PLAN COVERING EMPLOYEES OF THE COMPANY.
(B)
"RETIREMENT" MEANS SEPARATION FROM SERVICE AFTER A PARTICIPANT HAS
ATTAINED AGE 55 AND COMPLETED TEN YEARS OF SERVICE, OR HAS ATTAINED AGE 65,
WHICHEVER IS EARLIER.
(C)
"SEPARATION FROM SERVICE" OR "SEPARATES FROM SERVICE" OCCURS WHEN
THE COMPANY AND THE PARTICIPANT REASONABLY ANTICIPATE THAT NO FURTHER SERVICES
WOULD BE PERFORMED BY THE PARTICIPANT FOR THE COMPANY AFTER A CERTAIN DATE OR
THAT THE LEVEL OF BONA FIDE SERVICES THE PARTICIPANT WOULD PERFORM FOR THE
COMPANY AFTER SUCH DATE (WHETHER AS AN EMPLOYEE OR AS AN INDEPENDENT CONTRACTOR)
WOULD PERMANENTLY DECREASE TO NO MORE THAN 20 PERCENT OF THE AVERAGE LEVEL OF
BONA FIDE SERVICES PERFORMED BY THE PARTICIPANT FOR THE COMPANY OVER THE
IMMEDIATELY PRECEDING 36-MONTH PERIOD (OR PERIOD OF EMPLOYMENT, IF LESS THAN 36
MONTHS).
FOR PURPOSES HEREOF, THE TERM "COMPANY" INCLUDES ANY OTHER ENTITY THAT
IS PART OF THE COMPANY'S CONTROLLED GROUP AS DEFINED IN SECTION 414(B) OR (C) OF
THE CODE, EXCEPT THAT IN APPLYING SECTION 1563(A)(1), (2) AND (3) OF THE CODE,
THE LANGUAGE "AT LEAST 50 PERCENT" IS USED INSTEAD OF "AT LEAST 80 PERCENT."
(D)
"SPECIFIED EMPLOYEE" SHALL HAVE THE MEANING SPECIFIED IN
SECTION 409A(A)(2)(B)(I) OF THE CODE.
9.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN THE
EVENT OF A GOOD FAITH DETERMINATION BY THE ADMINISTRATOR THAT ANY OF THE
FOLLOWING ACTS OR OMISSIONS WERE COMMITTED BY A PARTICIPANT, THEN SUCH
PARTICIPANT SHALL IMMEDIATELY FORFEIT ALL RIGHTS TO AMOUNTS
3
CREDITED TO SUCH PARTICIPANT'S DEFERRED COMPENSATION ACCOUNT, AND THE
PARTICIPANT, HIS ESTATE, HIS LEGAL REPRESENTATIVE AND HIS BENEFICIARIES SHALL
HAVE NO FURTHER RIGHTS WITH RESPECT TO SUCH PARTICIPANT'S DEFERRED COMPENSATION
ACCOUNT OR ANY CLAIMS AGAINST THE COMPANY UNDER THIS PROGRAM:
(A)
DISHONEST STATEMENTS OR ACTS OF THE PARTICIPANT WITH RESPECT TO
THE COMPANY, OR ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY;
(B)
THE COMMISSION BY OR INDICTMENT OF THE PARTICIPANT FOR (I) A
FELONY OR (II) ANY MISDEMEANOR INVOLVING MORAL TURPITUDE, DECEIT, DISHONESTY OR
FRAUD ("INDICTMENT," FOR THESE PURPOSES, MEANING AN INDICTMENT, PROBABLE CAUSE
HEARING OR ANY OTHER PROCEDURE PURSUANT TO WHICH AN INITIAL DETERMINATION OF
PROBABLE OR REASONABLE CAUSE WITH RESPECT TO SUCH OFFENSE IS MADE);
(C)
GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INSUBORDINATION OF THE
PARTICIPANT WITH RESPECT TO THE COMPANY OR ANY SUBSIDIARY OR AFFILIATE OF THE
COMPANY; OR
(D)
BREACH BY THE PARTICIPANT OF ANY CONTRACT WITH, OR OTHER
OBLIGATION TO, THE COMPANY.
10.
ANY DISTRIBUTION OF DEFERRED COMPENSATION PAYMENTS WILL BE REDUCED
BY THE AMOUNTS REQUIRED TO BE WITHHELD PURSUANT TO ANY GOVERNMENTAL LAW OR
REGULATION WITH RESPECT TO TAXES OR SIMILAR PROVISIONS.
11.
IF A PARTICIPANT WHO HAS DEFERRED COMPENSATION UNDER THE PROGRAM
DIES BEFORE HE HAS RECEIVED FULL PAYMENT OF THE AMOUNT CREDITED TO HIS DEFERRED
COMPENSATION ACCOUNT, SUCH UNPAID PORTION SHALL BE PAID TO THE PARTICIPANT'S
BENEFICIARY AS DESIGNATED BY THE PARTICIPANT IN WRITING.
IF NO BENEFICIARY HAS
BEEN DESIGNATED OR IF A DESIGNATED BENEFICIARY HAS PREDECEASED THE PARTICIPANT,
SUCH UNPAID PORTION SHALL BE PAID TO THE PARTICIPANT'S