Exhibit
10.4


Intermec Deferred Compensation Plan


IMPORTANT NOTE


This document has
not been approved by the Department of Labor, Internal Revenue Service or any
other governmental entity.  An adopting
Employer must determine whether the Plan is subject to the Federal securities
laws and the securities laws of the various states.  An adopting Employer may not rely on this
document to ensure any particular tax consequences or to ensure that the Plan
is “unfunded and maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees”
under Title I of the Employee Retirement Income Security Act of 1974, as
amended, with respect to the Employer’s particular situation.  Fidelity Investments Institutional Operations
Company, Inc., its affiliates and employees cannot provide you with legal
advice in connection with the execution of this document.  This document should be reviewed by the
Employer’s attorney prior to execution.


April 2006















 


 


TABLE OF CONTENTS


	
  PREAMBLE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 1 – GENERAL

  	
   

  
	
  1.1

  	
  Plan

  	
   

  
	
  1.2

  	
  Effective Dates

  	
   

  
	
  1.3

  	
  Grandfathering of Amounts Not Subject to Code
  Section 409A

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 – DEFINITIONS

  	
   

  
	
  2.1

  	
  Account

  	
   

  
	
  2.2

  	
  Administrator

  	
   

  
	
  2.3

  	
  Adoption Agreement

  	
   

  
	
  2.4

  	
  Beneficiary

  	
   

  
	
  2.5

  	
  Board or Board of Directors

  	
   

  
	
  2.6

  	
  Bonus

  	
   

  
	
  2.7

  	
  Change in Control

  	
   

  
	
  2.8

  	
  Code

  	
   

  
	
  2.9

  	
  Compensation

  	
   

  
	
  2.10

  	
  Director

  	
   

  
	
  2.11

  	
  Disabled

  	
   

  
	
  2.12

  	
  Eligible Employee

  	
   

  
	
  2.13

  	
  Employer

  	
   

  
	
  2.14

  	
  ERISA

  	
   

  
	
  2.15

  	
  Identification Date

  	
   

  
	
  2.16

  	
  Key Employee

  	
   

  
	
  2.17

  	
  Participant

  	
   

  
	
  2.18

  	
  Plan

  	
   

  
	
  2.19

  	
  Plan Sponsor

  	
   

  
	
  2.20

  	
  Plan Year

  	
   

  
	
  2.21

  	
  Related Employer

  	
   

  
	
  2.22

  	
  Retirement

  	
   

  
	
  2.23

  	
  Separation from Service

  	
   

  
	
  2.24

  	
  Unforeseeable Emergency

  	
   

  
	
  2.25

  	
  Valuation Date

  	
   

  
	
  2.26

  	
  Years of Service

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 – PARTICIPATION

  	
   

  
	
  3.1

  	
  Participation

  	
   

  
	
  3.2

  	
  Termination of Participation

  	
   

  



 



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  ARTICLE 4 – PARTICIPANT CONTRIBUTIONS

  	
   

  
	
   

  	
   

  
	
  4.1

  	
  Deferral Agreement

  	
   

  
	
  4.2

  	
  Amount of Deferral

  	
   

  
	
  4.3

  	
  Timing of Election to Defer

  	
   

  
	
  4.4

  	
  Election of Payment Schedule and Form of Payment

  	
   

  
	
  4.5

  	
  2005 Transitional Rules

  	
   

  
	
  4.6

  	
  2006 Transitional Rule

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 – EMPLOYER CONTRIBUTIONS

  	
   

  
	
  5.1

  	
  Matching Contributions

  	
   

  
	
  5.2

  	
  Other Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 – ACCOUNTS AND CREDITS

  	
   

  
	
  6.1

  	
  Establishment of Account

  	
   

  
	
  6.2

  	
  Credits to Account

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 – INVESTMENT OF CONTRIBUTIONS

  	
   

  
	
  7.1

  	
  Investment Options

  	
   

  
	
  7.2

  	
  Adjustment of Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 – RIGHT TO BENEFITS

  	
   

  
	
  8.1

  	
  Vesting

  	
   

  
	
  8.2

  	
  Death

  	
   

  
	
  8.3

  	
  Disability

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 – DISTRIBUTION OF BENEFITS

  	
   

  
	
  9.1

  	
  Amount of Benefits

  	
   

  
	
  9.2

  	
  Method and Timing of Distributions

  	
   

  
	
  9.3

  	
  Unforeseeable Emergency

  	
   

  
	
  9.4

  	
  Termination Before Retirement

  	
   

  
	
  9.5

  	
  Cashouts of Amounts Not Exceeding Stated Limit

  	
   

  
	
  9.6

  	
  Key Employees

  	
   

  
	
  9.7

  	
  Change in Control

  	
   

  
	
  9.8

  	
  Permissible Delays in Payment

  	
   

  



 



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  ARTICLE 10 – AMENDMENT AND TERMINATION

  	
   

  
	
  10.1

  	
  Amendment by Employer

  	
   

  
	
  10.2

  	
  Retroactive Amendments

  	
   

  
	
  10.3

  	
  Plan Termination

  	
   

  
	
  10.4

  	
  Distribution Upon Termination of the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 – THE TRUST

  	
   

  
	
  11.1

  	
  Establishment of Trust

  	
   

  
	
  11.2

  	
  Grantor Trust

  	
   

  
	
  11.3

  	
  Investment of Trust Funds

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 – PLAN ADMINISTRATION

  	
   

  
	
  12.1

  	
  Powers and Responsibilities of the Administrator

  	
   

  
	
  12.2

  	
  Claims and Review Procedures

  	
   

  
	
  12.3

  	
  Plan Administrative Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 – MISCELLANEOUS

  	
   

  
	
  13.1

  	
  Unsecured General Creditor of the Employer

  	
   

  
	
  13.2

  	
  Employer’s Liability

  	
   

  
	
  13.3

  	
  Limitation of Rights

  	
   

  
	
  13.4

  	
  Anti-Assignment

  	
   

  
	
  13.5

  	
  Facility of Payment

  	
   

  
	
  13.6

  	
  Notices

  	
   

  
	
  13.7

  	
  Tax Withholding

  	
   

  
	
  13.8

  	
  Indemnification

  	
   

  
	
  13.9

  	
  Permitted Acceleration of Payment

  	
   

  
	
  13.10

  	
  Governing Law

  	
   

  



 



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PREAMBLE


The Plan is intended to
be a “plan which 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 employees” within the meaning of Sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended, and is further intended to conform with the requirements of Internal
Revenue Code Section 409A and shall be implemented and administered in a manner
consistent therewith.















 


 


ARTICLE
1 – GENERAL


1.1                               Plan.
The Plan will be referred to by the name specified in the Adoption
Agreement.


1.2                               Effective
Dates.


(a)                                  Original
Effective  Date. The Original Effective Date is the date as of
which the Plan was initially adopted.


(b)                                 Amendment
Effective  Date. The Amendment Effective Date is the date
specified in the Adoption Agreement as of which the Plan is amended and
restated.


(c)                                  Special
Effective  Date. A Special Effective Date may apply to any given
provision if so specified in Appendix C of the Adoption Agreement. A Special
Effective Date will control over the Original Effective Date or Amendment
Effective Date, whichever is applicable, with respect to such provision of the
Plan.


1.3                               Grandfathering
of Amounts Not Subject to Code Section 409A


If the Plan Sponsor has elected to treat amounts
deferred before January 1, 2005 that are earned and vested on December 31, 2004
as subject to the provisions of the Plan as in effect on December 31, 2004,
such grandfathered amounts will be separately accounted for and administered in
accordance with the terms of the Plan as in effect on such date, except as
otherwise provided in this Plan document. A summary of the grandfathered
provisions is set forth in Appendix B of the Adoption Agreement.



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ARTICLE
2 – DEFINITIONS


Pronouns
used in the Plan are in the masculine gender but include the feminine gender
unless the context clearly indicates otherwise. Wherever used herein, the
following terms have the meanings set forth below, unless a different meaning
is clearly required by the context:


2.1                               “Account”
means an account established for the purpose of recording amounts credited on
behalf of a Participant and any income, expenses, gains, losses or
distributions included thereon. The Account 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 pursuant to the Plan.


2.2                               “Administrator”
means the person or persons designated by the Employer in Section 1.05 of the
Adoption Agreement to be responsible for the administration of the Plan. If no
Administrator is designated in the Adoption Agreement, the Administrator is the
Employer.


2.3                               “Adoption
Agreement” means the agreement adopted by the Plan Sponsor that establishes
the Plan.


2.4                               “Beneficiary”
means the persons, trusts, estates or other entitities entitled under
Section 8.2 to receive benefits under the Plan upon the death of a Participant.


2.5                               “Board”
or “Board of Directors” means the Board of Directors of the Plan Sponsor.


2.6                               “Bonus”
means an amount of incentive remuneration payable by the Employer to a
Participant.


2.7                               “Change
in Control” means the occurrence of an event involving the Employer that is
described in Section 9.7.


2.8                               “Code”
means the Internal Revenue Code of 1986, as amended.


2.9                               “Compensation”
means the total cash and non-cash remuneration provided to Participant by the
Employer for professional services rendered during a Plan Year, whether or not
includible in the gross income of the Participant for Federal income tax
purposes, including bonuses but excluding reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation and welfare benefits. Alternatively, Compensation has the meaning
specified in Section 3.01b of the Adoption Agreement. In the case of a
Director, 



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Compensation means the total of (1) the fees paid to
the Director for attendance at meetings of the Board or meetings of the Board’s
committees, and (2) the annual retainer fee paid to the Director for service on
the Board or committee(s) of the Board, including the Board retainer, committee
chair and member retainers and any other form of retainer paid to a Director
for service on the Board.


2.10                        “Director”
means a non-employee member of the Board who has been designated by the
Employer as eligible to participate in the Plan.


2.11                        “Disabled”
 means a determination by the
Administrator that the Participant is either (1) unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (2) is,
by reason of any medically determinable physical or mental impairment which can
be expected to result in death or last for a continuous period of not less than
twelve months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Employer. A Participant will be considered Disabled if he is determined to be
totally disabled by the Social Security Administration.


2.12                        “Eligible
Employee” means an employee of the Employer who is determined by the
Administrator to be a member of a select group of management or highly
compensated employees within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA and who satisfies the requirements in Section 2.01 of the
Adoption Agreement.


2.13                        “Employer”
means the Plan Sponsor and any other entity which is authorized by the Plan
Sponsor to participate in and, in fact, does adopt the Plan.


2.14                        “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.


2.15                        “Identification
Date” means the date as of which Key Employees are determined which is
specified in Section 1.06 of the Adoption Agreement.


2.16                        “Key
Employee” means a ‘specified employee’ within the meaning of Section
409A(a)(2)(B)(i) of the Code who satisfies the conditions set forth in Section
9.6.


2.17                        “Participant”
means an Eligible Employee or Director who commences participation in the
Plan in accordance with Article 3.



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2.18                        “Plan” means
the unfunded plan of deferred compensation set forth herein, including the
Adoption Agreement and any trust agreement, as adopted by the Employer and as
amended from time to time.


2.19                        “Plan
Sponsor” means the entity specified in the Adoption Agreement.


2.20                        “Plan Year”
means the period specified in the Adoption Agreement.


2.21                        “Related
Employer” means the Employer and (a) any corporation that is a member of a
controlled group of corporations as defined in Section 414(b) of the Code that
includes the Employer and (b) any trade or business that is under common
control as defined in Section 414(c) of the Code that includes the Employer.


2.22                        “Retirement”
has the meaning specified in 6.01f of the Adoption Agreement.


2.23                        “Separation
from Service” means the date that the Participant dies, retires or
otherwise has a termination of employment with respect to all entities
comprising the Related Employer. A Separation from Service does not occur if
the Participant is on military leave, sick leave or other bona fide leave of
absence if the period of leave does not exceed six months or such longer period
during which the Participant’s right to re-employment is provided by statute or
contract. If the period of leave exceeds six months and the Participant’s right
to re-employment is not provided either by statute or contract, a Separation
from Service will be deemed to have occurred on the first day following the
six-month period.


2.24                        “Unforeseeable
Emergency” means a severe financial
hardship of the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or the Participant’s dependent (as
defined in Code Section 152(a)); loss of the Participant’s property due to
casualty; or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.


2.25                        “Valuation
Date” means each business day of the Plan Year and such other date(s) as
designated by the Employer.


2.26                        “Years of
Service” means each one year period for which the Participant receives
service credit in accordance with the provisions of Section 7.01d of the
Adoption Agreement.



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ARTICLE 3 – PARTICIPATION


3.1                               Participation.
The Participants in the Plan shall be those Directors and those “management”
or “highly compensated” employees of the Employer within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA who satisfy the requirements
of Section 2.01 of the Adoption Agreement.


3.2                               Termination
of Participation. The Administrator may terminate a Participant’s
participation in the Plan but any such termination at the direction of the
Administrator shall not take effect until the first day of the next Plan Year.



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ARTICLE 4 – PARTICIPANT
CONTRIBUTIONS


4.1                               Deferral Agreement. Each Eligible
Employee and Director may elect to defer his Compensation within the meaning of
Section 3.01 of the Adoption Agreement by executing in writing or
electronically, a deferral agreement in accordance with rules and procedures
established by the Administrator and the provisions of this Article 4.


A new
deferral agreement must be timely executed for each Plan Year during which the
Eligible Employee or Director desires to defer Compensation. An Eligible
Employee or Director who does not timely execute a deferral agreement shall be
deemed to have elected zero deferrals of Compensation for such Plan Year.


If an
Eligible Employee or Director fails to have an executed deferral agreement in
effect for a Plan Year during which an Employer contribution pursuant to
Article 5 is made on his behalf, the Eligible Employee or Director will be
deemed to have elected to receive a lump sum distribution upon Separation from
Service.


A
deferral agreement may be changed or revoked during the period specified by the
Administrator. Except as provided in Section 9.3 or in Section 4.01c of the
Adoption Agreement, a deferral agreement becomes irrevocable at the close of
the specified period.


4.2                               Amount
of Deferral. An Eligible Employee or Director may elect to defer
Compensation in any amount permitted by Section 4.01a of the Adoption
Agreement.


4.3                               Timing of Election to Defer. Each
Eligible Employee or Director who desires to defer Compensation otherwise
payable during a Plan Year must execute a deferral agreement within the period
preceding the Plan Year specified by the Administrator. Each Eligible Employee
who desires to defer Compensation that is a Bonus must execute a deferral
agreement within the period preceding the Plan Year during which the Bonus is
earned that is specified by the Administrator, except that if the Bonus can be
treated as performance based compensation as described in Code Section
409A(a)(4)(B)(iii), the deferral agreement may be executed within the period
specified by the Administrator, which period, in no event, shall end after the
date which is six months prior to the end of the period during which the Bonus
is earned.



 4-1
 






 



 


Except as otherwise provided below, an employee who
is classified or designated as an Eligible Employee during a Plan Year or a
Director who is designated as eligible to participate during a Plan Year may
elect to defer Compensation otherwise payable during the remainder of such Plan
Year in accordance with the rules of this Section 4.3 by executing a deferral
agreement within the thirty (30) day period beginning on the date the employee
is classified or designated as an Eligible Employee or the date the Director is
designated as eligible, whichever is applicable, if permitted by Section 2.01
of the Adoption Agreement. If Compensation is based on a specified performance
period that begins before the Eligible Employee or Director executes his
deferral agreement, the election will be deemed to apply to the portion of such
Compensation equal to the total amount of Compensation for the performance
period multiplied by the ratio of the number of days remaining in the
performance period after the election over the total number of days in the
performance period. The rules of this paragraph shall not apply if the Eligible
Employee or Director has ever participated or is participating in a “Plan”
within the meaning of Prop. Reg. Sec. 1.409A-1(c) sponsored by the Employer.


4.4                               Election of Payment Schedule and Form of Payment.


At the
time an Eligible Employee or Director completes a deferral agreement, the
Eligible Employee or Director must elect a distribution event (which includes a
specified time) and a form of payment for the Compensation subject to the
deferral agreement from among the options the Administrator has made available
for this purpose and which are specified in 6.01b of the Adoption Agreement.


4.5                               2005 Transitional Rules


If
elected by the Employer in Section 13.01 of the Adoption Agreement, one or more
of the following transitional rules set forth in Notice 2005-1 shall apply
during calendar year 2005. Each transitional rule that applies during calendar
year 2005 will be implemented in accordance with rules and procedures
established by the Administrator.


(a)                                  New
Payment Elections.


A
Participant may make new payment elections with respect to amounts subject to
Code Section 409A provided the elections are made no later than December 31,
2005. The new payment elections may apply to amounts deferred before the date
of the election and can be made without regard to Code Sections 409A(a)(3) and
(4) and any inconsistent provisions in the Plan to the contrary. A Participant
who fails to make a new payment election in accordance with this Section 4.5(a)
with respect any 



 4-2
 






 



 


amount
subject to Code Section 409A for which a valid payment election was not made in
accordance with the Plan and the requirements of Code Section 409A will be
deemed to have made the default elections provided in Section 13.01a of the
Adoption Agreement.


If the
Employer elects not to permit new payment elections in accordance with this
Section 4.5(a), the default elections specified in Section 13.01a of the
Adoption Agreement will apply to all amounts subject to Code Section 409A that
were deferred prior to December 31, 2005 for which a valid payment election was
not made in accordance with the Plan and the requirements of Code Section 409A.


(b)                                 Elections
to terminate participation or cancel an outstanding election.


A
Participant may elect to terminate participation or cancel a deferral election
with respect to amounts subject to Code Section 409A. An election made pursuant
to this Section 4.5(b) may apply:  (i) to
all or part of calendar year 2005; (ii) to elective and/or nonelective deferred
compensation under the Plan; (iii) to all or any portion of the Plan; and/or
(iv) to one or more outstanding deferral elections with regard to amounts
subject to Code Section 409A. An election made pursuant to this Section 4.5(b)
includes a termination or cancellation that results in a lower amount of
deferral for the period without a complete elimination of deferrals. Any
election made pursuant to this Section 4.5(b) may be made without regard to
Code Sections 409A(a)(2), (3) and (4) and any inconsistent provisions in the
Plan to the contrary.


(c)                                  Prospective
Deferral Elections.


A
Participant may make a deferral election with respect to Compensation that has
not yet been paid or become payable at the time of the election, provided the
election is made no later than March 15, 2005. The prospective deferral
election may be made without regard to Code Section 409A(a)(4) and any
inconsistent provisions in the Plan to the contrary.


4.6                               2006 Transitional Rule


If
elected by the Employer in accordance with Section 13.02 of the Adoption Agreement,
the following transitional rule will apply during calendar year 2006. The rule
will be implemented in accordance with rules and procedures established by the
Administrator.



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A
Participant may make new payment elections with respect to amounts subject to
Code Section 409A provided: (1) the elections are made no later than December
31, 2006 and, (2) a Participant cannot in 2006 change payment elections with
respect to payments that would otherwise have become payable in 2006 or cause
payments to be made in 2006.


A
Participant who fails to make a new payment election in accordance with amount
subject to Code Section 409A for which a valid payment election was not made in
accordance with the Plan and the requirements of Code Section 409A will be
deemed to have made the default elections provided in Section 13.01a of the
Adoption Agreement.


If the
Employer elects not to permit new payment elections in accordance with this
Section 4.6, the default elections in Section 13.01a of the Adoption Agreement
will apply to all amounts subject to Code Section 409A for which a valid
payment election was not made in accordance with the Plan and the requirements
of Code Section 409A.



 4-4














 


 


ARTICLE 5 – EMPLOYER
CONTRIBUTIONS


5.1                               Matching Contributions. If elected by the Employer in Section
5.01a of the Adoption Agreement, the Employer will credit the Participant’s
Account with a matching contribution determined in accordance with the formula
specified in Section 5.01a of the Adoption Agreement. The matching contribution
will be credited to the Participant’s Account at the time specified in Section
5.01a(iii) of the Adoption Agreement.


5.2                               Other Contributions. If elected by the Employer in Section
5.01b of the Adoption Agreement, the Employer will credit the Participant’s
Account with a contribution determined in accordance with the formula or method
specified in Section 5.01b of the Adoption Agreement. The contribution will be
credited to the Participant’s Account at the time specified in Section
5.01b(iii) of the Adoption Agreement.



 5-1














 


 


ARTICLE 6 – ACCOUNTS AND CREDITS


6.1                               Establishment of Account. For accounting and computational purposes
only, the Administrator will establish and maintain an Account for each
Participant which will reflect the credits made pursuant to Section 6.2 along with
the earnings, expenses, gains and losses allocated thereto, attributable to the
hypothetical investments made with the amounts in the Participant’s Account as
provided in Article 7. The Administrator will establish and maintain such other
records and accounts, as it decides in its discretion to be reasonably required
or appropriate to discharge its duties under the Plan.


6.2                               Credits to Account. A Participant’s Account will be credited
for each Plan Year with the amount of his elective deferrals under Section 4.1
at the time the amount subject to the deferral election would otherwise have
been payable to the Participant and the amount of Employer contributions made
on his behalf under Article 5. Such amounts will be credited to the Participant’s
Account at the times specified, respectively, in Sections 5.01a(iii) and
5.01b(iii) of the Adoption Agreement.



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ARTICLE 7 – INVESTMENT OF
CONTRIBUTIONS


7.1                               Investment Options. The amount in a Participant’s Account
shall be treated as invested in the investment options designated for this
purpose by the Administrator and set forth in Appendix A to the Adoption Agreement.


7.2                               Adjustment of Accounts. The amount in a Participant’s Account
shall be adjusted for hypothetical investment earnings, expenses, gains or
losses in an amount equal to the earnings, expenses, gains or losses
attributable to the investment options selected by the party designated in
Section 9.01 of the Adoption Agreement from among the investment options
provided in Section 7.1. If permitted by Section 9.01 of the Adoption
Agreement, a Participant may, in accordance with rules and procedures established
by the Administrator, select the investments from among the options provided in
Section 7.1 to be used for the purpose of calculating future hypothetical
investment adjustments to the Participant’s Account or to future credits to the
Account under Section 6.2 effective as the Valuation Date coincident with or
next following notice to the Administrator. The Account of each Participant
shall be adjusted as of each Valuation Date to reflect: (a) the hypothetical
earnings, expenses, gains and losses described above; (b) amounts credited
pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, the
Account of each Participant may be adjusted for its allocable share of the
hypothetical costs and expenses associated with the maintenance of the
hypothetical investments provided in Section 7.1.



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ARTICLE 8 – RIGHT TO BENEFITS


8.1                               Vesting. A Participant, at all times, has the 100%
nonforfeitable interest in the amounts credited to his Account attributable to
his elective deferrals made in accordance with Section 4.1.


A Participant’s right to
the amounts credited to his Account attributable to Employer contributions made
in accordance with Article 5 shall be determined in accordance with the
relevant schedule specified in Section 7.01 of the Adoption Agreement


8.2                               Death. The balance or remaining balance credited
to a Participant’s vested Account shall be paid to his Beneficiary at the time
specified in Section 6.01a of the Adoption Agreement in a single lump sum
payment following the date of death, unless additional forms of payment have
been made available for this purpose in Section 6.01b of the Adoption Agreement
and the Participant has made a valid election (or valid elections) of a form of
payment in accordance with the provisions of Article 4. If additional forms
have been made available, payment to the Beneficiary shall be made at the time
specified in Section 6.01a of the Adoption Agreement in the form elected by the
Participant in accordance with the provisions of Article 4. If multiple
Beneficiaries have been designated, each Beneficiary shall receive payment of
his specified portion of the Account at the time specified in Section 6.01a of
the Adoption Agreement in the form elected by the Participant.


A Participant may
designate a Beneficiary or Beneficiaries, or change any prior designation of
Beneficiary or Beneficiaries in accordance with rules and procedures
established by the Administrator.


A copy of the death
notice or other sufficient documentation must be filed with and approved by the
Administrator. If upon the death of the Participant there is, in the opinion of
the Administrator, no designated Beneficiary for part or all of the Participant’s
vested Account, such amount will be paid to his estate (such estate shall be
deemed to be the Beneficiary for purposes of the Plan) in a single lump sum
payment



 8-1
 






 



 


8.3                               Disability. The balance or remaining balance credited
to a Participant’s vested Account shall be paid to the Participant at the time
specified in Section 6.01a of the Adoption Agreement in a single lump sum cash
payment following the date a Participant incurs a Disability as defined in
Section 2.11, unless additional forms of payment have been made available for
this purpose in Section 6.01b of the Adoption Agreement and the Participant has
made a valid election of a different form of payment. If additional forms have
been made available, payment shall be made at the time specified in Section
6.01a of the Adoption Agreement and in the form elected by the Participant in
accordance with the provisions of Article 4. The Administrator, in its sole
discretion, shall determine whether a Participant has experienced a disability
for purposes of this Section 8.3.



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ARTICLE 9 – DISTRIBUTION OF
BENEFITS


9.1                               Amount of Benefits. The vested amount credited to a
Participant’s Account as determined under Articles 6, 7 and 8 shall determine
and constitute the basis for the value of benefits payable to the Participant
under the Plan.


9.2                               Method and Timing of Distributions. Except as otherwise provided in this Article 9, distributions under the Plan shall be
made in accordance with the elections made by the Participant under Article 4. Distributions
following a payment event shall commence at the time specified in Section 6.01a
of the Adoption Agreement. If permitted by Section 6.01g of the Adoption
Agreement, a Participant may elect, at least twelve months before a scheduled
distribution event, to delay the payment date for a minimum period of sixty
months from the originally scheduled date of payment. The re-deferral election
must be made in accordance with procedures and rules established by the
Administrator. The Participant may, at the same time the date of payment is
deferred, change the form of payment but such change in the form of payment may
not effect an acceleration of payment in violation of Section 409A of the Code.


9.3                               Unforeseeable Emergency. A Participant may request a distribution
due to an Unforeseeable Emergency if the Employer has elected to permit
Unforeseeable Emergency withdrawals under Section 8.01a of the Adoption
Agreement. The request must be in writing and must be submitted to the
Administrator along with evidence that the circumstances constitute an Unforeseeable
Emergency. The Administrator has the discretion to require whatever evidence it
deems necessary to determine whether a distribution is warranted. Whether a Participant has incurred an
Unforeseeable Emergency will be determined by the Administrator on the basis of
the relevant facts and circumstances in its sole discretion, but, in no event,
will an Unforeseeable Emergency be deemed to exist if the hardship can be
relieved:  (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the Participant’s
assets to the extent such liquidation would not itself cause severe financial
hardship, or (c) by cessation of deferrals under the Plan. A distribution due
to an Unforeseeable Emergency must be limited to the amount reasonably
necessary to satisfy the emergency need and may include any amounts necessary
to pay any federal, state or local income tax penalties reasonably anticipated
to result from the distribution. The distribution will be made in the
form of a single lump sum cash payment. If permitted by Section 8.01b of the
Adoption Agreement, a Participant’s deferral elections for the remainder of the
Plan Year will be cancelled upon a withdrawal due to Unforeseeable Emergency.



 9-1
 






 



 


9.4                               Termination Before Retirement. If the
Employer has elected a Separation from Service override in accordance with
Section 6.01d of the Adoption Agreement, the following provisions apply. A
Participant who experiences a Separation from Service before Retirement for any
reason other than death shall receive the vested amount credited to his Account
at the time specified in Section 6.01a of the Adoption Agreement in a single
lump sum payment following such termination or cessation of service regardless
of whether the Participant had made different elections of time or form of
payment as to the vested amounts credited to his Account or whether the
Participant was receiving installment payouts at the time of such termination.


9.5                               Cashouts Of Amounts Not Exceeding Stated Limit. If the
vested amount credited to the Participant’s Account does not exceed the limit
established for this purpose by the Employer in Section 6.01e of the Adoption
Agreement at the time he separates from service with the Employer for any
reason, the Employer shall distribute such amount to the Participant at the
time specified in Section 6.01a of the Adoption Agreement in a single lump sum
cash payment following such termination regardless of whether the Participant
had made different elections of time or form of payment as to the vested amount
credited to his Account or whether the Participant was receiving installments
at the time of such termination. A Participant’s Account, for purposes of this
Section 9.5, shall include any amounts described in Section 1.3.


9.6                               Key Employees. In no event shall a distribution made to
a Key Employee from his Account occur before the date which is six months after
the date of his Separation from Service with the Employer. For purposes of this
Section 9.6, a Key Employee means an employee of an Employer any of whose stock
is publicly traded on an established securities market or otherwise who
satisfies the requirements of Section 416(i)(1)(A)(i), (ii) or (iii), of the
Code, determined without regard to Section 416(i)(5) of the Code, at any time during
the twelve-month period ending on the Identification Date. An employee who is
determined to be a Key Employee on an Identification Date shall be treated as a
Key Employee for purposes of the six-month delay in distributions set forth in
this Section 9.6 for the twelve-month period beginning on the first day of the
fourth month following the Identification Date. Whether any stock of the
Employer is traded on an established securities market or otherwise is
determined on the date a Participant experiences a Separation from Service. Installment
distributions to a Key Employee that are delayed due to the application of the
requirements of this Section 9.6 shall commence as of the earliest date
permitted by Code Section 409A.


9.7                               Change in Control. If the Employer has elected to permit
distributions upon a Change in Control, the following provisions shall apply. A




 9-2
 






 



 


distribution made upon a
Change in Control will be made at the time specified in Section 6.01a of the
Adoption Agreement in the form elected by the Participant in accordance with
the procedures described in Article 4. A Change in Control will occur upon a
change in the ownership of the Plan Sponsor, a change in the effective control
of the Plan Sponsor or a change in the ownership of a substantial portion of
the assets of the Plan Sponsor. The Plan Sponsor, for this purpose, includes
any corporation identified in this Section 9.7.


If a Participant
continues to make deferrals in accordance with Article 4 after he has received
a distribution due to a Change in Control, the residual amount payable to the
Participant shall be paid at the time and in the form specified in the
elections he makes in accordance with Article 4 or upon his Death or Disability
as provided in Article 8.


Whether a Change in Control
has occurred will be determined by the Administrator in accordance with the
rules and definitions set forth in this Section 9.7. A distribution to the
Participant will be treated as occurring upon a Change in Control if the Plan
Sponsor terminates the Plan and distributes the Participant’s benefits within
twelve months of a Change in Control as provided in Section 10.3.


a)                            Relevant Corporations. To constitute a Change in Control for
purposes of the Plan, the event must relate to (i) the corporation for whom the
Participant is performing services at the time of the Change in Control, (ii)
the corporation that is liable for the payment of the Participant’s benefits
under the Plan (or all corporations liable if more than one corporation is
liable), or (iii) a corporation that is a majority shareholder of a corporation
identified in (i) or (ii), or any corporation in a chain of corporations in
which each corporation is a majority corporation of another corporation in the
chain, ending in a corporation identified in (i) or (ii). A majority
shareholder is defined as a shareholder owning more than fifty percent (50%) of
the total fair market value and voting power of such corporation.


b)                           Stock Ownership. Code Section 318(a) applies for purposes of
determining stock ownership. Stock underlying a vested option is considered
owned by the individual who owns the vested option (and the stock underlying an
unvested option is not considered owned by the individual who holds the
unvested option). If, however, a vested option is exercisable for stock that is
not substantially vested (as defined by Treasury Regulation Section 1.83-3(b)
and (j)) the stock underlying the option is not treated as owned by the
individual who holds the option. Mutual and cooperative corporations are
treated as having stock for purposes of this Section 9.7.



 9-3
 






 



 


c)                            Change in the Ownership of a Corporation. A change in the
ownership of a corporation occurs on the date that any one person or more than
one person acting as a group, acquires ownership of stock of the corporation
that, together with stock held by such person or group, constitutes more than
fifty percent (50%) of the total fair market value or total voting power of the
stock of such corporation. If any one person or more than one person acting as
a proxy is considered to own more than fifty percent (50%) of the total fair
market value or total voting power of the stock of a corporation, the
acquisition of additional stock by the same person or persons is not considered
to cause a change in the ownership of the corporation (or to cause a change in
the effective control of the corporation as discussed below in Section 9.7(d)).
An increase in the percentage of stock owned by any one person, or persons
acting as a group, as a result of a transaction in which the corporation
acquires its stock in exchange for property will be treated as an acquisition
of stock. Section 9.7(c) applies only when there is a transfer of stock of a
corporation (or issuance of stock of a corporation) and stock in such corporation
remains outstanding after the transaction. For purposes of this Section 9.7(c),
persons will not be considered to be acting as a group solely because they
purchase or own stock of the same corporation at the same time or as a result
of a public offering. Persons will, however, be considered to be acting as a
group if they are owners of a corporation that enters into a merger,
consolidation, purchase or acquisition of stock, or similar business
transaction with the corporation. If a person, including an entity, owns stock
in both corporations that enter into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is considered to
be acting as a group with other shareholders in a corporation prior to the transaction
giving rise to the change and not with respect to the ownership interest in the
other corporation.


d)                           Change in the effective control of a corporation. A change
in the effective control of a corporation occurs on the date that either (i)
any one person, or more than one person acting as a group, acquires (or has
acquired during the twelve month period ending on the date of the most recent
acquisition by such person or persons) ownership of stock of the corporation
possessing thirty-five (35%) or more of the total voting power of the stock of
such corporation, or (ii) a majority of members of the corporation’s board of
directors is replaced during any twelve month period by directors whose
appointment or election is not endorsed by a majority of the members of the
corporation’s board of directors prior to the date of the appointment or
election, provided that for purposes of this paragraph (ii), the term
corporation refers solely to the relevant corporation identified in Section
9.7(a) for which no other corporation is a majority shareholder for purposes of




 9-4
 






 



 


Section 9.7(a). In the absence of an event described
in Section 9.7(d)(i) or (ii), a change in the effective control of a
corporation will not have occurred. A change 
in effective control may also occur in any transaction in which either
of the two corporations involved in the transaction has a change in the
ownership of such corporation as described in Section 9.7(c) or a change in the
ownership of a substantial portion of the assets of such corporation as
described in Section 9.7(e). If any one person, or more than one person acting
as a group, is considered to effectively control a corporation within the
meaning of this Section 9.7(d), the acquisition of additional control of the
corporation by the same person or persons is not considered to cause a change
in the effective control of the corporation or to cause a change in the
ownership of the corporation within the meaning of Section 9.7(c). For purposes
of this Section 9.7(d), persons will or will not be considered to be acting as
a group in accordance with rules similar to those set forth in Section 9.7(c)
with the following exception. If a person, including an entity, owns stock in
both corporations that enter into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is considered to
be acting as a group with other shareholders in a corporation only with respect
to the ownership in that corporation prior to the transaction giving rise to
the change and not with respect to the ownership interest in the other
corporation.


e)                            Change in the ownership of a substantial portion of a corporation’s
assets. A change in the ownership of a substantial portion of a
corporation’s assets occurs on the date that any one person, or more than one
person acting as a group (as determined in accordance with rules similar to
those set forth in Section 9.7(d)), acquires (or has acquired during the twelve
month period ending on the date of the most recent acquisition by such person
or persons) assets from the corporation that have a total gross fair market
value equal to or more than forty percent (40%) of the total gross fair market
value of all of the assets of the corporation immediately prior to such
acquisition or acquisitions. For this purpose, gross fair market value means
the value of the assets of the corporation of the value of the assets being
disposed of determined without regard to any liabilities associated with such
assets. There is no Change in Control event under this Section 9.7(e) when
there is a transfer to an entity that is controlled by the shareholders of the
transferring corporation immediately after the transfer. A transfer of assets
by a corporation is not treated as a change in ownership of such assets if the
assets are transferred to (i) a shareholder of the corporation (immediately
before the asset transfer) in exchange for or with respect to its stock, (ii)
an entity, fifty percent (50%) or more of the total value or voting power of
which is owned, directly or indirectly, by the corporation, (iii) a person, or
more than one person acting as a 



 9-5
 






 



 


group, that owns, directly or indirectly, fifty
percent (50%) or more of the total value or voting power of all the outstanding
stock of the corporation, or (iv) an entity, at least fifty (50%) of the total
value or voting power of which is owned, directly or indirectly, by a person
described in Section 9.7(e)(iii). For purposes of the foregoing, and except as
otherwise provided, a person’s status is determined immediately after the
transfer of assets.


9.8                               Permissible Delays in Payment. Distributions
may be delayed beyond the date payment would otherwise occur in accordance with
the provisions of Articles 8 and 9 in any of the following circumstances. The
Employer may delay payment if it reasonably anticipates that its deduction with
respect to such payment would be limited or eliminated by the application of
Section 162(m) of the Code. Payment must be made at the earliest date at which
the Employer reasonably anticipates that the deduction of the payment amount
will not be eliminated or limited by Section 162(m) of the Code or the calendar
year in which the Participant Separates from Service. The Employer may also
delay payment if it reasonably anticipates that the payment will violate a term
of a loan agreement or other similar contract to which the Employer is a party
and such violation will cause material harm to the Employer. Payment must be
made at the earliest date on which the Employer reasonably anticipates that the
making of the payment will not cause a violation or the violation will no
longer cause material harm to the Employer. Payment cannot be delayed if the
facts and circumstances indicate that the Employer entered into the loan
agreement or similar contract not for legitimate business reasons but to avoid
the restrictions on deferral elections and subsequent deferral elections under
Section 409A of the Code. The Employer may also delay payment if it reasonably
anticipates that the making of the payment will violate Federal Securities Laws
or other applicable laws provided payment is made at the earliest date on which
the Employer reasonably anticipates that the making of the payment will not
cause such violation. The Employer also reserves the right to delay payment
upon such other events and conditions as the Secretary of the Treasury may
prescribe in generally applicable guidance published in the Internal Revenue
Bulletin.



 9-6














 


 


ARTICLE 10 – AMENDMENT AND
TERMINATION


10.1                        Amendment by Employer. The Plan Sponsor reserves the right to
amend the Plan (for itself and each Employer) through action of its Board of
Directors. An amendment must be in writing and executed by an officer authorized
to take such action. Each amendment shall be effective when approved by the
Board in its resolution. No amendment can directly or indirectly deprive any
current or former Participant or Beneficiary of all or any portion of his
Account which had accrued prior to the amendment.


10.2                        Retroactive Amendments. An amendment made by the Plan Sponsor in
accordance with Section 10.1 may be made effective on a date prior to the first
day of the Plan Year in which it is adopted if such amendment is necessary or
appropriate to enable the Plan to satisfy the applicable requirements of the
Code or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder. Any retroactive amendment by the Plan Sponsor
shall be subject to the provisions of Section 10.1.


10.3                        Plan Termination. If so elected by the Employer in 11.01 of
the Adoption Agreement, the Employer reserves the right to terminate the Plan
and distribute all amounts credited to all Participant Accounts within the 30
days preceding or the twelve months following a Change in Control as determined
in accordance with the rules set forth in Section 9.7. For this purpose, the
Plan will be treated as terminated only if all substantially similar
arrangements sponsored by the Employer are terminated so that all participants
under the Plan and all similar arrangements are required to receive all amounts
deferred under the terminated arrangements within twelve months of the date of
termination of the arrangements. In addition, the Employer reserves the right
to terminate the Plan within twelve months of a corporate dissolution taxed
under Section 331 of the Code or with the approval of a bankruptcy court
pursuant to United States Code Section 503(b)(1)(A) provided that amounts deferred
under the Plan are included in the gross incomes of Participants in the latest
of (1) the calendar year in which the termination occurs, (2) the calendar year
in which the amount is no longer subject to a substantial risk of forfeiture,
or (3) the first calendar year in which payment is administratively practicable.
The Employer retains the discretion to terminate the Plan if (1) all
arrangements sponsored by the Employer that would be aggregated with any
terminated arrangement under Prop. Reg. Section 1.409A-1(c) are terminated, (2)
no payments other than payments that would be payable under the terms of the
arrangements if the termination had not occurred are made within twelve months
of the termination of the arrangements, (3) all payments are made within
twenty-four months of the termination of the arrangements, (4) the Employer
does not adopt a new arrangement that would be aggregated with any terminated
arrangement under Prop. Reg. 



 10-1
 






 



 


Section 1.409A-1(c) at
any time within the five year period following the date of termination of the
arrangement. The Employer also reserves the right to terminate the Plan under
such conditions and events as may be prescribed by the Secretary of the
Treasury in generally applicable guidance published in the Internal Revenue
Bulletin.


10.4                        Distribution Upon Termination of the Plan. Except as
provided in Section 10.3, the Plan may not be terminated before the date on
which all amounts credited to all Participant Accounts have been distributed in
accordance with Articles 8 and 9.



 10-2














 


 


ARTICLE 11 – THE TRUST


11.1                        Establishment of Trust. The Plan Sponsor may but is not required
to establish a trust to hold amounts which the Plan Sponsor may contribute from
time to time to correspond to some or all amounts credited to Participants
under Section 6.2. If the Plan Sponsor elects to establish a trust in
accordance with Section 10.01 of the Adoption Agreement, the provisions of
Sections 11.2 and 11.3 shall become operative.


11.2                        Grantor Trust. Any trust established by the Plan Sponsor
shall be between the Plan Sponsor and a trustee pursuant to a separate written
agreement under which assets are held, administered and managed, subject to the
claims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’s
insolvency, until paid to the Participant and/or his Beneficiaries specified in
the Plan. The trust is intended to be treated as a grantor trust under the
Code, and the establishment of the trust shall not cause the Participant to
realize current income on amounts contributed thereto. The Plan Sponsor must
notify the trustee in the event of a lawsuit, bankruptcy or insolvency.


11.3                        Investment of Trust Funds. Any amounts
contributed to the trust by the Plan Sponsor shall be invested by the trustee
in accordance with the provisions of the trust and the instructions of the
Administrator. Trust investments need not reflect the hypothetical investments
selected by Participants under Section 7.1 for the purpose of adjusting
Accounts and the earnings or investment results of the trust shall not affect
the hypothetical investment adjustments to Participant Accounts under the Plan.



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ARTICLE 12 – PLAN ADMINISTRATION


12.1                        Powers and Responsibilities of the Administrator. The
Administrator has the full power and the full responsibility to administer the
Plan in all of its details, subject, however, to the applicable requirements of
ERISA. The Administrator’s powers and responsibilities include, but are not
limited to, the following:


(a)                                  To make and
enforce such rules and regulations as it deems necessary or proper for the
efficient administration of the Plan;


(b)                                 To interpret
the Plan, its interpretation thereof in good faith to be final and conclusive
on all persons claiming benefits under the Plan;


(c)                                  To decide
all questions concerning the Plan and the eligibility of any person to
participate in the Plan;


(d)                                 To
administer the claims and review procedures specified in Section 12.2;


(e)                                  To compute
the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the Plan;


(f)                                    To determine
the person or persons to whom such benefits will be paid;


(g)                                 To authorize
the payment of benefits;


(h)                                 To comply
with the reporting and disclosure requirements of Part 1 of Subtitle B of Title
I of ERISA;


(i)                                     To appoint
such agents, counsel, accountants, and consultants as may be required to assist
in administering the Plan;


(j)                                     By written
instrument, to allocate and delegate its responsibilities, including the
formation of an Administrative Committee to administer the Plan.



 12-1
 






 



 


12.2                        Claims and Review Procedures.


(a)                                  Claims
Procedure. If any person believes he is being denied any rights or
benefits under the Plan, such person may file a claim in writing with the
Administrator. If any such claim is wholly or partially denied, the
Administrator will notify such person of its decision in writing. Such
notification will contain (i) specific reasons for the denial, (ii) specific
reference to pertinent Plan provisions, (iii) a description of any additional
material or information necessary for such person to perfect such claim and an
explanation of why such material or information is necessary, and (iv)
information as to the steps to be taken if the person wishes to submit a
request for review. Such notification will be given within 90 days after the
claim is received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90-day period). If such notification is not given within
such period, the claim will be considered denied as of the last day of such
period and such person may request a review of his claim.


(b)                                 Review
Procedure. Within 60 days after the date on which a person receives a
written notification of denial of claim (or, if written notification is not
provided, within 60 days of the date denial is considered to have occurred),
such person (or his duly authorized representative) may (i) file a written
request with the Administrator for a review of his denied claim and of pertinent
documents and (ii) submit written issues and comments to the Administrator. The
Administrator will notify such person of its decision in writing. Such
notification will be written in a manner calculated to be understood by such
person and will contain specific reasons for the decision as well as specific
references to pertinent Plan provisions. The decision on review will be made
within 60 days after the request for review is received by the Administrator
(or within 120 days, if special circumstances require an extension of time for
processing the request, such as an election by the Administrator to hold a
hearing, and if written notice of such extension and circumstances is given to
such person within the initial 60-day period). If the decision on review is not
made within such period, the claim will be considered denied.



 12-2
 






 



 


12.3                        Plan Administrative Costs. All
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator in administering the Plan
shall be paid by the Employer.



 12-3














 


 


ARTICLE 13 – MISCELLANEOUS


13.1                        Unsecured General Creditor of the Employer. 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 Employer.
For purposes of the payment of benefits under the Plan, any and all of the
Employer’s assets shall be, and shall remain, the general, unpledged,
unrestricted assets of the Employer. Each Employer’s obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay money in the
future.


13.2                        Employer’s Liability. Each Employer’s liability for the payment
of benefits under the Plan shall be defined only by the Plan and by the
deferral agreements entered into between a Participant and the Employer. An
Employer shall have no obligation or liability to a Participant under the Plan
except as provided by the Plan and a deferral agreement or agreements. An
Employer shall have no liability to Participants employed by other Employers.


13.3                        Limitation of Rights. Neither the establishment of the Plan,
nor any amendment thereof, nor the creation of any fund or account, nor the
payment of any benefits, will be construed as giving to the Participant or any
other person any legal or equitable right against the Employer or
Administrator, except as provided herein; and in no event will the terms of
employment or service of the Participant be modified or in any way affected
hereby.


13.4                        Anti-Assignment. None of the benefits or rights of a
Participant or any Beneficiary of a Participant shall be subject to the claim
of any creditor. In particular, to the fullest extent permitted by law, all
such benefits and rights shall be free from attachment, garnishment, or any
other legal or equitable process available to any creditor of the Participant
and his or her Beneficiary. Neither the Participant nor his or her Beneficiary
shall have the right to alienate, anticipate, commute, pledge, encumber, or
assign any of the payments which he or she may expect to receive, contingently
or otherwise, under the Plan, except the right to designate a Beneficiary to
receive death benefits provided hereunder.


13.5                        Facility of Payment. If the Administrator determines, on the
basis of medical reports or other evidence satisfactory to the Administrator,
that the recipient of any benefit payments under the Plan is incapable of
handling his affairs by reason of minority, illness, infirmity or other
incapacity, the Administrator may direct the Employer to disburse such payments
to a person or institution designated by a court which has jurisdiction over
such recipient or a person or institution otherwise having the legal authority
under State law for the care and control of such recipient. The receipt by such
person or institution of any such payments therefore, and any such payment to
the extent thereof, shall 



 13-1
 






 



 


discharge the liability
of the Employer for the payment of benefits hereunder to such recipient.


13.6                        Notices. Any notice or other communication in
connection with the Plan shall be deemed delivered in writing if addressed as
provided below and if either actually delivered at said address or, in the case
or a letter, 5 business days shall have elapsed after the same shall have been
deposited in the United States mails, first-class postage prepaid and
registered or certified:


(a)                                  If it is
sent to the Employer or Administrator, it will be at the address specified by
the Employer; or


(b)                                 In each case
at such address as the addressee shall have specified by written notice
delivered in accordance with the foregoing to the addressor’s then effective
notice address.


13.7                        Tax Withholding. The Employer shall have the right to
deduct from all payments or deferrals made under the Plan any tax required by
law to be withheld. If the Employer concludes that tax is owing with respect to
any deferral or payment hereunder, the Employer shall withhold such amounts
from any payments due the Participant, as permitted by law, or otherwise make
appropriate arrangements with the Participant or his Beneficiary for
satisfaction of such obligation. Tax, for purposes of this Section 13.7 means
any federal, state, local or any other governmental income tax, employment or
payroll tax, excise tax, or any other tax or assessment owing with respect to
amounts deferred, any earnings thereon, and any payments made to Participants
under the Plan.


13.8                        Indemnification. Each Employer shall indemnify and hold
harmless each employee, officer, or director of an Employer to whom is
delegated duties, responsibilities, and authority with respect to the Plan
against all claims, liabilities, fines and penalties, and all expenses
reasonably incurred by or imposed upon him (including but not limited to
reasonable attorney fees) which arise as a result of his actions or failure to
act in connection with the operation and administration of the Plan to the
extent lawfully allowable and to the extent that such claim, liability, fine,
penalty, or expense is not paid for by liability insurance purchased or paid
for by an Employer. Notwithstanding the foregoing, an Employer shall not
indemnify any person for any such amount incurred through any settlement or
compromise of any action unless the Employer consents in writing to such
settlement or compromise.


13.9                        Permitted Acceleration of Payment. The Plan may
permit acceleration of the time or schedule of any payment or amount scheduled
to be paid pursuant to a payment under the Plan as provided in Section 10.3 and
this Section 13.9. The Plan may permit acceleration of payment (1) to an
individual other than the Participant as may be necessary to fulfill a domestic
relations order within the meaning of Section 414(p)(1)(B) of the Code, (2) to 



 13-2
 






 



 


comply with a
certificate of divestiture as defined  in
Section 1043(b)(2) of the Code, (3) to pay the Federal Insurance Contributions
Act (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Code
on compensation deferred under the Plan, (4) to pay the income tax under
Section 3401 of the Code or the corresponding withholding provisions of the applicable
state, local or foreign tax laws as a result of the payment of any FICA tax
described in (3) and to pay the additional income tax at source on wages
attributable to the pyramiding Section 3401 of the Code, wages and taxes, and
(5) to pay the amount required to be included in gross income as a result of
the failure of the Plan to comply with the requirements of Section 409A of the
Code. The total payment under (3) or (4) shall, in no event, exceed the
aggregate of the FICA tax and the income tax withholding related to such FICA
tax. The total payment under (5) shall, in no event, exceed the amount required
to be included in income as a result of the failure to comply with requirements
of Section 409A of the Code.


13.10                 Governing Law. The Plan will be construed, administered
and enforced according to ERISA, and to the extent not preempted thereby, the
laws of the State specified by the Employer in Section 12.01 of the Adoption
Agreement.



 13-3