AS APPLICABLE, A
PARTICIPANT MAY ELECT TO DEFER BASE ANNUAL SALARY AND/OR BONUS UP TO THE
FOLLOWING MAXIMUM AMOUNTS:
Deferral
Maximum Amount
Base Annual Salary
90% per Plan Year
Bonus
100% per Fiscal Year
3.2
ELECTION TO DEFER COMPENSATION.
(A)
GENERAL. AN INDIVIDUAL SELECTED TO PARTICIPATE MUST DELIVER TO THE
COMMITTEE A COMPLETED AND SIGNED ELECTION FORM, WHICH ELECTION FORM MUST BE
ACCEPTED BY THE COMMITTEE, FOR A VALID ELECTION TO EXIST. EXCEPT AS OTHERWISE
PROVIDED UNDER THIS SECTION 3.2, AN ELECTION TO DEFER COMPENSATION MUST BE MADE
AND ACCEPTED (I) NO LATER THAN THE CLOSE OF THE PLAN YEAR PRECEDING THE PLAN
YEAR IN WHICH ANY OF THE SERVICES FOR WHICH THE COMPENSATION WOULD BE PAID ARE
PERFORMED, OR (II) WITHIN 30 DAYS AFTER THE DATE THE PARTICIPANT FIRST BECOMES
ELIGIBLE TO PARTICIPATE IN THIS PLAN (AND ANY OTHER PLAN THAT WOULD BE
AGGREGATED WITH THE PLAN TO THE EXTENT REQUIRED UNDER SECTION 409A), WITH
RESPECT TO SERVICES TO BE PERFORMED SUBSEQUENT TO THE ELECTION.
(B)
SPECIAL RULE FOR FIRST YEAR OF ELIGIBILITY. FOR PURPOSES OF
SECTION 3.2(A) ABOVE, AND TO THE EXTENT PERMITTED UNDER SECTION 409A, IF A
DEFERRAL ELECTION IS MADE WITH RESPECT TO A BONUS DURING THE FIRST YEAR OF
ELIGIBILITY, BUT AFTER THE BEGINNING OF THE SERVICE PERIOD WITH RESPECT TO WHICH
THE BONUS IS PAYABLE, THE ELECTION IS DEEMED TO APPLY TO COMPENSATION PAID FOR
SERVICES PERFORMED SUBSEQUENT TO THE ELECTION IF THE ELECTION APPLIES TO A
PORTION OF THE BONUS THAT IS NO GREATER THAN THE TOTAL AMOUNT OF THE BONUS FOR
THE PERFORMANCE PERIOD MULTIPLIED BY THE
6
RATIO OF THE NUMBER OF DAYS REMAINING IN THE PERFORMANCE PERIOD AFTER THE
ELECTION OVER THE TOTAL NUMBER OF DAYS IN THE PERFORMANCE PERIOD.
(C)
SPECIAL RULE FOR FISCAL YEAR COMPENSATION. TO THE EXTENT PERMITTED
UNDER SECTION 409A, THE COMMITTEE MAY PERMIT A PARTICIPANT TO DEFER A BONUS
BASED ON SERVICE TO BE PERFORMED DURING ONE OR MORE CONSECUTIVE FISCAL YEARS BY
MAKING AN ELECTION NO LATER THAN THE CLOSE OF THE FISCAL YEAR PRECEDING THE
FIRST FISCAL YEAR IN WHICH THE SERVICES FOR WHICH THE BONUS IS PAYABLE ARE TO BE
PERFORMED, PROVIDED THAT NO PORTION OF THE BONUS IS PAID OR PAYABLE DURING THE
FISCAL YEAR(S) IN WHICH THE SERVICES ARE TO BE PERFORMED.
(D)
SPECIAL RULE FOR PERFORMANCE-BASED COMPENSATION. THE COMMITTEE MAY
PERMIT A PARTICIPANT TO MAKE AN INITIAL ELECTION TO DEFER A BONUS BASED ON A
PERFORMANCE PERIOD OF ONE OR MORE FISCAL YEARS, PROVIDED THAT THE PARTICIPANT
HAS PERFORMED SERVICES CONTINUOUSLY FROM THE DATE THE PERFORMANCE CRITERIA WERE
ESTABLISHED THROUGH THE DATE OF THE ELECTION, ON ANY DATE THAT IS AT LEAST SIX
MONTHS PRIOR TO THE END OF THE PERFORMANCE PERIOD AND BEFORE THE BONUS HAS
BECOME BOTH SUBSTANTIALLY CERTAIN TO BE PAID AND READILY ASCERTAINABLE. THIS
SECTION 3.2(E) SHALL APPLY ONLY TO THE EXTENT THE BONUS QUALIFIES AS
"PERFORMANCE-BASED COMPENSATION" WITHIN THE MEANING OF
SECTION 409A(A)(4)(B)(III) OF THE CODE AND AS OTHERWISE PERMITTED UNDER
SECTION 409A.