TO EACH SUCH ACCOUNT THAT THE QUALIFIED DIRECTOR HAS EARNED
DURING THE PORTION OF THE CREDIT PERIOD FOR WHICH HE OR SHE SERVED.
(E)
SUCCEEDING ELECTION PERIODS.
A DEFERRAL ELECTION PURSUANT TO THIS
SECTION WILL REMAIN IN EFFECT UNTIL REVOKED OR MODIFIED FOR FUTURE ELECTION
PERIODS BY THE QUALIFIED DIRECTOR BY DELIVERING A NEW DEFERRAL ELECTION NOT
LATER THAN THE DAY BEFORE THE FIRST ELECTION PERIOD TO WHICH THE NEW DEFERRAL
ELECTION RELATES.
(F)
IRREVOCABILITY.
A DEFERRAL ELECTION FOR A GIVEN ELECTION PERIOD
IS IRREVOCABLE AFTER THE LATEST DATE BY WHICH THE DEFERRAL ELECTION IS REQUIRED
TO BE GIVEN TO THE ADMINISTRATOR FOR SUCH ELECTION PERIOD.
6.
EARNINGS CREDITS.
6.1.
EARNINGS CREDITS TO CASH ACCOUNTS.
AS OF THE LAST DAY OF EACH
CREDIT PERIOD, AND BEFORE ANY CREDITS HAVE BEEN MADE PURSUANT TO SECTION 5 ON
SUCH DATE, A PARTICIPANT'S CASH ACCOUNT WILL BE CREDITED WITH INTEREST,
CALCULATED ON THE BALANCE IN THE CASH ACCOUNT AS OF THE LAST DAY OF THE
IMMEDIATELY PRECEDING CALENDAR MONTH AND ON THE CREDIT DATE AT THE PRIME RATE IN
EFFECT ON EACH SUCH DATE.
6.2.
EARNINGS CREDITS TO SHARE ACCOUNTS.
A PARTICIPANT'S SHARE ACCOUNT
WILL BE CREDITED AS OF THE DATE ON WHICH DIVIDENDS ARE PAID ON SHARES WITH THAT
NUMBER OF WHOLE AND FRACTIONAL SHARE UNITS DETERMINED BY DIVIDING THE DOLLAR
AMOUNT OF THE DIVIDENDS THAT WOULD HAVE BEEN PAYABLE TO THE PARTICIPANT IF THE
NUMBER OF SHARE UNITS CREDITED TO THE PARTICIPANT'S SHARE ACCOUNT ON THE RECORD
DATE FOR SUCH DIVIDEND PAYMENT HAD THEN BEEN SHARES REGISTERED IN THE NAME OF
SUCH PARTICIPANT BY THE MARKET PRICE OF A SHARE ON THE DATE AS OF WHICH THE
CREDIT IS MADE.
7.
PERIODIC OPTIONS.
A Qualified Director may be granted from time to time one or more options to
purchase that number of whole Shares as determined by the Board in its sole
discretion ("Periodic Options").
Periodic Options will be deemed to be granted
as of the date specified in the grant resolution of the Board.
The terms of
the Periodic Options are set forth in Section 9.
8.
DISTRIBUTIONS.
8.1.
DISTRIBUTION OF CASH AND SHARE ACCOUNTS TO A PARTICIPANT UPON
TERMINATION OF SERVICE.
(A)
FORM OF DISTRIBUTION.
A PARTICIPANT'S CASH ACCOUNT AND SHARE
ACCOUNT WILL BE DISTRIBUTED AS PROVIDED IN THIS SECTION IN A LUMP SUM PAYMENT
UNLESS (I) THE PARTICIPANT ELECTS, ON A PROPERLY COMPLETED ELECTION FORM, TO
RECEIVE HIS OR HER DISTRIBUTION IN THE FORM OF ANNUAL INSTALLMENT PAYMENTS FOR A
PERIOD OF NOT MORE THAN 10 YEARS AND (II) EXCEPT WHEN CESSATION RESULTS FROM
DISABILITY, THE DATE ON WHICH HE OR SHE CEASES TO BE A MEMBER OF THE BOARD
FOLLOWS BY MORE THAN ONE YEAR THE DATE ON WHICH A
4
PROPERLY COMPLETED ELECTION FORM IS RECEIVED BY THE ADMINISTRATOR.
ANY ELECTION
MADE PURSUANT TO THIS SECTION MAY BE CHANGED FROM TIME TO TIME UPON THE
ADMINISTRATOR'S RECEIPT OF A PROPERLY COMPLETED ELECTION FORM, PROVIDED THAT,
UNLESS CESSATION RESULTS FROM DISABILITY, SUCH CHANGE WILL NOT BE