AS IT RELATES TO ANY PARTICIPANT, THEN SUBJECT TO
ARTICLE 4.04, ALL AMOUNTS CREDITED TO EACH OF THE BOOK RESERVE ACCOUNTS OF EACH
AFFECTED PARTICIPANT SHALL BE 100 PERCENT VESTED AND SHALL BE PAID TO THE
PARTICIPANT OR, IN THE CASE OF THE PARTICIPANT'S DEATH, TO THE PARTICIPANT'S
BENEFICIARY, IN A LUMP SUM.
SUCH LUMP-SUM PAYMENT SHALL BE MADE 13 MONTHS AFTER
SUCH
12
TERMINATION (OR SUCH EARLIER DATE PERMITTED UNDER SECTION 409A), NOTWITHSTANDING
ANY ELECTIONS MADE BY THE PARTICIPANT, EXCEPT THAT THE COMPANY SHALL NOT HAVE
ANY RIGHT TO SO ACCELERATE THE PAYMENT OF ANY AMOUNT TO THE EXTENT SUCH RIGHT
WOULD CAUSE THE PLAN TO FAIL TO COMPLY WITH, OR CAUSE A PARTICIPANT TO BE
SUBJECT TO A TAX UNDER, THE PROVISIONS OF SECTION 409A.
ARTICLE 9
SPECIAL RESTRICTIONS
9.01.
INSIDER STATUS.
THE PROVISIONS OF THIS ARTICLE 9 SHALL APPLY TO
INSIDERS.
SUCH PROVISIONS SHALL APPLY DURING ALL PERIODS THAT INSIDERS ARE
SUBJECT TO REPORTING UNDER SECTION 16(A) OF THE EXCHANGE ACT, INCLUDING ANY
PERIOD FOLLOWING CESSATION OF INSIDER STATUS DURING WHICH SUCH INSIDERS ARE
REQUIRED TO REPORT TRANSACTIONS PURSUANT TO RULE 16A-2(B) (OR ITS SUCCESSOR)
UNDER THE EXCHANGE ACT.
AT SUCH TIME AS ANY INSIDER CEASES TO BE SUBJECT TO
SECTION 16(A) REPORTING (AND ANY PERIOD CONTEMPLATED BY RULE 16A-2(B) HAS
EXPIRED), THIS ARTICLE 9 SHALL CEASE TO BE APPLICABLE TO SUCH PARTICIPANT.
9.02.
APPLICABILITY.
THIS ARTICLE 9 SHALL BE AUTOMATICALLY APPLICABLE TO
ANY PERSON WHO, ON AND AFTER THE DATE HEREOF, BECOMES AN INSIDER.
FOR PURPOSES
OF THE FOREGOING, THE EFFECTIVE DATE OF THIS ARTICLE SHALL BE THE DATE THE
PERSON BECOMES AN INSIDER.
9.03.
STOCK FUND LIMITATIONS.
NOTWITHSTANDING ANYTHING IN THE PLAN TO
THE CONTRARY, (A) EXCEPT AS SET FORTH BELOW, CREDITS TO THE ACCOUNT OF AN
INSIDER PURSUANT TO ARTICLE 4.04 MAY NOT BE MADE TO ANY SUBACCOUNT THAT REFLECTS
THE PERFORMANCE OF THE STOCK FUND, (B) CREDITS MADE PURSUANT TO ARTICLE 4.04 TO
THE ACCOUNT OF AN INSIDER AT ANY TIME MAY NOT BE TRANSFERRED TO ANY BOOK RESERVE
ACCOUNT OR SUBACCOUNT THAT REFLECTS THE PERFORMANCE OF THE STOCK FUND, AND
(C) CREDITS MADE TO AN INSIDER'S BOOK RESERVE ACCOUNT PURSUANT TO
ARTICLE 4.04(B) AT ANY TIME AND CREDITS TO THE ACCOUNT OF AN INSIDER PURSUANT TO
ARTICLE 4.04 THAT WERE MADE TO A SUBACCOUNT THAT REFLECTS THE PERFORMANCE OF THE
STOCK FUND (WHICH CREDITS COULD ONLY HAVE BEEN MADE WHEN SUCH INDIVIDUAL WAS NOT
AN INSIDER) MAY NOT BE TRANSFERRED, WITHDRAWN, PAID OUT OR OTHERWISE CHANGED,
OTHER THAN (I) PURSUANT TO ARTICLE 4.04(A) OR (B) (BUT ONLY AT SUCH TIME AS SUCH
PERSON IS NO LONGER AN INSIDER), OR (II) PURSUANT TO THE FORFEITURE PROVISIONS
CONTAINED IN THE LAST SENTENCE OF ARTICLE 4.02(A)(II).
9.04.
EXCHANGE ACT EXEMPTION.
IT IS INTENDED THAT THE CREDITING OF
AMOUNTS TO THE ACCOUNTS OF INSIDERS THAT REPRESENTS THE PERFORMANCE OF THE STOCK
FUND IS INTENDED TO QUALIFY FOR EXEMPTION FROM SECTION 16 UNDER
RULE 16B-3(D) UNDER THE EXCHANGE ACT.
THE COMMITTEE SHALL, WITH RESPECT TO
INSIDERS,