Common use of Deferral of Compensation Clause in Contracts

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock the assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to may elect to irrevocably defer receipt, pursuant to written deferral election terms and forms arrangements (the "“Deferral Election Forms")”) under and subject to the terms of the CVS Corporation Deferred Compensation Plan, the CVS Corporation Deferred Stock Compensation Plan or any successor or replacement plan or plans, of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4, 4 and Section 5 and (ii) long-long term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise6; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship an unforeseeable emergency on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, taxes and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." . The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.”

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the ."rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company and to the extent then permitted by applicable law, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-any long term incentive compensation under Section 5(a)which may then be applicable, (iii) deferred or restricted stock grants, and (iiiiv) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10 or by applicable law, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive’s hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive’s deferred accounts and pay to Executive cash equal to the cash value of any other assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and Executive's annual incentive compensation under Section 4, (ii4(b) long-term incentive compensation under Section 5(a), and (iiiuntil such date(s) shares acquired upon exercise of options granted in accordance with Sections 5(aor event(s) and (b) that are acquired in an exercise in which Executive pays the exercise price as elected by the surrender of previously acquired shares, to Executive and specified in the extent of the net additional shares acquired by Executive in such exerciseDeferral Election Forms; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation wages in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall , in lieu of payment by the Company to Executive, credit to one or more bookkeeping accounts maintained for Executive Executive, on the respective payment date or dates, amounts equal dates payments would otherwise be due to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and Executive a number of phantom shares of Common Stock equal to (1) divided by (2) where (1) is the cash amount deferred multiplied times the number of shares credited to Executive's account pursuant to this Section 5(c1.25 and (2) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to is the value of the assets a share of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship Common Stock on the part date such shares are credited. Phantom shares shall not entitle the Executive to receive any shares of Executive, upon Common Stock nor to vote or receive dividends. Upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any phantom shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts in full or in part by directing the Trustee to distribute the assets of the "rabbi trust." and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and Executive's annual incentive compensation under Section 4, (ii4(b) long-term incentive compensation under Section 5(a), and (iiiuntil such date(s) shares acquired upon exercise of options granted in accordance with Sections 5(aor event(s) and (b) that are acquired in an exercise in which Executive pays the exercise price as elected by the surrender of previously acquired shares, to Executive and specified in the extent of the net additional shares acquired by Executive in such exerciseDeferral Election Forms; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation wages in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall , in lieu of payment by the Company to Executive, credit to one or more bookkeeping accounts maintained for Executive Executive, on the respective payment date or dates, amounts equal dates payments would otherwise be due to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and Executive a number of phantom shares of common stock of Walbro ("Common Stock") equal to (1) divided by (2) where (1) is the cash amount deferred multiplied times the number 1.25 and (2) is the value of a share of Common Stock on the date such shares are credited. Phantom shares shall not entitle the Executive to receive any shares of Common Stock equal nor to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts")vote or receive dividends. Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon Upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any phantom shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts in full or in part by directing the Trustee to distribute the assets of the "rabbi trust." and the Company and Walbro shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c5(d) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, private equity and limited partnerships, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.the

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 11, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to the Executive any shares of Company common stock credited to the Executive's deferred accounts and pay to the Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 12); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The To the extent permitted by then applicable law, the Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-any long term incentive compensation under Section 5(a)which may be applicable and (iii) deferred or restricted stock grants, and (iiiiv) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 11 or by applicable law, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to the Executive any shares of Company common stock credited to the Executive's deferred accounts and pay to the Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 12); provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, however that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company and to the extent then permitted by applicable law, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his her annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-term incentive compensation under Section 5(a)deferred or restricted stock grants, and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on her wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10 or by applicable law, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive’s hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive’s deferred accounts and pay to Executive cash equal to the cash value of any other assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, however, Executive acknowledges that his her rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his her death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and Executive's annual incentive compensation under Section 4, (ii4(b) long-term incentive compensation under Section 5(a), and (iiiuntil such date(s) shares acquired upon exercise of options granted in accordance with Sections 5(aor event(s) and (b) that are acquired in an exercise in which Executive pays the exercise price as elected by the surrender of previously acquired shares, to Executive and specified in the extent of the net additional shares acquired by Executive in such exerciseDeferral Election Forms; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation wages in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall shall, in lieu of payment by the Company to Executive, credit to one or more bookkeeping accounts maintained for Executive Executive, on the respective payment date or dates, amounts equal dates payments would otherwise be due to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and Executive a number of phantom shares of Common Stock equal to (1) divided by (2) where (1) is the cash amount deferred multiplied times the number of shares credited to Executive's account pursuant to this Section 5(c1.25 and (2) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to is the value of the assets a share of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship Common Stock on the part date such shares are credited. Phantom shares shall not entitle the Executive to receive any shares of Executive, upon Common Stock nor to vote or receive dividends. Upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any phantom shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts in full or in part by directing the Trustee to distribute the assets of the "rabbi trust." and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 5 or long term incentive compensation under Section 6, which deferrals will otherwise be in accordance with this Section 7(c). In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust"; PROVIDED, HOWEVER, that a portion of the assets of the "rabbi trust" may be used to reimburse the Company for its reasonable cost of funds resulting from payment of taxes by the Company relating to "rabbi trust" assets during the period of deferral and prior to the settlement of Executive's deferral accounts. The Company shall pay all other costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock the assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(c) shall be fully vested and nonforfeitable; provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company Executive shall implement be entitled to participate in any deferral arrangements or programs implemented from time to time by the Company, including the Company's STEP Program, a description of which is attached hereto as Exhibit D, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's Executives total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 5 or long term incentive compensation under Section 6, which deferrals will not be inconsistent with employee's written deferral election referred to in this Section 7(c). In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's Executive s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's Executive s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." . The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(c) shall be fully vested and nonforfeitable; provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company and FOL shall implement deferral arrangements arrangements, as obligations of FOL, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section Sections 5(a) and 5(b) (including payouts relating to performance shares), and (iii) shares acquired upon exercise of options granted in accordance with under Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 4(b) or long-term incentive compensation under Sections 5(a) and 5(b), which deferrals will otherwise be in accordance with this Section 5(d), and the Company hereby delegates to such Committee full authority to require such mandatory deferral of annual incentive compensation. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, FOL shall, in lieu of payment by FOL to the Company shall (under the Service Agreement in respect of Executive's services) and in lieu of any direct payment by FOL or the Company to Executive, credit to one or more bookkeeping accounts maintained by FOL for Executive Executive, on the respective payment date or datesdates payments would otherwise be due to Executive, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c5(d) shall be transferred as soon as practicable following such crediting by the Company FOL to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive FOL (a "Trustee") pursuant to a "rabbi trust" established by the Company FOL in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust"; provided, however, that a portion of the assets of the "rabbi trust" may be used to reimburse FOL for its reasonable cost of funds resulting from payment of taxes by FOL relating to such rabbi trust assets during the period of deferral and prior to the settlement of Executive's deferral accounts. The Company FOL shall pay all other costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or termination of service to FOL or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company FOL shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company FOL may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company FOL, the Company, and Executive agree that compensation deferred pursuant to this Section 5(c5(d) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c5(d) shall be no greater than those of a general unsecured creditor of the CompanyFOL, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenon-forfeitable (subject to Section 11); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company and to the extent then permitted by applicable law, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-term incentive compensation under Section 5(a)deferred or restricted stock grants, and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10 or by applicable law, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company Executive shall implement be entitled to participate in any deferral arrangements or programs implemented from time to time by the Company, including the Company's STEP Program, a description of which is attached hereto as Exhibit D, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's Executives total cash compensation in any calendar year below the sum of (iI) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 5 or long term incentive compensation under Section 6, which deferrals will not be inconsistent with employee's written deferral election referred to in this Section 7(c). In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock the assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." . The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(c) shall be fully vested and nonforfeitable; provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.