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The CORPORATEplan for RetirementSM EXECUTIVE Plan

Employee Benefits Plan Agreement

The CORPORATEplan for RetirementSM
EXECUTIVE Plan You are currently viewing:
This Employee Benefits Plan Agreement involves

Fidelity Management Trust Company

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Title: The CORPORATEplan for RetirementSM EXECUTIVE Plan
Date: 2/28/2005

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Exhibit 10.15



















The CORPORATEplan for RetirementSM
EXECUTIVE Plan

BASIC PLAN DOCUMENT















IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Adopting Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.

CORPORATEplan for EXECUTIVE
BASIC PLAN DOCUMENT

ARTICLE 1
     ADOPTION AGREEMENT

ARTICLE 2
      DEFINITIONS

      2.01 – Definitions

ARTICLE 3
      PARTICIPATION

      3.01 – Date of Participation
      3.02 – Resumption of Participation Following Re employment
      3.03 – Cessation or Resumption of Participation Following a Change in Status

ARTICLE 4
      CONTRIBUTIONS

      4.01 – Deferral Contributions
      4.02 – Matching Contributions
      4.03 – Employer Contributions
      4.04 – Time of Making Contributions

ARTICLE 5
     PARTICIPANTS’ ACCOUNTS

      5.01 – Individual Accounts

ARTICLE 6
     INVESTMENT OF CONTRIBUTIONS

      6.01 – Manner of Investment
      6.02 – Investment Decisions

ARTICLE 7
      RIGHT TO BENEFITS

      7.01 – Normal or Early Retirement
      7.02 – Death
      7.03 – Other Termination of Employment
      7.04 – Separate Account
      7.05 – Forfeitures
      7.06 – Adjustment for Investment Experience
      7.07 – Unforeseeable Emergency Withdrawals
      7.08 – Change in Control

ARTICLE 8
     DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

      8.01 – Distribution of Benefits to Participants and Beneficiaries
      8.02 – Determination of Method of Distribution
      8.03 – Notice to Trustee
      8.04 – Time of Distribution

ARTICLE 9
     AMENDMENT AND TERMINATION

      9.01 – Amendment by Employer
      9.02 – Retroactive Amendments
      9.03 – Termination
      9.04 – Distribution Upon Termination of the Plan

ARTICLE 10
     MISCELLANEOUS

      10.01 – Communication to Participants
      10.02 – Limitation of Rights
      10.03 – Nonalienability of Benefits
      10.04 – Facility of Payment
      10.05 – Information between Employer and Trustee
      10.06 – Notices
      10.07 – Governing Law

ARTICLE 11
     PLAN ADMINISTRATION

      11.01 – Powers and responsibilities of the Administrator
      11.02 – Nondiscriminatory Exercise of Authority
      11.03 – Claims and Review Procedures

PREAMBLE

It is the intention of the Employer to establish herein an unfunded plan maintained solely for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in ERISA.

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01.     Definitions.

  (a) Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

  (1)  “Account” means an account established on the books of the Employer for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains or losses included thereon.

  (2)  “Administrator” means the Employer adopting this Plan, or other person designated by the Employer in Section 1.01(b).

  (3)  “Adoption Agreement” means Article 1, under which the Employer establishes and adopts or amends the Plan and designates the optional provisions selected by the Employer. The provisions of the Adoption Agreement shall be an integral part of the Plan.

  (4)  “Beneficiary” means the person or persons entitled under Section 7.02 to receive benefits under the Plan upon the death of a Participant.

  (5);  “Bonus” means any performance-based Compensation based on services performed for the Employer over a period of at least 12 months.

  (6)  “Change of Control” means a change in the ownership or effective control of the Employer, or a substantial portion of the Employer’s assets as defined in the regulations under Code Section 409A.

  (7)  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

  (8)  “Compensation” means for purposes of Article 4 (Contributions) wages as defined in Section 3401(a) of the Code and all other payments of compensation to an employee by the Employer (in the course of the Employer’s trade or business) for which the Employer is required to furnish the employee a written statement under Section 6041(d) and 6051(a)(3) of the Code, excluding any items elected by the Employer in Section 1.04, reimbursements or other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits, but including amounts that are not includable in the gross income of the Participant under a salary reduction agreement by reason of the application of Sections 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code. Compensation shall be determined without regard to any rules under Section 3401(a) of the Code that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Section 3401(a)(2) of the Code).

          Compensation shall also include amounts deferred pursuant to an election under Section 4.01.

          In the case of any Self-Employed Individual or an Owner-Employee, Compensation means the Self-Employed Individual’s Earned Income.

  (9)  “Earned Income” means the net earnings of a Self-Employed Individual derived from the trade or business with respect to which the Plan is established and for which the personal services of such individual are a material income-providing factor, excluding any items not included in gross income and the deductions allocated to such items, except that for taxable years beginning after December 31, 1989 net earnings shall be determined with regard to the deduction allowed under Section 164(f) of the Code, to the extent applicable to the Employer. Net earnings shall be reduced by contributions of the Employer to any qualified plan, to the extent a deduction is allowed to the Employer for such contributions under Section 404 of the Code.

  (10)  “Employee” means any employee of the Employer, Self-Employed Individual or Owner-Employee.

  (11)  “Employer” means the employer named in Section 1.02(a) and any Related Employers designated in Section 1.02(b).

  (12)  “Employment Commencement Date” means the date on which the Employee first performs an Hour of Service.

  (13)  “Entry Date” means the date(s) designated in Section 1.03(b).

  (14)  “ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time amended.

  (15)  “Fund Share” means the share, unit, or other evidence of ownership in a Permissible Investment.

  (16)  “Hour of Service” means, with respect to any Employee,

  (A)  Each hour for which the Employee is directly or indirectly paid, or entitled to payment, for the performance of duties for the Employer or a Related Employer, each such hour to be credited to the Employee for the computation period in which the duties were performed;

  (B)  Each hour for which the Employee is directly or indirectly paid, or entitled to payment, by the Employer or Related Employer (including payments made or due from a trust fund or insurer to which the Employer contributes or pays premiums) 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, disability, layoff, jury duty, military duty, or leave of absence, each such hour to be credited to the Employee for the Eligibility Computation Period in which such period of time occurs, subject to the following rules:

  (i)  No more than 501 Hours of Service shall be credited under this paragraph (B) on account of any single continuous period during which the Employee performs no duties;

  (ii)  Hours of Service shall not be credited under this paragraph (B) for a payment which solely reimburses the Employee for medically-related expenses, or which is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation or disability insurance laws; and

  (iii)  If the period during which the Employee performs no duties falls within two or more computation periods and if the payment made on account of such period is not calculated on the basis of units of time, the Hours of Service credited with respect to such period shall be allocated between not more than the first two such computation periods on any reasonable basis consistently applied with respect to similarly situated Employees; and

  (C)  Each hour not counted under paragraph (A) or (B) for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to be paid by the Employer or a Related Employer, each such hour to be credited to the Employee for the computation period to which the award or agreement pertains rather than the computation period in which the award agreement or payment is made.

         For purposes of determining Hours of Service, Employees of the Employer and of all Related Employers will be treated as employed by a single employer. For purposes of paragraphs (B) and (C) above, Hours of Service will be calculated in accordance with the provisions of Section 2530.200b-2(b) of the Department of Labor regulations, which are incorporated herein by reference.

         Solely for purposes of determining whether a break in service for participation purposes has occurred in a computation period, an individual who is absent from work for maternity or paternity reasons shall receive credit for the hours of service which would otherwise been credited to such individual but for such absence, or in any case in which such hours cannot be determined, 8 hours of service per day of such absence. For purposes of this paragraph, an absence from work for maternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of a birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. The hours of service credited under this paragraph shall be credited (1) in the computation period in which the absence begins if the crediting is necessary to prevent a break in service in that period, or (2) in all other cases, in the following computation period.

  (17)  “Key Employee” means a Participant who is key employee pursuant to Code Section 416(i), without regard to paragraph (5) thereof. A Participant will not be considered a Key Employee unless the Employer is a corporation which has any of its stock publicly traded according to Code Section 409A and regulations thereunder.

  (18)  “Normal Retirement Age” means the normal retirement age specified in Section 1.07(f) of the Adoption Agreement.

  (19)  “Owner-Employee” means, if the Employer is a sole proprietorship, the individual who is the sole proprietor, or, if the Employer is a partnership, a partner who owns more than 10 percent of either the capital interest or the profits interest of the partnership.

  (20)  “Participant” means any Employee who participates in the Plan in accordance with Article 3 hereof.

  (21)  “Permissible Investment” means the investments specified by the Employer as available for investment of assets of the Trust and agreed to by the Trustee. The Permissible Investments under the Plan shall be listed in the Service Agreement.

  (22)  “Plan” means the plan established by the Employer as set forth herein as a new plan or as an amendment to an existing plan, by executing the Adoption Agreement, together with any and all amendments hereto.

  (23)  “Plan Year” means the 12-consecutive-month period designated by the Employer in Section 1.01(c).

  (24)  “Related Employer” means any employer other than the Employer named in Section 1.02(a), if the Employer and such other employer are members of a controlled group of corporations (as defined in Section 414(b) of the Code) or an affiliated service group (as defined in Section 414(m)), or are trades or businesses (whether or not incorporated) which are under common control (as defined in Section 414(c)), or such other employer is required to be aggregated with the Employer pursuant to regulations issued under Section 414(o).

  (25)  “Self-Employed Individual” means an individual who has Earned Income for the taxable year from the Employer or who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year.

  (26)  “Service Agreement” means the agreement between the Employer and Trustee regarding the arrangement between the parties for recordkeeping services with respect to the Plan.

  (27)  “Trust” means the trust created by the Employer.

  (28)  “Trust Agreement” means the agreement between the Employer and the Trustee, as set forth in a separate agreement, under which assets are held, administered, and managed subject to the claims of the Employer’s creditors in the event of the Employer’s insolvency, until paid to Plan Participants and their Beneficiaries as specified in the Plan.

  (29)  “Trust Fund” means the property held in the Trust by the Trustee.

  (30)  “Trustee” means the corporation or individual(s) appointed by the Employer to administer the Trust in accordance with the Trust Agreement.

  (31)  “Years of Service for Vesting” means, with respect to any Employee, the number of whole years of his periods of service with the Employer or a Related Employer (the elapsed time method to compute vesting service), subject to any exclusions elected by the Employer in Section 1.07(c). An Employee will receive credit for the aggregate of all time period(s) commencing with the Employee’s Employment Commencement Date and ending on the date a break in service begins, unless any such years are excluded by Section 1.07(c). An Employee will also receive credit for any period of severance of less than 12 consecutive months. Fra
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