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Exhibit 4.1
NASH FINCH COMPANY
DEFERRED COMPENSATION PLAN
ARTICLE 1
Description
1.1
Plan Name. The
name of the Plan is the “Nash Finch Company Deferred Compensation
Plan.”
1.2
Plan Purpose. The
purpose of the Plan is to provide Participants with the opportunity to defer a
portion of the Covered Compensation that would otherwise be payable to them and
to compensate Participants for the amount, if any, by which such deferrals
decrease the amount of profit sharing or company matching contributions that
would otherwise be made on their behalf pursuant to the Profit Sharing Plan or
a 401(k) Plan. The Plan is intended to comply in form and operation with
the requirements of Code section 409A and will be construed and administered in
a manner that is consistent with such intent.
1.3
Plan Type. The
Plan is an unfunded plan maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees and, as such, is intended to be exempt from the provisions of Parts
2, 3 and 4 of Subtitle B of Title I of ERISA by operation of sections 201(2),
301(a)(3) and 401(a)(4) thereof, respectively, and from the provisions of
Title IV of ERISA, to the extent otherwise applicable, by operation of
section 4021(b)(6) thereof. The Plan will be construed and administered
in a manner that is consistent with and gives effect to such intent.
1.4
Relationship to Income Deferral
Plan. Effective June 1, 1994, the Company adopted the
Nash Finch Company Income Deferral Plan, a plan similar in purpose and type to
the Plan. Because of changes in the Code that change the taxation of
non-qualified deferred compensation arrangements for amounts deferred on or
after January 1, 2005, the Company has elected (i) to amend the Income Deferral
Plan to provide that there may be no new participants in that plan after
December 31, 2004 and that no additional compensation amounts may be deferred
under that plan after December 31, 2004, and (ii) to adopt this new Plan for
compensation amounts deferred after December 31, 2004, in each case determining
the timing of any deferral in a manner consistent with Code section 409A and
the regulations, rulings and guidance issued thereunder by the U.S. Treasury
Department and the Internal Revenue Service.
ARTICLE 2
Eligibility, Selection and Enrollment
2.1
Eligibility.
(a)
Participation in the Plan shall be
limited to Qualified Employees of Employers. From that group of Qualified
Employees, the Compensation Committee shall select, in its sole discretion,
those Qualified Employees who may actually participate in this Plan. The
Compensation Committee may discharge this responsibility by designating
specific categories of Qualified Employees (such as by title, position or pay
grade) who are entitled to participate in the Plan.
(b)
At any time during a Plan Year, the
Compensation Committee may determine (either specifically or through the
application of a category designation described in Section 2.1(a)) that a
Qualified Employee who became such after the beginning of the Plan Year is
eligible to participate in the Plan with respect to the remainder of the Plan
Year.
(c)
The fact that an Employee has been
eligible to make deferral elections under Article 3 with respect to any
particular Plan Year does not give the Employee any right to make deferral
elections in any other Plan Year. Nevertheless, a determination that a
Qualified Employee is eligible to make deferral elections under the Plan shall
be effective from one Plan Year to the next so long as the individual remains a
Qualified Employee and the Compensation Committee does not act to deny that
individual the ability to make deferral elections for a future Plan Year.
(d)
A Participant who has suspended his or
her deferral elections in connection with an Unforeseeable Emergency is not
eligible to elect additional deferrals with respect to the remainder of the
Plan Year during which the suspension occurs.
2.2
Enrollment and Commencement of
Participation.
(a)
As a condition to participation, each
Qualified Employee who is selected to participate in the Plan as of the first
day of a Plan Year shall complete and submit to the Administrative Committee an
election and a beneficiary designation in the form and manner prescribed by
Plan Rules prior to the first day of such Plan Year, or such earlier deadline
as may be established by the Plan Rules.
(b)
An Employee who first becomes a Qualified
Employee after the first day of a Plan Year must, in order to participate for
the remainder of that Plan Year, complete and submit to the Administrative
Committee the election and designation specified in Section 2.2(a) within thirty
(30) days after he or she first becomes eligible to participate in the Plan, or
by such earlier deadline as may be established by Plan Rules. In such
event, such person shall not be permitted to defer under this Plan any portion
of his or her Covered Compensation that is paid with respect to services
performed prior to his or her participation commencement date.
(c)
Each Qualified Employee who is selected
to participate in the Plan shall commence participation in the Plan on the date
that the Administrative Committee determines, in its sole discretion, that the
Qualified Employee has met all participation requirements, including returning
all required documents to the Administrative Committee within the specified time
period. The Administrative Committee shall process a Participant’s
deferral election as soon as administratively practicable after such deferral
election is submitted to and accepted by the Administrative Committee.
(d)
If a Qualified Employee fails to meet all
requirements contained in this Section 2.2 within the period required, that
Qualified Employee shall not be entitled to participate in the Plan during such
Plan Year. In addition, the Administrative Committee may establish from
time to time such other enrollment requirements as it determines in its sole
discretion are necessary or desirable.
2.3
Transfer Among Employers. A
Participant who transfers employment from one Employer to another Employer and
who continues to be a Qualified Employee after the transfer will, for the
duration of the Plan Year during which the transfer occurs, continue to
participate in the Plan in accordance with the deferral election in effect for
the portion of the Plan Year before the transfer, as a Qualified Employee of
such other Employer.
2.4
Multiple Employment. A
Participant who is simultaneously employed as a Qualified Employee with more
than one Employer will participate in the Plan as a Qualified Employee of all
such Employers on the basis of a single deferral election applied separately to
his or her Covered Compensation from each such Employer.
2.5
Termination or Ceasing to be a
Qualified Employee. A Participant who, during a Plan Year,
terminates his or her employment with all Employers or is determined by the
Administrative Committee to have otherwise ceased to be a Qualified Employee is
not eligible for further
deferral credits for the remainder of the Plan Year in which such termination or determination occurs, and any related deferral election the Participant has made for the remainder of such Plan Year shall be terminated. If a Participant is no longer eligible to defer compensation under this Plan, the Participant’s Account shall continue to be governed by the terms of this Plan until such time as the Participant’s Account Balance is paid in accordance with the terms of this Plan.
2.6
Condition of Participation. Each
Qualified Employee, as a condition of participation, is bound by all of the
terms and conditions of the Plan and the Plan Rules, including but not limited
to the reserved right of the Company to amend or terminate the Plan, and must
furnish to the Administrative Committee such pertinent information as the
Administrative Committee or Plan Rules may require.
2.7
Termination of Participation. A
Participant or Beneficiary will cease to be such as of the date on which his or
her entire Account Balance has been distributed.
ARTICLE 3
Deferral Elections
3.1
Minimum Deferrals.
(a)
Covered Compensation. For each full Plan Year, a Participant may
elect to defer the payment of his or her Base Salary, Bonus, Commissions or
LTIP Amount, or any two or more of the foregoing components of Covered
Compensation, by any one percent increment from one percent to a maximum
percentage specified in Section 3.2. The percentage so elected for Base
Salary will automatically apply to the Participant’s Base Salary as
adjusted from time to time. The Participant may also elect to defer any
dollar amount of any component of Covered Compensation, in even $1,000 increments,
so long as the total amount deferred will not, in any case, exceed the
applicable maximum percentage specified in Section 3.2. For an election
to be effective, the following minimum annual deferral amounts must be attained
for each component of Covered Compensation to be deferred for a Plan Year:
|
Deferral |
|
Minimum Amount |
|
|
|
Base Salary |
|
$ |
3,000 |
|
|
Bonus |
|
$ |
3,000 |
|
|
Commissions |
|
$ |
3,000 |
|
|
LTIP Amount |
|
$ |
3,000 |
|
If the Administrative Committee determines, prior to the beginning of a Plan Year, that a Participant has made an election with respect to any component of Covered Compensation for less than the stated minimum annual deferral amount, or if no election is made, the amount deferred for that component of Covered Compensation shall be zero. If the Administrative Committee determines at any time before a Bonus, Commission or LTIP Amount would otherwise be paid that a Participant has deferred less than the stated minimum amount for that component of Covered Compensation for the applicable Plan Year, the amount deferred for that component shall be zero.
(b)
Short Plan Year. If a Qualified Employee first becomes eligible
to participate in the Plan after the first day of a Plan Year, the applicable
minimum annual deferral amounts for such Plan Year shall in each case be an
amount equal to the minimum amount set forth in Section 3.1(a), multiplied by a
fraction, the numerator of which is the number of complete months remaining in
the Plan Year after the Qualified Employee first becomes eligible to
participate in the Plan and the denominator of which is 12.
(c)
Revocation or Suspension of
Election. No deferral elections with respect to Base
Salary, Bonus, Commissions or LTIP Amounts may be revoked after the last day by which they must be received by the Administrative Committee to be effective, subject to the ability of a Participant to suspend deferrals as provided in Sections 8.1 or 10.2. In addition, deferrals will be suspended to the extent necessary for the Employer to comply with the hardship withdrawal provisions of such Employer’s 401(k) plan.
3.2
Maximum Deferral.
(a)
Covered Compensation. For each full Plan Year, a Participant may
elect to defer Base Salary, Bonus, Commissions, and/or LTIP Amount up to the
following maximum percentages for each deferral elected:
|
Deferral |
|
Maximum Percentage |
|
|
Base Salary |
|
75 |
% |
|
Bonus |
|
100 |
% |
|
Commissions |
|
100 |
% |
|
LTIP Amount |
|
100 |
% |
(b)
Short Plan Year. If a Qualified Employee first becomes eligible
to participate in the Plan after the first day of a Plan Year, the applicable
maximum annual deferral amounts for such Plan Year shall, in each case, be
limited to (i) the amount of Covered Compensation payable to the Participant
with respect to services rendered to Employers after the date the Qualified
Employee becomes a Participant, multiplied by (ii) the applicable percentage
specified in the table in Section 3.2(a).
3.3
Elections to be Made.
(a)
First Plan Year. In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make the
following elections:
(i)
an election, as described in Section
3.1(a), as to the amount of each component of Covered Compensation payable with
respect to services performed during the Plan Year in which the Participant
commences participation in the Plan that is to be deferred;
(ii)
an election, as described in Section
7.1(a), as to whether the Participant wishes to receive a Scheduled
Distribution of some or all of the Covered Compensation to be deferred for the
Plan Year in which the Participant commences participation in the Plan;
(iii)
a one-time, irrevocable election, as
described in Section 7.2(b), as to the manner in which the Participant will
receive his or her Retirement Benefit;
(iv)
a one-time, irrevocable election, as
described in Section 7.3(b), as to the manner in which the Participant will
receive his or her Termination Benefit;
(v)
a one-time, irrevocable election, as
described in Section 7.4(b), as to the manner in which the Participant will
receive his or her Disability Benefit;
(vi)
a one-time, irrevocable election, as
described in Section 7.6(a), as to whether the Participant will receive a
Change in Control Benefit;
(vii)
a one-time, irrevocable election, as
described in Sections 16.8(a), (b) and (e), as to whether the Participant will
defer the commencement of benefit payments as provided in those Sections; and
(viii)
such other elections as the
Administrative Committee deems necessary or desirable under the Plan.
For any election to be valid, the election must be completed by the Participant, timely submitted to the Administrative Committee (in accordance with Section 2.2 above) and accepted by the Administrative Committee.
(b)
Subsequent Plan Years. For each succeeding Plan Year, each
Participant shall make a deferral election as to the amounts of Base Salary,
Bonus, Commissions and/or LTIP Amounts payable with respect to services
rendered during such Plan Year, an election with respect to a Scheduled
Distribution of some or all of the Covered Compensation to be deferred for such
Plan Year, and such other elections as the Administrative Committee deems
necessary or desirable under the Plan. Such elections shall be made by
timely submitting a new election to the Administrative Committee, in accordance
with Plan Rules, before the end of the Plan Year preceding the Plan Year for
which the election is made. If no such election is timely submitted for a
Plan Year, the Covered Compensation to be deferred shall be zero for that Plan
Year.
ARTICLE 4
Crediting and Vesting of Contributions to a
Participant’s Account
4.1
Participant Accounts. The
Administrative Committee will establish and maintain an Account for each
Participant to evidence amounts credited with respect to the Participant
pursuant to Articles 4 and 5. If a Participant defers Covered
Compensation from more than one Employer, the Administrative Committee will
establish a separate Account for the Participant with respect to each such Employer.
A Participant’s Account may include a Cash Subaccount and a Share
Subaccount. A Participant’s Cash Subaccount may include a Deferral
and Matching Subaccount, a Scheduled Distribution Subaccount and a Company
Contribution Subaccount. A Participant’s Share Subaccount may
include a Deferral Subaccount and a Scheduled Distribution Subaccount.
4.2
Withholding and Crediting of
Covered Compensation. For
each Plan Year, deferrals of Base Salary shall be withheld from each regularly
scheduled Base Salary payroll in equal amounts, as adjusted from time to time
for increases and decreases in Base Salary. Deferrals of Bonus,
Commissions and/or LTIP Amount shall be withheld at the time the Bonus,
Commissions or LTIP Amount is or otherwise would be paid to the Participant,
whether or not this occurs or would occur during the Plan Year to which these
amounts relate. Deferral of an LTIP Amount that is payable in Shares will
be credited to the Participant’s Share Subaccount (and specifically to
the Deferral Subaccount, if one is established) at the time such amounts would
otherwise have been paid to the Participant. Deferred amounts of Covered
Compensation other than amounts described in the preceding sentence will be
credited to a Participant’s Cash Subaccount (and specifically to the
Deferral and Matching Subaccount, if one is established) at the time such
amounts would otherwise have been paid to the Participant.
4.3
Company Contribution Amount. For
any Plan Year, an Employer may, in its sole discretion, credit any amount to
the Company Contribution Subaccount of any Participant who has elected to defer
Covered Compensation hereunder for that Plan Year, and any amount so credited
shall be for that Participant the Company Contribution Amount for that Plan
Year. The amount, if any, so credited to a Participant’s Account
for a Plan Year will be determined by the Compensation Committee in the case of
the Company, or by the Board of any other Employer, and may be smaller
(including zero) or larger than the amount credited to any other
Participant. The Company Contribution Amount described in this Section
4.3, if any, shall be credited on a date or dates to be determined by the
applicable Employer.
4.4
Company Matching Amount. If a
matching contribution is made on behalf of a Participant for any Plan Year
pursuant to an applicable 401(k) Plan, and if that Participant has elected to
defer Covered Compensation hereunder for that Plan Year, then the
Participant’s Deferral and Matching Subaccount will be credited with an
amount equal to the amount, if any, by which (i) the amount of the matching
contribution that would have been allocated to such Participant’s
matching account under the 401(k) Plan for the Plan Year but for the deferrals
made pursuant to this Plan exceeds (ii) the amount of the matching contribution
actually allocated to such Participant’s 401(k) Plan account for the Plan
Year. The amount of any such credit shall be for that Participant the
Company Matching
Amount for that Plan Year. Any Company Matching Amount so credited to the Account of a Participant under this Plan for any Plan Year shall be credited on a date or dates to be determined by the Employer.
4.5
Company Profit Sharing Amount. If a
profit sharing contribution is made on behalf of a Participant for any Plan
Year pursuant to the Profit Sharing Plan, and if that Participant has elected
to defer Covered Compensation hereunder for that Plan Year, then the
Participant’s Deferral and Matching Subaccount will be credited with an
amount equal to the amount, if any, by which (i) the amount of the profit
sharing contribution that would have been allocated to his or her account under
the Profit Sharing Plan for that Plan Year but for deferrals made pursuant to
this Plan exceeds (ii) the amount of the profit sharing contribution actually
allocated to his or her account under the Profit Sharing Plan for such Plan
Year. The amount of any such credit shall be for that Participant the
Company Profit Sharing Amount for that Plan Year. Any Company Profit
Sharing Amount so credited to the Account of a Participant under this Plan for
any Plan Year shall be credited on a date or dates to be determined by the
Employer.
4.6
Crediting of Amounts after
Benefit Distribution.
Notwithstanding any provision in this Plan to the contrary, should the complete
distribution of a Participant’s vested Account Balance occur prior to the
date on which any portion of the Covered Compensation that a Participant has
elected to defer in accordance with Section 3.3 would otherwise be credited to
the Participant’s Account, such amount shall not be credited to the
Participant’s Account, but shall be paid to the Participant in a single
lump sum cash payment as soon as administratively practicable after such amount
would otherwise have been credited to the Participant’s Account.
4.7
Vesting.
(a)
A Participant shall at all times be 100%
vested in his or her Deferral and Matching Subaccount, Deferral Subaccount and
Scheduled Distribution Subaccount.
(b)
Subject to Section 4.7(c), a Participant
shall become vested in his or her Company Contribution Amount for any Plan
Year, together with Investment Credits thereon, on the basis of the number of
years (consecutive 12 month periods) that have passed since the Company
Contribution Amount was credited to the Participant’s Account, so long as
the Participant is an Employee of an Employer as of the last day of each such
12-month period. Such vesting shall occur in accordance with the
following schedule:
|
Years
Since Company Contribution |
|
Vested Percentage |
|
|
Less than 1 year |
|
0 |
% |
|
1 year or more, but less than 2 |
|
33 |
% |
|
2 years or more, but less than 3 |
|
66 |
% |
|
3 years or more |
|
100 |
% |
(c)
Subject to Section 4.7(d), in the event
of a Change in Control, or upon a Participant’s Disability or death while
employed by an Employer, a Participant’s Company Contribution Subaccount
shall immediately become 100% vested.
(d)
The vesting schedule for a
Participant’s Company Contribution Subaccount shall not be accelerated
upon a Change in Control to the extent that the Administrative Committee
determines that such acceleration would cause the deduction limitations of
Section 280G of the Code to become effective.
(e)
Section 4.7(d) shall not prevent the
acceleration of the vesting schedule applicable to a Participant’s
Company Contribution Subaccount if such Participant is entitled to a payment to
eliminate the effect of the Code section 4999 excise tax pursuant to any
separate agreement entered into between such Participant and his or her
Employer.
ARTICLE 5
Investment Credits
5.1
Cash Subaccounts.
(a)
Designation of Measurement Funds. The Administrative Committee will designate
two or more Measurement Funds that will serve as the basis for determining
Investment Credits to a Participant’s Cash Subaccount. The
Administrative Committee may, from time to time, designate additional
Measurement Funds or eliminate any previously designated Measurement
Funds. The designation or elimination of a Measurement Fund pursuant to
this Section 5.1(a) is not a Plan amendment. The Administrative Committee
will not be responsible in any manner to any Participant, Beneficiary or other
person for any damages, losses, liabilities, costs or expenses of any kind
arising in connection with any designation or elimination of a Measurement
Fund.
(b)
Participant Direction. A Participant must direct the manner in which
amounts credited to his or her Cash Subaccount pursuant to Article 4 will be
allocated among and deemed to be invested in the Measurement Funds designated
pursuant to Section 5.1(a). Such allocation and investment directions
shall be submitted to the Administrative Committee in the form and manner
established by Plan Rules. If a Participant fails to direct the manner in
which amounts credited to his or her Cash Subaccount will be deemed to be invested,
his or her Cash Subaccount Balance will automatically be allocated to and
deemed invested in the Measurement Fund specified in Plan Rules. Amounts
will be deemed to be invested in accordance with the Participant’s
direction on or as soon as administratively practicable after the date the
amounts are credited to the Participant’s Cash Subaccount.
(c)
Change in Direction for Account
Balances and Future Credits.
A Participant may, at any time, direct a change in the manner in which future
credits to his or her Cash Subaccount pursuant to Article 4 will be, or his or
her existing Account Balance is, allocated among and deemed to be invested in
the Measurement Funds designated pursuant to Section 5.1(a). Any such direction
may be made separately for an existing Cash Subaccount Balance and for future
amounts to be credited to a Cash Subaccount. Any change in allocation and
investment direction shall be submitted to the Administrative Committee in the
form and manner established by Plan Rules, and will be effective as soon as
reasonably practicable after receipt of the election by the Administrative
Committee.
(d)
Change in Direction for Existing
Cash Subaccount Balance. In
providing any direction described in Sections 5.1(b) and (c), the Participant
shall specify on the election form, in increments of one percent (1%), the
percentage of his or her Cash Subaccount Balance or of future credits to his or
her Cash Subaccount, as applicable, to be allocated/reallocated to each
Measurement Fund. Any such direction will remain in effect until the
Participant subsequently submits a properly completed new election form to the
Administrative Committee.
(e)
Account Adjustment. As of the close of business on each day on
which trading occurs on the NASDAQ Stock Market, the Administrative Committee
will cause each Participant’s Cash Subaccount Balance to be adjusted
(upward or downward) to reflect the investment performance, since the last
adjustment, of the Measurement Funds among which the Cash Subaccount Balance
has been allocated and hypothetically invested.
5.2
Share Subaccounts.
(a)
Dividends. As
of the first day of the calendar quarter following the date on which dividends
are paid on Shares, a Participant’s Deferral and Matching Subaccount will
be credited with the dollar amount of the dividends that would have been
payable to the Participant if the number of Share Units credited to the
Participant’s Share Subaccount on the record date for such dividend
payment had been Shares registered in the name of such Participant.
(b)
Adjustments. In
the event of a reorganization, recapitalization, stock split, stock dividend,
coordination of shares, merger, consolidation, rights offering or any other
change in the Company’s corporate structure or Shares, the Administrative
Committee will make such adjustment, if any, as the Administrative Committee
may deem appropriate in the number and kind of Share Units credited to Share
Subaccounts.
5.3
No Actual Investment. The Measurement Funds and Share Units are to
be used only for record-keeping purposes to adjust a Participant’s
Account Balance, and nothing contained in this Plan or done in accordance with
the terms of this Plan shall be considered or construed in any manner as an
actual investment of a Participant’s Account Balance in any such
Measurement Fund or Share Units. A Participant’s Account Balance
will at all times be a bookkeeping entry only and will not represent any
investment made on his or her behalf by any Employer or the Trust; the
Participant shall at all times remain an unsecured creditor of the applicable
Employer. If any Employer or the Trustee decides to invest funds in any
or all of the investments on which the Measurement Funds or Share Units are
based, or in any comparable investments, no Participant shall have any rights
in or to such investments themselves.
5.4
Participant Responsibilities. Each Participant is solely responsible for any
and all consequences of his or her investment directions made pursuant to this
Article 5. Neither any Employer, any of its directors, officers or
employees, the Compensation Committee nor the Administrative Committee has any
responsibility to any Participant or other person for any damages, losses,
liabilities, costs or expenses of any kind arising in connection with any
investment direction made by a Participant pursuant to this Article 5.
ARTICLE 6
FICA and Other Taxes
6.1
Deferred and Matching Amounts. For each Plan Year in which Covered
Compensation is being deferred by a Participant, and for each Plan Year in
which a Company Matching Amount and/or a Company Profit Sharing Amount is
credited to a Participant’s Account, the Employer(s) shall withhold from
that portion of the Participant’s Covered Compensation that is not being
deferred, in a manner determined by the Employer(s), the Participant’s
share of FICA and other employment taxes on such deferred and credited
amounts. If necessary, the Administrative Committee may reduce the amount
of Covered Compensation that is deferred in order to comply with this Section
6.1.
6.2
Company Contributions. When a Participant becomes vested in a portion
of his or her Company Contribution Subaccount, the applicable Employer(s) shall
withhold from the portion of the Participant’s Covered Compensation that
is not being deferred, in a manner determined by the Employer(s), the
Participant’s share of FICA and other employment taxes on such vested
amount.
6.3
Distributions. The applicable Employer(s), or the Trustee,
shall withhold from any distributions made to a Participant under this Plan all
federal, state and local income, employment and other taxes required to be
withheld by the Employer(s) in connection with such payments, in amounts and in
a manner to be determined in the sole discretion of the Employer(s) and the
Trustee.
ARTICLE 7
Distributions of Amounts Credited to Plan Accounts
7.1
Scheduled Distributions.
(a)
Electing a Scheduled Distribution. Subject to Section 7.1(c), in connection with
each annual election to defer Covered Compensation, a Participant may
irrevocably elect to receive a Scheduled Distribution from the Plan with
respect to all or a portion of the amount of Covered Compensation to be
deferred for such Plan Year. The Scheduled Distribution with respect to a
particular Plan Year shall be a single lump sum payment in an amount that is
equal to the balance in the Scheduled Distribution Subaccount applicable to
that Plan Year, calculated as of the close of business on the January 1 on
which the Scheduled Distribution becomes payable. Each Scheduled
Distribution elected shall be paid out during a 60 day period commencing
immediately after the January 1 payable date designated by the
Participant. The January 1 payable date designated by the Participant
must be at least three Plan Years after the end of the Plan Year to which the
Participant’s deferral election described in this Section 7.1(a)
relates. By way of example, if a Scheduled Distribution is elected for
Covered Compensation payable with respect to services performed in the Plan
Year commencing January 1, 2005, the Scheduled Distribution could first
become payable on January 1, 2009 and would be paid out during the 60 day
period immediately thereafter.
(b)
Postponing Scheduled Distributions. Subject to Section 7.1(c), a Participant may
make a one-time election to postpone any Scheduled Distribution described in
Section 7.1(a) above, and have such amount paid out in a single lump sum
payment during a 60 day period commencing immediately after an allowable
alternative distribution payable date designated by the Participant in accordance
with this Section 7.1(b). In order to make this one-time election, the
Participant must submit a new Scheduled Distribution election form to the
Administrative Committee in accordance with the following criteria:
(i)
Such election form must be submitted to
and accepted by the Administrative Committee at least 12 months prior to the
Participant’s previously designated Scheduled Distribution payable date;
(ii)
The new Scheduled Distribution payable
date selected by the Participant must be a January 1 at least five years after
the previously designated Scheduled Distribution payable date; and
(iii)
The election of the new Scheduled
Distribution payable date will not be effective until 12 months after the date
on which the election is made.
(c) Other Distributions Take Precedence. If a Participant becomes entitled to the di
