EACH INDIVIDUAL WHO IS A QUALIFIED DIRECTOR ON THE FIRST DAY OF A
CALENDAR YEAR IS ELIGIBLE TO MAKE DEFERRAL ELECTIONS PURSUANT TO
SECTION 6(B) AND/OR 6(C) WITH RESPECT TO SUCH CALENDAR YEAR.
AN INDIVIDUAL WHO
BECOMES A QUALIFIED DIRECTOR AFTER THE FIRST DAY OF A CALENDAR YEAR IS ELIGIBLE
TO MAKE A DEFERRAL ELECTION PURSUANT TO SECTION 6(B) WITH RESPECT TO THE
REMAINDER OF SUCH CALENDAR YEAR.
EACH INDIVIDUAL WHO HAS MADE A VALID ELECTION
PURSUANT TO SECTION 6(B) OR 6(C) AND IS A QUALIFIED DIRECTOR AT ANY TIME DURING
A CALENDAR QUARTER WITH RESPECT TO WHICH A CREDIT IS MADE PURSUANT TO
SECTION 6(B) OR 6(C) SHALL HAVE SUCH CREDIT MADE TO HIS OR HER ACCOUNT PURSUANT
TO SUCH SECTION 6(B) OR 6(C), AS THE CASE MAY BE.
(III)
EACH QUALIFIED DIRECTOR IS ELIGIBLE TO RECEIVE PERIODIC AWARDS
PURSUANT TO SECTION 5(C).
(B)
CEASING TO BE ELIGIBLE.
AN INDIVIDUAL WHO CEASES TO BE A
QUALIFIED DIRECTOR IS NOT ELIGIBLE TO RECEIVE ANY SUBSEQUENT PERIODIC AWARDS
PURSUANT TO SECTION 5(C) OR TO MAKE ANY SUBSEQUENT ELECTIONS OR RECEIVE FURTHER
CREDITS PURSUANT TO SECTION 6, OTHER THAN SUCH CREDITS RELATING TO THE PERIOD
PRIOR TO SUCH CESSATION AND, IF APPLICABLE, EARNINGS CREDITS UNDER SECTION 6.
(C)
CONDITION OF PARTICIPATION.
EACH PARTICIPANT, AS A CONDITION OF
PARTICIPATION IN THE DEIP, IS BOUND BY ALL THE TERMS AND CONDITIONS OF THE DEIP
AND THE PLAN RULES, INCLUDING BUT NOT LIMITED TO THE RESERVED RIGHT OF THE
COMPANY TO AMEND OR TERMINATE THE DEIP, AND MUST FURNISH TO THE COMMITTEE SUCH
PERTINENT INFORMATION, AND EXECUTE SUCH ELECTION FORMS AND OTHER INSTRUMENTS, AS
THE COMMITTEE OR PLAN RULES MAY REQUIRE BY SUCH DATES AS THE COMMITTEE OR PLAN
RULES MAY ESTABLISH.
(D)
TERMINATION OF PARTICIPATION.
AN INDIVIDUAL WILL CEASE TO BE A
PARTICIPANT AS OF THE DATE ON WHICH HE OR SHE IS NO LONGER A QUALIFIED DIRECTOR
AND HIS OR HER OUTSTANDING PERIODIC AWARDS HAVE BEEN EXERCISED, CANCELLED,
VESTED OR EXPIRED AND HIS OR HER ENTIRE ACCOUNT BALANCES HAVE BEEN DISTRIBUTED.
5.
BENEFITS.
(A)
COMPONENTS OF DIRECTOR COMPENSATION.
QUALIFIED DIRECTORS WHO ARE
ELIGIBLE UNDER SECTION 4(A) MAY RECEIVE PERIODIC AWARDS, SHARE UNIT COMPENSATION
AND DIRECTOR CASH COMPENSATION AS PART OF THEIR COMPENSATION FOR SERVICES
RENDERED AS DIRECTORS OF THE COMPANY, ALL AS DETERMINED BY THE BOARD FROM TIME
TO TIME.
A QUALIFIED DIRECTOR MAY DEFER THE RECEIPT OF SOME OR ALL OF HIS OR
HER DIRECTOR CASH COMPENSATION THROUGH CREDITS TO HIS OR HER CASH ACCOUNT AND/OR
SHARE ACCOUNT, AND MAY DEFER THE RECEIPT OF SHARES THAT HE OR SHE WOULD
OTHERWISE BE ISSUED UNDER A PERIODIC AWARD THROUGH CREDITS TO HIS OR HER SHARE
ACCOUNT.
(B)
SHARE UNIT COMPENSATION.
AT THE DISCRETION OF THE BOARD, EACH
QUALIFIED DIRECTOR MAY RECEIVE SHARE UNIT COMPENSATION, WHICH IS ADDITIONAL
ANNUAL COMPENSATION IN THE FORM OF CREDITS TO THE QUALIFIED DIRECTOR'S SHARE
ACCOUNT.
(C)
PERIODIC AWARDS.
AT THE DISCRETION OF THE BOARD, A QUALIFIED
DIRECTOR MAY BE GRANTED FROM TIME TO TIME ONE OR MORE EQUITY-BASED