SECTION 162(M), THEN TO THE EXTENT DEEMED NECESSARY BY THE EMPLOYER TO ENSURE
THAT THE ENTIRE AMOUNT OF ANY DISTRIBUTION TO THE PARTICIPANT PURSUANT TO THIS
PLAN PRIOR TO THE CHANGE IN CONTROL IS DEDUCTIBLE, THE EMPLOYER MAY DEFER ALL OR
ANY PORTION OF A DISTRIBUTION UNDER THIS PLAN.
ANY AMOUNTS DEFERRED PURSUANT TO
THIS LIMITATION WILL CONTINUE TO BE CREDITED/DEBITED WITH ADDITIONAL AMOUNTS IN
ACCORDANCE WITH SECTION 3.9 EVEN IF THE AMOUNT IS BEING PAID OUT IN
INSTALLMENTS.
THE AMOUNTS SO DEFERRED AND AMOUNTS CREDITED 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
EMPLOYER IN GOOD FAITH, ON WHICH THE DEDUCIBILITY OF COMPENSATION PAID OR
PAYABLE TO THE PARTICIPANT FOR THE TAXABLE YEAR OF THE EMPLOYER DURING WHICH THE
DISTRIBUTION IS MADE WILL NOT BE LIMITED BY SECTION 162(M), OR IF EARLIER, THE
EFFECTIVE DATE OF A CHANGE IN CONTROL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS PLAN, THE DEDUCTION LIMITATION WILL NOT APPLY TO ANY DISTRIBUTIONS MADE
AFTER A CHANGE IN CONTROL.
1.19
"DEFERRAL ACCOUNT" MEANS (A) THE SUM OF ALL OF A
PARTICIPANT'S ANNUAL DEFERRAL AMOUNTS, PLUS (B) AMOUNTS CREDITED IN ACCORDANCE
WITH ALL THE APPLICABLE CREDITING PROVISIONS OF THIS PLAN THAT RELATE TO THE
PARTICIPANT'S DEFERRAL ACCOUNT, LESS (C) ALL DISTRIBUTIONS MADE TO THE
PARTICIPANT OR HIS OR HER BENEFICIARY PURSUANT TO THIS PLAN THAT RELATE TO HIS
OR HER DEFERRAL ACCOUNT.
1.20
"DISABILITY" MEANS A DISABILITY WITHIN THE
MEANING OF THE LONG-TERM DISABILITY INSURANCE PROGRAM MAINTAINED BY THE
PARTICIPANT'S EMPLOYER. DETERMINATIONS RELATING TO THE EXISTENCE OF A DISABILITY
SHALL BE MADE BY THE COMMITTEE, IN ITS SOLE DISCRETION.
1.21
"DISABILITY BENEFIT" MEANS THE BENEFIT DESCRIBED
IN ARTICLE 8.
5
1.22
"EFFECTIVE DATE" MEANS MARCH 1, 2001.
1.23
"ELECTION FORM" MEANS THE FORM 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.
1.24
"EMPLOYEE" MEANS A PERSON WHO IS AN EMPLOYEE OF
ANY EMPLOYER.
1.25
"EMPLOYER(S)" MEANS THE COMPANY AND ANY OF ITS
SUBSIDIARIES OR AFFILIATES (NOW IN EXISTENCE OR SUBSEQUENTLY FORMED OR ACQUIRED)
THAT HAVE BEEN SELECTED BY THE BOARD TO PARTICIPATE IN THE PLAN AND THAT HAVE
ADOPTED THE PLAN AS A PARTICIPATING EMPLOYER.
A LIST OF THE EMPLOYERS IS SET
FORTH IN APPENDIX A HERETO.
1.26
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED FROM TIME TO TIME.
1.27
"MEASUREMENT FUND" MEANS THOSE CERTAIN MUTUAL
FUNDS SELECTED BY THE COMMITTEE FOR THE PURPOSE OF DETERMINING THE VALUE OF A
PARTICIPANT'S ACCOUNT BALANCE.
1.28
"PARTICIPANT" MEANS ANY EMPLOYEE (A) WHO IS
SELECTED TO PARTICIPATE IN THE PLAN; (B) WHO ELECTS TO PARTICIPATE IN THE PLAN;
(C) WHO SIGNS A PLAN AGREEMENT, AN ELECTION FORM, AND A BENEFICIARY DESIGNATION
FORM; (D) WHOSE SIGNED PLAN AGREEMENT, ELECTION FORM AND BENEFICIARY DESIGNATION
FORM ARE ACCEPTED BY THE COMMITTEE; (E) WHO COMMENCES PARTICIPATION IN THE PLAN;
AND