Exhibit 10.2


 





 


THE J. JILL GROUP, INC.


Plan Document


 


 


Restated as of September 17, 2004


 


 


Copyright © 2001

By Westport Worldwide, LLC

All Rights Reserved


 
















 


Table of Contents


 


	
  ARTICLE 1 Definitions

  	
   

  
	
  1.1

  	
  “Account Balance”

  	
   

  
	
  1.2

  	
  “Annual Base Salary”

  	
   

  
	
  1.3

  	
  “Annual Company
  Contribution Amount”

  	
   

  
	
  1.4

  	
  “Annual Company Matching
  Amount”

  	
   

  
	
  1.5

  	
  “Annual Deferral Amount”

  	
   

  
	
  1.6

  	
  “Beneficiary”

  	
   

  
	
  1.7

  	
  “Beneficiary Designation
  Form”

  	
   

  
	
  1.8

  	
  “Board”

  	
   

  
	
  1.9

  	
  “Board
  Member”

  	
   

  
	
  1.10

  	
  “Board Member Fees”

  	
   

  
	
  1.11

  	
  “Change in Control”

  	
   

  
	
  1.12

  	
  “Claimant”

  	
   

  
	
  1.13

  	
  “Code”

  	
   

  
	
  1.14

  	
  “Committee” or “Plan
  Committee”

  	
   

  
	
  1.15

  	
  “Company”

  	
   

  
	
  1.16

  	
  “Company Contribution
  Account”

  	
   

  
	
  1.17

  	
  “Company Matching Account”

  	
   

  
	
  1.18

  	
  “Compensation Committee”

  	
   

  
	
  1.19

  	
  “Deduction Limitation”

  	
   

  
	
  1.20

  	
  “Deferral Account”

  	
   

  
	
  1.21

  	
  “Disability”

  	
   

  
	
  1.22

  	
  “Disability Benefit”

  	
   

  
	
  1.23

  	
  “Effective Date”

  	
   

  
	
  1.24

  	
  “Election Form”

  	
   

  
	
  1.25

  	
  “Employee”

  	
   

  
	
  1.26

  	
  “ERISA”

  	
   

  
	
  1.27

  	
  “401(k)
  Plan”

  	
   

  
	
  1.28

  	
  “Incentive Payments”

  	
   

  
	
  1.29

  	
  “Participant”

  	
   

  
	
  1.30

  	
  “Plan”

  	
   

  
	
  1.31

  	
  “Plan Agreement”

  	
   

  
	
  1.32

  	
  “Plan
  Year”

  	
   

  
	
  1.33

  	
  “Pre-Retirement
  Survivor Benefit”

  	
   

  
	
  1.34

  	
  “Retirement”

  	
   

  
	
  1.35

  	
  “Retirement Benefit”

  	
   

  
	
  1.36

  	
  “Short-Term Payout”

  	
   

  
	
  1.37

  	
  “Termination Benefit”

  	
   

  
	
  1.38

  	
  “Termination of Employment”

  	
   

  
	
  1.39

  	
  “Trust”

  	
   

  
	
  1.40

  	
  “Unforeseeable
  Financial Emergency”

  	
   

  
	
  1.41

  	
  “Yearly Installment Method”

  	
   

  
	
  1.42

  	
  “Years of Service”

  	
   

  



 


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  ARTICLE 2 Selection, Enrollment, Eligibility

  	
   

  
	
  2.1

  	
  Eligibility

  	
   

  
	
  2.2

  	
  Enrollment Requirements

  	
   

  
	
  2.3

  	
  Commencement of
  Participation

  	
   

  
	
  2.4

  	
  Termination
  of Participation and/or Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Deferral Commitments, Company
  Contributions, Crediting, Taxes

  	
   

  
	
  3.1

  	
  Minimum Deferral.

  	
   

  
	
  3.2

  	
  Maximum Deferral.

  	
   

  
	
  3.3

  	
  Election to
  Defer, Effect of Election Form.

  	
   

  
	
  3.4

  	
  Withholding of
  Annual Deferral Amounts

  	
   

  
	
  3.5

  	
  Annual Company
  Contribution Amount

  	
   

  
	
  3.6

  	
  Annual Company Matching
  Amount

  	
   

  
	
  3.7

  	
  Investment of Trust Assets

  	
   

  
	
  3.8

  	
  Vesting.

  	
   

  
	
  3.9

  	
  Crediting,
  Debiting of Account Balances

  	
   

  
	
  3.10

  	
  FICA and Other Taxes.

  	
   

  
	
  3.11

  	
  Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Short-Term Payout, Unforeseeable
  Financial Emergencies, Withdrawal Election

  	
   

  
	
  4.1

  	
  Short-Term Payout

  	
   

  
	
  4.2

  	
  Other
  Benefits Take Precedence Over Short-Term Payout

  	
   

  
	
  4.3

  	
  Withdrawal
  Payout, Suspensions for Unforeseeable Financial Emergencies

  	
   

  
	
  4.4

  	
  Withdrawal Election

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Retirement Benefit

  	
   

  
	
  5.1

  	
  Retirement Benefit

  	
   

  
	
  5.2

  	
  Payment of Retirement
  Benefit

  	
   

  
	
  5.3

  	
  Death
  Prior to Completion of Retirement Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 Pre-Retirement Survivor Benefit

  	
   

  
	
  6.1

  	
  Pre-Retirement Survivor
  Benefit

  	
   

  
	
  6.2

  	
  Payment of
  Pre-Retirement Survivor Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 Termination Benefit, Change in
  Control Benefit

  	
   

  
	
  7.1

  	
  Termination Benefit

  	
   

  
	
  7.2

  	
  Payment of Termination
  Benefit

  	
   

  
	
  7.3

  	
  Change in Control Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 Disability Waiver and Benefit

  	
   

  
	
  8.1

  	
  Disability Waiver.

  	
   

  
	
  8.2

  	
  Continued
  Eligibility, Disability Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 Beneficiary Designation

  	
   

  
	
  9.1

  	
  Beneficiary

  	
   

  
	
  9.2

  	
  Beneficiary
  Designation, Change

  	
   

  
	
  9.3

  	
  Acknowledgment

  	
   

  
	
  9.4

  	
  No Beneficiary Designation

  	
   

  
	
  9.5

  	
  Doubt as to Beneficiary

  	
   

  
	
  9.6

  	
  Discharge of Obligations

  	
   

  



 


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  ARTICLE 10 Leave of Absence

  	
   

  
	
  10.1

  	
  Paid Leave of Absence

  	
   

  
	
  10.2

  	
  Unpaid Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 Termination, Amendment or
  Modification

  	
   

  
	
  11.1

  	
  Termination

  	
   

  
	
  11.2

  	
  Amendment

  	
   

  
	
  11.3

  	
  Plan Agreement

  	
   

  
	
  11.4

  	
  Effect of Payment

  	
   

  
	
  11.5

  	
  Amendment
  to Ensure Proper Characterization of the Plan

  	
   

  
	
  11.6

  	
  Fail-safe Provision

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 Administration

  	
   

  
	
  12.1

  	
  Committee Duties

  	
   

  
	
  12.2

  	
  Agents

  	
   

  
	
  12.3

  	
  Binding Effect of Decisions

  	
   

  
	
  12.4

  	
  Indemnity of Committees

  	
   

  
	
  12.5

  	
  Company Information

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 Other Benefits and Agreements

  	
   

  
	
  13.1

  	
  Coordination with
  Other Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 Claims Procedures

  	
   

  
	
  14.1

  	
  Presentation of Claim

  	
   

  
	
  14.2

  	
  Notification of Decision

  	
   

  
	
  14.3

  	
  Review of a Denied Claim

  	
   

  
	
  14.4

  	
  Decision on Review

  	
   

  
	
  14.5

  	
  Legal
  Action

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15 Trust

  	
   

  
	
  15.1

  	
  Establishment of the Trust

  	
   

  
	
  15.2

  	
  Interrelationship
  of the Plan and the Trust

  	
   

  
	
  15.3

  	
  Distributions from the
  Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16 Miscellaneous

  	
   

  
	
  16.1

  	
  Status of Plan

  	
   

  
	
  16.2

  	
  Unsecured General Creditor

  	
   

  
	
  16.3

  	
  Company’s Liability

  	
   

  
	
  16.4

  	
  Nonassignability

  	
   

  
	
  16.5

  	
  Not a Contract of
  Employment

  	
   

  
	
  16.6

  	
  Furnishing Information

  	
   

  
	
  16.7

  	
  Terms

  	
   

  
	
  16.8

  	
  Captions

  	
   

  
	
  16.9

  	
  Governing Law

  	
   

  
	
  16.10

  	
  Notice

  	
   

  
	
  16.11

  	
  Successors

  	
   

  
	
  16.12

  	
  Spouse’s Interest

  	
   

  
	
  16.13

  	
  Validity

  	
   

  
	
  16.14

  	
  Incompetent

  	
   

  



 


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  16.15

  	
  Court
  Order

  	
   

  
	
  16.16

  	
  Distribution in
  the Event of Taxation.

  	
   

  
	
  16.17

  	
  Insurance

  	
   

  



 


iv
















 


THE J. JILL GROUP, INC.


 


DEFERRED COMPENSATION PLAN


 


Effective, as Restated, September 17, 2004


 


Purpose


 


The
purpose of this Plan is to provide specified benefits to a select group of
management or highly compensated employees and members of the Board of
Directors of The J. Jill Group, Inc. (the “Company”).  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.


 


ARTICLE 1

Definitions


 


For
purposes of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:


 


1.1                                 “Account Balance” shall mean, with respect to a Participant, a
credit on the records of the Company equal to the sum of (i) the Deferral
Account balance, (ii) the Company Contribution Account balance and (iii) the
Company Matching Account balance.  The
Account Balance, and each other specified account balance, shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.


 


1.2                                 “Annual Base
Salary” shall mean the
annual cash compensation relating to services performed during any calendar
year, whether or not paid in such calendar year or included on the Federal
Income Tax Form W-2 for such calendar year, excluding incentives, bonuses,
commissions, overtime, fringe benefits, stock options, relocation expenses,
non-monetary awards, Board Member Fees and other fees, automobile and other
allowances paid to a Participant for employment services rendered (whether or
not such allowances are included in the Employee’s gross income).  Annual Base Salary shall be calculated
without regard to any reductions for compensation voluntarily deferred or contributed
by the Participant pursuant to all qualified or non-qualified plans of the
Company (and therefore shall be calculated to include amounts not otherwise
included in the Participant’s gross income under Code Sections 125, 402(e)(3)
or 402(h) pursuant to plans established by the Company).


 


1.3                                 “Annual
Company Contribution Amount”
shall mean, for the Plan Year of reference, the amount determined in accordance
with Section 3.5.


 


1.4                                 “Annual
Company Matching Amount”
shall mean, for the Plan Year of reference, the amount determined in accordance
with Section 3.6.


 


1.5                                 “Annual
Deferral Amount” shall mean
that portion of a Participant’s Annual Base Salary, Incentive Payments and/or
Board Member Fees that a Participant elects to have, and is, deferred in
accordance with Article 3, for the Plan Year of reference.  In the event of a


 


1
















 


Participant’s
Retirement, Disability (if deferrals cease in accordance with Section 8.1),
death or a Termination of Employment prior to the end of a Plan Year, such year’s
Annual Deferral Amount shall be the actual amount withheld prior to such event.


 


1.6                                 “Beneficiary” shall mean one or more persons, trusts,
estates or other entities, designated in accordance with Article 9, that are
entitled to receive benefits under this Plan upon the death of a Participant.


 


1.7                                 “Beneficiary
Designation Form” shall mean
the form established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to designate one or more
Beneficiaries.


 


1.8                                 “Board” shall mean the board of directors of the Company.


 


1.9                                 “Board Member” shall mean any member of the Board.


 


1.10                           “Board Member Fees” shall mean the fees paid to a Board Member
by the Company, including retainer fees, meeting fees, and stipends as compensation
for serving on the Board.


 


1.11                           “Change in Control” shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:


 


(i)                                     any
Person becomes the Beneficial Owner, directly or indirectly, of securities of
J. Jill (not including in the securities beneficially owned by such Person any
securities acquired directly from J. Jill or its affiliates) representing 50%
or more of the combined voting power of J. Jill’s then outstanding securities;
or


 


(ii)                                  during
any period of two (2) consecutive years (not including any period prior to the
execution of this Agreement), individuals who at the beginning of such period
constitute the Board and any new director (other than a director designated by
a Person who has entered into an agreement with J. Jill to effect a transaction
described in clause (i), (iii) or (iv) of this paragraph) whose election by the
Board or nomination for election by J. Jill’s stockholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved (a “Continuing Director”),
cease for any reason to constitute a majority thereof; or


 


(iii)                               the
stockholders of J. Jill approve a merger or consolidation of J. Jill with any
other corporation, other than (a) a merger or consolidation which would result
in the voting securities of J. Jill outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 50% of the combined
voting power of the voting securities of J. Jill or such surviving entity
outstanding immediately after such merger or consolidation, or (b) a merger or
consolidation effected to implement a recapitalization of J. Jill (or similar
transaction ) in which no Person


 


2
















 


acquires more than 50% of the combined voting power
of the Company’s then outstanding securities; or


 


(iv)                              the
stockholders of J. Jill approve a plan of complete liquidation of J. Jill or an
agreement for the sale or disposition by J. Jill of all or substantially all J.
Jill’s assets.


 


The
foregoing to the contrary notwithstanding, a Change in Control shall not be
deemed to have occurred with respect to the Executive if the Executive is “part
of a purchasing group” which consummates the Change in Control
transaction.  The Executive shall be
deemed “part of a purchasing group” for purposes of the preceding sentence if
the Executive is an equity participant or has agreed to become an equity
participant in the purchasing company or group (except for (a) passive
ownership of less than 5% of the stock of the purchasing company or (b)
ownership of equity participation in the purchasing company or group which is
otherwise not deemed to be significant, as determined prior to the Change in
Control by a majority of the non-employee Continuing Directors).


 


1.12                           “Claimant” shall have the meaning set forth in Section 14.1.


 


1.13                           “Code” shall mean the Internal Revenue Code of 1986, as amended from time to
time.


 


1.14                           “Committee”
or “Plan Committee” shall
mean the committee described in Section 12.1 or its designee, which committee
is responsible generally for performing the day-to-day ministerial functions
associated with operating the Plan.


 


1.15                           “Company” shall mean The J. Jill
Group, Inc., together with its wholly-owned, consolidated subsidiaries, and any
successor to all or substantially all of the Company’s assets or business.


 


1.16                           “Company
Contribution Account” shall
mean (i) the sum of the Participant’s Annual Company Contribution Amounts, plus
(ii) amounts credited or debited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s Company
Contribution Account, less (iii) all distributions made to the Participant or
his or her Beneficiary pursuant to this Plan that relate to the Participant’s
Company Contribution Account.


 


1.17                           “Company
Matching Account” shall mean
(i) the sum of all of a Participant’s Annual Company Matching Amounts, plus
(ii) amounts credited or debited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s Company
Matching Account, less (iii) all distributions made to the Participant or his
or her Beneficiary pursuant to this Plan that relate to the Participant’s
Company Matching Account.


 


1.18                           “Compensation
Committee” shall mean the
compensation committee of the Board.


 


1.19                           “Deduction
Limitation” shall mean the
following described limitation on a benefit that may otherwise be distributable
pursuant to the provisions of this Plan. 
Except as otherwise provided, this limitation shall be applied to all
distributions that are “subject to the Deduction Limitation” under this
Plan.  If the Company determines in good
faith that there is a reasonable likelihood that any compensation paid to a
Participant for a taxable


 


3
















 


year
of the Company would not be deductible by the Company solely by reason of the
limitation under Code Section 162(m), then to the extent deemed necessary by
the Company to ensure that the entire amount of any distribution to the
Participant pursuant to this Plan is deductible, the Company may defer all or
any portion of a distribution under this Plan. 
Any amounts deferred pursuant to this limitation shall continue to be
credited or debited with additional amounts in accordance with Section 3.9
below, even if such amount is being paid out in installments.  The amounts so deferred and amounts credited
or debited thereon shall be distributed to the Participant or his or her
Beneficiary (in the event of the Participant’s death) at the earliest possible
date, as determined by the Company in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the
Company during which the distribution is made will not be limited by Code
Section 162(m). Notwithstanding anything to the contrary in this Plan, the
Deduction Limitation shall not apply to any distributions made after a Change
in Control.


 


1.20                           “Deferral Account” shall mean (i) the sum of all of a
Participant’s Annual Deferral Amounts, plus (ii) amounts credited or debited in
accordance with all the applicable crediting provisions of this Plan that
relate to the Participant’s Deferral Account, less (iii) all distributions made
to the Participant or his or her Beneficiary pursuant to this Plan that relate
to his or her Deferral Account.


 


1.21                           “Disability” shall mean a period of disability during
which a Participant qualifies for permanent disability benefits under the
Company’s long-term disability plan, or, if a Participant does not participate
in such a plan, a period of disability during which the Participant would have
qualified for permanent disability benefits under such a plan had the
Participant been a participant in such a plan, as determined in the sole
discretion of the Compensation Committee. 
If the Company does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Compensation Committee in
its sole discretion.


 


1.22                           “Disability
Benefit” shall mean the
benefit set forth in Article 8.


 


1.23                           “Effective Date” of the Plan, as restated, shall be September
17, 2004. The effective date of the Plan, as originally adopted, was January 1,
2002.


 


1.24                           “Election Form” shall mean the form or forms established
from time to time by the Committee that a Participant completes, signs and
returns to the Committee to make an election under the Plan.


 


1.25                           “Employee” shall mean a person who is an employee of the Company and holds the
position of Chief Executive Officer, President, Vice President or Director.


 


1.26                           “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.


 


1.27                           “401(k) Plan” shall mean the Company’s tax qualified
401(k) retirement plan, as amended from time to time.


 


1.28                           “Incentive
Payments” shall mean any
compensation paid to a Participant under any incentive plans, special bonus
plans or bonus arrangements of the Company relating to


 


4
















 


services
performed during any calendar year, whether or not paid in such calendar year
or included on the Federal Income Tax Form W-2 for such calendar year.


 


1.29                           “Participant” shall mean any Board Member and any Employee
(i) who elects to participate in the Plan, (ii) who signs a Plan Agreement, an
Election Form(s) and a Beneficiary Designation Form, (iii) whose signed Plan
Agreement, Election Form(s) and Beneficiary Designation Form are accepted by
the Committee, (iv) who commences participation in the Plan, and (v) whose Plan
Agreement has not terminated.  A spouse
or former spouse of a Participant shall not be treated as a Participant in the
Plan or have an Account Balance under the Plan under any circumstance.


 


1.30                           “Plan” shall mean this Deferred Compensation Plan, as evidenced by this
instrument and by each Plan Agreement, as they may be amended from time to
time.


 


1.31                           “Plan Agreement” shall mean a written agreement, as may be
amended from time to time,  executed by a
Participant and the Company that shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Company shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement.  The terms
of any Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or limit
the benefits otherwise provided under the Plan; provided, however, that any
such additional benefits or benefit limitations must be agreed to by both the
Company and the Participant.


 


1.32                           “Plan Year” shall mean a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year during which this Plan is
in effect.


 


1.33                           “Pre-Retirement
Survivor Benefit” shall mean
the benefit set forth in Article 6.


 


1.34                           “Retirement”, “Retire(s)” or “Retired” shall mean, with
respect to an Employee, severance from employment from the Company for any
reason other than a leave of absence, death or Disability on or after the
earlier of the attainment of (i) age sixty-five (65) or (ii) age fifty-five
(55) with ten (10) Years of Service; and shall mean with respect to a Board
Member who is not an Employee, severance of his or her directorship with the
Company on or after the attainment of age seventy (70).  If a participant is both an Employee and a
Board Member, Retirement shall occur when he or she Retires as an Employee,
which Retirement shall be deemed to be a Retirement as an Employee; provided,
however, that such a Participant may elect, at least twelve (12) months prior
to Retirement and in accordance with the policies and procedures established by
the Compensation Committee, to Retire for purposes of this Plan at the time he
or she Retires as a Board Member, which Retirement shall be deemed to be a
Retirement as a Board Member.


 


1.35                           “Retirement
Benefit” shall mean the
benefit set forth in Article 5.


 


1.36                           “Short-Term Payout” shall mean the payout set forth in Section
4.1.


 


1.37                           “Termination
Benefit” shall mean the
benefit set forth in Article 7.


 


1.38                           “Termination
of Employment” shall mean
the severing of employment with the Company, or service as a Board Member of
the Company, voluntarily or involuntarily, for any reason


 


5
















 


other
than Retirement, Disability, death or an authorized leave of absence.  If a Participant is both an Employee and a
Board Member, a Termination of Employment shall occur upon termination as an
Employee; provided, however, that such a Participant may elect, at least twelve
(12) months before Termination of Employment and in accordance with either the
policies and procedures established by the Compensation Committee, to be
treated for purposes of this Plan as having experienced a Termination of
Employment at the time he or she ceases his or her directorship.


 


1.39                           “Trust” shall mean the trust established pursuant to this Plan, as amended
from time to time.


 


1.40                           “Unforeseeable
Financial Emergency” shall
mean an unanticipated emergency that is caused by an event beyond the control
of the Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or accident of
the Participant or a dependent of the Participant, (ii) a loss of the
Participant’s property due to casualty, or (iii) such other extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant, all as determined in the sole discretion of the Compensation
Committee.


 


1.41                           “Yearly
Installment Method” shall be
a yearly installment payment over the number of years selected by the
Participant in accordance with this Plan, calculated as follows: The Account
Balance of the Participant shall be calculated as of the close of business on
the date of reference (or, if the date of reference is not a business day, on
the immediately following business day), and shall be paid as soon as
practicable thereafter.  The date of reference
with respect to the first yearly installment payment shall be as provided in
Section 5.2 or Section 7.2, as applicable, and the date of reference with
respect to subsequent yearly installment payments shall be the last day of the
applicable Plan Year.  The yearly
installment shall be calculated by multiplying this balance by a fraction, the
numerator of which is one (1), and the denominator of which is the remaining
number of yearly payments due the Participant. 
By way of example, if the Participant elects a ten (10) year Yearly
Installment Method, the first payment shall be one-tenth (1/10) of the Account
Balance, calculated as described in this definition.  The following year, the payment shall be
one-ninth (1/9) of the Account Balance, calculated as described in this
definition.


 


1.42                           “Years of Service” shall mean the total number of full years in
which a Participant has been employed by the Company.  For purposes of this definition, a year of
employment shall be a three hundred sixty five (365) day period (or three
hundred sixty six (366) day period in the case of a leap year) that, for the
first year of employment, commences on the Employee’s date of hiring and that,
for any subsequent year, commences on an anniversary of that hiring date.  Any partial year of employment shall not be
counted.


 


ARTICLE 2

Selection, Enrollment, Eligibility


 


2.1                                 Eligibility.  Participation in the Plan shall be limited to
Board Members and to Employees who the Compensation Committee determines, in
its sole discretion, meet the requirement of ERISA that they be members of a
select group of management or highly compensated employees of the Company.


 


6
















 


2.2                                 Enrollment Requirements.  As a condition to participation, each
qualifying Employee and each Board Member shall complete, execute and return to
the Committee a Plan Agreement, an Election Form(s) and a Beneficiary
Designation Form, all within thirty (30) days after he or she is notified of
his or her eligibility to participate in the Plan.  In addition, the Committee or the
Compensation Committee shall establish from time to time such other enrollment
requirements as it determines in its sole discretion are necessary.


 


2.3                                 Commencement of Participation.  Provided a qualifying Employee or a Board
Member has met all enrollment requirements set forth in this Plan and required
by the Committee or the Compensation Committee, including returning all
required documents to the Committee within the specified time period, that
Employee or Board Member shall commence participation in the Plan on the first
day of the month following the month in which the Employee or Board Member
completes all enrollment requirements. 
If an Employee or Board Member fails to meet all such requirements within
the period required, in accordance with Section 2.2, that Employee or Board
Member shall not be eligible to participate in the Plan until the first day of
the following Plan Year, again subject to timely delivery to and acceptance by
the Committee of the required documents.


 


2.4                                 Termination of Participation and/or Deferrals.  If
the Compensation Committee determines in good faith that an Employee no longer
qualifies as a member of a select group of management or highly compensated
employees, as membership in such group is determined in accordance with
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Compensation Committee
shall have the right, in its sole discretion, to (i) terminate any deferral
election the Participant has made for the remainder of the Plan Year in which
the Participant’s membership status changes, (ii) prevent the Participant from
making future deferral elections and/or (iii) immediately distribute the
Participant’s then vested Account Balance as a Termination Benefit and
terminate the Participant’s participation in the Plan.


 


ARTICLE 3

Deferral Commitments, Company Contributions, Crediting, Taxes


 


3.1                                 Minimum Deferral.


 


(a)                                  Annual Base Salary, Incentive Payments and Board Member Fees.  Subject to Section 3.12, for each Plan Year,
a Participant may elect to defer, as his or her Annual Deferral Amount, Annual
Base Salary, Incentive Payments and/or Board Member Fees, in the minimum amount
of two thousand dollars ($2,000) in the aggregate.


 


Notwithstanding
the foregoing, the Compensation Committee may, in its sole discretion,
establish for any Plan Year a different minimum amount (including establishing
different minimum amounts for Annual Base Salary, Incentive Payments and Board
Member Fees).  If an election is made for
less than the stated minimum amount(s), or if no election is made, the amount
deferred shall be zero (0).


 


(b)                                 Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, the
minimum deferral shall be an


 


7
















 


amount equal to the minimum set forth above,
multiplied by a fraction, the numerator of which is the number of complete
months remaining in the Plan Year and the denominator of which is twelve (12).


 


3.2                                 Maximum Deferral.


 


(a)                                  Annual Base Salary, Incentive Payments and Board Member Fees.
For each Plan Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Annual Base Salary, Incentive Payments and/or Board Member
Fees, up to the following maximum percentages for each deferral elected:


 


	
  Deferral

  	
   

  	
  Maximum Amount

  	
   

  
	
  Annual
  Base Salary

  	
   

  	
  75%

  	
   

  
	
  Incentive
  Payments

  	
   

  	
  100%

  	
   

  
	
  Board
  Member Fees

  	
   

  	
  100%

  	
   

  



 


(b)                                 Provisos.  Notwithstanding the foregoing, (i) the
Compensation Committee may, in its sole discretion, establish for any Plan Year
maximum percentages which differ from those set forth above, and (ii) if a
Participant first becomes a Participant after the first day of a Plan Year, the
maximum Annual Deferral Amount with respect to Annual Base Salary, Incentive
Payments and/or Board Member Fees shall be limited to the amount of such
compensation not yet earned by, or not yet paid to, the Participant as of the
date the Participant submits a Plan Agreement and Election Form(s) to the
Committee for acceptance.


 


3.3                                 Election to Defer, Effect of Election Form.


 


(a)                                  First Plan Year.  In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make a
deferral election for the Plan Year in which the Participant commences
participation in the Plan, along with such other elections as the Committee
deems necessary or desirable under the Plan. 
For these elections to be valid, the Election Form(s) must be completed
and signed by the Participant, timely delivered to the Committee (in accordance
with Section 2.2 above) and accepted by the Committee.


 


(b)                                 Subsequent Plan Years.  For each succeeding Plan Year, a deferral
election for that Plan Year, and such other elections as the Committee deems
necessary or desirable under the Plan, shall be made by timely delivering to
the Committee, in accordance with its rules and procedures, before the end of
the Plan Year preceding the Plan Year for which the election is made, a new
Election Form(s). If no such Election Form(s) is timely delivered for a Plan
Year, the Annual Deferral Amount shall be zero (0) for that Plan Year.


 


(c)                                  Change in Election.  A deferral election shall not be subject to
change; provided, however, that a Participant may revoke completely a deferral
election for Annual Base Salary, Incentive Payments or Board Member Fees not
yet payable at the time of the Participant’s revocation election (which
revocation will itself be irrevocable for the remainder of the Plan Year).


 


8
















 


3.4                                 Withholding of Annual Deferral Amounts.  For
each Plan Year, the Annual Base Salary portion of the Annual Deferral Amount
shall be withheld from each regularly scheduled Annual Base Salary payroll in
equal amounts, as adjusted from time to time for increases and decreases in Annual
Base Salary.  The Incentive Payments and
Board Member Fees portion of the Annual Deferral Amount, if any, shall be
withheld at the time the Incentive Payments and Board Member Fees are or
otherwise would be paid to the Participant, whether or not this occurs during
the Plan Year itself.


 


3.5                                 Annual Company Contribution Amount.  For
each Plan Year, the Compensation Committee, in its sole discretion, may, but is
not required to, credit any amount it desires to any Participant’s Company
Contribution Account under this Plan, which amount shall be for that
Participant the Annual Company Contribution Amount for that Plan Year.  The amount so credited to a Participant may
be smaller or larger than the amount credited to any other Participant, and the
amount credited to any Participant for a Plan Year may be zero (0), even though
one or more other Participants receive an Annual Company Contribution Amount
for that Plan Year.  The Annual Company
Contribution Amount, if any, shall be credited as determined by the Compensation
Committee.  Unless otherwise specified by
the Compensation Committee, if a Participant to whom an Annual Company
Contribution Amount is credited is not employed by the Company or has
discontinued service as a Board Member as of the last day of a Plan Year other
than by reason of his or her Retirement, death or Disability, the Annual
Company Contribution Amount for that Plan Year shall be zero (0).


 


3.6                                 Annual Company Matching Amount. 
Solely with respect to a Participant who is an Employee, the Participant’s
Annual Company Matching Amount, if any, for the Plan Year of reference shall be
equal to (i) the amount of the Company’s matching contribution that would be
made to the 401(k) Plan on the Participant’s behalf for the plan year of the
401(k) Plan that corresponds to the Plan Year if the 401(k) Plan were permitted
to include in its definition of “compensation” for Company matching
contribution purposes the Participant’s Annual Deferral Amount, plus (ii) an
amount equal to the difference between (x) the amount of the Company’s matching
contribution that would be made to the 401(k) Plan on the Participant’s behalf
for the plan year of the 401(k) Plan that corresponds to the Plan Year if the
Participant’s Annual Deferral Amount were aggregated with the Participant’s
401(k) pre-tax deferrals up to the Code section 402(g) limit and without regard
to the nondiscrimination tests applicable to the 401(k) Plan under Code
sections 401(k)(3) and 401(m)(3), minus (y) the sum of the amount of the
Company’s matching contributions that actually are made to the 401(k) Plan on
the Participant’s behalf for the plan year of the 401(k) Plan that corresponds
to the Plan Year and the amount of the match determined under subparagraph (i)
hereof.  A Participant who is not
eligible for the plan year of the 401(k) Plan (or for any portion thereof) to
receive an allocation of Company matching contributions under the 401(k) Plan
shall not be eligible for the allocation of an Annual Company Matching Amount
hereunder.


 


3.7                                 Investment of Trust Assets.  The trustee of the Trust shall
be authorized, upon written instructions received from the Committee or
investment manager appointed by the Compensation Committee, to invest and
reinvest the assets of the Trust in accordance with the applicable Trust
agreement, including the reinvestment of the proceeds in one or more investment
vehicles designated by the Compensation Committee.


 


9
















 


3.8                                 Vesting.


 


(a)                                  A
Participant shall at all times be one hundred percent (100%) vested in his or
her Deferral Account.


 


(b)                                 A
Participant shall become vested in his or her Company Contribution Account
pursuant to a vesting schedule, if any, approved and documented by the
Compensation Committee at the time the Annual Company Contribution Amount is
credited to the Participant’s Company Contribution Account for that Plan Year.


 


(c)                                  A
Participant shall become vested in his or her Company Matching Account as and
to the extent that the Participant becomes vested in Company matching
contributions under the 401(k) Plan.


 


(d)                                 Notwithstanding
anything to the contrary contained in this Section 3.8, in the event of a
Change in Control, Retirement, Disability or death while in service, a
Participant’s Company Contribution Account and Company Matching Account shall
immediately become one hundred percent (100%) vested (if it is not already
vested in accordance with a vesting schedule).


 


3.9                                 Crediting, Debiting of Account Balances.  In
accordance with, and subject to, the rules and procedures that are established
from time to time by the Committee, in its sole discretion, amounts shall be
credited or debited to a Participant’s Account Balance in accordance with the
following rules:


 


(a)                                  Election of Measurement Funds.   A Participant, in connection with his or her
initial deferral election in accordance with Section 3.3(a) above, shall elect,
on the Election Form(s), one or more Measurement Fund(s) (as described in
Section 3.9(c) below) to be used to determine the additional amounts to be
credited or debited to his or her Account Balance for the first business day of
the Plan Year, continuing thereafter unless changed in accordance with the next
sentence.  Commencing with the first
business day of the Plan Year, and continuing thereafter for the remainder of
the Plan Year (unless the Participant ceases during the Plan Year to
participate in the Plan), the Participant may (but is not required to) elect
daily, by submitting an Election Form(s) to the Committee that is accepted by the
Committee (which submission may take the form of an electronic transmission, if
required or permitted by the Committee), to add or delete one or more
Measurement Fund(s) to be used to determine the additional amounts to be
credited or debited to his or her Account Balance, or to change the portion of
his or her Account Balance allocated to each previously or newly elected
Measurement Fund.  If an election is made
in accordance with the previous sentence, it shall apply to the next business
day and continue thereafter for the remainder of the Plan Year (unless the
Participant ceases during the Plan Year to participate in the Plan), unless
changed in accordance with the previous sentence.


 


(b)                                 Proportionate Allocation.  In making any election described in Section
3.9(a) above, the Participant shall specify on the Election Form(s), in whole
percentage points, the percentage of his or her Account Balance to be allocated
to a Measurement Fund (as if the Participant was making an investment in that
Measurement Fund with that portion of his or her Account Balance).


 


(c)                                  Measurement Funds.  The Participant may elect one or more of the
Measurement Funds set forth on Schedule A (the “Measurement Funds”), for
the


 


10
















 


purpose of crediting or debiting additional
amounts to his or her Account Balance. 
The Compensation Committee may, in its sole discretion, discontinue,
substitute or add a Measurement Fund. 
Each such action will take effect as of the first day of the calendar
quarter that follows by thirty (30) days the day on which the Committee gives
Participants advance written notice of such change.  If the Committee receives an initial or
revised Measurement Funds election which it deems to be incomplete, unclear or
improper, the Participant’s Measurement Funds election then in effect shall
remain in effect (or, in the case of a deficiency in an initial Measurement
Funds election, the Participant shall be deemed to have filed no deemed
investment direction).  If the Committee
possesses (or is deemed to possess as provided in the previous sentence) at any
time directions as to Measurement Funds of less than all of the Participant’s
Account Balance, the Participant shall be deemed to have directed that the
undesignated portion of the Account Balance be deemed to be invested in a money
market, fixed income or similar Measurement Fund made available under the Plan
as determined by the Committee in its discretion.  Each Participant hereunder, as a condition to
his or her participation hereunder, agrees to indemnify and hold harmless the
Committee, the Compensation Committee and the Company, and their agents and
representatives, from any losses or damages of any kind relating to (i) the
Measurement Funds made available hereunder and (ii) any discrepancy between the
credits and debits to the Participant’s Account Balance based on the
performance of the Measurement Funds and what the credits and debits otherwise
might be in the case of an actual investment in the Measurement Funds.


 


(d)                                 Crediting or Debiting Method.  The performance of each elected Measurement
Fund (either positive or negative) will be determined by the Compensation
Committee, in its sole discretion, based on the performance of the Measurement
Funds themselves.  A Participant’s
Account Balance shall be credited or debited on a daily basis based on the
performance of each Measurement Fund selected by the Participant, or as  otherwise determined by the Compensation
Committee in its sole discretion, as though (i) a Participant’s Account Balance
were invested in the Measurement Fund(s) selected by the Participant, in the
percentages elected by the Participant as of such date, at the closing price on
such date; (ii) the portion of the Annual Deferral Amount that was actually
deferred was invested in the Measurement Fund(s) selected by the Participant,
in the percentages elected by the Participant, no later than the close of
business on the third (3rd) business day after the day on which such
amounts are actually deferred from the Participant’s Annual Base Salary,
Incentive Payments and/or Board Member Fees through reductions in his or her
payroll, at the closing price on such date; and (iii) any distribution made to
a Participant that decreases such Participant’s Account Balance ceased being
invested in the Measurement Fund(s), in the percentages applicable to such
date, no earlier than three (3) business days prior to the distribution, at the
closing price on such date.


 


(e)                                  No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation to his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall not be considered or construed in any
manner as an actual investment of his or her Account Balance in any such
Measurement


 


11
















 


Fund.  In
the event that the Company or the trustee (as that term is defined in the
Trust), in its own discretion, decides to invest funds in any or all of the
Measurement Funds, no Participant shall have any rights in or to such
investments themselves.  Without limiting
the foregoing, a Participant’s Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or
her behalf by the Company or the Trust; the Participant shall at all times
remain an unsecured general creditor of the Company.


 


(f)                                    Beneficiary Elections.  Each reference in this Section 3.9 to a
Participant shall be deemed to include, where applicable, a reference to a
Beneficiary.


 


3.10                           FICA and Other Taxes.


 


(a)                                  Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Company shall
withhold from that portion of the Participant’s Annual Base Salary and/or
Incentive Payments that are not being deferred, in a manner determined by the
Company, the Participant’s share of FICA and other employment taxes on the
Participant’s Annual Deferral Amount, Annual Company Matching Amount and Annual
Company Contribution Amount.  If
necessary, the Committee may reduce the Annual Deferral Amount, Annual Company
Matching Amount and Annual Company Contribution Amount in order to comply with
this Section 3.10.


 


(b)                                 Annual Company Matching Amounts or Annual Company
Contribution Amounts.  When a Participant becomes vested in a
portion of his or her Company Matching Account or Company Contribution Account,
the Company shall have the discretion to withhold from the Participant’s Annual
Base Salary and/or Incentive Payments that are not deferred, in a manner
determined by the Company, the Participant’s share of FICA and other employment
taxes.  If necessary, the Committee may
reduce the vested portion of the Participant’s Company Matching Account or
Company Contribution Account in order to comply with this Section 3.10.


 


3.11                           Distributions.  The Company, or the trustee of the Trust,
shall withhold from any payments made to a Participant under this Plan all
Federal, state and local income, employment and other taxes required to be
withheld by the Company, or the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined in the sole discretion of
the Company and the trustee of the Trust.


 


ARTICLE 4

Short-Term Payout, Unforeseeable Financial Emergencies, Withdrawal Election


 


4.1                                 Short-Term Payout.  In connection with either (i) the Annual
Deferral and Annual Company Matching Amounts or (ii) effective September 17,
2004, the Annual Company Contribution Amount, a Participant may irrevocably
elect to receive a future “Short-Term Payout” from the Plan with respect to
either or both of such Amounts.  Subject
to the Deduction Limitation, the Short-Term Payout shall be a lump sum payment
in an amount that is equal to (i) the Annual Deferral and vested Annual Company
Matching Amounts


 


12
















 


and/or
(ii) the vested Annual Company Contribution Amount, plus amounts credited or
debited thereto in the manner provided in Section 3.9 above on those Amounts,
determined at the time that each vested portion of a Short-Term Payout becomes
payable.  Subject to the Deduction
Limitation and the other terms and conditions of this Plan, each Short-Term
Payout elected shall be paid out, to the extent vested, during a period
beginning one (1) day and ending sixty (60) days after the last day of any Plan
Year designated by the Participant that is at least two (2) Plan Years after
the Plan Year in which the Annual Deferral Amount, the Annual Company Matching
Amount and the Annual Company Contribution Amount have been contributed to the
Plan.  Unvested amounts of an Annual
Company Matching Amount or an Annual Company Contribution Amount for which a
Short-Term Payout has been elected shall be paid out during a sixty (60) day
period commencing on the first day of the Plan Year subsequent to the Plan Year
in which additional amounts of the Annual Company Matching Amount or the Annual
Company Contribution Amount vest.  By way
of example, if a two (2) year Short-Term Payout is elected for amounts that
have been contributed in the Plan Year commencing January 1, 2004, the two (2)
year Short-Term Payout would become payable, to the extent vested, during a
sixty (60) day period commencing January 1, 2007.  Amounts which vest during 2007 and 2008 would
become payable during the sixty (60) day period commencing January 1, 2008 and
January 1, 2009, respectively.


 


With respect to Annual Company Contribution Amounts
made prior to September 17, 2004, a Participant may irrevocably elect, prior to
November 17, 2004, to receive a future Short-Term Payout from the Plan, to the
extent vested, during a period beginning one (1) day and ending sixty (60) days
after any Plan Year beginning on and after January 1, 2007.  Unvested amounts of the Annual Company
Contribution Amounts for which a Short-Term Payout has been elected pursuant to
this paragraph shall be paid out during a sixty (60) day period commencing on
the first day of the Plan Year subsequent to the Plan Year in which the
additional amounts of the Annual Company Contribution Amounts vest.


 


Notwithstanding the provisions of the preceding
paragraphs or any other provision of this Plan that may be construed to the
contrary, a Participant who is an active Employee or active Board Member may,
with respect to each Short-Term Payout, on a form determined by the Committee,
make one additional deferral election (a “Subsequent Election”) to defer
payment of such Short-Term Payout to a Plan Year subsequent to the Plan Year
originally elected; provided, however, any such Subsequent Election will be
null and void unless accepted by the Committee no later than one (1) year prior
to the first day of the Plan Year in which, but for the Subsequent Election,
such Short-Term Payout would initially be payable, and such Subsequent Election
is at least two (2) Plan Years from the Plan Year in which the Short-Term
Payout, but for the Subsequent Election, would be paid.


 


4.2                                 Other Benefits Take Precedence Over Short-Term Payout. 
Should an event occur that triggers a benefit under Article 5, 6, 7 or
8, any Annual Deferral Amount or vested Annual Company Matching Amount, plus
amounts credited or debited thereon, that is subject to a Short-Term Payout
election under Section 4.1 shall not be paid in accordance with Section 4.1 but
shall be paid in accordance with the other applicable Article.


 


4.3                                 Withdrawal Payout, Suspensions for Unforeseeable Financial
Emergencies.  If the Participant experiences an
Unforeseeable Financial Emergency, the Participant may


 


13
















 


petition
the Compensation Committee to (i) suspend any deferrals required to be made by
a Participant and/or (ii) receive a partial or full payout from the Plan.  The payout shall not exceed the lesser of the
Participant’s vested Account Balance, calculated as if such Participant were
receiving a Termination Benefit, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency.  If,
subject to the sole discretion of the Compensation Committee, the petition for
a suspension and/or payout is approved, suspension shall take effect upon the
date of approval and any payout shall be made within sixty (60) days of the
date of approval.  The payment of any
amount under this Section 4.3 shall not be subject to the Deduction Limitation.


 


4.4                                 Withdrawal Election.  A Participant (or, after a Participant’s
death, his or her Beneficiary) may elect, at any time, to withdraw all of his
or her vested Account Balance, calculated as if there had occurred a
Termination of Employment as of the day of the election, less a withdrawal
penalty equal to ten percent (10%) of such amount (the net amount shall be
referred to as the “Withdrawal Amount”). 
This election can be made at any time, before or after Retirement,
Disability, death or Termination of Employment, and whether or not the
Participant (or his or her Beneficiary) is in the process of being paid
pursuant to an installment payment schedule. 
If made before Retirement, Disability or death, a Participant’s
Withdrawal Amount shall be his or her vested Account Balance calculated as if
there had occurred a Termination of Employment as of the day of the
election.  No partial withdrawals of the
Withdrawal Amount shall be allowed. The Participant (or his or her Beneficiary)
shall make this election by giving the Committee advance written notice of the
election in a form determined from time to time by the Committee.  The Participant (or his or her Beneficiary)
shall be paid the Withdrawal Amount as soon as practicable after his or her
election. Once the Withdrawal Amount is paid, the Participant’s participation
in the Plan shall terminate and the Participant shall not be eligible to
participate in the Plan for the remainder of the Plan Year in which the
withdrawal election is made and for the Plan Year that follows.  The payment of this Withdrawal Amount shall
not be subject to the Deduction Limitation. 
Any Participant who elects a withdrawal under this Section 4.4 shall be
subject to the bankruptcy regulations regarding preference payments.


 


ARTICLE 5

Retirement Benefit


 


5.1                                 Retirement Benefit.  Subject to the Deduction Limitation, a
Participant who Retires shall receive, as a Retirement Benefit, his or her
Account Balance.


 


5.2                                 Payment of Retirement Benefit.  A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect on an Election Form to receive the Retirement Benefit in a
lump sum or pursuant to a Yearly Installment Method of five (5), ten (10) or
fifteen (15) years.  The Participant may
change his or her election to an allowable alternative payout period by
submitting a new Election Form to the Committee, provided that any such
Election Form is submitted at least one (1) year prior to the Participant’s
Retirement and is accepted by the Committee in its sole discretion.  The Election Form most recently accepted by
the Committee shall govern the payout of the Retirement Benefit. If a
Participant does not make any election with respect to the payment of the
Retirement Benefit, then such benefit shall be payable in a lump sum.  The lump sum payment shall be made, or
installment payments shall commence, as soon as


 


14
















 


practicable
after the date of the Participant’s Retirement. 
Any payment made shall be subject to the Deduction Limitation.


 


5.3                                 Death Prior to Completion of Retirement Benefit.  If a
Participant dies after Retirement but before the Retirement Benefit is paid in
full, the Participant’s unpaid Retirement Benefit payments shall continue and
shall be paid to the Participant’s Beneficiary (i) over the remaining number of
years and in the same amounts as that benefit would have been paid to the
Participant had the Participant survived, or (ii) in a lump sum, if requested
by the Participant’s Beneficiary and allowed in the sole discretion of the Compensation
Committee, that is equal to the Participant’s unpaid remaining Account
Balance.  Any payment made hereunder
shall not be subject to the Deduction Limitation.


 


ARTICLE 6

Pre-Retirement Survivor Benefit


 


6.1                                 Pre-Retirement Survivor Benefit. The Participant’s Beneficiary shall receive
a Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance if
the Participant dies before he or she Retires, experiences a Termination of
Employment or suffers a Disability.


 


6.2                                 Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor Benefit shall
be paid in a lump sum as soon as practicable following the date of death.  Notwithstanding the foregoing, if the
Participant’s Account Balance at the time of his or her death is twenty-five
thousand dollars ($25,000) or greater, the Compensation Committee may, in its
sole discretion, cause the Pre-Retirement Survivor Benefit to be paid pursuant
to a Yearly Installment Method of not more than five (5) years to commence as
soon as practicable following the date of death.  Any payment made hereunder shall not be
subject to the Deduction Limitation.


 


ARTICLE 7

Termination Benefit, Change in Control Benefit


 


7.1                                 Termination Benefit.  Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall be equal to the
Participant’s vested Account Balance if a Participant experiences a Termination
of Employment prior to his or her Retirement, death or Disability.


 


7.2                                 Payment of Termination Benefit. If the Participant’s vested Account Balance
at the time of his or her Termination of Employment is less than fifty thousand
dollars ($50,000), payment of his or her Termination Benefit shall be paid in a
lump sum.  If the Participant’s vested
Account Balance at such time is equal to or greater than that amount, the
Compensation Committee may, in its sole discretion, cause payment of the
Participant’s Termination Benefit to be made pursuant to a Yearly Installment
Method of not more than five (5) years. 
The lump sum payment shall be made, or installment payments shall
commence, as soon as practicable following the date of Termination of
Employment.  Any payment made shall be
subject to the Deduction Limitation.


 


15
















 


7.3                                 Change in Control Benefit.  Notwithstanding anything herein to the contrary, upon a Change in
Control of the Company, each Participant shall become entitled to receive his
or her entire Account Balance in a single lump sum payment on the sixtieth (60th)
day following the Change in Control (or as soon thereafter as is
administratively feasible). 
Notwithstanding the preceding, the Participant may irrevocably elect,
prior to the end of such sixty (60) day period, to waive his or her right to
receive such Change in Control distribution. 
If such waiver election is timely made, the Participant shall receive
his or her entire Account Balance as previously elected by the Participant.


 


ARTICLE 8

Disability Waiver and Benefit


 


8.1                                 Disability Waiver.


 


(a)                                  Waiver of Deferral.  Upon application, a Participant who is
determined by the Compensation Committee to be suffering from a Disability may
suspend for the period of the Disability that portion of the Annual Deferral
Amount commitment that would otherwise have been withheld from a Participant’s
Annual Base Salary, Incentive Payments and/or Board Member Fees for the Plan
Year during which the Participant first suffers a Disability.


 


(b)                                 Return to Work.  If a Participant returns to employment or
service as a Board Member with the Company after a Disability ceases, the
Participant may elect to defer an Annual Deferral Amount for the Plan Year
following his or her return to employment or service and for every Plan Year
thereafter while a Participant in the Plan; provided such deferral elections
are otherwise allowed and an Election Form is delivered to and accepted by the
Committee for each such election in accordance with Section 3.3 above.


 


8.2                                 Continued Eligibility, Disability Benefit.  A
Participant suffering a Disability shall, for benefit purposes under this Plan,
continue to be considered to be employed by, or in the service as a Board
Member of, the Company, and shall be eligible for the benefits provided for in
Articles 4, 5, 6 or 7 in accordance with the provisions of those Articles.  Notwithstanding the above, the Compensation
Committee shall have the right to, in its sole and absolute discretion and for
purposes of this Plan only, and must in the case of a Participant who is
otherwise eligible to Retire, deem the Participant to have experienced a
Termination of Employment, or in the case of a Participant who is eligible to
Retire, to have Retired, at any time (or in the case of a Participant who is
eligible to Retire, as soon as practicable) after such Participant is determined
to be suffering a Disability, in which case the Participant shall receive a
Disability Benefit equal to his or her Account Balance at the time of the
Compensation Committee’s determination; provided, however, that should the
Participant otherwise have been eligible to Retire, he or she shall be paid in
accordance with Article 5.  This
Disability Benefit shall be paid in a lump sum as soon as practicable following
the Compensation Committee’s exercise of such right.  Any payment made hereunder shall not be
subject to the Deduction Limitation.


 


16
















 


ARTICLE 9

Beneficiary Designation


 


9.1                                 Beneficiary.  Each
Participant shall have the right, at any time, to designate his or her
Beneficiary(ies) (both primary as well as contingent) to receive any benefits
payable under the Plan upon the death of a Participant.  The Beneficiary designated under this Plan
may be the same as or different from the Beneficiary designation under any
other plan of the Company in which the Participant participates.


 


9.2                                 Beneficiary Designation, Change.  A
Participant shall designate his or her Beneficiary by completing and signing
the Beneficiary Designation Form, and returning it to the Committee or its
designated agent.  A Participant shall
have the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the
Committee’s rules and procedures, as in effect from time to time. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled.  The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and accepted by
the Committee prior to his or her death.


 


9.3                                 Acknowledgment.  No
designation or change in designation of a Beneficiary shall be effective until
received and acknowledged in writing by the Committee or its designated agent.


 


9.4                                 No Beneficiary Designation.  If a Participant fails to designate
a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse, or, if the
Participant has no surviving spouse, the benefits remaining under the Plan to
be paid to a Beneficiary shall be payable to the executor or personal
representative of the Participant’s estate.


 


9.5                                 Doubt as to Beneficiary.  If the Committee has any doubt
as to the proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause the
Company to withhold such payments until this matter is resolved to the
Committee’s satisfaction.


 


9.6                                 Discharge of Obligations.  The payment of benefits under
the Plan to a person believed in good faith by the Committee to be a valid
Beneficiary shall fully and completely discharge the Company and the Committee
from all further obligations under this Plan with respect to the Participant,
and that Participant’s Plan Agreement shall terminate upon such full payment of
benefits.  Neither the Committee nor the
Company shall be obliged to search for any Participant or Beneficiary beyond
the sending of a registered letter to such last known address.  If the Committee notifies any Participant or
Beneficiary that he or she is entitled to an amount under the Plan and the
Participant or Beneficiary fails to claim such amount or make his or her
location known to the Committee within three (3) years thereafter, then, except
as otherwise required by law, if the location of one or more of the next of kin
of the Participant is known to the Committee, the Committee may direct distribution
of such amount to any one or more or all of such next of kin, and in such
proportions as the Committee determines. 
If the location of none of the foregoing persons can be determined, the
Committee shall have the right to direct that the amount


 


17
















 


payable
shall be deemed to be a forfeiture and paid to the Company, except that the
dollar amount of the forfeiture, unadjusted for deemed gains or losses in the
interim, shall be paid by the Company if a claim for the benefit subsequently
is made by the Participant or the Beneficiary to whom it was payable.  If a benefit payable to an unlocated
Participant or Beneficiary is subject to escheat pursuant to applicable state
law, neither the Committee nor the Company shall be liable to any person for
any payment made in accordance with such law.


 


ARTICLE 10

Leave of Absence


 


10.1                           Paid Leave of Absence.  If a Participant is authorized
by the Company for any reason to take a paid leave of absence from the service
of the Company, the Participant shall continue to be considered in the service
of the Company and the Annual Deferral Amount shall continue to be withheld
during such paid leave of absence in accordance with Section 3.4.


 


10.2                           Unpaid Leave of Absence.  If a Participant is authorized
by the Company for any reason to take an unpaid leave of absence from the
service of the Company, the Participant shall continue to be considered in the
service of the Company and the Participant shall be excused from making
deferrals until the earlier of the date the leave of absence expires or the
Participant returns to a paid employment or directorship status.  Upon such expiration or return, deferrals
shall resume for the remaining portion of the Plan Year in which the expiration
or return occurs, based on the deferral election, if any, made for that Plan
Year.  If no election was made for that
Plan Year, no deferral shall be withheld.


 


ARTICLE 11

Termination, Amendment or Modification


 


11.1                           Termination.  Although the Company anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee that
the Company will continue the Plan or will not terminate the Plan at any time
in the future.  Accordingly, the Company
reserves the right to discontinue its sponsorship of the Plan and/or to
terminate the Plan at any time with respect to any or all of its participating
Employees or Board Members, by action of the Board.  Upon a complete or partial termination of the
Plan, the Plan Agreements of the affected Participants shall terminate and
their vested Account Balances, determined as if they had experienced a
Termination of Employment on the date of Plan termination or, if Plan
termination occurs after the date upon which a Participant was eligible to
Retire, then with respect to that Participant as if he or she had Retired on
the date of Plan termination, shall be paid to the Participants in accordance
with their distribution elections in effect at the time of the Plan
termination; provided that, if the Participant requests and the Compensation
Committee, in its sole discretion, permits, payment may be made as soon as
practicable following Plan termination in a lump sum. The termination of the
Plan shall not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the date of
termination.


 


11.2                           Amendment.  The Company may, at any time, amend or modify
the Plan in whole or in part by the action of the Board; provided, however,
that no amendment or modification shall be effective to decrease or restrict
the value of a Participant’s vested Account Balance


 


18
















 


in
existence at the time the amendment or modification is made, calculated as if
the Participant had experienced a Termination of Employment as of the effective
date of the amendment or modification or, if the amendment or modification
occurs after the date upon which the Participant was eligible to Retire, the
Participant had Retired as of the effective date of the amendment or
modification.  The amendment or
modification of the Plan shall not affect any Participant or Beneficiary who
has become entitled to the payment of benefits under the Plan as of the date of
the amendment or modification; provided, however, that the Company shall have
the right to accelerate installment payments by paying the vested Account
Balance in a lump sum or pursuant to a Yearly Installment Method using fewer
years (provided that the present value of all payments that will have been
received by a Participant at any given point of time under the different
payment schedule shall equal or exceed the present value of all payments that
would have been received at that point in time under the original payment schedule).


 


11.3                           Plan Agreement.  Despite the provisions of
Sections 11.1 and 11.2 above, if a Participant’s Plan Agreement contains
benefits or limitations that are not in this Plan document, the Company may
only amend or terminate such provisions with the consent of the Participant.


 


11.4                           Effect of Payment.  The full payment of the
applicable benefit under Articles 4, 5, 6, 7 or 8 of the Plan shall completely
discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan and the Participant’s Plan Agreement shall
terminate.


 


11.5                           Amendment to Ensure Proper Characterization of the Plan.  Notwithstanding the previous Sections of this Article 11, the Plan may
be amended at any time, retroactively if required, if found necessary, in the
opinion of the Company, in order to ensure that the Plan is characterized as a
non-tax-qualified “top hat” plan of deferred compensation maintained for a
select group of management or highly compensated employees, as described under
ERISA Sections 201(2), 301(a)(3) and 401(a)(1), to ensure that amounts under
the Plan are not considered to be taxed to a Participant under the Federal
income tax laws prior to the Participant’s receipt of the amounts or to conform
the Plan and the Trust to the provisions and requirements of any applicable law
(including ERISA and the Code).


 


11.6                           Fail-safe Provision


 


(a)                                  Operation.  This
Section 11.6 shall become operative upon the enactment of any change in
applicable statutory law or the promulgation by the Internal Revenue Service of
a final regulation or other pronouncement having the force of law, which
statutory law, as changed, or final regulation or pronouncement, as
promulgated, would cause any Participant to include in his or her federal gross
income amounts accrued by the Participant under the Plan on a date (an “Early
Taxation Event”) prior to the date on which such amounts are made available to
him or her hereunder.


 


(b)                                 Affected Right or Feature
Nullified.  Notwithstanding any other Section of this
Plan to the contrary (but subject to subsection (c) below), as


 


19
















 


of
an Early Taxation Event, any right or feature of this Plan that would cause the
Early Taxation Event shall be null and void, to the extent, and only to the
extent, required to prevent the Participant from being required to include in
his or her federal gross income amounts accrued by the Participant under the
Plan prior to the date on which such amounts are made available to him or her
hereunder.  By way of example, but not by
way of limiting the generality of the foregoing, if a statute is enacted that
would require a Participant to include in his or her federal gross income
amounts accrued by the Participant under the Plan prior to the date on which such
amounts are made available to him or her because of the Participant’s right to
receive a distribution of a portion of his or her Account under Section 4.4,
the right of all Participants to receive distributions under Section 4.4 shall
be null and void as of the effective date of that statute.  If only a portion of a Participant’s Account
is impacted by the change in the law, then only such portion shall be subject
to this Section, with the remainder of the Account not so affected being
subject to such rights and features as if the law were not changed.  If the law only impacts Participants who have
a certain status with respect to the Company, then only such Participants shall
be subject to this Section.


 


(c)                                  Tax Distribution.  If
an Early Taxation Event is earlier than the date on which the statute,
regulation or pronouncement giving rise to the Early Taxation Event is enacted
or promulgated, as applicable (i.e., if the change in the law is retroactive),
there shall be distributed to each Participant, as soon as practicable
following such date of enactment or promulgation, the amounts that became
taxable on the Early Taxation Event.


 


ARTICLE 12

Administration


 


12.1                           Committee Duties.  This Plan shall be
administered by the Company’s Plan Committee, which, unless and until
reconstituted by the Board, shall be comprised of the Company’s (i) President
of Corporate Services, Chief Financial Officer and Treasurer, (ii) Vice
President, Finance and Corporate Controller and (iii) Benefits Administrator.  Members of the Committee may be Participants
under this Plan.  The Plan Committee
shall have the responsibility for the administration of the Plan, except to the
extent that any Plan administrative functions have been assigned hereunder to
the Compensation Committee.  In carrying
out its duties, the Plan Committee shall have the discretion and authority to
(i) interpret and enforce all appropriate rules and regulations for the
administration of this Plan and (ii) decide or resolve any and all questions
including interpretations of this Plan, as may arise in connection with the
Plan.  Any individual serving on the Plan
Committee who is a Participant shall not vote or act on any matter relating
solely to himself or herself.  When
making a determination or calculation, the Plan Committee shall be entitled to
rely on information furnished by a Participant or the Company.


 


12.2                           Agents.  In the administration of this Plan, both the
Plan Committee and the Compensation Committee may, from time to time, employ
agents and delegate to them such administrative duties as they see fit
(including acting through a duly appointed


 


20
















 


representative)
and may from time to time consult with counsel who may be counsel to the
Company.


 


12.3                           Binding Effect of Decisions.  The decision or action of both
the Plan Committee and the Compensation Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final and conclusive and binding upon all persons having any interest
in the Plan.


 


12.4                           Indemnity of Committees.  The Company shall indemnify
and hold harmless the members of both the Plan Committee and the Compensation
Committee, and any Employee to whom the duties of the Plan Committee or the
Compensation Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of willful misconduct by the Plan
Committee or the Compensation Committee or any of its members or any such
Employee.  This indemnification shall be
in addition to, and not in limitation of, any other indemnification protections
of the Plan Committee or the Compensation Committee.


 


12.5                           Company Information.  To enable the Plan Committee and the
Compensation Committee to perform their functions, the Company shall supply
full and timely information to them on all matters relating to the compensation
of the Participants, the date and circumstances of the Retirement, Disability,
death or Termination of Employment of the Participants, and such other
pertinent information as the Plan Committee or the Compensation Committee may
reasonably require.


 


ARTICLE 13

Other Benefits and Agreements


 


13.1                           Coordination with Other Benefits.  The
benefits provided for a Participant or a Participant’s Beneficiary under the
Plan are in addition to any other benefits available to such Participant under
any other plan or program for Employees or Board Members of the Company.  The Plan shall supplement and shall not
supersede, modify or amend any other plan or program except as may otherwise be
expressly provided.


 


ARTICLE 14

Claims Procedures


 


14.1                           Presentation of Claim.  Any Participant or Beneficiary
of a deceased Participant (such Participant or Beneficiary being referred to
below as a “Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant from
the Plan.  If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within
sixty (60) days after such notice was received by the Claimant.  All other claims must be made within one
hundred and eighty (180) days of the date on which the event that caused the
claim to arise occurred.  The claim must
state with particularity the determination desired by the Claimant.


 


21
















 


14.2                           Notification of Decision.  The Committee or the
Compensation Committee (if a claim relates to a function of the Compensation
Committee) shall consider a Claimant’s claim within a reasonable time, and
shall notify the Claimant in writing:


 


(a)                                  that
the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or


 


(b)                                 that
the Committee or the Compensation Committee has reached a conclusion contrary,
in whole or in part, to the Claimant’s requested determination, and such notice
must set forth in a manner calculated to be understood by the Claimant:


 


(i)                                     the
specific reason(s) for the denial of the claim, or any part of it;


 


(ii)                                  specific
reference(s) to pertinent provisions of the Plan upon which such denial was
based;


 


(iii)                               a
description of any additional material or information necessary for the
Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and


 


(iv)                              an
explanation of the claim review procedure set forth in Section 14.3 below.


 


14.3                           Review of a Denied Claim.  Within sixty (60) days after
receiving a notice from the Committee that a claim has been denied, in whole or
in part, a Claimant (or the Claimant’s duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim.  Thereafter, but not later than
thirty (30) days after the review procedure began, the Claimant (or the
Claimant’s duly authorized representative):


 


(a)                                  may
review pertinent documents;


 


(b)                                 may
submit written comments or other documents; and/or


 


(c)                                  may
request a hearing, which the Committee or the Compensation Committee (if a
claim relates to a function of the Compensation Committee), in its sole
discretion, may grant.


 


14.4                           Decision on Review.  The Committee or Compensation
Committee shall render its decision on review promptly, and not later than
sixty (60) days after the filing of a written request for review of the denial,
unless a hearing is held or other special circumstances require additional
time, in which case the Committee’s or Compensation Committee’s decision must
be rendered within one hundred and twenty (120) days after such date.  Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


 


(a)                                  specific
reasons for the decision;


 


(b)                                 specific
reference(s) to the pertinent Plan provisions upon which the decision was
based; and


 


(c)                                  such
other matters as the Committee or Compensation Committee deems relevant.


 


22
















 


14.5                           Legal Action.  A Claimant’s compliance with
the foregoing provisions of this Article 14 is a mandatory prerequisite to a
Claimant’s right to commence any legal action with respect to any claim for
benefits under this Plan.


 


ARTICLE 15

Trust


 


15.1                           Establishment of the Trust.  The Company has established
the Trust, and the Company intends, but is not required, to transfer over to
the Trust at least annually such assets as the Company determines, in its sole
discretion, are necessary to provide, on a present value basis, for its
respective future liabilities created with respect to the Annual Deferral
Amounts, Annual Company Contribution Amounts and Annual Company Matching
Amounts for the Participants.


 


15.2                           Interrelationship of the Plan and the Trust.  The
provisions of the Plan and the Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Company, Participants and the creditors of the Company to the assets
transferred to the Trust.  The Company
shall at all times remain liable to carry out its obligations under the Plan.


 


15.3                           Distributions from the Trust.  The
Company’s obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust, and any such distribution shall
reduce the Company’s obligations under this Plan.


 


ARTICLE 16

Miscellaneous


 


16.1                           Status of Plan.  The Plan is intended to be a
plan that is not qualified within the meaning of Code Section 401(a) and that
“is unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employee” within the meaning of ERISA Sections 201(2), 301(a)(3)
and 401(a)(1).  The Plan shall be
administered and interpreted to the extent possible in a manner consistent with
that intent.


 


16.2                           Unsecured General Creditor.  Participants and their
Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of the Company.  For purposes of the payment of benefits under
this Plan, any and all of the Company’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Company.  The Company’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


 


16.3                           Company’s Liability.  The Company’s liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as entered
into between the Company and a Participant. 
The Company shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan Agreement.


 


16.4                           Nonassignability.  Neither a Participant nor any
other person shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any,


 


23
















 


payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable.  No part of the amounts payable shall, prior
to actual payment, be subject to seizure, attachment, garnishment or sequestration
for the payment of any debts, judgments, alimony or separate maintenance owed
by a Participant or any other person, be transferable by operation of law in
the event of a Participant’s or any other person’s bankruptcy or insolvency or
be transferable to a spouse as a result of a property settlement or otherwise.


 


16.5                           Not a Contract of Employment.  The terms and conditions of
this Plan shall not be deemed to constitute a contract of employment between
the Company and the Participant.  Such
employment is hereby acknowledged to be an “at will” employment relationship
that can be terminated at any time for any reason, or no reason, with or
without cause, and with or without notice, unless expressly provided in a
written employment agreement.  Nothing in
this Plan shall be deemed to give a Participant the right to be retained in the
service of the Company either as an Employee or Board Member, or to interfere
with the right of the Company to discipline or discharge the Participant at any
time.


 


16.6                           Furnishing Information.  A Participant or his or her
Beneficiary will cooperate with the Committee or Compensation Committee by
furnishing any and all information requested by the Committee or Compensation
Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Committee or Compensation Committee may deem necessary.


 


16.7                           Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would so
apply.


 


16.8                           Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


 


16.9                           Governing Law.  Subject to ERISA, the
provisions of this Plan shall be construed and interpreted according to the
internal laws of Delaware without regard to its conflicts of laws principles.


 


16.10                     Notice.  Any notice or filing required or permitted to
be given to the Committee or the Compensation Committee under this Plan shall
be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:


 


President of Corporate
Services, Chief Financial Officer and Treasurer


The J. Jill Group, Inc.


4 Batterymarch Park


Quincy, Massachusetts  02169


 


Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration
or certification.


 


24
















 


Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to
the last known address of the Participant.


 


16.11                     Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Company and its successors and assigns and the
Participant and the Participant’s designated Beneficiaries.


 


16.12                     Spouse’s Interest.  The interest in the benefits
hereunder of a spouse of a Participant who has predeceased the Participant
shall automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse’s will, nor
shall such interest pass under the laws of intestate succession.


 


16.13                     Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.


 


16.14                     Incompetent.  If the Committee determines in
its discretion that a benefit under this Plan is to be paid to a minor, a
person declared incompetent or to a person incapable of handling the
disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and
custody of such minor, incompetent or incapable person.  The Committee may require proof of minority,
incompetence, incapacity or guardianship, as it may deem appropriate prior to
distribution of the benefit.  Any payment
of a benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.


 


16.15                     Court Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party.  In
addition, if a court determines that a spouse or former spouse of a Participant
has an interest in the Participant’s benefits under the Plan in connection with
a property settlement or otherwise, the Committee, in its sole discretion,
shall have the right, notwithstanding any election made by a Participant, to
immediately distribute the spouse’s or former spouse’s interest in the
Participant’s benefits under the Plan to that spouse or former spouse.


 


16.16                     Distribution in the Event of
Taxation.


 


(a)                                  In General.  If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the Participant prior
to receipt, the Participant may petition the Compensation Committee, for a distribution
of that portion of his or her benefit that has become taxable.  Upon the grant of such a petition, which
grant shall not be unreasonably withheld (and, after a Change in Control, shall
be granted), the Company shall distribute to the Participant immediately
available funds in an amount equal to the taxable portion of his or her benefit
(which amount shall not exceed a Participant’s unpaid vested Account Balance
under the Plan).  If the petition is
granted, the tax liability distribution shall be made within ninety (90) days
of the date when the Participant’s petition is granted.  Such a distribution shall affect and reduce
the benefits to be paid under this Plan.


 


25
















 


(b)                                 Trust.  If the Trust terminates in accordance with
the provisions of the Trust and benefits are distributed from the Trust to a
Participant in accordance with such provisions, the Participant’s benefits
under this Plan shall be reduced to the extent of such distributions.


 


16.17                     Insurance.  The Company, on its  own behalf or on behalf of the trustee of the Trust, and, in its
sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may choose.  The Company or the trustee of the Trust, as
the case may be, shall be the sole owner and beneficiary of any such
insurance.  The Participant shall have no
interest whatsoever in any such policy or policies, and at the request of the
Company shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to whom the Company has applied for insurance.


 


IN
WITNESS WHEREOF, the Company has signed this Plan document, as amended and
restated, as of September 17, 2004.


 


	
   

  	
  The
  J. Jill Group, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Olga L. Conley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive
  Vice President / Chief Financial

  
	
   

  	
  Title:

  	
  Officer
  and Treasurer

  	
   

  



 


26