|
Exhibit
10.5
KINDRED DEFERRED
COMPENSATION PLAN
Second Amendment and
Restatement Effective
as of January 1,
2005
(to address proposed
Code Section 409A regulations)
Purpose and
History
This Plan is designed to
provide specified benefits to a select group of management or
highly compensated Employees who contribute materially to the
continued growth, development and future business success of
Kindred Healthcare, Inc., a Delaware corporation, and its
subsidiaries and affiliates. This Plan shall be unfunded for tax
purposes and for purposes of Title I of ERISA.
This Plan was originally
adopted as the Vencor, Inc. Deferred Compensation Plan, effective
as of January 1, 1996 (the “1996 Plan”). It was
assumed by the current sponsoring company pursuant to an Employee
Benefits Agreement in connection with the April 30, 1998 spin
off between Vencor, Inc. (predecessor of a company currently called
Ventas, Inc.) and Vencor Healthcare, Inc., after which spin off,
Vencor Healthcare, Inc. changed its name to Vencor, Inc. At that
time, the Plan was restated (the “1998
Plan”).
Vencor, Inc. later amended
the 1998 Plan twice, including, in an amendment effective
April 16, 2002, to change the name of the Plan to the Kindred
Deferred Compensation Plan when Vencor, Inc.’s name changed,
and, in an amendment effective April 30, 1998, to provide for
the cessation of deferrals under the Plan at the discretion of the
Committee and a one-time withdrawal of benefits. The Committee
exercised this discretion to cease deferrals, and
Participants’ ability to make deferrals under the Plan was
suspended effective March 29, 1999.
In 2004, Kindred Healthcare,
Inc. (the “Company”) decided to use this Plan again to
provide deferral opportunities to certain of its eligible
employees, consistent with the parameters of newly-adopted
Section 409A of the Code. Therefore, an amended and restated
Plan was adopted by the Board in October 2004, to allow deferrals
by Participants, matching contributions by the Employers
participating herein, and to make certain changes in design, all
effective as of January 1, 2005. In light of proposed
regulations and other guidance recently issued by the Internal
Revenue Service under Code Section 409A, the Company now
desires to amend and restate the Plan again in its entirety, to
bring the Plan into compliance with such guidance and to make minor
clarifying changes, effective as of January 1, 2005 except as
otherwise provided herein. Any individual who was a Participant
with an Account Balance in the 1998 Plan immediately prior to the
effective date of this restatement shall continue to be a
Participant in the Plan on and after such effective
date.
ARTICLE I
DEFINITIONS
For purposes hereof, unless
otherwise clearly apparent from the context, the following phrases
or terms shall have the following indicated meanings:
| 1.1 |
“ Account Balance ” shall mean with
respect to a Participant the sum of (i) his or her Deferral
Amount, plus (ii) his or her Employer contributions,
contributed under Section 3.2 hereof, plus (iii) interest
credited in accordance with all the applicable interest crediting
provisions of this Plan, less (iv) all distributions. This
account shall be a bookkeeping entry only and shall be utilized
solely as a device for the measurement and determination of the
amounts to be paid to a Participant pursuant to this
Plan. |
| 1.2 |
“ Annual Enrollment Period ” shall
mean with respect to any Plan Year the period prior to the first
day of the Plan Year (or, in the case of those notified of first
eligibility during a Plan Year, the period ending 30 days
thereafter) during which (i) any Employee who has been
notified by the Committee of his or her eligibility to enroll in
the Plan must enroll in accordance with Article 2 in order to make
deferrals for the Plan Year and (ii) any other Participant who
is eligible to make deferrals under the Plan must return his or her
Election Form to the Committee in order to make deferrals for the
Plan Year. |
| 1.3 |
“ Annual Short-Term Incentive ” shall
mean any compensation, in addition to Base Annual Salary, paid
annually to a Participant for services performed during a Plan Year
and designated as an “Annual Short-Term Incentive” or
“STI” under rules adopted by the Committee. |
| 1.4 |
“ Annual Deferral Amount ” shall mean
with respect to a Participant that portion of the
Participant’s Base Annual Salary to be paid during a Plan
Year and the Participant’s Annual Short-Term Incentive that
relates to services performed during a Plan Year that the
Participant elects to have and actually is deferred in accordance
with Article 3, for any one Plan Year. In the event that deferrals
cease due to a Participant’s Retirement, Unforeseeable
Financial Emergency, Disability, death, unpaid leave of absence or
Termination of Employment prior to the end of a Plan Year, the
Annual Deferral Amount for such Plan Year shall be the actual
amount deferred and withheld from amounts earned for periods prior
to such event or determination. |
| 1.5 |
“ Base Annual Salary ” shall mean,
for any Plan Year or part thereof during which an Employee is
eligible to make deferrals under this Plan (which shall not include
compensation payable for periods after a Termination of Employment,
such as severance pay, but shall include vacation time earned but
not yet paid as of the last day at work), total compensation paid
to an Employee by an Employer that is includible in the
Employee’s gross income, including bonuses (other than
amounts considered part of the Annual Short-Term Incentive,
Gross-Up Portion, or the “long-term incentive
compensation” excluded below), commissions and overtime, but
excluding (i) reimbursements or other expense
allowances, (ii) fringe benefits (cash and noncash),
(iii) moving expenses, (iv) welfare benefits,
(v) amounts realized from the exercise of a non-qualified
stock option (or the lifting of restrictions on restricted stock)
or the sale or exchange of stock acquired under a qualified stock
option, (vi) the Gross-Up Portion of incentive awards as
described in Section 3.1(a) of the Kindred 401(k) Plan and
(vii) any amounts that are designated as “long-term
incentive compensation” pursuant to rules adopted by the
Committee. Notwithstanding the foregoing definition and exclusions,
Base Annual Salary shall include any amounts deducted pursuant to
Code Sections 125 (flexible benefit plans), 402(a)(8) (salary
redirection), 402(h)(1)(B) (simplified employee plan), 132(f)
(qualified transportation expenses) and 403(b). |
2
| 1.6 |
“ Beneficiary ” shall mean one or
more persons, trusts, estates or other entities, designated in
accordance with Article 10, that are entitled to receive benefits
under this Plan upon the death of a Participant. |
| 1.7 |
“ Beneficiary Designation Form ”
shall mean the form or electronic beneficiary designation process
established from time to time by the Committee that a Participant
uses to designate one or more Beneficiaries. |
| 1.8 |
“ Board ” shall mean the Board of
Directors of the Company. |
| 1.9 |
“ Claimant ” shall have the meaning
set forth in Section 15.1. |
| 1.10 |
“ Code ” shall mean the Internal
Revenue Code of 1986, as amended from time to time. |
| 1.11 |
“ Committee ” shall mean the
committee described in Article 13. |
| 1.12 |
“ Company ” shall mean Kindred
Healthcare, Inc., a Delaware corporation. |
| 1.13 |
“ Crediting Rate ” shall mean for any
Plan Year, an interest rate determined by the Committee prior to
the first day of the Plan Year, which shall be a fixed rate equal
to 100% of the interest rate published in Moody’s Bond Record
under the heading “Moody’s Corporate Bond Yield Baa
Average” for the month of October preceding the first day of
the Plan Year. |
| 1.14 |
“ Death Benefit ” shall mean the
benefit described in Article 7. |
| 1.15 |
“ Deferral Amount ” shall mean with
respect to a Participant the sum of all of the Participant’s
Annual Deferral Amounts. |
| 1.16 |
“ Disability ” shall mean a period of
disability during which a Participant qualifies for benefit
payments under the long-term disability plan maintained by his or
her Employer. |
| 1.17 |
“ Election Form ” shall mean the form
or electronic enrollment process established from time to time by
the Committee that a Participant uses to make an election under the
Plan. |
| 1.18 |
“Employee” shall mean a person who is
classified as a common law employee of any Employer and who is paid
through the normal payroll system of such Employer, except that the
term “Employee” shall not include any person who is
classified on the payroll records of his or her Employer as a per
diem employee. |
| 1.19 |
“ Employer ” shall mean (i) the
Company and all of the legal entities that are part of a controlled
group or affiliated service group with the Company pursuant to the
provisions of Code Sections 414 (b), (c), (m) or (o);
(ii) any partnership in which the Company or a wholly owned
subsidiary of the Company owns an interest; (iii) any entity
that has entered into a contract with the Company or a subsidiary
for the receipt of management |
3
services at one or more
facilities owned by such entity if the entity has been selected by
the Committee to participate in the Plan; and (iv) any entity
which with the consent of the Board becomes a participating
Employer hereunder. Obligations of each Employer hereunder shall be
separate except where Kindred Healthcare, Inc. has by specific
action of its Board of Directors or other written agreement
executed by a duly authorized officer agreed that it and/or its
wholly-owned subsidiaries will undertake joint and several
liability.
| 1.20 |
“ ERISA ” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to
time. |
| 1.21 |
“ Participant ” shall mean any
Employee (i) who is selected to participate in the Plan based
on the eligibility requirements set forth in Article 2;
(ii) who elects to participate in the Plan and meets all
enrollment requirements set forth in Article 2, including timely
completing an Election Form; (iii) whose completed Election
Form is accepted by the Committee; (iv) who commences
participation in the Plan in accordance with Article 2; and
(v) whose Account Balance has not been fully distributed. The
term “Participant” also shall include any former
Employee or any Employee who is no longer eligible to make
deferrals under the Plan but who still has an Account Balance
hereunder. |
| 1.22 |
“ Plan ” shall mean this Kindred
Deferred Compensation Plan, evidenced by this instrument as may be
amended from time to time. |
| 1.23 |
“ Plan Year ” shall mean the twelve
month period beginning on January 1 and ending on
December 31. |
| 1.24 |
“ Retirement ” for all Participants
shall mean, effective when new elections are given to Participants
in the 1998 Plan in accordance with Section 18.17, a
Participant’s Termination of Employment occurring on or after
the Participant attains age 55 for any reason other than
death. |
| 1.25 |
“ Retirement Benefit ” shall mean the
benefit described in Article 6. |
| 1.26 |
“ Termination Benefit ” shall mean
the benefit described in Article 8. |
| 1.27 |
“ Termination of Employment ” shall
mean the voluntary or involuntary severance from employment with
all Employers, for any reason other than death, prior to the
attainment of the applicable age for Retirement. The Committee
shall determine, consistent with Code Section 409A and
guidance issued thereunder, whether a change in status to a
part-time employee providing minimal services or to a consultant or
independent contractor still providing substantial services shall
be considered a Termination of Employment, and whether and when a
sick leave, authorized leave of absence or other absence for
military or government service constitutes a Termination of
Employment for purposes of this Plan (generally not before at least
six months have elapsed). |
| 1.28 |
“ Trust ” shall mean a grantor or
“rabbi” trust within the meaning of Code
Section 671, the assets of which shall at no time be located
outside the United States. |
4
| 1.29 |
“ Unforeseeable Financial Emergency ”
shall mean a severe financial hardship to a Participant arising as
a result of events beyond the control of the Participant and
resulting from (i) a sudden and unexpected illness or accident
of the Participant or a dependent of the Participant (as defined in
Code Section 152(a)); (ii) a loss of the
Participant’s property due to casualty; or (iii) other
similar extraordinary and unforeseeable circumstances, all as
determined in the sole discretion of the Committee in accordance
with the Code. |
ARTICLE 2
ELIGIBILITY, ENROLLMENT
AND PARTICIPATION
| 2.1 |
Selection by Committee of Eligible Employees .
Participation in the Plan shall be limited to a select group of
management or highly compensated Employees. Prior to the Annual
Enrollment Period for each Plan Year, the Committee shall determine
which Employees will be eligible to participate in the upcoming
Plan Year (generally based on whom it expects will qualify as
“highly compensated employees” of an Employer within
the meaning of Code Section 414(q) for the next following Plan
Year, to the extent such determination is consistent with the
criteria in the first sentence of this Section) and shall notify
such Employees of their eligibility to enroll in the Plan during
the Annual Enrollment Period. An Employee who is not notified of
his or her eligibility to participate in the Plan prior to the
first day of a Plan Year may be permitted to enroll during a Plan
Year, provided that such Employee has never been previously
eligible in this or any of account-balance Plan of deferred
compensation sponsored by the Employer, and that, once so
determined and notified in writing of the Employee’s
eligibility, the Employee completes all enrollment requirements
within 30 days thereafter. Any deferral election made after a Plan
Year begins shall apply to (i) Base Annual Salary that relates
to services performed after the Employee commences participation
under Section 2.3, and (ii) a pro rata portion of STI,
determined by multiplying the total amount of STI earned during the
Plan Year by a fraction, the numerator of which equals the number
of days the Employee is employed by an Employer during the Plan
Year after participation commences under Section 2.3, and the
denominator of which equals the total number of days the Employee
is employed by an Employer during the Plan Year. |
| 2.2 |
Enrollment Requirements . Employees determined by the
Committee to be eligible to enroll in the Plan in accordance with
Section 2.1 may enroll by completing and delivering, in the
mode approved by the Committee, an Election Form prior to the end
of each applicable Annual Enrollment Period, which form for the
first Annual Enrollment Period for each Participant shall also
provide for an election (to apply to the entire Account Balance) of
the form of payment of benefits hereunder upon Retirement.
Notwithstanding the foregoing, the Committee may establish from
time to time such other enrollment requirements as it determines,
in its sole discretion, are necessary or appropriate. |
| 2.3 |
Commencement of Participation . Participation in this
Plan shall commence on the first day of the first Plan Year after
the Committee receives and accepts the Employee’s completed
Election Form, except in the case of Employees notified of
eligibility for the first time during a Plan Year, in which case,
eligibility shall be effective, if the enrollment requirements are
met, 30 days following notification of eligibility. If an Employee
fails |
5
to meet the enrollment
requirements in Section 2.2 prior to the end of any applicable
Annual Enrollment Period, such Employee shall not commence or
continue participation in the Plan until the first day of the first
Plan Year beginning after such requirements are met.
| 2.4 |
Eligibility: Cessation of Deferrals . Except as
otherwise provided herein, a Participant’s deferrals of Base
Annual Salary and Annual Short-Term Incentive under the Plan shall
cease upon the earlier of: (i) the first day of the first Plan
Year after the Participant fails to complete and return to the
Committee an Election Form during the Annual Enrollment Period for
such Plan Year; (ii) the first day of the first Plan Year
following the suspension of deferrals by the unilateral action of
the Committee, which action must apply uniformly to all
similarly-situated groups of Participants; (iii) upon approval
of a distribution based on Unforeseeable Financial Emergency;
(iv) the first day of the first Plan year after the
Participant changes status and is no longer an Employee (e.g.
becomes a per diem employee); or (v) upon determination by the
Committee, in its sole discretion, with respect to any one or more
Participant(s), that that Participant shall no longer be an
eligible Participant for future deferrals, effective at the
beginning of the next Plan Year after notice of revocation of
participation is delivered to the Participant. Cessation of
deferrals pursuant to this Section shall not constitute a
termination of the Plan, and the rights of affected Participants to
interest crediting and distribution of Account Balances shall not
be affected by cessation or suspension of the right to
defer. |
| 2.5 |
Reemployment During Plan Year . If a Participant
experiences a Termination of Employment or Retirement, such
Participant’s deferrals shall cease as of the effective date
of such Termination of Employment or Retirement and shall not
resume in the event of reemployment as an Employee during the Plan
Year. A Participant who is reemployed by an Employer after
experiencing a Termination of Employment or Retirement shall be
permitted to re-enroll in the Plan and make a new deferral election
during the first Annual Enrollment Period to occur following the
effective date of reemployment, provided that the other eligibility
requirements in Section 2.1 are met. |
ARTICLE 3
DEFERRALS, CONTRIBUTIONS
AND INTEREST CREDITING
| 3.1 |
Maximum Deferrals . For each Plan Year, a Participant
may elect to defer (i) any whole percentage of his or her Base
Annual Salary that would otherwise be paid during the Plan Year, up
to a maximum limit of 25% of such Base Annual Salary; and
(ii) a percentage of his or her Annual Short-Term Incentive
that relates to services performed during the Plan Year, up to a
maximum limit of 100% of such Annual Short-Term Incentive. The
Committee shall permit a separate election to be applied to the
Annual Short-Term Incentive, provided that such election must be
made prior to the first day of the Plan Year during which related
services are performed, despite the fact that STI for that Plan
Year would not otherwise be paid until the Plan Year following the
year in which services are performed. To the extent that any Base
Annual Salary related to the last payroll period of a Plan Year is
otherwise paid on a date in the following Plan Year, the deferral
election in place for the year in which the Base Annual Salary is,
absent a deferral election, otherwise payable will apply to such
amount, rather than the year in which the payroll period ends. All
amounts deferred under this Section 3.1 shall at all times be
fully vested and nonforfeitable. |
6
| 3.2 |
Employer Contribution—Matching . |
| |
(a) |
Subject to an Employer’s right to amend or terminate the
Plan and applicable limitations herein, as of the last day of each
pay period, each Employer shall credit to the Account Balance of
each Participant an amount equal to: (i) the contribution that
would be calculated under the matching contribution formula in
effect for the Plan Year under the 401(k) plan of the Employer for
which the Participant is eligible, using the maximum amount of
compensation that may be used to determine contributions under such
401(k) plan pursuant to the limit established in Code
Section 401(a)(17), less (ii) the amount the Participant
would receive during the Plan Year as a matching contribution under
such 401(k) plan if the Participant had contributed the maximum
amount of elective deferral contributions permissible under the
administrative provisions of the 401(k) plan for persons of the
Participant’s status (e.g. those who are “highly
compensated”). |
For example, assume a
Participant whose combined Base Annual Salary and Annual Short-Term
Incentive (as defined in this Plan) equals $220,000 for the Plan
Year elects to defer 5% of this amount under this Plan, and the
401(a)(17) limit on compensation for the Plan Year is $205,000, and
the 401(k) plan’s announced administrative limit on elective
deferral contributions by highly compensated employees is 5% of
compensation, and the 401(k) plan matching contribution formula in
effect for the Plan Year is 25 cents per dollar deferred, on up to
the 6% of compensation. For this Participant, the matching
contribution in this Plan would be 25 cents per dollar deferred
from Base Annual Salary and Annual Short-Term Incentive under this
Plan, up to 1% of $205,000 of the Participant’s compensation
as defined in the 401(k) plan, or $512.50, without regard to
whether the Participant actually defers the 5% of compensation
permitted under the 401(k) plan or receives a matching contribution
thereon under the 401(k) plan.
| |
(b) |
Subject to Section 3.2(c), all amounts received under
Section 3.2(a) shall be at all times fully vested and
nonforfeitable. |
| |
(c) |
Notwithstanding any other provision of this Plan including
Section 3.2(b), the Committee shall have the right in its sole
discretion to cause any or all of the Employer contributions
credited to an Account Balance, including earnings, to be forfeited
if the Committee at any time determines that: |
| |
(i) |
The Participant has divulged Employer confidential information
to the competitors of the Employer which is detrimental to the
Employer; or |
| |
(ii) |
The Participant has engaged in criminal conduct which is
detrimental to the Employer. |
7
| 3.3 |
Election to Defer . In connection with a
Participant’s commencement of participation in the Plan, the
Participant shall make a deferral election by delivering a
completed Election Form to the Committee during the appropriate
Annual Enrollment Period, which Election form must be timely
received and accepted by the Committee for a valid election to
exist. For each succeeding Plan Year, the Participant must deliver
a new completed Election Form to the Committee during the Annual
Enrollment Period for the Plan Year, which Election Form must be
timely received and accepted by the Committee for a valid election
to exist. If no Election Form is timely delivered for a Plan Year,
no deferrals shall be made with respect to the Participant for that
Plan Year. In no event may a Participant make a valid deferral
election for any amount of Base Annual Salary or Annual Short-Term
Incentive at any time after the close of the Annual Enrollment
Period for the Plan Year or portion thereof when the services are
performed to which such amount of Base Annual Salary or Annual
Short-Term Incentive relate. |
| 3.4 |
Withholding of Deferral Amounts . For each Plan Year,
the Base Annual Salary portion of a Participant’s Annual
Deferral Amount shall be withheld and credited to the Plan each
payroll period in accordance with the Participant’s elected
percentage of Base Annual Salary. The Annual Short-Term Incentive
portion of the Annual Deferral Amount shall be withheld and
credited to the Plan at the time the Annual Short-Term Incentive
(if any) otherwise would be paid to the Participant. |
| 3.5 |
Interest Crediting—Ongoing . The rate of interest
for crediting in all cases shall be the Crediting Rate. Interest
shall be credited and compounded monthly on a Participant’s
Account Balance as if the Participant’s Annual Deferral
Amount and Employer contribution amounts credited during a month
were made in two equal installments, one on the first day of the
month and one on the last day of the month. |
| 3.6 |
Interest Crediting—In Month of a Distribution . In
the case of a Participant who receives a lump sum distribution of
his or her entire Account Balance during a month, such distribution
shall be treated for purposes of interest crediting as if the
distribution were made on the first day of the month, and no
interest shall be credited for the partial month prior to the date
on which the distribution occurs. In the case of a Participant who
receives a partial distribution of his or her Account Balance
pursuant to Article 5 during a month, the partial distribution
amount shall be deducted from the Participant’s Account
Balance for purposes of future interest crediting as if such
partial distribution were made on the first day of the
month. |
| 3.7 |
Installment Distribution Determination . In the event
that a distribution is to be made in the form of installment
payments under Article 6 or Article 8, the amount of each
installment payment shall be calculated by amortizing the
Participant’s Account Balance, in equal monthly (or annual,
to the extent payments are made annually under Section 6.2)
installment payments each year over the term of the specified
payment period (beginning on the date that installment payments are
to commence), using an interest rate that is equal to the Crediting
Rate for the Plan Year in which installment payments commence. For
the January payment in each Plan Year, the Participant’s
undistributed Account Balance shall be re-amortized based on the
prior Plan Year end Account balance, using the Crediting Rate
applicable to such Plan Year, and the remaining installment
term. |
8
For example, if the Crediting
Rate established for the 2005 Plan Year (based on October 2004
rate) is 4%, and the installment period elected is 60 months, and
the Account Balance as of the beginning of payments on 2/1/05 is
$60,000, then each payment for the remainder of 2005 will be
$1,101.32. At the end of 2005, if the Participant’s Account
Balance is $ 49,877.51, and the 2006 crediting rate is 5%, payments
in 2006 will be $1,122.79 per month.
| 3.8 |
FICA and Other Employment Taxes . For each Plan Year in
which an Annual Deferral Amount is being withheld, a
Participant’s Employer shall ratably withhold the
Participant’s share of FICA and other employment taxes
related to the Annual Deferral and any match thereon, from that
portion of the Participant’s Base Annual Salary and Annual
Short-Term Incentive that is not deferred and is actually paid to
the Participant. If necessary, the Committee shall reduce the
Participant’s Annual Deferral Amount in order to comply with
this Section 3.8. |
ARTICLE 4
DISTRIBUTION
EVENTS
| 4.1 |
Limited Events Triggering Distribution . Except as
otherwise provided herein, a Participant or Beneficiary shall be
entitled to a distribution of the Participant’s Account
Balance only upon the occurrence of one of the following events:
(i) the Participant’s Retirement or Termination of
Employment (including on account of and when determined based on
Disability); (ii) the Participant’s Death; and
(iii) the occurrence of an Unforeseeable Financial Emergency,
as determined by the Committee in accordance with Section 409A
of the Code, but only to the extent such distribution is necessary
to relieve the Unforeseeable Financial Emergency. Distributions to
a Participant on account of Retirement shall be made in accordance
with Article 6. Distributions to a Participant on account of
Termination of Employment for reasons other than Retirement or
death shall be made in accordance with Article 8. Distributions to
a Beneficiary on account of the death of a Participant shall be
made in accordance with Article 7. Distributions to a Participant
on account of Unforeseeable Financial Emergency shall be made in
accordance with Article 5. |
| 4.2 |
Delayed Payment for Specified Employees .
Notwithstanding anything herein to the contrary, in the case of a
Participant who is a “specified employee” within the
meaning of Prop. Treas. Reg. 1.409A-1(i) (or any successor thereto)
at the time a distribution on account of Retirement or Termination
of Employment would otherwise take place, the distribution shall
not commence earlier than six months after the effective date of
the Participant’s Retirement or Termination of
Employment. |
| 4.3 |
Reemployed Participants . If a Participant who is
receiving a benefit in the form of installment payments is
reemployed by an Employer before the distribution is complete,
installment payments shall cease upon the effective date of the
Participant’s reemployment and shall not recommence until the
Participant again qualifies for a distribution pursuant to this
Article 4. |
9
| 4.4 |
Payments Delayed in Certain Circumstances .
Notwithstanding anything herein to the contrary, any payment due to
a Participant or Beneficiary on a date specified under Article 5,
6, 7, 8 or 12 shall be delayed as follows: (i) if the
Committee reasonably anticipates that an Employer’s deduction
with respect to the payment otherwise would be reduced or
eliminated by application of Code Section 162(m), the
pa |
|
