WITHHELD FROM THE
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APPLICABLE PAYMENT AND AN AMOUNT EQUAL TO THE BONUS DEFERRALS AND/OR PERFORMANCE
BASED COMPENSATION DEFERRALS, AS APPLICABLE, SHALL BE CREDITED TO THE
PARTICIPANT'S APPLICABLE DEFERRAL SUBACCOUNT.
3.2.2
THE BONUS AND/OR PERFORMANCE BASED COMPENSATION DEFERRAL ELECTION
MUST BE FILED WITH THE COMMITTEE DURING THE OPEN ENROLLMENT PERIOD FOR THE PLAN
YEAR TO WHICH THE ELECTION APPLIES.
A BONUS AND/OR PERFORMANCE BASED
COMPENSATION DEFERRAL ELECTION SHALL REMAIN IN EFFECT UNTIL CHANGED OR REVOKED
BY THE PARTICIPANT DURING A SUBSEQUENT OPEN ENROLLMENT PERIOD.
THE BONUS AND/OR
PERFORMANCE BASED COMPENSATION DEFERRAL ELECTION MAY BE REVOKED OR CHANGED ONLY
DURING AN OPEN ENROLLMENT PERIOD AND SUCH REVOCATION OR CHANGE MAY BE
PROSPECTIVE ONLY.
3.2.3
FOR THE PURPOSES OF DETERMINING AN ELIGIBLE INDIVIDUAL'S BONUS
DEFERRALS: "BONUS" SHALL MEAN AMOUNTS, IF ANY, PAYABLE UNDER THE BONUS POLICIES
MAINTAINED BY THE EMPLOYER.
A PARTICIPANT'S BONUS/PERFORMANCE BASED
COMPENSATION DEFERRAL ELECTION SHALL APPLY TO ANY BONUS OR OTHER PERFORMANCE
BASED COMPENSATION WHICH IS EARNED IN THE PLAN YEAR TO WHICH SUCH ELECTION
APPLIES, REGARDLESS OF WHEN THE AMOUNTS ARE PAID.
3.3
DISCRETIONARY COMPANY CREDITS.
A PARTICIPANT'S SUBACCOUNT SHALL
BE CREDITED WITH DISCRETIONARY COMPANY CREDITS, IN SUCH AMOUNTS AND AT SUCH
TIMES AS THE COMPANY MAY, IN ITS SOLE DISCRETION, DETERMINE AND COMMUNICATE TO
THE PARTICIPANT.
DISCRETIONARY COMPANY CREDITS SHALL BE BASED UPON THE
PROFITABILITY OF THE COMPANY, THE PERFORMANCE OF THE PARTICIPANT, MANDATORY
DEFERRAL OF ANY AWARD TO A PARTICIPANT OR SUCH OTHER FACTORS AS THE COMPANY
SHALL CONSIDER APPROPRIATE, IN ITS SOLE DISCRETION.
IN ADDITION, THE COMPANY
SHALL AUTOMATICALLY CREDIT, UNTIL SUCH TIME AS THE COMMITTEE DETERMINES
OTHERWISE, ADDITIONAL DISCRETIONARY COMPANY CREDITS TO THE ACCOUNTS OF
APPLICABLE PARTICIPANTS IN AN AMOUNT EQUAL TO THE LOST MATCHING CONTRIBUTION TO
THE COMPANY'S 401(K) PLAN WHICH THE PARTICIPANT WOULD HAVE BEEN ENTITLED TO
RECEIVE BUT FOR A REDUCTION REQUIRED PURSUANT TO APPLICABLE NONDISCRIMINATION
REQUIREMENTS OF THE 401(K) PLAN (THE "401(K) MATCH CREDITS").
THE COMPANY SHALL
BE UNDER NO OBLIGATION TO CONTINUE TO MAKE DISCRETIONARY COMPANY CREDITS AND MAY
DISCONTINUE OR CHANGE THE AMOUNT OR METHOD OF CALCULATING THE AMOUNT OF SUCH
DISCRETIONARY COMPANY CREDITS AT ANY TIME.
3.4
LIMITATIONS ON DEFERRALS.
A PARTICIPANT'S DEFERRAL ELECTIONS
SHALL BE SUBJECT TO THE FOLLOWING:
3.4.1
A PARTICIPANT MUST DEFER A MINIMUM OF $5,000 EACH PLAN YEAR.
THIS
REQUIRED MINIMUM DEFERRAL MAY BE SATISFIED BY BASIC AND/OR BONUS DEFERRALS OR A
COMBINATION THEREOF.
IN THE EVENT THE TOTAL AMOUNT DEFERRED BY A PARTICIPANT IN
A PLAN YEAR IS LESS THAN THE APPLICABLE MINIMUM DEFERRAL AMOUNT, THE COMMITTEE
MAY, IN ITS SOLE DISCRETION, DIRECT THE COMPANY TO PAY THE AMOUNT DEFERRED
DURING THAT PLAN YEAR TO THE PARTICIPANT AS SOON AS ADMINISTRATIVELY FEASIBLE
AFTER THE END OF THE PLAN YEAR.
3.4.2
A PARTICIPANT MAY ELECT TO DEFER UP TO A MAXIMUM OF ONE HUNDRED
PERCENT (100%) OF HIS OR HER ANNUAL BASE SALARY, BONUSES, PERFORMANCE BASED
COMPENSATION AND/OR DIRECTOR FEES AND RETAINERS.
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3.4.3
THE BASIC AND/OR BONUS DEFERRALS ELECTED BY THE PARTICIPANT SHALL
BE REDUCED BY THE AMOUNT(S), IF ANY,