensation but for the individual’s
election to reduce his or her compensation and have the amount of the reduction
contributed to or used to purchase benefits under such plan.


 


(d)                         “Bonus”
means the bonus that may be payable to an Eligible Employee from time to time
under the Company’s Short Term Incentive Plan.


 


(e)                          “Change in
Control” shall have the same meaning as in the Tennant Company 1999 Stock
Incentive Plan.


 


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


 


(g)                         “Committee” means the Company’s Retirement Committee, or any
successor committee appointed by the Board of Directors to perform
substantially similar functions.


 


(h)                         “Company” means the Tennant Company, a Minnesota corporation, and
its successors and assigns, by merger, purchase or otherwise.


 


(i)                             “Compensation” means the Participant’s Base Compensation, Bonuses
and Long Term Incentive Compensation.


 


(j)                             “Compensation
Reduction Contribution” means a contribution to the Plan made by a
Participant pursuant to a Deferral Election Agreement which the Participant
enters into with the Company. 
Compensation Reduction Contributions shall be made according to the
terms of the Plan set forth in Section 4.2.


 


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(k)                          “Deferred Compensation Plan” means the Tennant Company Deferred
Compensation Plan, as in effect prior to this restatement.


 


(l)                             “Deferral
Election Agreement” means the agreement described in Section 4.2 in which
the Participant designates the amount of his or her Compensation, if any, that
he or she wishes to contribute to the Plan, the proportion in which such
contribution is to be allocated between his or her Account A and Account B
under the Plan, and acknowledges and agrees to the terms of the Plan.


 


(m)                       “Eligible Employee” means any key employee of an Affiliate as
designated by the Committee who is a member of a select group of management or
highly compensated employees of the Affiliate, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


(n)                         “Enrollment
Period” means the period during each Plan Year designated by the Plan
Administrator during which a Deferral Election Agreement may be entered into
with respect to Compensation otherwise payable to the Participant in the
future.  In the case of the
Participant’s Base Compensation, this period may end no later than December 31st
of the Plan Year immediately prior to the Plan Year in which the Compensation
to be deferred would otherwise be paid to the Participant.  In the case of the Participant’s Bonus, this
period may end no later than twelve (12) months prior to the end of the
Company’s fiscal year for which the Bonus is earned.  In the case of the Participant’s Long Term Incentive
Compensation, this period may end no later than twelve (12) months prior to the
date on which the Long Term Incentive Compensation vests.


 


(o)                         “Entry Date”
means the first day of any month.


 


(p)                         “Excess Benefit Plan” means the “Tennant Company Excess Benefit
Plan,” as in effect prior to this restatement.


 


(q)                         “Highly-Compensated Employee” has the same meaning as in the
Profit Sharing Plan.


 


(r)                            “Incentive Compensation” means the compensation that may be
payable to an Eligible Employee from time to time under the Company’s Short Term Incentive
Plan, Long Term Incentive Plan or any other
plan or program of the Company that provides compensation in the nature of a
bonus or incentive compensation.


 


(s)                          “Long Term Incentive Compensation” means the compensation that
may be payable to an Eligible Employee from time to time under the Company’s
Long Term Incentive Plan.


 


(t)                            “Participant” means an Eligible Employee who accrues benefits
under the Plan.   Any employee
entitled to receive a benefit under Section 4.4 or Article 7 of the Plan shall automatically
be considered a Participant with respect to such benefit, whether or not he or
she is then an Eligible Employee, provided
that except with respect to a benefit provided solely as a result of the
Section 415 Limit, such employee is a


 


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member of a select group of management or highly
compensated employees of an Affiliate, within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.


 


(u)                         “Pension Plan” means the “Tennant Company Pension Plan,” as may
be amended from time to time.


 


(v)                         “Plan Administrator” means the Committee.


 


(w)                       “Plan Year” means the 12-month period commencing January 1 and
ending the following December 31.


 


(x)                           “Profit Sharing Plan” means the “Tennant Company Profit Sharing
Plan and Employee Stock Ownership Plan,” as may be amended from time to time.


 


(y)                         “Qualified Plans” means the Profit Sharing Plan and the Pension
Plan.


 


(z)                           “Restatement Date” means January 1, 2003.


 


(aa)                    “Section
401(a)(17) Limit” means the limit on the dollar amount of compensation that
may be taken into account under the Qualified Plans under Section 401(a)(17) of
the Code.


 


(bb)                  “Section
401(k) Limit” means the limit on pre-tax contributions that may be made by
a Highly-Compensated Employee under a plan described in Code Section 401(k) as
a result of the application of the nondiscrimination tests under Section
401(k)(3).


 


(cc)                    “Section
401(m) Limit” means the limit on matching contributions that may be made on
behalf of a Highly-Compensated Employee under a plan described in Code Section
401(m) as a result of the application of the nondiscrimination tests under
Section 401(m)(2) and (3).


 


(dd)                  “Section
402(g) Limit” means the limit on the amount of compensation that may be
deferred by an individual on a pre-tax basis under an arrangement described in
Section 401(k) of the Code.


 


(ee)                    “Section
415 Limit” means the limit on benefits for defined benefit pension plans
and the limit on allocations for defined contribution plans which are imposed
by Sections 415(b) and 415(c) of the Code.


 


Section 2.2.  Gender and Number.  Except as otherwise indicated by context,
masculine terminology used herein also includes the feminine and neuter, and
terms used in the singular may also include the plural.


 


 


ARTICLE 3. 
PARTICIPATION


 


                Section 3.1.  Who May Participate.


 


(a)                                  Except as set
forth in Section 3.1(b), participation in the Plan is limited to Eligible
Employees.  The Committee shall have
sole discretion to determine whether an employee is an Eligible Employee.  The


 


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Committee may make such projections or estimates as it deems desirable
in applying the eligibility requirements, and its determination shall be
conclusive.


 


(b)                                 Employees
entitled to receive a benefit under Section 4.4 or Article 7 shall be
Participants with respect to such benefits whether or not they are then
Eligible Employees; provided that except
with respect to a benefit provided solely as a result of the Section 415 Limit,
such employee is a member of a select group of management or highly compensated
employees of an Affiliate, within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.


 


                Section 3.2.  Time and Conditions of Participation.  An individual shall become a Participant
only upon his or her compliance with such terms and conditions as the Committee
may from time to time establish for the implementation of the Plan, including
but not limited to, any condition the Committee may deem necessary or
appropriate for the Company to meet its obligations under the Plan.


 


                Section 3.3.  Notification. 
The Plan Administrator shall notify in writing each employee whom the
Committee has determined in its discretion to be an Eligible Employee and
explain the rights, privileges and duties of a Participant in the Plan.  The Plan Administrator shall provide each
Eligible Employee with a Deferral Election Agreement so that the Eligible
Employee may notify the Plan Administrator of his or her intent to make such
contributions.


 


                Section 3.4.  Termination and Suspension of
Participation.  Once an
individual has become a Participant in the Plan, participation shall continue
until the first to occur of:  (a)
payment in full of all benefits to which the Participant or his or her
Beneficiary is entitled under the Plan; or (b) the occurrence of the event
specified in Section 3.5, Article 5, or Section 7.2 which results in loss of
benefits.  However, in the event that it
is determined that a Participant will fail to meet the eligibility requirements
for participation with respect to a Plan Year, or a portion thereof, as
determined by the Committee in its sole discretion, the Participant’s active
participation in the Plan will be suspended during such Plan Year or portion
thereof and no contributions shall be made by or on behalf of such Participant
during such period.


 


                Section 3.5.  Missing Persons. 
If the Company is unable to locate the Participant or his or her
Beneficiary for purposes of making a distribution, the amount of a
Participant’s benefits under the Plan that would otherwise be considered as
nonforfeitable shall be forfeited effective four (4) years after:  (a) the last date a payment of said benefit
was made, if at least one such payment was made; or (b) the first date a
payment of said benefit was directed to be made by the Company pursuant to the
terms of the Plan, if no payments have been made.  If such person is located after the date of such forfeiture, the
benefits for such Participant or Beneficiary shall not be reinstated hereunder.


 


                Section 3.6.  Relationship to Other Plans.  Participation in the Plan shall not preclude
participation of the Participant in any other fringe benefit program or plan
sponsored by the Company for which such Participant would otherwise be
eligible.  The terms of such other plan
or plans shall govern in determining the extent to which the Participant’s
Compensation and Plan benefits are considered in determining eligibility for,
and the amount of, the benefit provided under such other program or plan.


 


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ARTICLE 4. 
ESTABLISHMENT OF AND ENTRIES TO ACCOUNTS


 


                Section 4.1.  Establishment of Accounts  The Company shall establish two (2) Accounts
for each Participant.  The two Accounts
shall be termed “Account A” and “Account B.”  
In addition, for employees who participated in the Deferred Compensation
Plan prior to the Restatement Date, the Company shall establish a third
Account, Account C.  The Accounts shall
consist of the amounts described in paragraphs (a), (b) and (c) below,
respectively.


 


(a)                              Account A.  Account A shall consist of:  (i) all Compensation Reduction Contributions
made to the Plan on or after the Restatement Date that the Participant elects
to have allocated to Account A pursuant to a Deferral Election Agreement; (ii)
all contributions made by the Company to the Plan on behalf of the Participant
pursuant to Section 4.3 or 4.4; and (iii) all gains and losses credited
pursuant to Section 4.5 to the amounts described in (i) and (ii) of this
paragraph (a).


 


(b)                               Account B.  Account B shall consist of all Compensation
Reduction Contributions made to the Plan on or after the Restatement Date that
the Participant elects to have allocated to Account B and all gains and losses
credited thereon pursuant to Section 4.5.


 


(c)                                  Account C.  Account C shall consist of all Compensation
Reduction Contributions made to the Deferred Compensation Plan prior to January
1, 2003, together with interest thereon until the Restatement Date (pursuant to
the terms of the Plan in effect prior to the Restatement Date), and all gains
and losses credited thereon pursuant to Section 4.5 from and after the
Restatement Date.


 


                Section 4.2.  Compensation Reduction Contributions.  Each Eligible Employee may make Compensation
Reduction Contributions to the Plan for a Plan Year according to the rules set
forth in this Section 4.2.


 


                An Eligible Employee wishing to
make a Compensation Reduction Contribution under the Plan for a Plan Year shall
enter into a Deferral Election Agreement during the Enrollment Period for the
Plan Year.  In order to be effective,
the Deferral Election Agreement must be completed and submitted to the Plan
Administrator at the time and in the manner specified by the Plan
Administrator, which may be no later than the last day of the Enrollment
Period.


 


                Notwithstanding anything in the
preceding paragraph to the contrary, for the Plan Year in which an individual
first becomes an Eligible Employee, he or she may enter into a Deferral
Election Agreement effective as of the next succeeding Entry Date after he or
she becomes an Eligible Employee.  In
order to be effective, the Deferral Election Agreement must be completed and
submitted to the Plan Administrator on or before such Entry Date.  If an Eligible Employee fails to complete a
Deferral Election Agreement at such time, he or she may enter into a Deferral
Election Agreement during any succeeding Enrollment Period in accordance with
the rules described in the preceding paragraph.


 


                The Deferral Election Agreement
shall specify the amount of Compensation the Participant wishes to have
deducted from his or her pay and contributed to the Plan by type and
percentage, subject to the following rules:


 


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(a)                                  Base Compensation.  Each Participant may elect to
make a Compensation Reduction Contribution under the Plan for a Plan Year in an
amount equal to any whole percentage (up to twenty-five percent (25%)) of his
or her Base Compensation payable in such Plan Year, determined on a pay period
basis.


 


(c)                                  Bonus.  Each Participant may elect to make a
Compensation Reduction Contribution under the Plan for a Plan Year in an amount
equal to any whole percentage (up to one hundred percent (100%)) of the Bonus
he or she will earn for such Plan Year.


 


(c)                                  Long Term
Incentive Compensation. 
Each Participant may elect to make a Compensation Reduction Contribution
under the Plan for a Plan Year in an amount equal to any whole percentage (up
to one hundred percent (100%)) of his or her Long-term Incentive Compensation
that will vest in such Plan Year.


 


                A Participant shall specify in
his or her Deferral Election Agreement the proportions, as a percentage, in
which his or her Compensation Reduction Contributions are to be allocated
between his or her Account A and Account B. 
A Participant may elect to allocate any percentage (from 0% to 100%) for
this purpose.  At the time a Participant
first elects to allocate a percentage of his or her Contribution Reduction
Contributions to an Account (other than Account C), the Participant shall, as
part of his or her Deferral Election Agreement, elect the manner of
distribution of the Account in accordance with Section 6.2, and with respect to
his or her Account B, the date on which distribution will commence pursuant to
Section 6.1.


 


                A Participant may suspend his or
her Compensation Reduction Contributions to the Plan as of the first day of any
pay period by giving at least fifteen (15) days’ prior written notice to the
Plan Administrator.  Any such suspension
shall be irrevocable for the balance of the Plan Year in which made and for the
immediately succeeding Plan Year.


 


                Notwithstanding anything in this
Section 4.2 to the contrary, in all events a Participant’s remaining
Compensation, after all Compensation Reduction Contributions, must be
sufficient to enable the Company to withhold from the Participant’s pay:  (a) any amounts necessary to satisfy
withholding requirements under applicable tax law; and (b) the amount of any
contributions which the Participant may be required to make or may have elected
to make under the Company’s various benefit plans.


 


Section
4.3. Discretionary
Contributions.  The
Company may from time to time, in its discretion, make contributions to the
Plan on behalf of one or more Participants in addition to those specified in
Sections 4.2 and 4.4, below.  The
Committee shall determine, in its discretion, the Participants, if any,
entitled to such a contribution and the amount of each such contribution.  A contribution on behalf of a Participant
pursuant to this Section 4.3 shall be credited to the Account A of the
Participant at the time specified by the Committee in its discretion.


 


Section
4.4.  Supplemental Profit Sharing Plan
Contributions.  Each
Plan Year, the Account A of each Participant who is also a participant in the
Profit Sharing Plan shall be credited with an amount equal to the amount in (a)
less the amount in (b), below:


 


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(a)                                      The aggregate
Profit Sharing Contributions and Matching Contribution that would have been
allocated to the Participant under the Profit Sharing Plan if:


 


(i)                                     The amount the
Participant elected to contribute under the Profit Sharing Plan as a 401(k)
Contribution had not been reduced as a result of the application of the 402(g)
Limit or 401(k) Limit;


 


(ii)                                  The Matching
Contribution allocated to the Participant under the Profit Sharing Plan had not
been reduced as a result of the application of the 401(m) Limit;


 


(iii)                               The
Participant’s Certified Earnings under the Profit Sharing Plan were not reduced
as a result of the application of the 401(a)(17) Limit;


 


(iv)                              The
Participant’s Annual Additions under the Profit Sharing Plan were not reduced
as a result of the application of the 415 Limit;


 


(v)                                 The amount of
the Participant’s Base Compensation and Bonus contributed to the Plan (or, for
years prior to January 1, 2003, the Deferred Compensation Plan) which would
have been included in the Participant’s Certified Earnings under the Profit
Sharing Plan but for such contribution to the Plan (or Deferred Compensation
Plan) were included in Certified Earnings.


 


(b)                                     The amount of
Profit Sharing Contributions and Matching Contributions actually allocated to
the Participant under the Profit Sharing Plan for such Plan Year.


 


(c)                                      For purposes of
Section 4.4(a):


 


(i)            If a Participant’s
total 401(k) Contributions to the Profit Sharing Plan for a particular year are
less than the 402(g) Limit, his or her Matching Contributions for that year
shall be determined on the basis of the 401(k) Contributions that the
Participant actually elects to be made to the Profit Sharing Plan (rather than
on the basis of the maximum 401(k) Contributions the Participant could have
elected to make), and on the matching percentage rate actually received by the
Participant under the Profit Sharing Plan for his or her 401(k) Contributions.


 


8

















 


                (ii)           If a Participant’s total 401(k) Contributions to the
Profit Sharing Plan for a particular year equal the 402(g) Limit, his or her
Matching Contributions for that year shall be the amount he or she would have
received but for the limits in described in Section 4.4(a), above, if he or she
had made 401(k) Contributions to the Profit Sharing Plan equal to four percent
(4%) of his or her Certified Earnings (as adjusted pursuant to Sections
4.4(a)(iii) and (v)), calculated using the percentage rate actually received by
the Participant under the Profit Sharing Plan for his or her 401(k)
Contributions.


 


                (iii)          Any amount deferred from Base Compensation or Bonus under
the Plan (or, for years prior to January 1, 2003, the Deferred Compensation
Plan) which are subsequently paid to the Participant shall be excluded from
Certified Earnings at the time of payment. 
Performance Share payouts and deferrals of such payouts shall be
excluded from Certified Earning at all times.


 


A
contribution on behalf of a Participant pursuant to this Section 4.4 shall be
credited to the Participant’s Account A at the time specified by the Committee
in its discretion.  For purposes of this
section 4.4, the terms “Matching Contribution,” Profit Sharing Contribution,”
“Annual Addition,” and “Certified Earnings” shall have the same meaning as in
the Profit Sharing Plan, except as otherwise specified in this Section 4.4.


 


                Section 4.5.  Crediting Rate.  The
Committee shall designate the manner in which a Participant’s Accounts are to
be credited with gains and losses as described on Exhibit A hereto, which
Exhibit may be amended from time to time in the Committee’s discretion.  If the Committee designates specific
investment funds to serve as an index for crediting gains and losses to a
Participant’s Accounts:  (a) the
Participant shall be entitled to designate which such fund or funds shall be
used to measure gains and losses on his or her Accounts in accordance with
rules established by the Committee; (b) the Participant’s Accounts will be
credited with gains and losses as if invested in such fund or funds in
accordance with the Participant’s designation and the rules established by the
Committee; and (c) the Committee may, in its sole discretion, eliminate any
investment fund or funds previously designated by it, substitute a new
investment fund or funds therefore, or add investment fund or funds, at any
time.  If the Committee makes any such
investment funds available for this purpose, the Committee shall have no
obligation to actually invest any amounts in any such investment funds.


 


 


ARTICLE 5.  VESTING IN ACCOUNTS


 


                A
Participant’s Accounts under the Plan shall be one hundred percent (100%)
vested at all times.  Notwithstanding
the preceding sentence, if a Participant’s employment with any Affiliate is
terminated for Cause, the Participant shall immediately forfeit any portion of
his or her Account attributable to contributions made by the Company pursuant
to Sections 4.3 and 4.4 (adjusted for gains and losses thereon).  For purposes of the preceding sentence, the
term “Cause” shall mean: (i) the Participant’s gross negligence, fraud, disloyalty,
dishonesty or willful violation of any law or significant policy or staff
by-law of an Affiliate, committed in connection with the position and resulting
in a material adverse effect on an Affiliate; or (ii) the Participant’s failure
to substantially perform (for reasons other than disability) the duties
reasonably assigned or appropriate to the position, in a manner reasonably
consistent with the practices in the industry which failure results in a
material adverse effect on an Affiliate; provided, however, that “Cause” will
not include ordinary negligence or failure to act, whether due to an error in
judgment or otherwise, if the Participant has exercised substantial efforts in
good faith to perform the duties reasonably assigned or appropriate to the
position.


 


 


ARTICLE 6.  DISTRIBUTION OF ACCOUNTS


 


Section 6.1.  Benefit Commencement.


 


                Distribution of a Participant’s
Account A shall commence to him or her within an administratively practicable
period of time following the date on which he or she terminates


 


9

















 


employment.  Distribution of a Participant’s Account C
shall commence to him or her at the date specified in his or her Deferral
Election Agreement entered into under the Deferred Compensation Plan prior the
Restatement Date.  Distribution of a
Participant’s Account B shall commence to him or her at the date specified in
his or her Deferral Election Agreement entered into for the Plan Year in which
the Participant first allocates Compensation Reduction Contributions to Account
B.  This date (the “specified
distribution date”) must be at least two (2) years following the beginning of
the Plan Year in which Compensation Reduction Contributions under Account B commence.  However, if the Participant terminates
employment prior to the specified distribution date, distribution of his or her
Account B shall commence within an administratively practicable period of time
following his or her termination of employment, notwithstanding the
Participant’s election to commence distribution at the specified distribution
date.


 


                Section 6.2.  Form of Benefit Payment.  A Participant shall elect the manner in
which each of his or her Accounts is to be distributed from the available
distribution options set forth below:


 


(a)                                  a lump sum; or


 


(b)                                 substantially equal
quarterly installments over a period of years elected by the Participant (not
exceeding ten (10)), with the Participant’s Account balance credited with gains
and losses pursuant to Section 4.5 during the payment period.


 


                The election shall be made with
respect to each Account at the time the Participant first allocates his or her
Compensation Reduction Contributions to the Account; provided, however, that
for a Participant’s Account C, such Account shall be distributed in the form
elected by the Participant in his or her Deferral Election Agreement entered
into prior to the Restatement Date under the Deferred Compensation Plan.  If the Participant does not elect to make Compensation
Reduction Contributions to the Plan, but has an Account A under the Plan
pursuant to Section 4.4, the Participant shall enter into the election as soon
as administratively reasonable after the first contribution pursuant to Section
4.4 is made to his or her Account A.  A
Participant may change the form of distribution of an Account to another
available distribution option under the Plan or defer the commencement date of
his or her Account B (but not to later than his or her termination of
employment) by notifying the Company (in the form and manner specified by the
Committee) of the requested change at least one year prior to the distribution
commencement date; provided that a Participant may not make more than one such
change with respect to an Account.


 


                Section 6.3.  Death Benefits.


 


(a)                                  Designation by Participant.  At the time a Participant begins
participation in the Plan, he or she may designate primary and contingent
Beneficiaries for death benefits payable under the Plan.  Such Beneficiaries may be individuals or
trusts for the benefit of individuals. 
A Beneficiary designation by a Participant shall be in writing on a form
acceptable to the Company and shall only be effective upon delivery to the
Company.  A Beneficiary designation may
be revoked by a Participant at any time by delivering to the Company either
written notice of revocation or a new Beneficiary designation form.  The 


 


10

















 


Beneficiary
designation form last delivered to the Company prior to the death of a
Participant shall control.


 


(b)                                 Failure to Designate
Beneficiary.  In the
event there is no Beneficiary designation on file with the Company, or all
Beneficiaries designated by a Participant have predeceased the Participant, the
Beneficiary shall be the beneficiary designated by the Participant under the
Company’s group life insurance program. 
If a Beneficiary has not been designated under Company’s group life
insurance program, the Beneficiary shall be the Participant’s spouse, and if
there is no spouse, the Beneficiary shall be the Participant’s estate.


 


(c)                                  Death After Benefit
Commencement.  In the
event a Participant dies after benefits have commenced pursuant to Section 6.1,
and the Participant has elected to receive his or her benefits in the manner
described in paragraph (b) of Section 6.2, the Participant’s remaining annual
installment payments shall be paid to the Participant’s Beneficiary; provided,
however, that if the Beneficiary is the Participant’s estate, the Participant’s
remaining Account balance shall be paid to the estate in the form of a lump
sum.  If a Beneficiary (other than the
Participant’s estate) should die while further payments are due, and after
having received at least one (1) payment, such further payments shall be made
to any person designated by the Participant as an alternate surviving
Beneficiary, or, in the absence of an alternate surviving Beneficiary, the
remaining Account balance shall be paid to the estate of the deceased
Beneficiary in the form of a lump sum.


 


(d)                                 Death Prior to Benefit
Commencement.  In the
event a Participant dies prior to the date on which benefits commence pursuant
to Section 6.1, the Participant’s Account balance shall be paid to the
Participant’s Beneficiary in the form of a lump sum as soon as administratively
reasonable after the Participant’s death; provided, however, that if the
Participant has elected an alternate form of distribution for his or her
Account C pursuant to a Deferral Election Agreement entered into prior to the
Restatement Date under the Deferred Compensation Plan, distribution of such
Account to the Participant’s Beneficiary shall be made pursuant to the terms of
such agreement.


 


                Section 6.4.  Acceleration of Distributions.  If the Internal Revenue Service determines
that a Participant or Beneficiary has received an economic benefit or is in
constructive receipt of a benefit under the Plan and has made a final
assessment of an income tax deficiency with respect to such benefit or if a
final judicial determination has been entered that an income tax deficiency
exists, the Committee may, in its discretion, distribute to such Participant
from his or her Account(s) an amount equal to the taxable income recognized.


 


Further,
if a Change in Control occurs, the persons who were the members of the Board of
Directors of the Company immediately prior to the Change in Control may, by
majority vote, accelerate payment of all Accounts; and, in the even of such
acceleration, the Company will distribute the Accounts as soon as
administratively reasonable following the Change in Control.


 


11

















 


Section 6.5.  Withdrawals.


 


(a)                                  Hardship
Withdrawal.  Upon the
application of any Participant, the Committee, in accordance with its uniform,
nondiscriminatory policy, may permit such Participant to withdraw some or all
his or her Account or accelerate payment of distributions (if the Participant
is then receiving payments).  A
Participant must provide the Committee with a written petition of the intent to
withdraw from his or her Account or accelerate distributions at least sixty
(60) days (or such shorter time as permitted by the Committee in its
discretion) prior to the date of the anticipated withdrawal, acceleration or
cessation.  No such withdrawal or
acceleration shall be permitted under the provisions of this Section except for
an “unforeseeable emergency.”   An
unforeseeable emergency is a severe financial hardship of the Participant or
Beneficiary resulting from an illness or accident of the Participant or
Beneficiary, the Participant’s or Beneficiary’s spouse or the Participant’s or
Beneficiary’s dependent (as defined in Code Section 152(a)); loss of the
Participant’s or Beneficiary’s property due to casualty; or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or the Beneficiary.  For example, the imminent foreclosure of or
eviction from the Participant’s or Beneficiary’s primary residence may constitute
an unforeseeable emergency.  In addition,
the need to pay for medical expenses, including non-refundable deductibles, as
well as for the cost of prescription drug medication, may constitute an
unforeseeable emergency.  Finally, the
need to pay for the funeral expenses of a family member may also constitute an
unforeseeable emergency.  Except in
extraordinary circumstances, the purchase of a home and the payment of college
tuition are not unforeseeable emergencies.


Whether
a Participant or Beneficiary is faced with an unforeseeable emergency permitting
a distribution under this Section 6.5(a) is to be determined based on the
relevant facts and circumstances of each case, but, in any case, a distribution
on account of an unforeseeable emergency may not be made to the extent that
such emergency is or may be relieved through reimbursement or compensation from
insurance or otherwise; by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship; or, in the case of a requested withdrawal, by cessation of
Compensation Reduction Contributions under the Plan.  Distributions because of an unforeseeable emergency must be
limited to the amount reasonably necessary to satisfy the emergency need (which
may include any amounts necessary to pay any federal, state, or local income
taxes or penalties reasonably anticipated to result from the distribution).


 


(b)                                 Early Distribution.  Upon the application of any Participant, the
Committee, in accordance with its uniform, nondiscriminatory policy, shall
permit such Participant to withdraw some or all of his or her Account prior to
the time otherwise specified in the Plan, or accelerate 


 


12

















 


payment
of distributions that have commenced to him or her, for reasons other than
financial hardship.  A Participant must
provide a written request of his or her intent to receive such a distribution
or payment acceleration at least sixty (60) days (or such shorter time as
permitted by the Committee in its discretion) prior to the date of the
anticipated distribution or acceleration. 
If a Participant elects to receive such a distribution or
acceleration:  (i) a penalty shall be imposed
such that the amount of the requested distribution or amount subject to the
acceleration, as the case may be, shall be reduced by ten percent (10%), which
reduction shall be permanently forfeited by the Participant; and (ii) the
Participant may not enter into a new Deferral Election Agreement for one
complete Plan Year following the date of the distribution.  In the case of a Participant’s Account C, if
a Participant elects pursuant to this Section 6.5(b) to accelerate payment of
distribution of his or her Account C (that have previously commenced to him or
her), the penalty imposed shall be six percent (6%) of the amount subject to
the acceleration, rather then ten percent (10%).


 


                Section 6.6.  Distributions on Plan Termination  Notwithstanding anything in this Article 6
to the contrary, if the Plan is terminated, distribution of a Participant’s
Account A, B and C shall be made in accordance with Section 10.2.


 


ARTICLE 7.  PENSION PLAN SUPPLEMENTAL BENEFIT


 


Section
7.1.  Eligibility to Receive a Supplemental
Pension Plan Benefit.  If an employee’s Termination of Employment occurs under
circumstances that a benefit is payable under the Pension Plan to him or her or
his or her surviving spouse, contingent annuitant, or beneficiary, a benefit
shall also be payable under the Plan if the benefit under the Pension Plan is
limited:  (a) by operation of Section
6.11 of the Pension Plan due to the Section 415 Limit; (b) because of the
dollar limit on Certified Earnings taken into account under the Pension Plan
(as described in Section 2.7(f) of the Pension Plan) due to the Section 401(a)(17)
Limit; or (c) because amounts contributed under the Plan (or under the Deferred
Compensation Plan prior to the Restatement Date) as a Compensation Reduction
Contribution which otherwise would have been included in Certified Earnings
(but for the election to defer such amounts under the Plan or Deferred
Compensation Plan) are excluded from Certified Earnings for the Plan Year in
which so contributed.  A member of
Operating Management who is not described in the previous sentence but who is
eligible to defer part or all of a salary increase for a year beginning on or
after January 1, 1993 is also eligible for a benefit under this Article, except
that paragraphs (1), (2), (3) and (4) of Section 7.2(a) shall not apply to such
a person.


 


                Section 7.2.  Amount of Supplemental Pension Plan Benefit.  If a person is eligible to receive a benefit
under Section 7.1, a benefit shall be paid to him or her, or his or her
surviving spouse, contingent annuitant, or beneficiary, for each month that a
benefit is payable to any of them under the Pension Plan.  The monthly amount of said benefit shall be
equal to the amount, if any, by which (a) exceeds (b):


 


(a)                                  The monthly amount which
would have been payable to the Participant or his or her surviving spouse,
contingent annuitant, or beneficiary under the Pension Plan for that month if:


 


13

















 


(1)                                  The limitations imposed by
Section 6.11 of the Pension Plan were not applicable;


 


(2)                                  The dollar
limit in Section 2.7(f) of the Pension Plan was not applicable;


 


(3)                                  Bonuses were not excluded
from Certified Earnings under Section 2.7(a) of the Pension Plan;


 


(4)                                  Compensation Reduction
Contributions to the Plan (or the Deferred Compensation Plan prior to the
Restatement Date) from Base Compensation and Bonus (disregarding performance
share pay-outs and deferrals of such amounts) were included in Certified
Earnings for the Plan Year in which each such contribution would have been so
included but for the Compensation Reduction Contribution (and are not included
for the Plan Year when paid from the Plan).


 


(5)                                  Deferred salary increases
were included in Certified Earnings for the Plan Year in which each such amount
would have been paid in the absence of the deferral (and are not included for
the Plan Year in which such deferred amounts are actually paid).


 


(b)                                 The monthly amount actually
payable under the Defined Benefit Plan to the Participant or his or her
surviving spouse, contingent annuitant or beneficiary for that month.


 


The
amounts under subsections (a) and (b) shall be determined under the settlement
option or form of payment under which benefits are being paid, using the same
actuarial equivalence factors and reductions for early commencement of
benefits, if any.  No benefit shall be
paid for any month for which the amount in subsection (b) equals or exceeds the
amount in subsection (a).  Benefits
pursuant to this Article 7 shall be paid to the Participant during his or her
lifetime.  Any benefits payable with
respect to a Participant following his or her death shall be paid to the person
or persons, if any, eligible to receive benefits with respect to the
Participant under the Pension Plan. 
Notwithstanding anything in this Article 7 to the contrary, if a
Participant’s employment with the Company or any Affiliate is terminated for
“Cause,” as defined in Article 5, no benefit will be payable to, or with
respect to, the Participant under this Article 7.


 


                Section 7.3.  Meaning of Certain Terms.  For purpose of this Article 7, the terms
“Termination of Employment” and “Certified Earnings” shall have the same
meaning as in the Pension Plan, except as specified in Section 7.2.


 


 


ARTICLE
8.  FUNDING


 


                Section 8.1.  Source of Benefits.  All benefits under the Plan shall be paid
when due by the Company out of its assets. 
Any amounts set aside by the Company for payment of benefits under the
Plan are the property of the Company.


 


                Section 8.2.  No Claim on Specific Assets.  No Participant or Beneficiary shall be deemed
to have, by virtue of being a Participant or Beneficiary in the Plan, any claim
on any specific assets of the Company such that the Participant or Beneficiary
would be subject to 


 


14

















 


income
taxation on his or her benefits under the Plan prior to distribution and the
rights of Participants and Beneficiaries to benefits to which they are
otherwise entitled under the Plan shall be those of an unsecured general
creditor of the Company.


 


ARTICLE 9. 
ADMINISTRATION AND FINANCES


 


                Section 9.1.  Administration. 
The Plan shall be administered by the Plan Administrator.  The Company shall bear all administrative
costs of the Plan other than those specifically charged to a Participant or
Beneficiary.


 


                Section 9.2.  Powers of Plan Administrator.  In addition to the other powers granted under
the Plan, the Plan Administrator shall have all powers necessary to administer
the Plan, including, without limitation, powers:


 


(a)                                  to interpret the provisions
of the Plan;


 


(b)                                 to establish and revise the
method of accounting for the Plan and to maintain the Accounts; and


 


(c)                                  to establish rules for the
administration of the Plan and to prescribe any forms required to administer
the Plan.


 


                Section 9.3.  Actions of the Plan Administrator.  The Plan Administrator (including any person
or entity to whom the Plan Administrator has delegated duties, responsibilities
or authority, to the extent of such delegation) has total and complete
discretionary authority to determine conclusively for all parties all questions
arising in the administration of the Plan, to interpret and construe the terms
of the Plan, and to determine all questions of eligibility and status of
employees, Participants and Beneficiaries under the Plan and their respective
interests.  Subject to the claims
procedures of Section 9.7, all determinations, interpretations, rules and
decisions of the Plan Administrator (including those made or established by any
person or entity to whom the Plan Administrator has delegated duties,
responsibilities or authority, if made or established pursuant to such
delegation) are conclusive and binding upon all persons having or claiming to
have any interest or right under the Plan.


 


                Section
9.4.  Delegation.  The Plan Administrator, or any officer or
other employee of the Company designated by the Plan Administrator, shall have
the power to delegate specific duties and responsibilities to officers or other
employees of the Company or other individuals or entities.  Any delegation may be rescinded by the Plan
Administrator at any time.  Each person
or entity to whom a duty or responsibility has been delegated shall be
responsible for the exercise of such duty or responsibility and shall not be
responsible for any act or failure to act of any other person or entity.


 


                Section 9.5.  Reports and Records.  The Plan Administrator, and those to whom
the Plan Administrator has delegated duties under the Plan, shall keep records
of all their proceedings and actions and shall maintain books of account,
records, and other data as shall be necessary for the proper administration of
the Plan and for compliance with applicable law.


 


                Section 9.6.  Valuation of Accounts and Account
Statements.  As of each
valuation date, the Committee shall adjust the previous Account balances of
each Participant for Compensation Reduction Contributions, Company
contributions pursuant to Sections 4.3 and 4.4, if any, forfeitures,
distributions, and investment gains and losses.  A “valuation date,” for these purposes, 


 


15

















 


is
the last day of each calendar quarter, and such other dates as the Committee
may designate from time to time in its discretion.  The Committee shall provide each Participant with a statement of
his or her Account balances at least annually.


 


                Section 9.7.  Claims Procedure.  The following shall apply with respect to
the claims of Participants for benefits under the Plan.  The Plan Administrator shall notify a
Participant in writing within ninety (90) days of the Participant’s written application
for benefits of his or her eligibility or noneligibility for benefits under the
Plan.  If the Plan Administrator
determines that a Participant is not eligible for benefits or full benefits,
the notice shall set forth:  (a) the
specific reasons for such denial; (b) a specific reference to the provision of
the Plan on which the denial is based; (c) a description of any additional
information or material necessary for the claimant to perfect his or her claim,
and a description of why it is needed; and (d) an explanation of the Plan’s
claims review procedure and other appropriate information as to the steps to be
taken if the Participant wishes to have his or her claim reviewed.  If the Plan Administrator determines that
there are special circumstances requiring additional time to make a decision,
the Plan Administrator shall notify the Participant of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional 90-day period.  If a Participant is determined by the Plan
Administrator to be not eligible for benefits, or if the Participant believes
that he or she is entitled to greater or different benefits, the Participant
shall have the opportunity to have his or her claim reviewed by the Plan
Administrator by filing a petition for review with the Plan Administrator
within sixty (60) days after receipt by the Participant of the notice issued by
the Plan Administrator.  Said petition
shall state the specific reasons the Participant believes he or she is entitled
to benefits or greater or different benefits. 
Within sixty (60) days after receipt by the Plan Administrator of said
petition, the Plan Administrator shall afford the Participant (and the Participant’s
counsel, if any) an opportunity to present his or her position to the Plan
Administrator orally or in writing, and said Participant (or his or her
counsel) shall have the right to review the pertinent documents, and the Plan
Administrator shall notify the Participant of its decision in writing within
said 60-day period, stating specifically the basis of said decision written in
a manner calculated to be understood by the Participant and the specific
provisions of the Plan on which the decision is based.  If, because of the need for a hearing, the
60-day period is not sufficient, the decision may be deferred for up to another
60-day period at the election of the Plan Administrator, but notice of this
deferral shall be given to the Participant.


 


 


ARTICLE 10. 
AMENDMENTS AND TERMINATION


 


                Section
10.1.  Amendments.  The Company, by action of the Committee, may
amend the Plan, in whole or in part, at any time and from time to time.  The Vice President of Human Resources may
amend the Plan, without approval or authorization of the Board or the
Committee, provided that any such amendment: 
(a) does not materially increase the cost of the Plan to the Company; or
(b) is required in order to comply with the law, in which case the Vice
President of Human Resources shall amend the Plan in such manner as he or she
deems necessary or desirable to comply with the law.  The Committee shall from time to time specify, by resolution, the
criteria to be used by the Vice President of Human Resources in determining whether
an amendment materially increases the cost of the Plan to the Company.  No amendment may be effective to eliminate
or reduce any Account balance (other than as may result from a change in Plan
investments pursuant to Section 4.5), or benefit that has accrued pursuant to
Article 7, determined as of the date of such amendment, of any Participant or
of any Beneficiary then eligible for benefits without such Participant’s or
Beneficiary’s consent.  Any Plan
amendment shall be filed with the Plan documents.


 


16

















 


                Section 10.2.  Termination. 
The Company expects the Plan to remain in place, but necessarily must,
and hereby does, reserve the right to terminate the Plan at any time by action
of the Board.  Upon termination of the
Plan, all Compensation Reduction Contributions and Company contributions will
cease and no future Compensation Reduction Contributions or Company
contributions will be made, and all benefit accruals under Article 7 will
cease.  Termination of the Plan shall
not operate to eliminate or reduce any Account balance, or benefit that has
accrued pursuant to Article 7, determined as of the date of such termination,
of any Participant or of any Beneficiary then eligible for benefits, without
such Participant’s or Beneficiary’s consent.


 


                If the Plan is terminated:  (a) payments from the Accounts of all
Participants and Beneficiaries then eligible for benefits shall commence as
soon as administratively practicable following the termination in the manner
described in Section 6.2, adjusted for gains and losses during the payment
period; provided, however, that the Committee may in its discretion pay the
Accounts in the form of a lump sum; and (b) the Committee may, in its
discretion, determine the then lump sum actuarial value of the Participant’s
benefit under Article 7, determined as if the Participant terminated employment
on the date of the Plan termination, and distribute such lump sum amount to the
Participant as soon as administratively reasonable following the Plan
termination.


 


 


ARTICLE 11. 
MISCELLANEOUS


 


                Section 11.1.  No Guarantee of Employment.  Neither the adoption and maintenance of the
Plan nor the execution by the Company of a Deferral Election Agreement with any
Participant shall be deemed to be a contract of employment between the Company
and any Participant.  Nothing contained
herein shall give any Participant the right to be retained in the employ of the
Company or to interfere with the right of the Company to discharge any Participant
at any time, nor shall it give the Company the right to require any Participant
to remain in its employ or to interfere with the Participant’s right to
terminate his or her employment at any time.


 


                Section
11.2.  Release.  Any payment of benefits to or for the
benefit of a Participant or a Participant’s Beneficiaries that is made in good
faith by the Company in accordance with the Company’s interpretation of its
obligations hereunder shall be in full satisfaction of all claims against the
Company for benefits under the Plan to the extent of such payment.


 


                Section
11.3.  Notices.  Any notice permitted or required under the
Plan shall be in writing and shall be hand-delivered or sent, postage prepaid,
by first class mail, or by certified or registered mail with return receipt
requested, to both the office of the Plan Administrator and the office of the
General Counsel of the Company, if to the Company, or to the address last shown
on the records of the Company, if to a Participant or Beneficiary.  Any such notice shall be effective as of the
date of hand-delivery or mailing.


 


                Section 11.4.  Nonalienation.  No benefit payable at any time under the
Plan shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, levy, attachment, or encumbrance of any kind by any Participant or
Beneficiary.


 


                Section 11.5.  Tax Liability. 
The Company may withhold from any payment of benefits or other
compensation payable to a Participant or Beneficiary such amounts as the
Company 


 


17

















 


determines
are reasonably necessary to pay any taxes required to be withheld under
applicable law.


 


                Section
11.6.  Captions.  Article and section headings and captions
are provided for purposes of reference and convenience only and shall not be
relied upon in any way to construe, define, modify, limit, or extend the scope
of any provision of the Plan.


 


                Section 11.7.  Binding Agreement.  This Plan shall be binding on the parties
hereto, their heirs, executors, administrators, and successors in interest.


 


                Section 11.8.  Invalidity of Certain Provisions.  If any provision of the Plan is held invalid
or unenforceable, such invalidity or unenforceability shall not affect any
other provision of the Plan and the Plan shall be construed and enforced as if
such provision had not been included.


 


                Section
11.9.  No Other Agreements.  The terms and conditions set forth herein,
together with Exhibit A hereto and the Deferral Election Agreements entered
into between the Company and Participants, constitute the entire understanding
of the Company and the Participants with respect to the matters addressed
herein.


 


                Section 11.10.  Incapacity.  In
the event that any Participant is unable to care for his or her affairs because
of illness or accident, any payment due may be paid to the Participant’s
spouse, parent, brother, sister or other person deemed by the Plan
Administrator to have incurred expenses for the care of such Participant,
unless a duly qualified guardian or other legal representative has been
appointed.


 


                Section 11.11.  Counterparts.  This Plan may be executed in any number of
counterparts, each of which when duly executed by the Company shall be deemed
to be an original, but all of which shall together constitute but one
instrument, which may be evidenced by any counterpart.


 


                Section 11.12.  Participating Affiliates.  Any Affiliate may adopt the Plan with the
permission of the Company and according to such rules as may be established
from time to time by the Company in its discretion, and thereby become a
“participating affiliate” in the Plan.


 


                Section 11.13.  Applicable Law.  The Plan and all rights hereunder shall be
governed by and construed according to the laws of the State of Minnesota,
except to the extent such laws are preempted by the laws of the United States
of America.


 


	
  Dated:  

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  TENNANT COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By 

  	
   

  
	
   

  	
   

  	
   

  	
  Its 

  	
   

  
						



 


18

















 


EXHIBIT A


 


 


Method of Crediting Gains and
Losses to Accounts


(Plan Section 4.5)


 


 


Until
and unless changed by the Committee or the Board pursuant to a resolution:


 


A
Participant’s Accounts will be credited with interest on a monthly basis.  The applicable rate of interest for a Plan
Year will be specified by the Executive Compensation Committee of the Board at
its last meeting immediately prior to the commencement of the Plan Year.  The rate will be one (1) percentage point
over the U.S. 10-year Treasury bond rate.


 


 


19