THEREOF.
11.
STOCK SUBJECT TO PLAN.
THE TOTAL NUMBER OF
SHARE UNITS THAT MAY BE CREDITED TO THE ACCOUNTS OF ALL ELIGIBLE DIRECTORS, AND,
SUBJECT TO SECTION 7(D) OF THE PLAN, THE TOTAL NUMBER OF SHARES OF COMMON STOCK
RESERVED AND AVAILABLE FOR ISSUANCE, UNDER THE PLAN SHALL BE 100,000.
12.
CONDITIONS UPON ISSUANCE OF COMMON STOCK.
SHARES OF COMMON STOCK SHALL NOT BE ISSUED PURSUANT TO THE PLAN UNLESS THE
ISSUANCE AND DELIVERY OF SUCH SHARES PURSUANT HERETO SHALL COMPLY WITH ALL
RELEVANT PROVISIONS OF LAW, INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT OF
1933, AS AMENDED, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, THE RULES AND
REGULATIONS PROMULGATED THEREUNDER, AND THE REQUIREMENTS OF ANY STOCK EXCHANGE
UPON WHICH THE SHARES OF COMMON STOCK MAY THEN BE LISTED, AND SHALL BE FURTHER
SUBJECT TO THE APPROVAL OF COUNSEL FOR THE COMPANY WITH RESPECT TO SUCH
COMPLIANCE.
6
13.
AMENDMENT AND TERMINATION.
THIS PLAN MAY BE
AMENDED, MODIFIED OR TERMINATED AT ANY TIME BY THE BOARD OF DIRECTORS OF THE
COMPANY; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT, MODIFICATION OR TERMINATION
SHALL, WITHOUT THE CONSENT OF A PARTICIPANT, ADVERSELY AFFECT SUCH PARTICIPANT'S
RIGHTS WITH RESPECT TO AMOUNTS THERETOFORE ACCRUED TO THE PARTICIPANT'S ACCOUNT
AND ANY AMENDMENT OR TERMINATION OF THE PLAN SHALL BE EFFECTED IN ACCORDANCE
WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE.
14.
SECTION 409A OF THE CODE.
A.
THE TERMS AND CONDITIONS OF THE PLAN
ARE INTENDED TO COMPLY (AND SHALL BE INTERPRETED IN ACCORDANCE) WITH
SECTION 409A OF THE CODE AND THE REGULATIONS THEREUNDER.
B.
FOR PURPOSES OF THIS PLAN, "SEPARATION
FROM SERVICE" SHALL MEAN A "SEPARATION FROM SERVICE," AS DEFINED IN SECTION 409A
OF THE CODE.
C.
NO ACTION SHALL BE TAKEN UNDER THE PLAN
THAT WILL CAUSE ANY ACCOUNT TO FAIL TO COMPLY IN ANY RESPECT WITH SECTION 409A
OF THE CODE WITHOUT THE WRITTEN CONSENT OF THE PARTICIPANT.
D.
ANY ADJUSTMENTS TO SHARE UNITS AND/OR
CASH PAYMENTS MADE PURSUANT TO PARAGRAPH 7(D) SHALL BE MADE (I) IN COMPLIANCE
WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE AND (II) IN SUCH A MANNER AS
TO ENSURE THAT AFTER SUCH ADJUSTMENT AND/OR CASH PAYMENT THE SHARE UNITS OR
DEFERRED FEES COMPLY WITH THE REQUIREMENTS OF SECTION 409A OF THE CODE.
E.
NOTWITHSTANDING ANY OTHER PROVISION OF
THIS PLAN TO THE CONTRARY, IF THE PARTICIPANT IS A SPECIFIED EMPLOYEE AT THE
TIME OF HIS OR HER SEPARATION FROM SERVICE, ANY PAYMENT TO BE MADE TO A
PARTICIPANT UPON HIS OR HER SEPARATION FROM SERVICE SHALL BE DELAYED UNTIL THE
EARLIER OF (I) FIRST DAY OF THE SEVENTH MONTH FOLLOWING HIS OR HER SEPARATION
FROM SERVICE OR (II) DEATH..
FOR PURPOSES OF THIS PLAN, "SPECIFIED EMPLOYEE"
SHALL MEAN ANY PARTICIPANT WHO IS A "KEY EMPLOYEE" (AS DEFINED IN CODE
SECTION 416(I) WITHOUT REGARD TO PARAGRAPH (5) THEREOF), AS DETERMINED BY THE
COMPANY IN ACCORDANCE WITH ITS UNIFORM POLICY WITH RESPECT TO ALL ARRANGEMENTS
SUBJECT TO CODE SECTION 409A, BASED UPON THE TWELVE (12) MONTH PERIOD