THE OLD PLAN (AS
SET FORTH IN SECTION 3.1) OR ON DISABILITY OR DEATH, AND
(b)
a plan providing the New Plan Benefit (as defined in Section
2.13), consisting of the Total Frozen Benefit (as defined in Section 2.23), as
increased by 4% interest under Section 2.11, or, for a Member entitled to
payment of an Old Plan Benefit, the portion of such Total Frozen Benefit in
excess of such Old Plan Benefit, to be payable in either case on Separation from
Service (as defined in Section 2.19), Disability, death, or a specified payment
date pursuant to Section 1.7, on terms compliant with Section 409A and the
Regulations.
1.5
CONSTRUCTION.
THIS PLAN SHALL BE ADMINISTERED AND INTERPRETED
IN ACCORDANCE WITH SECTION 409A AND THE REGULATIONS TO THE EXTENT SUBJECT
THERETO (I.E., EXCEPT WITH RESPECT TO "GRANDFATHERED BENEFITS" PAYABLE IN
ACCORDANCE WITH THE OLD PLAN AS DESCRIBED ABOVE).
NO PROVISION HEREOF SHALL BE
CONSTRUED IN ANY MANNER THAT WOULD VIOLATE SECTION 409A OR THE REGULATIONS, NOR,
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHALL ANY PROVISION OF THE PLAN
INCONSISTENT WITH SECTION 409A OR THE REGULATIONS BE VALID OR GIVEN ANY EFFECT
WHATEVER.
1.6
AMENDMENTS TO COMPLY WITH REGULATIONS.
NOTWITHSTANDING ANY
RESTRICTION ON THE GENERAL RIGHT TO AMEND SET FORTH IN ARTICLE VI, THE COMPANY
RESERVES THE RIGHT TO MAKE ANY AND ALL SUCH AMENDMENTS AS IT MAY DEEM NECESSARY
OR ADVISABLE FOR COMPLIANCE WITH SECTION 409A AND THE REGULATIONS.
1.7
COORDINATION WITH EMPLOYMENT AGREEMENTS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN, (A) THE ENTIRE BENEFIT ACCRUED UNDER THE PLAN BY
THE MEMBER SERVING AS CHIEF EXECUTIVE OFFICER OF THE COMPANY AS OF JANUARY 1,
2006, PURSUANT TO AN EMPLOYMENT AGREEMENT WITH THE COMPANY EFFECTIVE AS OF SUCH
DATE, SHALL BE PAYABLE SOLELY AS A NEW PLAN BENEFIT (AND NO PORTION THEREOF
SHALL CONSTITUTE A GRANDFATHERED BENEFIT OR OLD PLAN BENEFIT), AND THE
DATE(S) OF PAYMENT THEREOF, OTHER THAN BY REASON OF DISABILITY OR DEATH, SHALL
BE THE SPECIFIED DATES OF PAYMENT (WITHIN THE MEANING OF SECTION 409A) SET FORTH
IN THE APPLICABLE AMENDMENT TO SUCH EMPLOYMENT AGREEMENT EXECUTED ON OR BEFORE
DECEMBER 31, 2008 PURSUANT TO TRANSITION RULES ALLOWING SUBSTITUTION OF A
SPECIFIED PAYMENT DATE FOR TERMINATION OF EMPLOYMENT AS THE APPLICABLE PAYMENT
EVENT, AND (B) THE PORTION OF THE BENEFIT ACCRUED UNDER THE PLAN AS OF
JANUARY 1, 2006 BY ANY OTHER MEMBER AND NOT CONSTITUTING A GRANDFATHERED BENEFIT
SHALL, IN THE EVENT THAT AN AGREEMENT WITH SUCH MEMBER SUBSTITUTES A SPECIFIED
PAYMENT DATE FOR TERMINATION OF EMPLOYMENT AS THE DATE OF PAYMENT FOR SUCH
BENEFIT, BE PAID SOLELY AT SUCH SPECIFIED PAYMENT DATE, WITHOUT REGARD TO THE
DATE OF THE MEMBER'S TERMINATION OF EMPLOYMENT.
2
ARTICLE II
DEFINITIONS
As used herein, the following words and phrases shall have the meanings
specified below unless a different meaning is clearly required by the context:
2.1
THE TERM "BENEFICIARY" SHALL MEAN ANY PERSON OR PERSONS
ENTITLED TO RECEIVE BENEFITS UNDER THE PLAN FOLLOWING A MEMBER'S DEATH PURSUANT
TO SECTIONS 3.5