IN SETTLEMENT OF AN AWARD BEING DEFERRED, AS WELL AS THE TIME AND
FORM OF DISTRIBUTION AS PERMITTED BY THIS PLAN.
(B)
ALL ELECTIONS SHALL BE MADE BY THE END OF THE PARTICIPANT'S
TAXABLE YEAR PRIOR TO THE YEAR IN WHICH SERVICES COMMENCE FOR WHICH AN AWARD MAY
BE GRANTED TO SUCH PARTICIPANT; PROVIDED, HOWEVER, THAT IF THE AWARD QUALIFIES
AS "PERFORMANCE-BASED COMPENSATION" FOR PURPOSES OF SECTION 409A AND IS BASED ON
SERVICES PERFORMED OVER A PERIOD OF AT LEAST TWELVE (12) MONTHS, THEN THE
ELECTION MAY BE MADE NO LATER THAN SIX (6) MONTHS PRIOR TO THE END OF SUCH
PERIOD.
(C)
ELECTIONS SHALL CONTINUE IN EFFECT UNTIL A WRITTEN ELECTION TO
REVOKE OR CHANGE SUCH ELECTION IS RECEIVED BY THE COMPANY, EXCEPT THAT A WRITTEN
ELECTION TO REVOKE OR CHANGE SUCH ELECTION MUST BE MADE PRIOR TO THE LAST DAY
FOR MAKING AN ELECTION DETERMINED IN ACCORDANCE WITH PARAGRAPH (B) ABOVE OR AS
PERMITTED BY SECTION 18.3.
18.3
SUBSEQUENT ELECTIONS.
ANY AWARD SUBJECT TO SECTION 409A WHICH
PERMITS A SUBSEQUENT ELECTION TO DELAY THE DISTRIBUTION OR CHANGE THE FORM OF
DISTRIBUTION IN SETTLEMENT OF SUCH AWARD SHALL COMPLY WITH THE FOLLOWING
REQUIREMENTS:
(A)
NO SUBSEQUENT ELECTION MAY TAKE EFFECT UNTIL AT LEAST TWELVE (12)
MONTHS AFTER THE DATE ON WHICH THE SUBSEQUENT ELECTION IS MADE;
(B)
EACH SUBSEQUENT ELECTION RELATED TO A DISTRIBUTION IN SETTLEMENT
OF AN AWARD NOT DESCRIBED IN SECTION 18.3(B), 18.4(B), OR 18.4(F) MUST RESULT IN
A DELAY OF THE DISTRIBUTION FOR A PERIOD OF NOT LESS THAN FIVE (5) YEARS FROM
THE DATE SUCH DISTRIBUTION WOULD OTHERWISE HAVE BEEN MADE; AND
(C)
NO SUBSEQUENT ELECTION RELATED TO A DISTRIBUTION PURSUANT TO
SECTION 18.4(D) SHALL BE MADE LESS THAN TWELVE (12) MONTHS PRIOR TO THE DATE OF
THE FIRST SCHEDULED PAYMENT UNDER SUCH DISTRIBUTION.
18.4
DISTRIBUTIONS PURSUANT TO DEFERRAL ELECTIONS.
NO DISTRIBUTION IN
SETTLEMENT OF AN AWARD SUBJECT TO SECTION 409A MAY COMMENCE EARLIER THAN:
(A)
SEPARATION FROM SERVICE (AS DETERMINED BY THE SECRETARY OF THE
UNITED STATES TREASURY);
(B)
THE DATE THE PARTICIPANT BECOMES DISABLED (AS DEFINED BELOW);
(C)
DEATH;
(D)
A SPECIFIED TIME (OR PURSUANT TO A FIXED SCHEDULE) THAT IS EITHER
(I) SPECIFIED BY THE COMMITTEE UPON THE GRANT OF AN AWARD AND SET FORTH IN THE
AWARD AGREEMENT EVIDENCING SUCH AWARD OR (II) SPECIFIED BY THE PARTICIPANT IN AN
ELECTION COMPLYING WITH THE REQUIREMENTS OF SECTION 18.2 AND/OR 18.3, AS
APPLICABLE;
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(E)
TO THE EXTENT PROVIDED BY THE SECRETARY OF THE U.S. TREASURY, A
CHANGE IN THE OWNERSHIP OR EFFECTIVE CONTROL OR THE COMPANY OR IN THE OWNERSHIP
OF A SUBSTANTIAL PORTION OF THE ASSETS OF THE COMPANY; OR
(F)
THE OCCURRENCE OF AN UNFORESEEABLE EMERGENCY (AS DEFINED BELOW).
Notwithstanding anything else herein to the contrary, to the extent that a
Participant is a "Specified Employee" (as defined in Section 409A(a)(2)(B)(i))
of the Company, no distribution pursuant to Section 18.4(a) in settlement of an
Award subject to Section 409A may be made before the date which is six
(6)