Exhibit
10.1
NIKE, INC.
DEFERRED COMPENSATION PLAN
(Amended and Restated Effective January 1, 2005)
Prepared by:
Lane Powell P.C.
601 S.W. Second Avenue, Suite 2100
Portland, Oregon 97204
(503) 778-2100
NIKE, INC. DEFERRED COMPENSATION PLAN
January 1, 2005 Restatement
TABLE OF CONTENTS
RECITALS
1
ARTICLE I TITLE AND DEFINITIONS
2
1.1
Title
2
1.2
Definitions
2
ARTICLE II
PARTICIPATION
8
2.1
Participation
8
ARTICLE III DEFERRAL OF COMPENSATION
9
3.1
Participant Elections to Defer Compensation
9
3.2
Director's 1999 Transition Election
10
3.3
Company or Participating Employer Contributions
10
3.4
Deferral of Long Term Incentive Payments
11
3.5
Investment Elections
14
ARTICLE IV ACCOUNTS
15
4.1
Participant Accounts
15
ARTICLE V VESTING
16
5.1
Compensation Deferrals
16
5.2
Company or Participating Employer Contributions
16
5.3
Director's 1999 Transition Retirement Plan Investments
16
ARTICLE VI DISTRIBUTIONS
16
6.1
Termination of Service Due to Retirement, Disability or Death
16
6.2
Termination of Service For Reasons Other Than Retirement,
Disability, or Death
18
6.3
Scheduled Withdrawals
18
6.4
Unscheduled Withdrawals Due to Financial Emergency
19
6.5
Change of Control
20
6.6
Section 162(m) Limitation
20
6.7
Inability To Locate Participant
20
ARTICLE VII ADMINISTRATION
21
7.1
Retirement Committee
21
7.2
Retirement Committee Action
21
7.3
Powers and Duties of the Retirement Committee
21
7.4
Trustee Duties
23
7.5
Company Duties
23
ARTICLE VIII CLAIMS PROCEDURE
23
8.1
Submission of Claim
23
8.2
Denial of Claim
23
8.3
Review of Denied Claim
24
8.4
Decision upon Review of Denied Claim
24
i
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Page
ARTICLE IX MISCELLANEOUS
24
9.1
Unsecured General Creditor
24
9.2
Restriction Against Assignment
24
9.3
Withholding
25
9.4
Amendment, Modification, Suspension or Termination
25
9.5
Governing Law
25
9.6
Entire Agreement
25
9.7
Receipt or Release
25
9.8
Payments on Behalf of Persons Under Incapacity
26
9.9
No Employment Rights
26
9.10
Headings, etc. Not
Part of Agreement
26
9.11 Tax
Liabilities from Plan
26
ii
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RECITALS
Effective January 1, 1998, NIKE, Inc. (the "Company") combined
its
Supplemental Executive Savings Plan and its Supplemental Executive
Profit
Sharing Plan into a single plan, which was renamed the NIKE, Inc.
Deferred
Compensation Plan (the "Plan"). The Company subsequently amended
and
restated the Plan, effective as of January 1, 2000, January 1,
2003, and June
1, 2004.
On October 3, 2004, the U.S. Congress enacted the American Jobs
Creation Act
of 2004 ("AJCA").
Among other things, the AJCA modified the tax rules
applicable to non-qualified deferred compensation plans, such as
the Plan.
The Company wishes to amend and restate the Plan to bring the Plan
into
compliance with AJCA requirements and to provide for transition
rules as
permitted by the AJCA and guidance issued by the Department of
Treasury,
including but not limited to Notice 2005-1. This restatement applies only
to
amounts deferred in taxable years beginning after December 31,
2004. No
amendment to the June 1, 2004 Plan restatement is made or intended
for
amounts deferred prior to January 1, 2005. An amount is considered to be
deferred after December 31, 2004 if:
- the Participant
first acquires a legally binding right to be paid
the amount (determined without regard to any deferral election
by
the Participant) after December 31, 2004; or
- the amount is still
subject to a substantial risk of forfeiture
after December 31, 2004.
Amounts deferred prior to January 1, 2005, including earnings on
such
amounts, are subject to the rules of the June 1, 2004 restatement
of the
Plan.
Under the Plan, the Company is obligated to pay vested accrued
benefits to
Plan Participants and their Beneficiary or Beneficiaries from the
Company's
general assets.
In connection with the Plan, the Company has established an
irrevocable trust
(the "Trust"). The
Company intends to make contributions to the Trust so
that such contributions will be held by the Trustee and invested,
reinvested
and distributed, all in accordance with the provisions of this Plan
and the
Trust Agreement. The
amounts contributed to the Trust and the earnings
thereon shall be used by the Trustee to satisfy the liabilities of
the
Company under the Plan in accordance with the procedures set forth
herein.
The Trust is a "grantor trust," with the principal and income of
the Trust
treated as assets and income of the Company for federal and state
income tax
purposes.
The assets of the Trust shall at all times be subject to the claims
of the
general creditors of the Company as provided in the Trust
Agreement.
The existence of the Trust shall not alter the characterization of
the Plan
as "unfunded" for purposes of the Employee Retirement Income
Security Act of
1974, as amended ("ERISA"), and shall not be construed to provide
income to
Plan Participants prior to actual payment of the vested accrued
benefits
under the Plan.
NOW THEREFORE, the Company does hereby adopt this amended and
restated Plan
as follows:
ARTICLE I
TITLE AND DEFINITIONS
1.1
Title
This Plan shall be known as the NIKE, Inc. Deferred Compensation
Plan.
1.2
Definitions
Whenever the following words and phrases are used in this Plan,
with the
first letter capitalized, they shall have the meanings specified
below.
(a) "Account"
means for each Participant the bookkeeping account
maintained by the Retirement Committee that is credited with
amounts
equal to (1) the portion of the Participant's Salary that he or
she
elects to defer, (2) the portion of the Participant's Bonus that
he
or she elects to defer, (3) the portion of the Participant's
Incentive Payments that he or she elects to defer, (4) the portion
of
the Participant's Fees that he or she elects to defer, (5) the
portion of the Participant's Long Term Incentive Payment that he
or
she elects to defer, (6) Company or Participating Employer
contributions, if any, made to the Plan for the Participant's
benefit, and (7) adjustments to reflect deemed earnings pursuant
to
Section 4.1(e).
(b) "Actuarial
Equivalent" means the actuarial present value
determined by the actuary appointed by the Company, in
accordance
with generally accepted actuarial principles, with a discount
for
mortality using the 1983 Group Annuity Mortality Table and a
discount
for interest at the 30-year Treasury rate for July 1999
(5.98%).
(c) "Annual
Election Period" means the period designated each year
during which Participants submit their elections to defer
Compensation.
Unless modified by the Retirement Committee, the
Annual Election Period shall end not later than November 30 of
the
year immediately preceding the beginning of the Plan Year for
which
the deferral elections made during the Annual Election Period
shall
be in effect.
(d)
"Beneficiary" or "Beneficiaries" means the beneficiary last
designated in writing by a Participant in accordance with
procedures
established by the Retirement Committee to receive the benefits
specified hereunder in the event of the Participant's death.
No
Beneficiary designation shall become effective until it is filed
with
the Retirement Committee during the Participant's lifetime.
(e) "Board of
Directors" or "Board" means the Board of Directors of
the Company.
(f) "Bonus"
means any cash-based incentive compensation (other than
Incentive Payments and Long Term Incentive Payments) that is
payable
to a Participant in addition to the Participant's Salary and
that
satisfies either (1) or (2):
(1) is Performance
Based Compensation; or
(2) is attributable
solely to services performed in the
calendar year following the calendar year containing the
Annual Election Period during which the Participant elected to
defer the Bonus.
(g) "Change of
Control" means any of the following:
(1) The purchase or
other acquisition by any person, entity
or group of persons, within the meaning of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the
"Act"), or any comparable successor provisions, of beneficial
ownership
(within the meaning of Rule 13d-3 promulgated under
the Act) of fifty percent or more of either the total fair
market value of the outstanding shares of Class A and Class B
common stock or the combined voting power of the Company's
then outstanding voting securities entitled to vote generally.
(2) The purchase or
other acquisition by any person, entity
or group of persons, within the meaning of Section 13(d) or
14(d) of the Act, or any comparable successor provisions, of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Act) of forty percent or more of the
combined voting power of the Company's then outstanding voting
securities entitled to vote generally.
(3) A sale or other
transfer of all or substantially all of
the Company's assets to a person, entity, or group of persons,
within the meaning of Section 13(d) or 14(d) of the Act, or
any comparable successor provisions. A transfer of assets is
not treated as a Change of Control if the assets are
transferred to:
(A) a Company
shareholder (immediately before the
asset transfer) in exchange for or with respect to its
stock;
(B) an entity,
50 percent or more of the total value
or voting power of which is owned, directly or
indirectly, by the Company;
(C) a person, or
more than one person acting as a
group, that owns, directly or indirectly, 50 percent or
more of the total value or voting power of the
outstanding stock of the Company;
(D) an entity,
at least 50 percent of the total value
or voting power of which is owned, directly or
indirectly, by a person described in paragraph (C).
(h) "Code" means
the Internal Revenue Code of 1986, as amended.
(i) "Company"
means NIKE, Inc. and any successor corporation to
NIKE, Inc.
(j) "Company
Stock" means NIKE, Inc. Class B common stock.
(k)
"Compensation" means the Salary, Bonus, Incentive Payments,
and Fees that the Participant earns for services rendered to
the
Company or a Participating Employer. For purposes of Sections 6.3,
6.4 and 7.5 only, "Compensation" also includes Long Term
Incentive
Payments.
(l) "Consultant"
means any person, including an advisor but
excluding Directors, engaged by the Company or a Participating
Employer to render services to the Company or a Participating
Employer and designated by the Retirement Committee as eligible
to
participate in the Plan.
(m) "Director"
means a non-Employee member of the Board.
(n) "Director's
1999 Transition Retirement Benefit" means the
Actuarial Equivalent of the Director's Retirement Annuity as
determined on September 1, 1999, divided by the fair market value
of
Company stock on September 1, 1999, and stated in units
representing
shares of Company Stock.
(o) "Director's
Retirement Annuity" means the projected annual
retirement benefit payable to a Retired Director in the amount
of
eighteen thousand dollars ($18,000), reduced proportionately
for
each year of service completed as a Director less than ten (but
with
no benefit if five or fewer years of service).
(p) "Disability"
means a Participant's long-term disability as
defined in the Company's or Participating Employer's long-term
disability plan for employees.
(q)
"Distributable Amount" means the amount credited to a
Participant's Account.
(r)
"Distribution Event" means, with respect to each Participant,
the Participant's termination of Service for any reason,
including
Retirement, death or Disability, or the date of a Scheduled or
Unscheduled Withdrawal. A Participant's Distribution Event
election
shall be made in writing at such time, on such form and subject
to
such terms and conditions as the Retirement Committee may
specify.
(s)
"Election
Period" means the period designated under this Plan
when Participants submit their elections to defer Compensation
and/or Long Term Incentive Payments. The term Election Period
includes the Initial Election Period and any Annual Election
Period.
(t) "Eligible
Employee" means any Employee who is designated in
writing as eligible to participate in the Plan by the
Retirement
Committee from among a select group of management or highly-
compensated Employees of the Company or a Participating
Employer.
(u) "Employee"
means a common law employee of the Company or a
Participating Employer performing services regularly in the
United
States or, if not performing services regularly in the United
States, a common law employee of the Company or Participating
Employer who is on U.S. payroll and participating in a Company-
sponsored Global Transfer Program.
(v) "Fees" means, (i) in the case of
non-Employee members of the
Board, annual cash fees paid by the Company, including retainer
fees, Retirement Committee fees and meeting fees, paid by the
Company as compensation for serving on the Board, and (ii) in
the
case of any other non-Employee service provider, the cash fees
paid
to such individual for services rendered to the Company.
(w) "Fund" or
"Funds" means one or more of the investment funds
selected
by the Retirement Committee pursuant to Section 3.5.
(x) "Incentive
Payment" means that portion of Compensation that is
variable and is directly related to a Participant's sales
performance. Long Term
Incentive Payments are not included in
Incentive Payments for purposes of the Plan.
(y) "Initial
Election Period" means the 30-day period following an
individual's designation as an Eligible Employee, Director or
Consultant.
(z) "Investment
Return" means, for each Fund, an amount equal to
the pre-tax rate of gain or loss on the assets of such Fund (net
of
applicable fund and investment charges) from one Valuation Date
to
the immediately following Valuation Date.
(aa) "Long Term
Incentive Payment" means:
(1) an amount
payable to a Participant under the Long Term
Incentive Plan;
(2) for payments
made on or after August 1, 2004, an amount
payable to a Participant under a plan or program established
by a Participating Employer, and approved by the Company, to
provide incentives to Employees of the Participating Employer
to attain specified performance targets over a multi-year
period;
(3) an amount
payable under the NIKE, Inc. 1990 Stock
Incentive Plan pursuant to an award with terms similar to
awards made under the Long Term Incentive Plan; and
(4) an amount
payable under a Long Term Incentive Award
Agreement (Mid-Plan Grant), pursuant to an award made on
terms similar to awards made under the Long Term Incentive
Plan.
(bb) "Long Term
Incentive Plan" means the Long Term Incentive Plan
of NIKE, Inc., as amended from time to time.
(cc)
"Participant" means any Consultant, Director or Eligible
Employee who elects to defer Compensation in accordance with
Section
3.1.
(dd)
"Participating Employer" means an entity directly or
indirectly controlled by the Company or in which the Company has
a
significant equity or investment interest, which the Retirement
Committee has designated as a Participating Employer in this
Plan.
(ee) "Payment
Commencement Date" means:
(1) in the case
of distributions which are paid in the
form of a single cash lump sum under Sections 6.1 or 6.2, as
soon as administratively practicable after the end of the
calendar quarter during which the Participant terminates
Service;
(2) in the case
of distributions which are paid in the
form of quarterly installments under Section 6.1(b), on or
before the January 31 following the Plan Year during which
the Participant terminates Service;
(3) in the case
of distributions on account of Plan
termination, distributions otherwise payable under (1) or
(2) may be subject to earlier distribution at the discretion
of the Committee, to the extent that earlier distribution
would not result in additional tax under Section 409A of the
Code.
If the Participant holds the position of Vice President of the
Company or a Participating Employer, or a higher position, and
the
distribution is made on account of the Participant's termination of
Service
(for a reason other than death or Disability), the Payment
Commencement Date
may not be earlier than six months after the date of the
Participant's
termination of Service.
(ff)
"Performance
Based Compensation" means payments to an
individual that are contingent on the satisfaction of
pre-established
organizational or individual performance criteria measured during
a
performance period of at least 12 consecutive months. Organizational
or
individual performance criteria are considered to be "pre-
established" if established in writing no later than 90 days after
the
start of the performance period, provided that attainment of
the
performance criteria is substantially uncertain at the time the
criteria are established. Performance Based Compensation
does not
include any amount that an individual is entitled to receive
regardless of whether performance goals are attained.
(gg)
"Plan" means the
NIKE, Inc. Deferred Compensation Plan set
forth herein, now in effect, or as amended from time to time.
(hh)
"Plan Year"
means the calendar year.
(ii)
"Predecessor
Plans" means the NIKE, Inc. Supplemental Executive
Savings Plan and the NIKE, Inc. Supplemental Executive Profit
Sharing
Plan.
(jj)
"Profit Sharing
Plan" means the 401(k) Savings and Profit
Sharing Plan for Employees of NIKE, Inc.
(kk)
"Retirement"
means the Participant's termination of employment
if
at the time thereof the Participant has completed at least
sixty
(60)
whole months of Service.
(ll)
"Retired
Director" or "Director's Retirement" means the
cessation of a Director's services on the Board on or after age
65
with
ten (10) years of service, but no later than age 72 if the
Director commenced service as a Director after the Company's
1993
fiscal year.
(mm)
"Retirement
Committee" means the Retirement Committee appointed
by
the Board to administer the Plan in accordance with Article VII.
Unless specified otherwise by the Board, the "Retirement
Committee"
shall mean the Retirement Committee established under the
Profit
Sharing Plan.
(nn)
"Salary" means
the Employee's base salary for the Plan Year.
Salary excludes any other form of compensation such as
restricted
stock, proceeds from stock options or stock appreciation
rights,
severance payments, moving expenses, car or other special
allowance,
adjustments for overseas employment other than the 12.5%
transfer
premium, or any other amounts included in an Eligible
Employee's
taxable income that is not compensation for services. Deferral
elections shall be computed before taking into account any
reduction
in
taxable income by salary reduction under Code Sections 125 or
401(k), or under this Plan.
(oo)
"Service" means
performance of services for the Company
(including any entity that is directly or indirectly controlled by
the
Company or any entity in which the Company has a significant equity
or
investment interest, as determined by the Company for purposes of
this
Plan) or a Participating Employer as an Employee, Director or
Consultant.
(pp)
"Valuation Date"
means each date on which Accounts are valued.
The
Retirement Committee shall establish the Valuation Dates under
the
Plan.
For
purposes of determining the value of each Participant's Account
balance, the Valuation Date means each day that the New York Stock
Exchange
is open for trading.
For
purposes of Unscheduled Withdrawals (Unforeseeable
Emergencies),
the Valuation Date means the date the Retirement Committee approves
a request
for an Unscheduled Withdrawal.
For
purposes of calculating lump sum payments under Section 6.1 or
6.2, the Valuation Date means the last day of the calendar quarter
preceding
the Payment Commencement Date.
For
purposes of calculating the dollar amount of quarterly
installment
payments, the Valuation Date means the December 31 immediately
preceding the
year in which the installments are paid. As of the last day of each
calendar
quarter of each year in which installments are paid, the dollar
amount of the
quarterly installment payment will be deducted from the
Participant's Account
based on the value of the Participant's deemed investments on the
last day of
the calendar quarter.
For
purposes of determining the amount of the final installment
payment, the Valuation Date means the December 31 of the Plan Year
in which
the final installment payment is made. The final installment payment will
be
equal to the Participant's remaining Account balance as of the
Valuation
Date.
Any
valuation under this Plan shall be based on the closing market
prices of the investment Funds on the applicable Valuation Date or,
if the
Valuation Date is not a day on which the New York Stock Exchange is
open for
trading, the preceding such trading day.
Payment amounts and deductions from Accounts are based on asset
values
as of the Valuation Date even though actual payments to the
Participant may
be delayed for an administratively reasonable period of time to
allow for
processing and reporting of payments and withholding of applicable
taxes.
ARTICLE II
PARTICIPATION
2.1
Participation
An Eligible Employee, Director or Consultant shall become a
Participant in
the Plan by electing to defer a portion of his or her Compensation
in
accordance with Section 3.1.
ARTICLE III
DEFERRAL OF COMPENSATION
3.1
Participant Elections to Defer Compensation
(a) Initial
Eligibility. Each
Eligible Employee, Director or
Consultant may elect to defer Compensation by filing an election
with
the Retirement Committee that conforms to the requirements of
this
Section 3.1, on a form provided by the Retirement Committee, no
later
than the last day of his or her Initial Election Period.
An election
to defer Salary, Incentive Payments or Fees made during an
Initial
Election Period shall be effective as to Salary, Incentive
Payments,
and Fees
earned beginning with the first pay period beginning after
the Initial Election Period. Employees who first became
Eligible
Employees during a Plan Year may make an election to defer
Bonuses
payable in subsequent Plan Years by making deferral elections
in
accordance with subsection 3.1(c).
(b) Automatic
Continuation of Deferral Elections. A Compensation
deferral election made under this Section 3.1 shall remain in
effect,
notwithstanding any change in the Participant's Compensation,
until
modified or terminated at a subsequent Annual Election Period or
as
otherwise provided herein.
(c) Deferral
Elections After Initial Election Period.
(1) Irrevocable During Plan
Year. Once a
Compensation
deferral election has taken effect, the Participant's
Compensation deferral election shall be irrevocable for the
remainder of the Plan Year. However, for the 2005 Plan
Year
only, a Participant may irrevocably elect at any time during
the
2005 Plan Year to reduce the percentage to be deferred from
Salary, Incentive Payments, and Fees earned in the remainder of
the 2005 Plan Year to zero.
(2) Subsequent
Plan Years. Subject to
the minimum deferral
requirement of subsection (d) of this Section, the percentage
of
Salary, Bonus, Incentive Payments and Fees designated by the
Participant for deferral may be modified by filing a new
election with the Retirement Committee during an Annual
Election
Period.
(3) Special
Election Period for 2005. On or before March 15,
2005, a Participant may elect to defer Compensation for
services
performed during the 2005 Plan Year, provided that the amounts
to which the deferral election relates have not been paid or
made available at the time of the election.
(4) Performance
Based Compensation. An
election to defer
Performance Based Compensation must be made and become
irrevocable (A) no later than six months before the last day of
the period over which a Participant's performance is measured
and (B) before the compensation has become both substantially
certain to be paid and readily ascertainable.
(d) Amount of
Deferral.
(1) Maximum
Deferral. The maximum
amount of Compensation
that an Eligible Employee, Director or Consultant may elect to
defer is as follows:
(A) Any whole
percentage of Salary up to 100%;
(B) Any whole
percentage of Bonus up to 100%;
(C) Any whole
percentage of Incentive Payments up to
100%;
(D) Any whole
percentage of Fees up to 100%;
provided, however,
that no election under this Section 3.1
shall be effective to reduce the Compensation paid to an
Eligible Employee to an amount that is less than the amount
necessary to pay applicable employment taxes (e.g., FICA and
Medicare contributions) payable with respect to amounts
deferred hereunder, amounts necessary to satisfy any other
benefit plan withholding obligations, any resulting income
taxes
payable with respect to Compensation that cannot be so
deferred, and any amounts necessary to satisfy any wage
garnishment or similar type obligations.
(2) Minimum
Deferrals. For each
full Plan Year during which
an Eligible Employee is a Participant, the minimum dollar
amount
that may be deferred under this Section 3.1 is $5,000. The
minimum deferral is $1,000 in the case of Directors and
Consultants.
(e)
Termination of
Deferral Election. A
Participant's deferral
election shall terminate with respect to future Compensation upon
the
Participant's ceasing to be an Eligible Employee, Director or
Consultant.
3.2 Director's 1999
Transition Election.
Any Director as of September 1,
1999, shall have made an election on or before September 24, 1999,
to either
remain eligible for the Director's Retirement Annuity or to convert
such
annuity to the Director's 1999 Transition Retirement Benefit, in
either case
such benefit not payable until the Director's Retirement.
In the event an
electing Director converted the Director's Retirement Annuity, such
election
shall be irrevocable and paid as provided herein.
3.3
Company or Participating Employer Contributions
(a)
Eligibility.
An Eligible Employee
who qualifies for a
contribution for a Plan Year under the Profit Sharing Plan (or
a
Participating Employer's qualified retirement plan, if
applicable)
shall be eligible for a Company or Participating Employer
contribution
under this Plan for such Plan Year if he or she either (i) makes
a
Deferral Election under 3.1 for the Plan Year, or (ii) receives
compensation under the Profit Sharing Plan (or Participating
Employer's qualified retirement plan, if applicable) exceeding
the
Code
[section] 401(a)(17) limit of $200,000 (as indexed) for its
Plan
Year, or both.
(b)
Contribution.
An Eligible Employee
who is eligible under
subsection 3.3(a) shall be credited with a "Restoration Amount"
for
each
Plan Year.
"Restoration Amount" means the amount by which the
Eligible Employee's allocated share of the "Profit Sharing
Contribution" (as defined in the Profit Sharing Plan or the
Participating Employer's qualified retirement plan) for the
corresponding Plan Year under the Profit Sharing Plan or
Participating
Employer's qualified retirement plan would be higher if calculated
on
the
basis of Compensation as defined in this Plan (i) determined
before any reduction for deferral of Compensation under this Plan;
and
(ii)
without regard to the Code [section] 401(a)(17) limit.
(c)
Discretionary
Contributions. In
addition to contributions in
accordance with Section 3.3(b), the Company or Participating
Employer
may,
in its sole discretion, make discretionary contributions to the
Accounts of one or more Participants at such times and in such
amounts
as
the Board, the Participating Employer or the Retirement
Committee
may
determine. At the time
that the Company or Participating Employer
specifies the amount of the Discretionary Contribution, the Company
or
Participating Employer must also specify (1) the time and form
of
payment of the Discretionary Contribution; and (2) the vesting
schedule, if any, applicable to the Discretionary Contribution.
A
Participant may change the time and form of payment of the
Discretionary Contribution only if his or her change is filed with
the
Retirement Committee at least twelve months prior to his or her
Payment Commencement Date and the first payment made under the
newly
elected form of payment cannot be made sooner than five years
after
the
Payment Commencement Date for the form of payment that the
Participant has elected to change. For purposes of this
subsection,
the
Payment Commencement Date for a series of installment payments
is
treated as the date on which the first of such installment
payments
would be made under the terms of this Plan.
(d)
Director's
Retirement Contribution. In addition to any
con
