Retirement Savings Plan for Employees of Seacoast National Bank

Employee Benefits Plan Agreement

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SEACOAST BANKING CORP OF FLORIDA | Seacoast National Bank

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Title: Retirement Savings Plan for Employees of Seacoast National Bank
Governing Law: Florida Date: 8/7/2009
Industry: Regional Banks Sector: Financial

EXHIBIT 10.1

Retirement Savings Plan for
Employees of Seacoast National Bank

(As Amended and Restated Effective January 1, 2009)

Retirement Savings Plan for
Employees of Seacoast National Bank

(As Amended and Restated Effective January 1, 2009)

TABLE OF CONTENTS


ARTICLE 1 INTRODUCTION			1

1.01 History of the Plan			1
1.02 Amended and Restated Plan			1
1.03 Plan Governs Distribution of Benefits			1
1.04 Purpose			1

ARTICLE 2 DEFINITIONS			2

Account			2
Adjustment			2
Affiliate			2
Authorized Leave of Absence			2
Beneficiary			2
Board			3
Break in Service			3
Code			3
Committee			3
Company			3
Company Stock			3
Company Stock Fund			3
Compensation			4
Contribution Agreement			4
Disability			4
Effective Date			4
Elective Profit Sharing Contribution			4
Eligible Employee			4
Employee			5
Employee Contribution			5
Employer			5
Employer Contribution			5
Employer Matching Contribution			5
Employer Matching Contribution Account			5
Entry Date			5
ERISA			5
Fiduciary			5
Highly Compensated Employee			5
Hour of Service			5
Investment Fund			6
Leased Employee			6
Non-elective Contribution			6
Non-Elective Profit Sharing Contribution			6
Normal Retirement Age			6
One-Year Break in Service			6
Participant			6
Plan			7
Plan Administrator or Administrator			7


Plan Year			7
Port St. Lucie Participant			7
Profit Sharing Contribution			7
Profit Sharing Contribution Account			7
Qualified Domestic Relations Order			7
Qualified Non-elective Contribution			7
Qualified Plan			7
Retirement			7
Retirement Contribution			7
Retirement Contribution Account			7
Rollover Contribution			7
Rollover Contribution Account			7
Roth 401(k) Contribution			7
Roth 401(k) Contribution Account			8
Salary Savings Contribution			8
Salary Savings Contribution Account			8
Separated Participant			8
Spouse			8
Termination of Employment			8
Transfer Contribution			8
Transfer Contribution Account			9
Treasury Regulation			9
Trust or Trust Agreement			9
Trust Fund or Fund			9
Trustee			9
Valuation Date			9
Voluntary After-Tax Contributions			9
Voluntary After-Tax Contribution Account			9
Year of Eligibility Service			9
Year of Vesting Service			9

ARTICLE 3 PARTICIPATION			10

3.01 Participation			10
3.02 Year of Eligibility Service			11
3.03 Participation and Rehire			11
3.04 Acquisitions			11
3.05 Not Contract for Employment			11

ARTICLE 4 EMPLOYEE CONTRIBUTIONS			12

4.01 Employee Contributions			12
4.02 Elections Regarding Employee Contributions			13
4.03 Changes in Employee Contribution Percentage or Suspension of Contributions			14
4.04 Deadline for Contribution and Allocation of Salary Savings Contributions			14
4.05 Rollover Contributions			14
4.06 Transfer Contribution			15

ARTICLE 5 EMPLOYER CONTRIBUTIONS			16

5.01 Employer Matching Contribution			16
5.02 Profit Sharing Contributions			17
5.03 Retirement Contribution			18
5.04 Qualified Non-Elective Contributions			18
5.05 Form and Timing of Contributions			19
5.06 Forfeitures			19
5.07 Employment on Last Day of Plan Year			19


ARTICLE 6 ACCOUNTS AND ALLOCATIONS			20

6.01 Participant Accounts			20
6.02 Allocation of Adjustments			21
6.03 Investment Funds and Elections			21
6.04 Errors			22
6.05 Valuation For Purposes of Distributions			23

ARTICLE 7 VESTING			23

7.01 Retirement			23
7.02 Disability			23
7.03 Death			23
7.04 Other Termination of Employment			23
7.05 Year of Vesting Service			24
7.06 Forfeitures			25
7.07 Amendment of Vesting Schedule			26

ARTICLE 8 DISTRIBUTIONS			26

8.01 Commencement of Distribution			26
8.02 Method of Distribution			27
8.03 Minimum Distribution Requirements			28
8.04 Required Minimum Distributions for 2009			32
8.05 Application for Benefits			33
8.06 Distributions Pursuant to Qualified Domestic Relations Orders			33
8.07 Direct Transfer of Account to an Eligible Retirement Plan			33
8.08 Direct Trust to Trust Transfers by Non-Spouse Beneficiaries			35

ARTICLE 9 HARDSHIP WITHDRAWALS; IN-SERVICE DISTRIBUTIONS			35

9.01 Hardship Withdrawal of Account			35
9.02 Definition of Hardship			36
9.03 Maximum Hardship Distribution			36
9.04 Procedure to Request Hardship			37
9.05 Valuation for Purposes of Withdrawals			37
9.06 Age 59 ¹ / 2 In-Service Distributions			37

ARTICLE 10 ADMINISTRATION OF THE PLAN			38

10.01 Named Fiduciaries			38
10.02 Board of Directors			38
10.03 Trustee			39
10.04 Committee			39
10.05 Standard of Fiduciary Duty			40
10.06 Claims Procedure			40
10.07 Indemnification of Committee; Board			42

ARTICLE 11 AMENDMENT AND TERMINATION			42

11.01 Right to Amend			42
11.02 Termination and Discontinuance of Contributions			43
11.03 IRS Approval of Termination			43

ARTICLE 12 SPECIAL DISCRIMINATION RULES			43

12.01 Definitions			43
12.02 Limit on Salary Savings Contributions and Roth 401(k) Contributions			46
12.03 Average Actual Deferral Percentage			48
12.04 Special Rules For Determining Average Actual Deferral Percentage			49
12.05 Distribution of Excess ADP Deferrals			49
12.06 Average Actual Contribution Percentage			51
12.07 Special Rules For Determining Average Actual Contribution Percentages			52
12.08 Distribution of Employer Matching Contributions			52
12.09 Forfeiture of Excess ACP Contributions			53
12.10 Order of Applying Certain Sections of Article			54

iii


ARTICLE 13 HIGHLY COMPENSATED EMPLOYEES			54

13.01 In General			54
13.02 Highly Compensated Employees			54
13.03 Former Highly Compensated Employee			54
13.04 Definitions			54
13.05 Other Methods Permissible			55

ARTICLE 14 MAXIMUM BENEFITS			56

14.01 General Rule			56
14.02 Definitions			57

ARTICLE 15 TOP HEAVY RULES			58

15.01 General			58
15.02 Definitions			58
15.03 Minimum Benefit			59

ARTICLE 16 MISCELLANEOUS			60

16.01 Headings			60
16.02 Action by Employer			60
16.03 Spendthrift Clause			60
16.04 Distributions Upon Plan Termination			60
16.05 Discrimination			61
16.06 Release			61
16.07 Compliance with Applicable Laws			61
16.08 Merger			61
16.09 Governing Law			61
16.10 Legally Incompetent			61
16.11 Location of Participant or Beneficiary Unknown			62
16.12 Protected Benefits			62
16.13 Qualified Military Service			62

APPENDIX A PREDECESSOR EMPLOYERS AND PAST SERVICE CREDIT RULES

Retirement Savings Plan for
Employees of Seacoast National Bank

(As Amended and Restated Effective January 1, 2009)

ARTICLE 1

INTRODUCTION

1.01		History of the Plan .

		Effective January 1, 1983, Seacoast Banking Corporation of Florida adopted and established the Retirement Savings Plan for First National Bank & Trust Company of Treasure Coast (the “Plan”) for the exclusive benefit of its Eligible Employees. The Plan was thereafter amended, and amended and restated in its entirety, from time to time. Effective as of April 28, 2006, the name of the Plan was changed to the Retirement Savings Plan for Employees of Seacoast National Bank. Effective as of January 1, 2009, sponsorship of the Plan was transferred to Seacoast National Bank (the “Company”). The Plan has at all times been maintained as a plan meeting the requirements of qualification under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

1.02		Amended and Restated Plan .

		Effective January 1, 2009, the Plan is continued in an amended and restated form as set forth in its entirety in this document. Certain provisions of this Plan may have effective dates prior to or later than January 1, 2009, and are noted accordingly.

1.03		Plan Governs Distribution of Benefits .

		The distribution of benefits for all Participants (whether employed by the Employer before or after the Effective Date) shall be governed by the provisions of this Plan. Nevertheless, early retirement benefits, retirement-type subsidies, or optional forms of benefits protected under Code Section 411(d)(6) shall not be reduced or eliminated with respect to such benefits that have already accrued unless such reduction or elimination is permitted under the Code, Treasury Regulations, authority issued by the Internal Revenue Service, or judicial authority.

1.04		Purpose .

		The purpose of this Plan is to encourage savings on the part of Participants by allowing them to accumulate tax-deferred savings while providing an incentive through matching contributions made by the Employer. Further, the benefits described in the Plan are provided for the exclusive benefit of the Participants and their Beneficiaries and this Plan shall be administered and interpreted in accordance with such purpose.

ARTICLE 2

DEFINITIONS

Certain terms of this Plan have defined meanings that are set forth in this Article and that shall govern unless the context in which they are used clearly indicates that some other meaning is intended.

A defined term, such as “Retirement,” will normally govern the definitions of derivatives therefrom, such as “Retire,” even though such derivatives are not specifically defined and even if they are or are not initially capitalized. The masculine gender, where appearing in the Plan, shall be deemed to include the feminine gender, unless the context clearly indicates to the contrary. Singular and plural nouns and pronouns shall be interchangeable as the factual context may allow or require. The words “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to the entire Plan and not to any particular provision or Section.

Account shall mean the Account established and maintained by the Committee or Trustee for each Participant or their Beneficiaries to which shall be allocated each Participant’s interest in the Trust Fund. Each Account shall be comprised of the sub-accounts described in Section 6.01.

Adjustment shall mean for any Valuation Date the aggregate earnings, realized or unrealized appreciation, losses, expenses, and realized or unrealized depreciation of the Trust Fund since the immediately preceding Valuation Date. For purposes of such adjustment, all assets of the Trust Fund shall be valued at their fair market value as of each Valuation Date. The determination of the valuation of assets and the adjustment shall be made by the Trustee and shall be final and binding.

Affiliate shall mean any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b)) that includes the Company; any trade or business that is under common control (as defined in Code Section 414(c)) with the Company; any organization that is a member of an affiliated service group (as defined in Code Section 414(m)) that includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Code Section 414(o).

Authorized Leave of Absence shall mean any temporary layoff or any absence authorized by the Employer under the Employer’s standard personnel practices provided that all persons under similar circumstances must be treated alike in the granting of such Authorized Leaves of Absence and provided further that the Participant returns within the period of authorized absence. An absence due to service in the Armed Forces of the United States shall be considered an Authorized Leave of Absence to the extent required by federal law.

Beneficiary shall mean:

(a)

Unmarried Participants . For unmarried Participants, any individual(s), trust(s), estate(s), partnership(s), corporation(s) or other entity or entities designated by the Participant in accordance with procedures established by the Committee to receive any distribution to which the Participant is entitled under the Plan in the event of the Participant’s death. The Committee may require certification by a Participant in any form it deems appropriate of the Participant’s marital status prior to accepting or honoring any Beneficiary designation. Any Beneficiary designation shall be void if the Participant revokes the designation or marries. Any Beneficiary designation shall be void to the extent it conflicts with the terms of a “qualified domestic relations order,” as defined in Code Section 414(p).

			If an unmarried Participant fails to designate a Beneficiary or if the designated Beneficiary fails to survive the Participant and the Participant has not designated a contingent Beneficiary, the Beneficiary shall be the Participant’s estate.

	(b)		Married Participant . A married Participant’s Beneficiary shall be his Spouse at the time of his death unless the Participant has designated a non-Spouse Beneficiary (or Beneficiaries) with the written consent of his Spouse given in the presence of a notary public on a form provided by the Committee, or unless the terms of a qualified domestic relations order require payment to a non-Spouse Beneficiary. A married Participant’s designation of a non-Spouse Beneficiary in accordance with the preceding sentence shall remain valid until revoked by the Participant or until the Participant marries a Spouse who has not consented to a designation in accordance with the preceding sentence. A Spouse’s consent to the Participant’s designation of a non-Spouse Beneficiary (or Beneficiaries) must state the specific non-spouse Beneficiary (including any class of Beneficiaries or contingent Beneficiaries) and the particular optional form of benefit. The Participant may not subsequently substitute another non-spouse Beneficiary or select another optional form of benefit without the Spouse’s consent. Notwithstanding the preceding sentence, the Spouse may execute a general consent that allows the Participant to subsequently change the designated Beneficiary or optional form of benefit without Spousal consent, provided the Spouse acknowledges that (i) the Spouse may limit consent to a specific beneficiary or a specific optional form of benefit, and (ii) the Spouse voluntarily elects to relinquish such rights.

For the purposes of this Section, revocation of prior Beneficiary designations will occur when a Participant (i) files a subsequent valid designation with the Committee; or (ii) files a signed statement with the Committee evidencing his intent to revoke any prior designations.

Board shall mean the Board of Directors of Seacoast National Bank.

Break in Service shall mean a period of five consecutive One-Year Breaks in Service.

Code shall mean the Internal Revenue Code of 1986, as amended. A reference to a specific provision of the Code shall include such provision and any applicable Treasury Regulation pertaining thereto.

Committee shall mean the committee appointed by the Board or its designee under Article 10 to administer the Plan.

Company shall mean Seacoast National Bank, its successors and assigns.

Company Stock shall mean shares of common stock issued by Seacoast Banking Corporation of Florida. The Company Stock is intended to constitute “Qualifying Employer Securities” as defined in ERISA Section 407(d)(5). It is hereby expressly provided that the Plan may acquire and hold Qualifying Employer Securities.

Company Stock Fund shall mean the portion of the Plan and the Trust Fund invested in Company Stock, including cash and cash equivalents to the extent needed to facilitate transactions.

Compensation shall mean the gross annual earnings required to be reported on a Participant’s Form W-2 (box 1) under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation shall also (i) include Salary Savings Contributions, salary reduction contributions to any Section 125 Plan maintained by the Employer, amounts applied at the election of the Participant under an arrangement described in Code Section 132(f) and salary deferrals under Code Sections 402(a)(8), 402(h), 403(b), 457 and 414(h); (ii) exclude Non-elective Contributions under a Section 125 Plan maintained by the Employer, reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation (and for this purpose, benefits under a stock option plan are “deferred compensation”) and welfare benefits (and for this purpose, worker’s compensation payments of any type and severance pay of any type shall be considered to be “welfare benefits,” but sick pay, short term disability and vacation pay are not considered to be “welfare benefits”); and (iii) disregard any income exclusions under Code Section 3401(a) based on the nature or location of employment.

The annual Compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $245,000 as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

Contribution Agreement shall mean an agreement between the Employer and a participating Eligible Employee whereby such Eligible Employee authorizes the Employer to withhold a specified percentage of his Compensation for deposit to the Plan on his behalf on a pre-tax basis as Salary Savings Contributions and/or, effective on and after September 1, 2009, on an after-tax basis as Roth 401(k) Contributions.

Disability shall mean an illness or injury of a potentially permanent nature certified by a physician selected by or satisfactory to the Company that prevents the Employee from engaging in any occupation for wage or profit for which the Employee is reasonably fitted by training, education or experience. An Employee requesting payment under the Plan as a result of a Disability must be eligible for and receive disability benefits under the Social Security Act.

Effective Date shall mean January 1, 2009.

Elective Profit Sharing Contribution shall have the meaning set forth in Section 5.02.

Eligible Employee . Except for those Employees identified in the following sentence, all Employees employed by the Employer shall be considered Eligible Employees. The following Employees shall not be considered Eligible Employees: (i) any employee included in a collective bargaining unit for which a labor organization is recognized as collective bargaining agent unless such employee has been designated by the Board of Directors as an “Eligible Employee” for the purposes of this Plan; (ii) any Employee who is a nonresident alien and who does not receive earned income from the Company that constitutes income from sources within the United States; (iii) any “Leased Employee,” within the meaning of Code Section 414(n)(2), with respect to the Employer; (iv) any Leased Employee, regardless of whether such employee meets the definition of leased employee in Code Section 414(n)(2); and (v) any person who is classified by the Employer as an independent contractor for purposes of withholding and payment of employment taxes, even if such person is later determined, whether by the Employer or otherwise, to be a common law Employee of the Employer.

Employee shall mean any person employed by or on Authorized Leave of Absence from the Employer, and any person who is a “Leased Employee” within the meaning of Code Section 414(n)(2) with respect to the Employer. However, if such Leased Employees constitute less than 20 percent of the Company’s and Affiliates’ combined non-highly compensated work force, within the meaning of Code Section 414(n)(1)(C)(ii), the term “Employee” shall not include Leased Employees covered by a plan described in Code Section 414(n)(5).

Employee Contribution shall mean Non-elective Contributions deferred to the Plan under the Section 125 Plan maintained by the Employer, Salary Savings Contributions, Roth 401(k) Contributions and/or Voluntary After-Tax Contributions (made to the Plan prior to April 1, 2001).

Employer shall mean the Company and all the Affiliates.

Employer Contribution shall mean Employer Matching Contributions, Profit Sharing Contributions, Retirement Contributions or Qualified Non-Elective Contributions.

Employer Matching Contribution shall have the meaning defined in Section 5.01.

Employer Matching Contribution Account shall mean the portion of a Participant’s total Account attributable to Employer Matching Contributions, and the total of the Adjustments that have been credited to or deducted from a Participant’s Account with respect to Employer Matching Contributions.

Entry Date shall mean the first day of the month coinciding with or immediately following the date an Eligible Employee satisfies the eligibility requirements in Article 3.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a specific provision of ERISA shall include any applicable regulations pertaining thereto.

Fiduciary shall mean any party named as a Fiduciary in Article 10 of the Plan. Any party shall be considered a Fiduciary of the Plan only to the extent of the powers and duties specifically allocated to such party under the Plan.

Highly Compensated Employee shall have the meaning set forth in Section 13.02.

Hour of Service shall mean:

	(a)		Each hour for which an Employee is paid, or entitled to payment, for performance of duties for the Employer. These hours shall be credited to the Employee for the period during which the duties were performed;

	(b)		Each hour for which an Employee is paid, or entitled to payment, by the Employer, on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity, layoff, jury duty, military duty, or leave of absence. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period).

	(c)		Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. These hours shall be credited to the Employee for the computation period or period to which the award or agreement pertains, rather than the computation period in which the award, agreement, or payment is made.

(d)

In lieu of the foregoing, an Employee who is not compensated on an hourly basis (such as salary, commission or piecework employees) shall be credited with 45 Hours of Service for each week in which such Employee would be credited with Hours of Service in hourly pay. However, this method of computing Hours of Service may not be used for any Employee whose Hours of Service is required to be counted and recorded by any Federal law, such as the Fair Labor Standards Act. Any such method must yield an equivalency of at least 1,000 hours per computation period.

(e)

Notwithstanding any provision of the plan to the contrary, an Employee shall be credited with each hour for which the Employee is not paid but which is required to be credited to such employee under the Family and Medical Leave Act or the Uniformed Services Reemployment Rights Act. Hours credited under this paragraph shall be credited to the minimum extent and solely for the purpose required under the applicable law.

Hours of Service shall be credited for employment with the Company and with any Affiliate.

The following rules shall apply in determining whether an Employee completes an Hour of Service:

	1.		The same hours shall not be credited under subparagraphs (a) or (b) above, as the case may be, and subparagraph (c) above, nor shall the same hours credited under subparagraphs (a) through (d) above be credited under subparagraph (e) above.

	2.		The rules relating to determining Hours of Service for reasons other than the performance of duties and for crediting Hours of Service to particular periods of employment shall be those rules stated in Department of Labor Regulations Sections 2530.200b-2(b) and -2(c), respectively.

Investment Fund shall mean the separate funds under the Trust Fund that are distinguished by their investment objectives. See Section 6.03.

Leased Employee . Any person (other than an Employee of the Employer) who, pursuant to an agreement between the Employer and any other person, has performed services for the Employer (or for the Employer and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year, and such services were performed under the primary direction or control of the Employer.

Non-elective Contribution shall mean contributions made to the Plan during the Plan Year by the Employer, at the election of the Participant in lieu of cash compensation, and that are made pursuant to the Section 125 Plan maintained by the Employer. Such contributions are fully vested and nonforfeitable when made and distributable only as specified in Article 8.

Non-Elective Profit Sharing Contribution shall have the meaning as set forth in Section 5.02.

Normal Retirement Age shall mean age 65.

One-Year Break in Service shall mean any Plan Year during which an Employee accrues 500 or fewer Hours of Service. A One-Year Break in Service shall not occur during any Plan Year in which the Employee is on an Authorized Leave of Absence, but only if the Employee returns to active employment immediately upon expiration of such period.

Participant shall mean an Eligible Employee who becomes eligible to participate in the Plan as provided in Article 3.

Plan shall mean the Retirement Savings Plan for Employees of Seacoast National Bank and any amendments thereto. See also Section 1.01.

Plan Administrator or Administrator , within the meaning of ERISA Section 3(16), shall mean the Company.

Plan Year shall mean the calendar year.

Port St. Lucie Participant shall mean a participant in the Port St. Lucie National Bank Retirement Savings Plan immediately prior to the merger of such plan with this Plan.

Profit Sharing Contribution shall mean Elective Profit Sharing Contributions and Non-Elective Profit Sharing Contributions. See Section 5.02.

Profit Sharing Contribution Account shall mean the portion of a Participant’s total Account attributable to Profit Sharing Contributions, and the total of the Adjustments that have been credited to or deducted from a Participant’s Account with respect to Profit Sharing Contributions. Elective Profit Sharing Contributions and Non-elective Profit Sharing Contributions shall be separately accounted for under the Profit Sharing Contribution Account.

Qualified Domestic Relations Order . See Section 8.06.

Qualified Non-elective Contribution . See Section 5.04.

Qualified Plan shall mean any pension, profit-sharing, stock bonus, or other plan that meets the requirements of Section 401 of the Code that includes a trust exempt from tax under Section 501(a) of the Code; any annuity plan described in Section 403(a) of the Code.

Retirement shall mean the Termination of Employment of a Participant on or after attaining age 55.

Retirement Contribution shall have the meaning provided in Section 5.03.

Retirement Contribution Account shall mean the portion of a Participant’s Account attributable to Retirement Contributions and the total of the Adjustments that have been credited to or deducted from a Participant’s Account with respect to Retirement Contributions.

Rollover Contribution shall have the meaning defined in Section 4.05.

Rollover Contribution Account shall mean the portion of a Participant’s Account attributable to Rollover Contributions and the total of the Adjustments attributable to such Rollover Contributions.

Roth 401(k) Contribution shall mean contributions made to the Plan by the Employer, pursuant to an irrevocable election of the Participant, in lieu of all or a portion of the Salary Savings Contributions the Participant is otherwise eligible to make under the Plan. Such contributions are nonforfeitable when made and distributable only as specified in Article 8. For purposes of the preceding sentence, the term “irrevocable” shall not mean that the Participant’s Contribution Agreement may not be amended to increase or decrease the amount of Roth 401(k) Contributions or to suspend Roth 401(k) Contributions entirely, but shall mean that a Participant may not elect to recharacterize his Roth 401(k) Contributions as Salary Savings Contributions.

Roth 401(k) Contribution Account . The portion of a Participant’s Account attributable to Roth 401(k) Contributions, and the total of the Adjustments attributable thereto.

Salary Savings Contribution shall mean contributions made to the Plan during the Plan Year by the Employer, on behalf of the Participant, in lieu of cash compensation and that are made pursuant to a Contribution Agreement under Section 4.02(a) or that were made under the automatic enrollment provisions that were effective under the Plan during the 2008 Plan Year (as described in the second paragraph of Section 4.02(a)). Such contributions are fully vested and nonforfeitable when made and distributable only as specified in Article 8 below.

Salary Savings Contribution Account shall mean the portion of a Participant’s Account attributable to Salary Savings Contributions, and the total of the Adjustments that have been credited to or deducted from a Participant’s Account with respect to Salary Savings Contributions.

Separated Participant shall have the meaning set forth in Section 3.03.

Spouse shall mean the person of the opposite sex who is the husband or wife of the Participant, who is married to the Participant (in a civil or religious ceremony recognized under the laws of the state where the marriage was contracted) immediately prior to the date on which payments to the Participant from the Plan begin. If the Participant dies prior to the commencement of benefits, Spouse shall mean a person who is married to a Participant (as defined in the immediately preceding sentence) on the date of the Participant’s death. A Participant shall not be considered married to another person as a result of any common law marriage whether or not such common law marriage is recognized by applicable state law.

Termination of Employment shall mean that an Employee has ceased to be employed by the Employer for any of the following reasons:

	(i)		Voluntary resignation from the service of the Employer;

	(ii)		Discharge from the service of the Employer by the Employer as the result of a reduction in force that is due to an Employer restructuring, reorganization, downsizing or elimination of a function or department;

	(iii)		Death;

	(iv)		Disability; or

	(v)		Retirement.

Notwithstanding the foregoing, an Employee who ceases to be actively employed by reason of (i) an Authorized Leave of Absence or (ii) discharge from the service of the Employer by the Employer for reasons other than those identified in subparagraph (ii) above, regardless of the Employee’s age on his last day of employment, shall not be considered as having a Termination of Employment. If an Employee terminates employment and, as part of such termination, becomes a Leased Employee, he shall not be deemed to have a Termination of Employment until he ceases to be a Leased Employee.

Transfer Contribution shall mean a non-taxable transfer of a Participant’s benefit directly from a Qualified Plan to this Plan.

Transfer Contribution Account shall mean the portion of a Participant’s Account holding Transfer Contributions and that are not separately allocated to an existing account under the Plan. Sub-accounts may be established as necessary to separately account for pre-tax contributions, after-tax contributions, etc. Any restriction or special rules applicable to the Transfer Contribution Account (including optional forms of benefit that are protected under Section 411(d)(6) of the Code) shall be set forth in an appendix to this Plan.

Treasury Regulation means regulations pertaining to certain Sections of the Code as issued by the Secretary of the Treasury.

Trust or Trust Agreement shall mean the separate trust agreement entered into between the Company and the trustee that governs the creation of the Fund and all amendments thereto that may hereafter be made.

Trust Fund or Fund shall mean the cash and other properties held and administered by the Trustee in accordance with the Plan and Trust Agreement.

Trustee shall mean the persons, corporation, association or a combination of them acting as Trustee under the Trust Agreement with respect to the assets held by such Trustee.

Valuation Date shall mean each business day of the Plan Year for which Plan assets are traded on a national exchange.

Voluntary After-Tax Contributions shall mean after-tax contributions made to the Plan during the Plan Year by an Eligible Employee prior to April 1, 2001. Such contributions were fully vested and nonforfeitable when made and are distributable only as specified in Article 8 below. Effective as of April 1, 2001, no further Voluntary After-Tax Contributions shall be permitted under this Plan.

Voluntary After-Tax Contribution Account shall mean the portion of a Participant’s total Account attributable to Voluntary After-Tax Contributions and the total of the Adjustments that have been credited to or deducted from a Participant’s Account with respect to Voluntary After-Tax Contributions.

Year of Eligibility Service shall have the meaning as set forth in Section 3.02.

Year of Vesting Service shall have the meaning as set forth in Section 7.05.

ARTICLE 3

PARTICIPATION

3.01

Participation .

	(a)		Participants on the Effective Date . An Eligible Employee who was a Participant in the Plan on the day preceding the Effective Date shall automatically become a Participant in this Plan on the Effective Date, provided he is employed on the Effective Date.

	(b)		New Participants/Participation on and After the Effective Date . Subject to subparagraphs (1) — (3) below, an Eligible Employee who is not described in subsection (a) above shall become a Participant in the Plan on the Entry Date coinciding with or next following the later of (i) the date on which the Employee has completed ninety (90) days of employment, or (ii) the date the Employee becomes a member of the class of Eligible Employees.

	(1)		Employee Contributions . For purposes of becoming eligible to make Employee Contributions, an Eligible Employee who is not described in subsection (a) above shall become a Participant in the Plan on the later of (i) the first Entry Date coincident with or next following the date the Eligible Employee has completed 90 days of employment or (ii) the date the Employee becomes a member of the class of Eligible Employees.

	(2)		Employer Contributions . For purposes of becoming eligible to receive an Employer Contribution, an Eligible Employee who is not described in subsection (a) above shall become a Participant in the Plan on the Entry Date coincident with or next following the later of (i) the date on which the Eligible Employee completes one Year of Eligibility Service, or (ii) the date on which the Eligible Employee becomes a member of the class of Eligible Employees.

	(3)		Rollover Contributions . Notwithstanding the preceding subparagraphs (1) and (2), an Eligible Employee shall be eligible to become a Participant solely for purposes of making a Rollover Contribution under Section 4.05 on the date the Eligible Employee first accrues an Hour of Service with the Employer. An Eligible Employee who has not satisfied the applicable eligibility requirements set forth in this Section 3.01(b) may not make Salary Savings Contributions (see subparagraph (b)(1)), receive an allocation of an Employer Contribution (see subparagraph (b)(2), or otherwise be permitted to make any withdrawals or loans from his Account under the Plan.

(c)

Break in Service . If an Eligible Employee either (i) is not employed or (ii) is no longer an Eligible Employee on the earliest Entry Date on or after which such Employee satisfied the requirements described above, but returns to work or again becomes an Eligible Employee before incurring a Break in Service, such Eligible Employee shall commence participation on the date such Employee returns to work or again becomes an Eligible Employee, whichever is later. If the Employee returns to work or again becomes an Eligible Employee after a Break in Service, such Employee must again satisfy the requirements of Section 3.01(b).

(d)

Enrollment in Plan . An Eligible Employee who becomes eligible to participate in this Plan will be asked to follow certain procedures to enroll in the Plan, and pursuant to which he will designate Beneficiaries and may elect to make Salary Savings Contributions. However, an Eligible Employee’s participation in the Plan shall not be contingent upon completion of such enrollment process.

3.02		Year of Eligibility Service .

		A Year of Eligibility Service is determined under the 1,000 Hours of Service method. Accordingly, an Employee shall receive one Year of Eligibility Service upon completing a twelve (12) consecutive month period of employment during which the Employee earns at least 1,000 Hours of Service. The initial twelve month period shall be the twelve consecutive month period commencing on the Employee’s date of hire or rehire. If the Employee fails to complete 1,000 Hours of Service during this 12-month period, the Employee shall receive a Year of Eligibility Service upon completing at least 1,000 Hours of Service during a Plan Year (commencing with the Plan Year during which the Employee’s first anniversary of his date of hire occurs).

3.03		Participation and Rehire .

	(a)		Status as a Participant . A Participant’s participation in the Plan shall continue until the Participant’s Termination of Employment. On or after his Termination of Employment, the Employee shall be known as a Separated Participant and his benefits shall thereafter be governed by the provisions of Article 8. The individual’s status as a Separated Participant shall cease as of the date the individual ceases to have any balance in his Account.

	(b)		Rehire of Person who was a Participant in this Plan . An Eligible Employee who was a Participant in this Plan at the time of his Termination of Employment and who is subsequently rehired by the Employer, shall be eligible to immediately participate in this Plan on the date of his rehire (provided he is an Eligible Employee on such date). See Section 3.01(c) to determine if an Employee was a Participant at the time of his Termination of Employment.

3.04		Acquisitions .

		If a group of persons becomes employed by the Employer (or any of its subsidiaries or divisions) as a result of an acquisition of another employer, the Committee shall determine whether and to what extent employment with such prior employer shall be treated as Years of Eligibility Service, the applicable Entry Date (or special entry date) for such acquired employees, and any other terms and conditions that apply to eligibility to participate in this Plan. Such terms and conditions shall be set forth in an appendix to this Plan. Except to the extent required by law, employees of an acquired business that is not identified in an appendix shall be treated as having first accrued an Hour of Service as of the date of the Employer’s acquisition of such business.

3.05		Not Contract for Employment .

		Participation in the Plan shall not give any Employee the right to be retained in the Employer’s employ, nor shall any Employee, upon dismissal from or voluntary termination of his employment, have any right or interest in the Fund, except as herein provided.

ARTICLE 4

EMPLOYEE CONTRIBUTIONS

4.01		Employee Contributions .

		Except during periods of suspension described in Section 4.03, a Participant may elect to make Salary Savings Contributions and, effective on and after September 1, 2009, Roth 401(k) Contributions by means of payroll deduction as provided below. For purposes of this Section 4.01, “Compensation” shall have the meaning described in Article 2, but ignoring the second paragraph of such definition (i.e., the Code Section 401(a)(17) limitation).

	(a)		Salary Savings Contributions . A Participant may contribute as a Salary Savings Contribution any whole percentage from 1% to 75% (in 1% increments) of his Compensation during any Plan Year. Because of the limitations described in Section 4.02(c), a Participant may not be allowed to contribute the maximum percentage.

	(b)		Voluntary After-Tax Contributions . Effective as of April 1, 2001, no additional Voluntary After-Tax Contributions shall be permitted under this Plan. Any Voluntary After-Tax Contributions allocated to a Participant’s Account for payroll periods prior to April 1, 2001 shall remain in such Participant’s Account until such time as the Account is distributed to the Participant.

	(c)		Non-elective Contributions . A Participant may contribute as a Non-elective Contribution any amount the Participant elects to contribute to the Plan under the Section125 Plan maintained by the Employer. Such amounts shall be allocated to a Participant’s Salary Savings Contributions Account under the Plan.

	(d)		Catch-Up Contributions . All Employees who are eligible to make Salary Savings Contributions under this Plan and who have attained age 50 before the close of the calendar year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be deemed to be Salary Savings Contributions and/or Roth 401(k) Contributions for purposes of the Employer Matching Contribution provided under Section 5.01 of the Plan.

			The Plan will mirror a Participant’s election of Salary Savings Contributions and Roth 401(k) Contributions during the Plan Year in determining the allocation of his Catch-Up Contributions for the Plan Year between Salary Savings Contributions and Roth 401(k) Contributions.

(e)

Roth 401(k) Contributions . Except during periods of suspension as set forth in Section 4.03, effective for pay periods beginning on and after September 1, 2009, a Participant may enter into a Contribution Agreement and elect to make Roth 401(k) Contributions to the Plan by means of payroll deduction. A Participant may contribute as a Roth 401(k) Contribution any whole percentage from 1% to 75% of his Compensation during any Plan Year. The contribution limit of 1% to 75% of Compensation applies to both Salary Savings Contributions under Section 4.01(a) and Roth 401(k) Contributions under this Section 4.01(e). Thus, if a Participant elects to contribute 25% of Compensation as a Roth 401(k) Contribution, the maximum Salary Savings Contribution would be 50% of Compensation. The Plan Administrator may establish guidelines and rules in order to effectuate the provisions of this Section 4.01(e).

4.02

Elections Regarding Employee Contributions .

	(a)		Procedure for Making Elections . A Participant may enter a Contribution Agreement with the Employer authorizing the Employer to withhold a portion of such Participant’s Compensation as a Salary Savings Contribution during each pay period and/or, effective on and after September 1, 2009, to withhold a portion of such Compensation as a Roth 401(k) Contribution during each pay period. The election to make Salary Savings Contributions and/or Roth 401(k) Contributions shall be effective as of the first day of the Participant’s normal pay period after the Employer (or its designee) receives the Contribution Agreement or as soon as administratively feasible thereafter. The Committee may prescribe additional rules and regulations regarding the manner and timing of the Participant’s election including a shorter or longer period of required notice.

			The automatic enrollment provisions that were effective under the Plan during the 2008 Plan Year were suspended effective as of the close of the day on December 31, 2008. However, each Participant who, on December 31, 2008, was making Salary Savings Contributions to the Plan at the rate of two percent (2%) of his Compensation under those automatic enrollment provisions shall continue to have Salary Savings Contributions made to the Plan on his behalf at the rate of two percent (2%) of his Compensation on and after January 1, 2009 until such as the Participant elects otherwise.

			A Participant may elect to make Non-elective Contributions and/or Catch-Up Contributions to the Plan in accordance with the procedures prescribed by the Committee from time to time.

	(b)		Treatment as 401(k) Contributions .

	(1)		Pre-Tax Contributions . It is expressly intended that, to the extent allowable by law, Salary Savings Contributions, Non-elective Contributions and Catch-Up Contributions shall not be included in the gross income of the Employee for income tax purposes and shall be deemed contributions under a cash or deferred arrangement pursuant to Code Section 401(k).

	(2)		Roth 401(k) Contributions . It is expressly intended that, to the extent allowable by law, Roth 401(k) Contributions shall be included in the Participant’s gross income for income tax purposes at the time the Participant would have received the amount of the Roth 401(k) Contribution in cash if the Employee had not made the election described in Section 4.02(a).

(c)

Additional Limitations of Salary Savings Contributions, Non-elective Contributions and Roth 401(k) Contributions . Salary Savings Contributions, Non-elective Contributions and Roth 401(k) Contributions (but not Catch-Up Contributions) shall be subject to the limitations described in Section 12.01 (maximum dollar contribution limit), Section 12.03 (ADP nondiscrimination test), and Article 14 (Code Section 415 limit).

4.03

Changes in Employee Contribution Percentage or Suspension of Contributions .

	(a)		Change of Contribution Percentage . A Participant may increase or decrease the percentage of his Compensation contributed as an Employee Contribution at any time by delivery of a new written notice to the Committee (or to its designee) using such forms and/or procedures approved by the Committee.

	(b)		Suspension of Contributions . A Participant may suspend his Employee Contributions at any time by properly completing a form using such procedures as prescribed by the Committee. The suspension of Employee Contributions will be effective on the first day of the Participant’s normal payroll period that begins after the Participant submits his request to the Committee or its designee. A Participant may resume making Salary Savings Contributions effective as of the first day of the payroll period after the Participant submits his request to the Committee or its designee. Employee Contributions automatically shall be suspended beginning on the first payroll period that commences after the Participant is not in receipt of Compensation, the Participant’s layoff, or the Participant’s Authorized Leave of Absence without pay.

	(c)		Other Rules .

	(1)		Section 9.03 describes the circumstances under which a Participant’s Salary Savings Contributions and Roth 401(k) Contributions will be suspended for a period of at least 6 months after the Participant receives a hardship distribution.

	(2)		In order to satisfy the provisions of Article 12 and Article 14, the Committee may from time to time either temporarily suspend the Employee Contributions of certain Participants or reduce the maximum permissible Employee Contribution that may be made to the Plan by those Participants.

	(3)		Any reduction, increase, or suspension of Employee Contributions described in this Section 4.03 shall be made in such manner as the Committee may prescribe from time to time consistent with the provisions of this Section.

4.04		Deadline for Contribution and Allocation of Salary Savings Contributions .

		Employee Contributions shall be paid to the Trustee as soon as such assets can be reasonably segregated from the Employer’s general assets at the end of each regular pay period, but in no event later than such deadline prescribed in Department of Labor Regulation 2510.3-102(b)-1 or any successor regulations.

4.05		Rollover Contributions .

(a)

Without regard to any limitation on contributions set forth in this Article 4, an Eligible Employee (even if such person has not yet become a Participant in the Plan) shall be permitted, if the Committee consents (based on non-discriminatory criteria), to transfer to the Trustee during any Plan Year additional property acceptable to the Trustee, provided such property was received by the Eligible Employee from:

	(1)		a qualified plan described in Section 401(a) or 403(a) of the Code, including after-tax employee contributions,

	(2)		an annuity contract described in Section 403(b) of the Code, excluding after-tax employee contributions,

	(3)		an eligible plan under Section 457(b) of the Code that is maintained by a state, political subdivision of a state or any agency or instrumentality of a state or political subdivision of a state, or

	(4)		an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.

	(b)		Such property described in subparagraph (a) shall be held by the Trustee in the Eligible Employee’s Rollover Contribution Account, and the Eligible Employee’s Rollover Account shall share in any Adjustment as provided in Section 6.02.

	(c)		All such amounts so held shall at all times be fully vested and nonforfeitable. Such amounts shall be distributed to the Eligible Employee upon Termination of Employment in the manner provided in Article 8.

	(d)		The fact that an Eligible Employee may make a Rollover Contribution pursuant to this Section 4.05 shall not operate to make such person a Participant in this Plan for any other purpose.

4.06

Transfer Contribution .

	(a)		If the Committee consents (based on nondiscriminatory criteria), a trustee of another Qualified Plan may transfer the account balance of a Participant held in such other Qualified Plan to the Trustee of this Plan. After such transfer, the Trustee of this Plan shall hold such transferred account balance in an account designated by the Committee.

	(b)		Transfers from another Qualified Plan directly to this Plan shall be permitted only if the transferred assets are acceptable to the Trustee and only if the transfer will not adversely affect the tax qualified status of this Plan. On a nondiscriminatory basis, the Trustee may refuse to accept a transfer if the transfer will increase the administrative burdens of the Plan (including the addition of new optional forms of benefit).

	(c)		Information about the transferred assets and any limitations or conditions imposed on sub-accounts held under the Plan shall be specified in an appendix to this Plan. The Committee may amend such appendix without the consent of the Board or the Employer.

ARTICLE 5

EMPLOYER CONTRIBUTIONS

5.01

Employer Matching Contribution .

	(a)		Eligibility to Receive Matching Contributions with respect to Salary Savings Contributions and Roth 401(k) Contributions . Each Plan Year, the Employer shall, or for Plan Years beginning after December 31, 2009, may make an Employer Matching Contribution on behalf of each Participant who has completed a Year of Eligibility Service and who made Salary Savings Contributions and/or Roth 401(k) Contributions during the Plan Year following his Matching Contribution Eligibility Date. A Participant’s “Matching Contribution Eligibility Date” shall mean the Entry Date coincident with or next following the later of (i) the date on which the Eligible Employee completes one Year of Eligibility Service, or (ii) the date on which the Eligible Employee becomes a member of the class of Eligible Employees. A Participant shall not receive any Employer Matching Contributions on any Salary Savings Contributions and/or Roth 401(k) Contributions made before his Matching Contribution Eligibility Date or on any Salary Savings Contributions and/or Roth 401(k) Contributions attributable to Compensation earned before his Matching Contribution Eligibility Date.

	(b)		Eligibility to Receive Matching Contribution with respect to Elective Profit Sharing Contributions . Each Plan Year, the Employer shall, or for Plan Years beginning after December 31, 2009, may make an Employer Matching Contribution on behalf of each Participant who has completed a Year of Eligibility Service and who elected to contribute his Elective Profit Sharing Contribution to the Plan for the Plan Year.

	(c)		Amount of Match .

	(1)		Match on Salary Savings Contributions and Roth 401(k) Contributions for 2009 . Effective as of January 1, 2009, the rate of the Employer Matching Contribution will be 25% of a Participant’s Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year to the extent those Salary Savings Contributions and Roth 401(k) Contributions do not exceed 4% of the Participant’s Compensation for the Plan Year. This means that if a Participant contributes 4% of his Compensation to the Plan during the Plan Year as Salary Savings Contributions and Roth 401(k) Contributions, the amount of his Employer Matching Contributions on those Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year will be 1% of his Compensation for the Plan Year. A Participant’s Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year in excess of 4% of his Compensation for the Plan Year will not be matched.

			For a Participant whose Matching Contribution Eligibility Date (as defined in Section 5.01(a) above) occurs during the Plan Year, the rate of the Employer Matching Contribution on the Participant’s Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year will be 25% of the Participant’s Salary Savings Contribution and Roth 401(k) Contributions for the Plan Year made after his Matching Contribution Eligibility Date to the extent those Salary Savings Contributions and Roth 401(k) Contributions do not exceed 4% of the Participant’s Compensation for the Plan Year earned after his Matching Contribution Eligibility Date.

	(2)		Discretionary Match on Salary Savings Contributions and Roth 401(k) Contributions for Plan Years beginning after December 31, 2009 . Prior to the first day of each Plan Year beginning after December 31, 2009, the Company may declare (but is not required to declare) a discretionary Employer Matching Contribution for the following Plan Year. Such Employer Matching Contribution shall be a percentage of the Salary Savings Contributions and Roth 401(k) Contributions made by a Participant for such Plan Year, subject to such overall limit as the Company may declare with respect to the Plan Year. For a Participant whose Matching Contribution Eligibility Date (as defined in Section 5.01(a) above) occurs during the Plan Year, the rate of the discretionary Employer Matching Contribution, if any, on the Participant’s Salary Savings Contributions and Roth 401(k) Contributions for the Plan Year will be determined based on the Participant’s Salary Savings Contribution and Roth 401(k) Contributions for the Plan Year made after his Matching Contribution Eligibility Date. Such discretionary Employer Matching Contribution, if any, shall be made in cash and allocated to the Account of each eligible Participant during the payroll period or such other period selected by the Company.

	(3)		Match on Elective Profit Sharing Contribution . For the 2009 Plan Year, the Employer Matching Contribution made by the Employer with respect to Elective Profit Sharing Contributions shall equal 100% of the Participant’s Elective Profit Sharing Contributions that the Participant elects to contribute to the Plan for such Plan Year. For Plan Years beginning after December 31, 2009, if the Company, in its sole discretion, elects to make an Employer Matching Contribution with respect to Elective Profit Sharing Contribution, such Employer Matching Contribution shall be equal to a percentage, as declared by the Company, of the Participant’s Elective Profit Sharing Contributions that the Participant elects to contribute to the Plan for the Plan Year. The matching contribution percentage shall be declared by the Company if and when the Company decides to make a discretionary Profit Sharing Contribution to the Plan. The Employer Matching Contribution shall be allocated to the Participant’s Employer Matching Contribution Account within a reasonable time after the end of the Plan Year or such other period determined by the Company.

5.02

Profit Sharing Contributions .

(a)

Eligibility to Receive Profit Sharing Contributions . Each year, the Company may elect to make a discretionary Profit Sharing Contribution to the Plan.

	(1)		A Participant shall not be eligible to receive an initial Profit Sharing Contribution until he completes a Year of Eligibility Service and satisfies the allocation requirements of subparagraph (2).

	(2)		The Profit Sharing Contribution shall be allocated to the Profit Sharing Account of each Participant who (A) has satisfied the requirement of subparagraph (1) (if applicable), (B) has completed at least 1,000 Hours of Service during the Plan Year, and (C) is employed on the last day of the Plan Year or who had a Termination of Employment during the Plan Year on account of death, Disability or Retirement.

	(b)		Non-Elective and Elective Profit Sharing Contribution . Fifty percent (50%) of the Profit Sharing Contribution (the “Non-Elective Profit Sharing Contribution”) shall be allocated to each eligible Participant’s Profit Sharing Contribution Account in the same proportion that each such Participant’s Eligible Compensation (as defined below) for the Plan Year bears to the total Eligible Compensation of all such Participants for the Plan Year. The remaining fifty percent (50%) may, at the election of the Participant, be distributed immediately to the Participant in cash or be contributed to the Plan (the “Elective Profit Sharing Contribution”). However, as is further described in Section 9.03(b)(1) of the Plan, a Participant who has received a hardship withdrawal from the Plan within 6 months of the date of Profit Sharing Contribution to the Plan cannot elect an Elective Profit Sharing Contribution but instead must receive the remaining fifty percent (50%) in a cash distribution. See Section 5.01(c)(2) regarding a matching contribution with respect to Elective Profit Sharing Contributions.

	(c)		Eligible Compensation . For purposes of this Section 5.02, “Eligible Compensation” shall mean a Participant’s base wages (including commissions, but excluding overtime, bonuses and incentives) received while a Participant in the Plan. Eligible Compensation received during a Plan Year but prior to the time an Eligible Employee completes a Year of Eligibility Service shall be excluded.

5.03		Retirement Contribution .

		Each year the Company may (but shall not be required to) make an additional contribution annually to the Plan each Plan Year on behalf of each eligible Participant. Such contribution shall be no more than 2% (or such other percentage or amount as determined by the Committee) of a Participant’s Eligible Compensation (as defined in Section 5.02(c) above). Eligible Compensation received during a Plan Year but prior to the time an Eligible Employee completes a Year of Eligibility Service shall be excluded for purposes of calculating the Retirement Contribution.

	(1)		A Participant shall not be eligible to receive an initial Retirement Contribution until he completes a Year of Eligibility Service and satisfies the allocation requirements of subparagraph (2).

	(2)		The Retirement Contribution shall be allocated to the Retirement Contribution Account of each Participant who (A) has satisfied the requirement of subparagraph (1) (if applicable), (B) has completed at least 1,000 Hours of Service during the Plan Year, and (C) is employed on the last day of the Plan Year or who had a Termination of Employment during the Plan Year on account of death, Disability or Retirement.

5.04		Qualified Non-Elective Contributions .

		In the sole discretion of the Employer, an additional Employer Contribution may be made to the Plan which shall be known as a “Qualified Non-Elective Contribution.” Such contribution shall be made in order to satisfy the requirements of Article 12, and shall be allocated to the Qualified Non-Elective Contribution Accounts of those Non-Highly Compensated Employees selected by the Committee at the time such Qualified Non-Elective Contribution is made, or as soon thereafter as possible.

5.05

Form and Timing of Contributions .

	(a)		Employer Contributions shall be made in cash or in property acceptable to the Trustee valued at the property’s fair market value on the date the property is delivered to the Trustee. Employer Matching Contributions, Profit Sharing Contributions and Retirement Contributions shall be delivered to the Trustee on or before the date prescribed by the Code for filing the Company’s federal income tax return, including authorized extensions.

	(b)		Except as provided in this Section 5.04, all Employer Contributions shall be irrevocable, shall never inure to the benefit of any Employer, shall be held for the exclusive purpose of providing benefits to Participants and their Beneficiaries (and contingently for defraying reasonable expenses of administering the Plan), and shall be held and distributed by the Trustees only in accordance with this Plan.

	(c)		A contribution that was made by a mistake in fact or conditioned upon the deductibility of the contribution under Section 404 of the Code shall be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction (to the extent disallowed) whichever is applicable. All contributions made to this Plan are conditional upon the deductibility of such contribution under Code Section 404.

5.06

Forfeitures .

	(a)		Forfeitures shall first be applied to restore amounts previously forfeited pursuant to Section 7.06(c). See Section 7.06 to determine when a forfeiture of a Participant’s Account occurs.

	(b)		If any forfeitures remain after the restoration of forfeitures described in Section 5.06(a), such remaining forfeitures shall be applied to reduce Plan administrative expenses and/or reduce Employer Contributions.

5.07		Employment on Last Day of Plan Year .

		To the extent necessary to comply with Code Sections 410(b), 401(a)(4) or any other applicable requirement, Employees who were not otherwise eligible to receive an Employer Contribution shall be deemed to be eligible. The Committee (in a nondiscriminatory manner) shall determine which Employees may participate in the Plan, the extent of such participation and the allocation of any Employer Contribution.

ARTICLE 6

ACCOUNTS AND ALLOCATIONS

6.01

Participant Accounts .

	(a)		Individual Account Plan . This Plan is an “individual account plan,” as that term is used in ERISA. A separate Account shall be maintained for each Participant, Separated Participant or Beneficiary, so long as he has an interest in the Trust Fund.

	(b)		Sub-Accounts . Each Account shall be divided (as appropriate) into the following parts and sub-parts:

	(1)		The Salary Savings Contribution Account;

	(2)		The Roth 401(k) Contribution Account;

	(3)		The Employer Matching Contribution Account (which Account shall be divided into two subparts — one subpart tracking Employer Matching Contributions on Salary Savings Contributions and the second subpart tracking Matching Contributions on Elective Profit Sharing Contributions);

	(4)		The Profit Sharing Contribution Account (which Account shall be divided into two subparts — one subpart tracking Elective Profit Sharing Contributions and the second subpart tracking Non-Elective Profit Sharing Contributions);

	(5)		The Qualified Non-Elective Contribution Account;

	(6)		The Rollover Contribution Account;

	(7)		The Voluntary After-Tax Contribution Account;

	(8)		The Retirement Contribution Account; and

	(9)		The Transfer Contribution Account.

			In addition, the Committee may divide such sub-accounts into such additional sub-portions as the Committee deems to be necessary or advisable under the circumstances or to establish other accounts or sub-accounts as needed.

	(c)		Value of Account as of Valuation Date . As of each Valuation Date, each Participant’s Account shall equal:

	(1)		his total Account as determined on the immediately preceding Valuation Date, plus

	(2)		his Employee Contributions added to his Account since the immediately preceding Valuation Date, plus

	(3)		his Employer Contributions added to his Account since the immediately preceding Valuation Date, plus

	(4)		his Rollover Contributions and Transfer Contributions since the immediately preceding Valuation Date, minus

	(5)		his distributions, if any, since the immediately preceding Valuation Date, plus or minus

	(6)		his allocable share of Adjustments.

6.02

Allocation of Adjustments .

	(a)		The Adjustment for each Investment Fund shall be calculated as of each Valuation Date. The Adjustment for a given Investment Fund shall be allocated to each Account invested in such Investment Fund in the proportion that each such Account bears to the total of all such Accounts. Such Valuation shall occur prior to the allocation of Employer Contributions but after taking into account all distributions and all Employee Contributions since the prior Valuation Date. Any Rollover Contribution or Transfer Contribution made during the Plan Year shall be weighted to reflect the number of full months such Rollover Contribution or Transfer Contribution was held in the Plan.

	(b)		The Committee may direct that expenses attributable to general Plan administration be allocated among the Accounts of all Participants in proportion to their Account balances.

	(c)		The Adjustment that is allocable to the Participant’s directed investment of his loan shall be the interest payments made by the Participant with respect to such loan since the immediately preceding Valuation Date.

6.03

Investment Funds and Elections .

	(a)		Election of Investment Funds . Each Participant shall direct the investment of his Account, following such procedures as may be specified by the Committee (or its designee), to have his Account allocated or reallocated among the Investment Funds.

	(b)		Initial Investment Direction . A Participant’s initial investment election must allocate his entire Account, together with all subsequent contributions, for so long as the election remains in effect. Notwithstanding the foregoing, an Eligible Employee who fails to make a proper investment election by the deadline established by the Committee or its designee for such purpose shall be deemed to have elected to allocate 100% of his Account in the default fund designated by the Committee for such purpose from time to time. Each such default fund shall comply with the requirements to be a “qualified default investment fund” under Section 404(c)(5) of ERISA and the applicable regulations thereunder.

	(c)		Subsequent Elections . Investment elections will remain in effect until changed by a new election. New elections may be made by a Participant at any time in the same manner as set forth in Section 6.03(a), and shall be effective as of the Valuation Date immediately following delivery of the new election to the Committee (or its designee). New elections may change future allocations to the Participant’s Account, may reallocate between the Investment Funds any amounts previously credited to the Participant’s Account, or may leave the allocation of such prior amounts unchanged. Trust transactions reflecting investment elections among the Investment Funds will occur as of the Valuation Date that immediately follows the timely receipt of such investment election when such allocation or re-allocation can be made and all Investment Fund values shall be determined as of such dates.

	(d)		Investment Options . The Committee is authorized to select new Investment Funds or to eliminate any Investment Fund as the Committee shall deem appropriate from time to time. Any change in Investment Funds shall be noted in the minutes of the Committee. The creation of an Investment Fund shall not be effective until the Trustee has consented in writing to the creation of such new Investment Fund. Any creation or deletion of an Investment Fund shall not be effective until such change is communicated to Participants and new investment elections are solicited from Participants, if appropriate.

	(e)		Investment in the Company Stock Fund . Notwithstanding the other provisions of this Section 6.03, effective as of April 1, 2007, a Participant may not allocate more than thirty percent (30%) of any new contributions to be made by him or on his behalf under the Plan for investment in the Company Stock Fund. In addition, at any time, a Participant may not elect to reallocate the investment of his Account in such a manner that after the reallocation, more than thirty percent (30%) of his Account is invested in the Company Stock Fund. Notwithstanding the foregoing:

	(i)		If more than thirty percent (30%) of a Participant’s Account was invested in the Company Stock Fund on March 31, 2007, such Participant will not be able to direct any subsequent contributions into the Company Stock Fund or reallocate any amounts previously credited to his Account into the Company Stock Fund until the percentage of his Account invested in the Company Stock Fund is less than thirty percent (30%).

	(ii)		If more than thirty percent (30%) of a Participant’s Account was invested in the Company Stock Fund on March 31, 2007 and the Participant fails to change his investment elections to reallocate any subsequent contributions into an alternative Investment Fund for payroll periods beginning on and after April 1, 2007, until the Participant’s Account satisfies the requirements of subparagraph (i) above, or the Participant changes his elections, whichever occurs earlier, such amounts will be invested in the Investment Fund that, in the opinion of the Committee, best preserves the principal amount of the Participant’s Account.

6.04		Errors .

		Where an error or omission is discovered in any Participant’s Account, the Committee shall make appropriate corrective adjustments as of the end of the Plan Year in which the error or omission is discovered. If it is not practical to correct the error retroactively, then the Committee shall take such action in its sole discretion as may be necessary to make such corrective adjustments, provided that any such actions shall treat similarly situated Participants alike and shall not discriminate in favor of Highly Compensated Employees.

6.05

Valuation For Purposes of Distributions .

	(a)		For the purposes of Article 8, each Participant’s Account shall be valued as of the Valuation Date immediately preceding the distribution of the Participant’s Account.

	(b)		No person entitled to a distribution shall receive interest or other earnings on the Account from the applicable Valuation Date described in subsection (a), to the date of actual distribution to such person.

	(c)		This Section 6.05 shall not apply to the valuation of Accounts for purposes of in-service withdrawals or loans. Instead, see Section 9.05.

ARTICLE 7

VESTING

7.01		Retirement .

		A Participant who has a Termination of Employment on or after attaining age 55 shall be 100% vested in his Account. Such Account will be distributed on the date and in the form specified in Article 8.

7.02		Disability .

		A Participant who has a Termination of Employment on account of Disability shall become 100% vested in his Account as of the date of such Disability and shall be entitled to a distribution of his Account on the date and in the form specified in Article 8.

7.03		Death .

		A Participant who has a Termination of Employment on account of death shall become 100% vested in his Account. The Participant’s Beneficiary shall receive a distribution of such Account on the date and in the form specified in Article 8. Effective as of January 1, 2007, a Participant who dies while performing qualified military service (as defined in Section 414(u) of the Code) shall be deemed to have a Termination of Employment on account of death for purposes of this Section 7.03.

7.04		Other Termination of Employment .

	(a)		In General . Upon a Participant’s Termination of Employment for any reason other than Retirement, Disability or death, the Participant shall be entitled to the vested portion of his Account, which shall be distributed on the date and in the form specified in Article 8.

	(b)		100% Vesting in Certain Sub-Accounts .

(1)

A Participant shall always be one hundred percent (100%) vested in his Salary Savings Contribution Account, Roth 401(k) Contribution Account, Voluntary After-Tax Contribution Account, the Elective Profit Sharing Contribution portion of the Participant’s Profit Sharing Contribution Account and Rollover Contribution Account.

(2)

Effective January 1, 1999, a Participant shall always be one hundred percent (100%) vested in any portion of his Employer Matching Contribution Account. The special vesting rule in the preceding sentence shall not apply to any Participant who Terminated Employment prior to January 1, 1999. If a Participant Terminated Employment prior to January 1, 1999 but becomes a Participant again on or after January 1, 1999, this special vesting rule shall apply to any portion of his Employer Matching Contribution Account that has not been forfeited pursuant to Section 7.06 or that is forfeited but restored pursuant to Section 7.06(c).

(c)

Four Year Vesting For Certain Sub-Accounts . Any Participant who ceases to be an Employee shall have a vested interest in his Retirement Contribution Account and the Non-Elective Profit Sharing Contribution portion of his Profit Sharing Contribution Account as follows:


Years of Vesting Service as of
Termination of Employment	Vested Percentage
Less than 1 year		0	%
1 year		25	%
2 years		50	%
3 years		75	%
4 years		100	%

			This vesting schedule shall also apply to the Employer Matching Contribution Account of a Participant who Terminated Employment prior to January 1, 1999 (as discussed in subsection (b)(2) above)

	(d)		Forfeiture . That portion of the Participant’s Account that is not vested upon such Termination of Employment shall be forfeited in accordance with Section 7.06.

	(e)		Transfer Contribution Account . See an appendix to this Plan for the vesting schedule applicable to a Transfer Contribution Account upon a Participant’s Termination of Employment.

7.05

Year of Vesting Service .

	(a)		Vesting Credit Prior to Effective Date . An Employee’s Vesting Service prior to the Effective Date shall be determined under the terms of the Plan in effect when the Participant Terminated Employment.

	(b)		Vesting Credit After Effective Date . On or after the Effective Date, an Employee shall receive one Year of Vesting Service for any Plan Year during which the Employee is credited with 1,000 or more Hours of Service. An Employee shall not receive a Year of Vesting Service for any period of employment during any Plan Year if the Employee is credited with less than 1,000 Hours of Service during such Plan Year.

	(c)		Forfeiture of Vesting Service . A Year of Vesting Service shall not include any period of employment that precedes a Break in Service if, as of the first day of the Break in Service, the Employee does not have a vested interest in his Employer Contributions or Salary Savings Contributions.

	(d)		Employment with Affiliates . Any period of employment with an Affiliate shall be considered service with the Employer for purposes of determining whether the Employee has a Year of Vesting Service.

	(e)		Authorized Leave of Absence . A Year of Vesting Service shall not include any period of Authorized Leave of Absence or service in the military except to the extent such service is required to be credited under applicable federal law.

	(f)		Employment with Non-Affiliates or Predecessor Businesses . A Participant shall not receive a Year of Vesting Service for any employment with an Affiliate before it becomes an Affiliate including any period of employment with a predecessor business prior to its acquisition by the Employer except to the extent specifically set forth in an appendix to this Plan.

7.06

Forfeitures .

	(a)		No Distribution of Account Prior to Break In Service . A Participant who incurs a Termination of Employment but who does not receive a distribution of his vested Account prior to incurring a Break in Service shall, upon incurring the Break in Service, forfeit the non-vested portion of his Account. If the terminated Participant resumes employment with the Employer prior to incurring a Break in Service, then the Participant’s entire Account, unreduced by any forfeiture, shall become his beginning Account on the date he resumes participation in the Plan.

	(b)		Distribution of Vested Account Prior to Break in Service . A Participant who incurs a Termination of Employment and receives a distribution of his entire vested Account prior to incurring a Break in Service, shall, upon such distribution, forfeit the non-vested portion of his Account. A Participant who is not vested in any portion of his Account shall be deemed to have received a distribution of his entire vested account upon his Termination of Employment and the Participant’s non-vested Account shall be immediately forfeited.

	(c)		Repayment of Account; Restoration of Non-Vested Account . Except as provided below, a Participant who is re-hired by the Employer shall have the right to repay to the Plan the portion of the Participant’s Account that was previously distributed to him. In the event the Participant repays the entire distribution he received from the Plan, the Employer shall restore the non-vested portion of the Participant’s Account. A Participant’s Account shall first be restored, to the extent possible, out of forfeitures under the Plan in the Plan Year in which the distribution was restored. To the

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