BE PERFORMED AFTER THE ELECTION; PROVIDED, FURTHER, THAT,
WITH RESPECT TO COMPENSATION FOR SERVICES PERFORMED ON AND AFTER JANUARY 1,
2008, IN THE CASE OF COMPENSATION THAT IS BASED UPON A SPECIFIED PERFORMANCE
PERIOD (E.G., AN AIP AWARD) WHERE A DEFERRAL ELECTION IS MADE IN THE FIRST YEAR
OF ELIGIBILITY BUT AFTER THE BEGINNING OF THE PERFORMANCE PERIOD, THE ELECTION
SHALL APPLY TO NO MORE THAN AN AMOUNT EQUAL TO (I) TOTAL AMOUNT OF THE
COMPENSATION FOR THE PERFORMANCE PERIOD MULTIPLIED BY (II) A FRACTION THE
NUMERATOR OF WHICH IS THE NUMBER OF DAYS REMAINING IN THE PERFORMANCE PERIOD
AFTER THE ELECTION AND THE DENOMINATOR OF WHICH IS THE TOTAL NUMBER OF DAYS IN
THE PERFORMANCE PERIOD.
3.2
PARTICIPATION -SUBSEQUENT ENTRY INTO PLAN.
AN ELIGIBLE EMPLOYEE
WHO DOES NOT ELECT TO PARTICIPATE AT THE TIME OF INITIAL ELIGIBILITY AS SET
FORTH IN SECTION 3.1 SHALL REMAIN ELIGIBLE TO BECOME A PARTICIPANT IN SUBSEQUENT
PLAN YEARS AS LONG AS HE CONTINUES HIS STATUS AS AN ELIGIBLE EMPLOYEE.
IN SUCH
EVENT, THE ELIGIBLE EMPLOYEE MAY BECOME A PARTICIPANT BY SUBMITTING A PROPERLY
EXECUTED PARTICIPATION AGREEMENT AND DEFERRAL ELECTION FORM ON OR PRIOR TO
DECEMBER 15 OF THE YEAR PRECEDING THE PLAN YEAR FOR WHICH IT IS TO BE EFFECTIVE.
3.3
DETERMINATION OF NON-ELIGIBILITY TO PARTICIPATE.
IF, AT ANY TIME,
AN ELIGIBLE EMPLOYEE OR PARTICIPANT IS DETERMINED OR REASONABLY BELIEVED, BASED
ON A JUDICIAL OR ADMINISTRATIVE DETERMINATION OR OPINION OF COUNSEL, OR BASED
(EFFECTIVE AS OF JANUARY 1, 2008) ON A DETERMINATION BY THE PLAN ADMINISTRATOR,
NOT TO QUALIFY AS "MANAGEMENT" OR A "HIGHLY COMPENSATED EMPLOYEE" UNDER ERISA
SECTIONS 201(2), 301 (A) (3), AND 401 (A) (1), THE EMPLOYEE SHALL CEASE ACTIVE
PARTICIPATION IN THE PLAN AS OF THE LAST DAY OF THE PLAN YEAR IN WHICH SUCH
DETERMINATION IS MADE.
ARTICLE IV
CONTRIBUTIONS
4.1
DEFERRAL ELECTION.
ON OR BEFORE THE 15TH DAY OF
DECEMBER PRECEDING THE FIRST DAY OF EACH PLAN YEAR, A PARTICIPANT MAY FILE WITH
THE PLAN ADMINISTRATOR, A PARTICIPATION AGREEMENT AND DEFERRAL ELECTION
FORM INDICATING THE AMOUNT OF BASE SALARY, AIP AWARD AND/OR LTIP AWARD TO BE
DEFERRED FOR THAT PLAN YEAR.
A PARTICIPANT SHALL NOT BE OBLIGATED TO MAKE A
DEFERRAL ELECTION IN
EACH PLAN YEAR TO REMAIN A PARTICIPANT IN THE PLAN.
AFTER A PLAN YEAR
COMMENCES, SUCH DEFERRAL ELECTION SHALL CONTINUE FOR THE ENTIRE PLAN YEAR.
4.2
MAXIMUM DEFERRAL ELECTION.
A PARTICIPANT MAY ELECT TO DEFER UP TO
25% OF BASE SALARY AND/OR UP TO 50% OF AIP AWARDS AND/OR LTIP AWARDS EARNED
DURING THE CORRESPONDING DEFERRAL PERIOD.
THE AMOUNT OF DEFERRAL MAY BE STATED
AS A FLAT DOLLAR AMOUNT OR AS A PERCENT. A DEFERRAL ELECTION MAY BE
AUTOMATICALLY REDUCED IF THE PLAN ADMINISTRATOR DETERMINES THAT SUCH ACTION IS
NECESSARY TO MEET FEDERAL OR STATE TAX WITHHOLDING OBLIGATIONS.
4.3
MINIMUM DEFERRAL ELECTION.
A PARTICIPANT WHO WISHES TO DEFER A
PORTION OF HIS QUALIFYING COMPENSATION MUST ELECT TO DEFER AT LEAST $1,200
DURING THE DEFERRAL PERIOD FROM BASE SALARY, AIP AWARDS, LTIP AWARDS OR A