were
distributed in compliance with Code Section 409A transition rules governing
nonqualified deferred compensation plans under which the time and form of
payment of benefits is controlled by elections made under qualified plans. Under
the transition rules, PERI Benefits that commenced before January 1, 2007
continued to be paid at the same time and in the same form as benefit payments
were made to, or on behalf of, the PERI Participant or spouse under the ERP.
Provisions governing the time and form of payment of those PERI Benefits are
contained in the PERI plan document in effect as of October 3, 2004, a copy of
which is attached as Appendix A to the PERI Plan.
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ARTICLE 2
PARTICIPATION AND VESTING
Section 2.1.
An Executive becomes a PERI Participant on the date that is 30
days after it is determined by the Compensation Committee that the Executive
satisfies the criteria specified in Section 1.1(f) for becoming an Executive. An
officer or executive of an affiliate or subsidiary of the Corporation is not an
Executive and is not eligible to participate in the PERI Plan.
Section 2.2.
Vesting. A PERI Participant becomes 100% fully vested in and
eligible for payment of PERI Benefits under the PERI Plan upon the PERI
Participant's Retirement. Notwithstanding the preceding sentence, in the event
of a PERI Participant's Disability, the PERI Participant will become 100% vested
in and eligible for PERI Benefits under ARTICLE 3 and ARTICLE 4.
Section 2.3.
Forfeiture. Notwithstanding any other provision in the PERI
Plan, in the event of a PERI Participant's termination of employment with the
Company for any reason other than death or Disability before Retirement, the
PERI Participant's PERI Benefit will be immediately forfeited and no PERI
Benefit will be payable under the PERI Plan.
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ARTICLE 3
PERI BENEFITS
Section 3.1.
Amount of PERI Benefit. The annual PERI Benefit payable to a
PERI Participant under the PERI Plan will be equal to the difference between:
(a)
The benefit the PERI Participant would have received under the ERP at or
after attainment of age 65 based on credited service to the date of Retirement
(expressed as a straight life annuity) if the PERI Participant's compensation
otherwise eligible for use in computing benefits under the ERP had not been
limited by Code Section 401(a)(17) or by the ERP provisions implementing that
Code Section, minus
(b)
The benefit actually payable under the ERP at or after attainment of age
65 based on credited service to the date of Retirement (expressed as a straight
life annuity).
Section 3.2.
PERI Benefit Adjustment for Payment Before Age 65. For a PERI
Participant who begins receiving payment under the PERI Plan before attaining
age 65, the PERI Benefit payable under the PERI Plan will be reduced by the
early payment actuarial discount established under the ERP for the commencement
of benefits before age 65.
Section 3.3.
Payment Upon Separation from Service. Upon a PERI Participant's
Separation from Service on