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AMENDMENTS
TO THE
DEFERRED FEE PLAN FOR DIRECTORS
The
Deferred Fee Plan for Directors (the “Plan”) shall be
amended by inserting the following new Section at the end of the
Plan, effective as of January 1, 2009, or as of the date
otherwise specifically provided below:
“18.
Section 409A Requirements . Notwithstanding any other
provision of the Plan to the contrary, effective as of
January 1, 2009, the terms of this Section 18 shall apply
to the payment of a participant’s deferred compensation
account under the Plan. This Section 18 is intended to ensure
that the terms of the Plan comply with Section 409A of the
Internal Revenue Code of 1986, as amended, and the regulations and
other guidance issued thereunder
(“Section 409A”).
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(a)
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Payment of Accounts
. Notwithstanding any other provision of the Plan to the contrary,
effective as of January 1, 2009, the value of a
participant’s deferred compensation account shall be payable
solely in a single lump sum within the 90-day period beginning on
the participant’s Completion Date or date of death, if
earlier. The participant shall have no influence on any
determination as to the tax year in which the payment is
made.
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(b)
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No Deferral of Payment
. Effective as of January 1, 2009, a participant may not elect
to defer receipt of any portion of his deferred compensation
account or to receive such amounts in the form of installment
payments. A participant’s election to defer receipt of any
portion of his deferred compensation account or to be paid in
installments pursuant to the provisions of Section 10, above,
shall be null and void as of January 1, 2009.
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(c)
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Provisions Intended to Ensure Compliance with
Section 409A
. This Section 18 and any other provision of this Plan that
applies to deferrals, including the rights of the Company or a
participant with respect to the deferrals, shall be limited to
those terms permitted under Section 409A. Any terms not
permitted under Section 409A shall be automatically modified
and limited to the extent necessary to comply with
Section 409A, but only to the extent such modification or
limitation is permitted under Section 409A.
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