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AMENDMENTS
TO THE
CERTIFICATE OF EXTRA COMPENSATION PLAN
Effective
as of January 1, 2009, the Certificate of Extra Compensation
Plan (the “Plan”) shall be amended as
follows:
1.
Plan Name Change . The Plan shall be renamed the
“Certificate of Long-Term Compensation Plan,” and all
references in the Plan to “CEC” shall be changed to
“CLC.”
2.
Section 409A Amendments . The following new Article
“SEVENTEENTH” shall be inserted at the end of the
Plan:
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“ SEVENTEENTH: Notwithstanding any other provision of
the Plan to the contrary, the terms of this Article
“SEVENTEENTH” shall apply to the payment of the Formula
Value of the Employee’s 409A Shares. For purposes of this
Plan, the term “409A Shares” shall mean CLC Shares that
are awarded or vested after December 31, 2004 (the “409A
Shares”). This Article “SEVENTEENTH” is intended
to ensure that the terms of the Plan comply with Section 409A
of the Internal Revenue Code of 1986, as amended, and the
regulations and other guidance issued thereunder
(“Section 409A”).
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(a)
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Payment of 409A Shares
. The Formula Value of an Employee’s 409A Shares shall be
payable only upon the occurrence of a 409A Payment Event. Subject
to the limitations applicable to Specified Employees set forth in
this Article “SEVENTEENTH,” the Company shall pay the
Formula Value of the Employee’s 409A Shares in a single lump
sum within the 90-day period beginning on the date of the 409A
Payment Event. The Employee shall have no influence on any
determination as to the tax year in which the payment is
made.
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(b)
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409A Payment Event
. For purposes of this Plan, the term “409A Payment
Event” shall mean the date on which one of the following
occurs with respect to an Employee (or a date related to the
occurrence of one of the following):
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i)
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Separation from Service (within the meaning of Treasury Regulations
Section 1.409A-1(h) and other applicable rules under Section
409A);
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ii)
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Death; or
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iii)
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Disability (within the meaning of Section 409A(a)(2)(C) of the
Internal Revenue Code of 1986, as amended, (the “Code”)
and the regulations thereunder).
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With respect to an Employee who is placed on “long-term
disability” as provided in Article “THIRD,”
above, the Company shall determine whether a Separation from
Service has occurred with respect to the Employee based on the
facts and circumstances for purposes of establishing the time of
payment for the Employee’s 409A Shares. The Company’s
determination shall be made initially within 60 days of the
date the Employee is placed on “long-term disability,”
and each anniversary of such date thereafter.
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(c)
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No Deferral of Payment
. An Employee may not elect to defer receipt of any portion of the
Formula Value of his/her 409A Shares or to receive such amounts in
the form of installment payments. An Employee’s election to
defer receipt of any portion of his/her CEC holdings or to be paid
in installments pursuant to the provisions of Articles
“FOURTH” and “SEVENTH,” above, shall be
effective solely with respect to the portion of the Formula Value
of the Employee’s CLC Shares that were awarded and vested
before January 1, 2005 (the “Grandfathered
Shares”).
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(d)
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Limitations Applicable to Specified Employees
. No portion of the Formula Value of a Specified Employee’s
409A Shares shall be paid before the expiration of the six-month
period specified in Code Section 409A(a)(2)(B)(i) and the
regulations thereunder. This delay shall not affect the payment of
any portion of the Formula Value of a Specified Employee’s
Grandfathered Shares. For purposes of this Plan, “Specified
Employee” shall mean a &ldquo
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