WHEREAS, the Board of Directors of the Company may amend the Plan pursuant to Section 9.7 of
WHEREAS, the Board desires to allow select Plan participants to defer the receipt of cash or
other compensation and thereby to receive Deferred Stock units;
NOW, THEREFORE, the Plan shall be amended, effective immediately, as follows:
1. Section 1.3(a) of the Plan shall be amended by deleting or Annual Incentive Award and
replacing the deleted text with Annual Incentive Award, or Deferred Stock Unit award within the
meaning of Section 4.10 of the Plan.
2. Section 4 of the Plan shall be amended by adding the following Section 4.10, entitled
Deferred Stock Units, immediately after Section 4.9:
4.10. Deferred Stock Units
(a) Elections to Defer. The Committee may permit any Participant who is a Director,
Consultant or member of a select group of management or highly compensated employees (within
the meaning of the Code) to irrevocably elect, on a form provided by and acceptable to the
Committee (the Election Form), forego the receipt of cash or other compensation (including
the Shares deliverable pursuant to any Award other than Restricted Shares for which a
Section 83(b) Election has been made), and in lieu thereof to have the Company credit to an
internal Plan account (the Account) a number of Deferred Stock units (Deferred Stock
Units) having a Fair Market Value equal to the Shares and other compensation deferred.
These credits will be made at the end of each calendar month during which compensation is
deferred. Each Election Form shall take effect on the first day of the next calendar year
(or on the first day of the next calendar month in the case of an initial election by a
Participant who first receives an Award, subject to adjustments by the Committee in
accordance with Code Section 409A) after its delivery to the Company, unless the Company
sends the Participant a written notice explaining why the Election Form is invalid within
five business days after the Company receives it. Notwithstanding the foregoing sentence:
(i) Election Forms shall be ineffective with respect to any compensation that a Participant
earns before the date on which the Company receives the Election Form, and (ii) the
Committee may unilaterally make Awards in the form of Deferred Stock Units, regardless of
whether or not the Participant foregoes other compensation.
(b) Vesting. Unless an Award Agreement expressly provides otherwise, each Participant
shall be 100% vested at all times in any Shares subject to Deferred Stock Units.
(c) Issuances of Shares. The Company shall provide a Participant with one Share for
each Deferred Stock Unit in five substantially equal annual installments that are issued
before the last day of each of the five calendar years that end after the date on which the
Participants Continuous Service terminates, unless
(i) the Participant has properly elected a different form of distribution, on a form
approved by the Committee, that permits the Participant to select any combination of a lump
sum and annual installments that are completed within ten years following termination of the
Participants Continuous Service, and
(ii) the Company received the Participants distribution election form at the time the
Participant elects to defer the receipt of cash or other compensation pursuant to this
Section 4.10(a), provided that such election may be changed through any subsequent election
that (i) is delivered to the Company at least one year before the date on which
distributions are otherwise scheduled to commence pursuant to the Participants election,
and (ii) defers the commencement of distributions by at least five years from the originally
scheduled commencement date. Fractional shares shall not be issued, and instead shall be
paid out in cash.
(d) Crediting of Dividends. Whenever Shares are issued to a Participant pursuant to
Section 4.10(c) above, such Participant shall also be entitled to receive, with respect to
each Share issued, cash dividends or a number of Shares equal to the sum of (i) any stock
dividends, which were declared and paid to the holders of Shares between the Grant Date and
the date such Share is issued, and (ii) a number of Shares equal to the Shares that the
Participant could have purchased at Fair Market Value on the payment date of any cash
dividends for Shares if the Participant had received such cash dividends between the Grant
Date and the settlement date for the Deferred Stock Units.
(e) Emergency Withdrawals. In the event a Participant suffers an unforeseeable
emergency within the contemplation of this Section and Section 409A of the Code, the
Participant may apply to the Company for an immediate distribution of all or a portion of
the Participants Deferred Stock Units. The unforeseeable emergency must result from a
sudden and unexpected illness or accident of the Participant, the Participants spouse, or a
dependent (within the meaning of Section 152(a) of the Code) of the Participant, casualty
loss of the Participants property, or other similar extraordinary and unforeseeable
conditions beyond the control of the Participant. Examples of purposes which are not
considered unforeseeable emergencies include post-secondary school expenses or the desire to
purchase a residence. In no event will a distribution be made to the extent the
unforeseeable emergency could be relieved through reimbursement or compensation by insurance
or otherwise, or by liquidation of the Participants nonessential assets to the extent such
liquidation would not itself cause a severe financial hardship. The amount of any
distribution hereunder shall be limited to the amount necessary to relieve the Participants
unforeseeable emergency plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution. The Committee shall determine whether a Participant has a
qualifying unforeseeable emergency and the amount which qualifies for distribution, if any.
The Committee may require evidence of the purpose and amount of the need, and may establish
such application or other procedures as it deems appropriate.
(f) Unsecured Rights to Deferred Compensation. A Participants right to Deferred Stock
Units shall at all times constitute an unsecured promise of the Company to pay benefits as
they come due. The right of the Participant or the Participants duly-authorized transferee
to receive benefits hereunder shall be solely an unsecured claim against the general assets
of the Company. Neither the Participant nor the Participants duly-authorized transferee
shall have any claim against or rights in any specific assets, shares, or other funds of the
3. Sections 1.2, 1.3, 1.4, 1.5, 1.6, 8.1, 9.2, 9.3, 9.4, 9.5, 9.7, and 9.8 of the Plan shall
be amended by inserting Deferred Stock Units immediately after Restricted Stock Units wherever
the latter term appears, and by inserting the singular Deferred Stock Unit wherever Restricted
Stock Unit appears.
4. Section 9.6(a) of the Plan shall be amended by adding the following text at the end of its
first sentence: or the settlement of a Deferred Stock Unit Award.
Nothing herein shall be held to alter, vary or otherwise affect the terms or conditions of the
Plan, except as stated above.