CROCS, INC. AMENDED AND RESTATED 2007 SENIOR EXECUTIVE DEFERRED COMPENSATION PLAN

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Exhibit 10.15

CROCS, INC.
AMENDED AND RESTATED 2007 SENIOR EXECUTIVE
DEFERRED COMPENSATION PLAN

         1.    Purpose.     

        Crocs, Inc. (the "Company") hereby adopts the Crocs, Inc. Amended and Restated 2007 Senior Executive Deferred Compensation Plan (as amended and restated, the "Plan"). This Amended and Restated Plan is adopted to clarify and amend the Crocs, Inc. 2007 Senior Executive Deferred Compensation Plan. The Plan sets forth the terms of an unfunded deferred compensation plan for a select group of management and highly compensated employees of the Company as designated or to be designated by the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Participants"). It is intended that the Plan constitute an unfunded "top hat plan" for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Plan is intended to provide for the deferral of portions of performance bonuses ("Performance Bonuses") awarded pursuant to the Bonus Plan approved by the Committee on March 30, 2007 by the Company to Participants for the year ended December 31, 2007 (the "2007 Performance Period"), Performance Bonuses to be awarded in future years, and other compensation payable to Participants as determined by the Committee. The Plan shall be administered and construed in accordance with Section 409A of the Code and any administrative guidance issued thereunder.

         2.    Definitions.     

        The following terms used in the Plan shall have the meanings set forth below:

        (a)   " 2007 Performance Period " shall have the meaning set forth in Section 1.

        (b)   " Affiliate " means, with respect to the Company, any entity directly or indirectly controlling, controlled by, or under common control with the Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.

        (c)   " Award Agreement " shall mean any agreement between the Company and a Participant for the payment to the Participant of compensation that is deferred under this Plan.

        (d)   " Beneficiary " shall mean any person, persons, trust or other entity designated by a Participant to receive benefits, if any, under the Plan upon such Participant's death. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or Plan Administrator.

        (e)   " Board " shall mean the Board of Directors of the Company

        (f)    " Change in Control " shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of its assets, within the meaning of Section 409A(a)(2)(A)(v) and Treasury Regulations § 1.409A-3(i)(5).

        (g)   " Claimant " shall have the meaning set forth in Section 9(a).

        (h)   " Code " shall mean the Internal Revenue Code of 1986, as amended, and Treasury Regulations issued thereunder.

        (i)    " Committee " shall have the meaning set forth in Section 1.

        (j)    " Company " shall mean Crocs, Inc., any successor to all or a major portion of the Company's assets or business that assumes the obligations of the Company, and any other corporation or unincorporated trade or business that has adopted the Plan with the approval of the Company, and is a member of the same controlled group of corporations or the same group of trades or businesses under common control (within the meaning of Code sections 414(b) and 414(c) as modified by Code section 415(h)) as the Company, or an affiliated service group (as defined in Code section 414(m)) which includes the Company, or any other entity required to be aggregated with the Company pursuant

to regulations under Code sections 414(o) and 409A or any other affiliated entity that is designated by the Company as eligible to adopt the Plan.

        (k)   " Deferral Account " shall mean the recordkeeping account, and any sub-accounts if determined by the Committee or the Plan Administrator to be necessary or appropriate for the proper administration of the Plan, established and maintained by the Company in the name of a Participant as provided in Section 4(b) for compensation payable to a Participant pursuant to a Deferral Agreement.

        (l)    " Deferral Agreement " shall mean an agreement executed by the Participant and the Company, in such form as approved by the Committee or the Plan Administrator, and as may be revised from time to time with respect to any one or more Participants by or at the direction of the Committee or Plan Administrator, whereby (A) the Participant (i) agrees to receive certain types of compensation in the future pursuant to the provisions of this Plan, (ii) elects to defer future compensation such Participant would otherwise be entitled to receive in cash from the Company, including an amount or percentage of compensation to be deferred, and/or (iii) makes such other elections as are permitted and provides such other information as is required under the Plan, and (B) the Participant specifies a schedule according to which the Participant will receive payout of his or her compensation that is payable in the future under this Plan. Each Deferral Agreement shall be consistent with this Plan and shall incorporate by its terms the provisions of this Plan.

        (m)  " Deferral Day " shall mean, for each Participant, the day on which the Company is required, by the terms of the applicable Deferral Agreement form or any other agreement between the Participant and the Company, to credit an amount to the Participant's Deferral Account under this Plan.

        (n)   " Disabled " shall mean a Participant who (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant's employer. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(C) and Treasury Regulations § 1.409A-3(i)(4).

        (o)   " ERISA " shall have the meaning set forth in Section 1.

        (p)   " Fair Market Value " shall mean, on a given date of valuation, (i) with respect to any mutual fund, the closing net asset value as reported in The Wall Street Journal with respect to the date of valuation and (ii) with respect to a security traded on a national securities exchange or the NASDAQ National Market, the closing price on the date of valuation as reported in The Wall Street Journal.

        (q)   " Hypothetical Investments " shall have the meaning set forth in Section 4(d).

        (r)   " Involuntary Separation from Service " shall have the meaning set forth in Treasury Regulations § 1.409A-1(n).

        (s)   " Manager " shall have the meaning set forth in Section 4(d).

        (t)    " Officers " shall mean the officers of the Company and its Affiliates.

        (u)   " Participant " shall have the meaning set forth in Section 1. Participants will include individuals who are eligible to receive Performance Bonuses for the 2007 Performance Period.

        (v)   " Performance Bonus " shall have the meaning set forth in Section 1.

        (w)  " Plan " shall mean this Crocs, Inc. 2007 Senior Executive Deferred Compensation Plan.

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        (x)   " Plan Administrator " shall mean the Plan Administrator, if any, appointed pursuant to Section 3(a).

        (y)   " Released Party " shall have the meaning set forth in Section 8(b)(iv).

        (z)   " Separation from Service " shall mean the cessation of employment with the Company. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(A)(i) and Treasury Regulations § 1.409A-1(h).

        (aa) " Specified Employee " shall mean a key employee (as defined in Code Section 416(i) without regard to paragraph 5 thereof) of the Company or its affiliates, for so long as any of its stock is publicly traded on an established securities market or otherwise. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(i) and Treasury Regulations § 1.409A-1(i).

        (bb) " Target Bonus " shall mean the target Performance Bonus for each Participant as determined by the Board or the Committee.

        (cc) " Trust " shall mean any trust or trusts established or designated by the Company pursuant to Section 5(a) to hold assets in connection with the Plan.

        (dd) " Trustee " shall have the meaning set forth in Section 5(a).

        (ee) " Unforeseeable Emergency " shall mean a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant's Spouse, the Participant's beneficiary or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. This definition shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii) and Treasury Regulations §1.409A-3(i)(3).

        (ff)  " Unvested Account List " shall have the meaning set forth in Section 4(d).

        (gg) " Unvested Balance " shall have the meaning set forth in Section 4(k).

        (hh) " Vested Account List " shall have the meaning set forth in Section 4(d).

(ii)

" Voluntary Separation from Service " shall mean any Separation from Service that is not an Involuntary Separation from Service.

         3.    Authority and Administration of the Committee and Plan Administrator.     

        (a)    Authorization of Committee or Plan Administrator .    The Committee shall administer the Plan and may select one or more persons to serve as the Plan Administrator. The Plan Administrator shall have authority to perform any act that the Committee is entitled to perform under this Plan, except to the extent that the Committee specifies limitations on the Plan Administrator's authority. The initial Plan Administrator shall be the Company's Chief Financial Officer. Any person selected to serve as the Plan Administrator may, but need not, be a Committee member or an officer or employee of the Company. However, if a person serving as Plan Administrator or a member of the Committee is a Participant, such person may not decide or vote on a matter affecting his interest as a Participant.

        (b)    Administration by Committee or Plan Administrator .    The Committee or Plan Administrator shall administer the Plan in accordance with its terms, and shall have all powers necessary to accomplish such purpose, including the power and authority to reasonably construe and interpret the Plan, to reasonably define the terms used herein, to reasonably prescribe, amend and rescind rules and regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations reasonably necessary or advisable for the administration of the Plan. The

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Committee or Plan Administrator may appoint additional agents and delegate thereto powers and duties under the Plan.

         4.    Deferral Agreements and Deferral Accounts.     

        (a)    Deferral Agreement .    The Company and any Participant may agree to defer all or a portion of his or her compensation, under the terms provided in any Deferral Agreement form provided to the Participant in accordance with the Plan, by executing a completed Deferral Agreement. An election to defer compensation for a taxable year pursuant to a Deferral Agreement must be made not later than the close of the preceding taxable year, or at such other time provided in Treasury Regulations issued under Code Section 409A (or earlier date specified in the applicable Deferral Agreement form); provided that, in the case of the first year in which a Participant becomes eligible to participate in the Plan within the meaning of Code Section 409A and applicable administrative guidance, such election may be made with respect to services to be performed subsequent to the election within 30 days after the date the Participant becomes eligible to participate in the Plan (or earlier date specified in the applicable Deferral Agreement form); and, in the case of any performance-based compensation based on services performed over a period of at least twelve (12) months, such election may be made no later than six (6) months before the end of the period (or the earliest of such date, the day immediately prior to the date such compensation has become reasonably ascertainable, or date specified in the applicable Deferral Agreement form) provided that the Participant is continuously employed from the date that the applicable performance criteria are established through the date of the election. The Deferral Agreement form shall establish for each Participant the amount and type of compensation (including bonuses and/or salary) that may or shall be deferred pursuant to the Plan and such determination will be reflected on the relevant Deferral Agreement form, and may establish maximum or minimum amounts of aggregate deferrals that may be elected for a Participant. A Participant shall not be entitled to vary any term that is set forth in the Deferral Agreement form except to the extent that the form of Deferral Agreement itself permits variations.

        (b)    Establishment of Deferral Accounts .    The Committee or Plan Administrator shall establish a Deferral Account for each Participant. Each Deferral Account shall be maintained for the Participant solely as a bookkeeping entry by the Company to evidence unfunded obligations of the Company. For the 2007 Performance Period, Performance Bonuses in excess of 200% of the Participant's Target Bonus (together with hypothetical earnings thereon) will be deferred under the Plan and will vest ratably on a quarterly basis from December 31, 2007 through December 31, 2010 so that the fraction of the unvested balance thereof that vests on each calendar quarter ending after December 31, 2007 shall be equal to 1 divided by the number of calendar quarters beginning with such calendar quarter and ending before January 1, 2011; provided that any unvested balance thereof shall vest upon the death or Disability of the Participant or upon a Change in Control. All other compensation of a Participant that is deferred under the Plan will be 100% vested except as otherwise provided by the Committee in connection with the award of such compensation. A Participant's Deferral Account shall be credited with the amounts required to be credited to the Participant's Deferral Account pursuant to the Participant's initial Deferral Agreement or pursuant to any subsequent Deferral Agreement entered into by that Participant and the Company, in each case, less the amount of federal, state or local tax required by law to be withheld with respect to such amounts, unless such withholding is provided from another source, and shall be adjusted for Hypothetical Investment results as described herein.

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        (c)     Rabbi Trust.     A rabbi trust (the "Trust") will be established in connection with the Plan. The Company will transfer to the Trust cash in the amount of the aggregate amounts deferred. The Trust will be irrevocable and will terminate on the earlier to occur of (i) all funds having been distributed from the Trust, or (ii) the date all obligations under the Plan have been satisfied. The Trust will provide that the assets of the Trust will be distributed only to or for the benefit of the Participants or their beneficiaries unless the insolvency provisions of the Trust apply, in which case, the Participants will become general creditors of the Company; provided that, upon Separation from Service of a Participant, the Trustee shall distribute to the Company a portion of the Trust equal to any unvested portion of the Participant's Deferral Account. The Company will be authorized to distribute part or all of a Participant's deferred compensation in marketable securities, to be selected by the Committee or Plan Administrator, rather than in cash. The Company will appoint an independent trustee for the Trust. The Committee shall select the initial independent trustee.

        (d)     Hypothetical Investments and Managers.     Subject to the provisions of Section 4(g), amounts credited to a Deferral Account shall be deemed to be invested in one or more hypothetical investments ("Hypothetical Investments"). Each Participant shall select an investment manager (a "Manager") from a list established by the Committee or Plan Administrator, and the Manager will then select Hypothetical Investments on the Participant's behalf. A Participant may select a successor Manager from such list of Managers from time to time. For the unvested portion of a Participant's Deferral Account, a Manager may select Hypothetical Investments from a list of investments selected from time to time by the Committee or Plan Administrator (the "Unvested Account List"), and subject to any limitation on permissible allocations among groups of Hypothetical Investments that the Committee or Plan Administrator may establish. For the vested portion of a Participant's Deferral Account (which shall be accounted for in a separate vested subaccount pursuant to Section 4(k)), a Manager may select Hypothetical Investments from a list of publicly available mutual funds, publicly traded stock and bonds selected from time to time by the Committee or Plan Administrator (the "Vested Account List"). No Hypothetical Investments may be made in any debt or equity issued by the Company or its Affiliates. The Committee or Plan Administrator shall consider requests from any Participant to add to the list of Managers and/or to the Vested Account List, and shall satisfy such requests if they are reasonably acceptable to the Committee or Plan Administrator. The Committee or Plan Administrator may change or discontinue any Hypothetical Investment or Manager if reasonably necessary to satisfy business objectives of the Company or its Affiliates; provided that, following a Change in Control, neither the Committee nor the Plan Administrator may change or modify the investment options existing immediately prior to such Change in Control in any manner that is adverse to the Participants. In any case, the Trust may (but will not be required to) make actual investments that mirror a Participant's Hypothetical Investments.

        (e)     List of Hypothetical Investments and Managers.     An initial list of Managers, an initial Unvested Account List, and an initial Vested Account List shall be established by the Board, the Committee or the Plan Administrator and each such list shall be provided to each Participant in connection with the initial Deferral Agreement.

        (f)     Investment of Deferral Accounts.     As provided in Sections 4(d), each Deferral Account shall be deemed to be invested in one or more Hypothetical Investments as of the date of the deferral or credit, as the case may be. The amounts of hypothetical income, appreciation and depreciation in value of the Hypothetical Investments shall be credited and debited to, or otherwise reflected in, such Deferral Account from time to time in accordance with procedures established by the Committee or Plan Administrator. Unless otherwise determined by the Committee or Plan Administrator, amounts credited to a Deferral Account shall be deemed invested in Hypothetical Investments as of the date so credited. Each Participant shall assume the investment risk of the Hypothetical Investments.

        (g)     Allocation and Reallocation of Hypothetical Investments.     A Manager may allocate and reallocate amounts credited to a Participant's Deferral Account to one or more of the Hypothetical

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Investments authorized under the Plan with such frequency as determined by the Committee or the Plan Administrator. Subject to the rules established by the Committee or Plan Administrator, a Manager may reallocate amounts credited to a Participant's Deferral Account to other Hypothetical Investments by filing with the Committee or Plan Administrator a notice, in such form as may be specified by the Committee or Plan Administrator. No Participant shall have the right, at any time, to direct a Manager to enter into specific transactions in connection with his or her Deferral Account; provided that this provision shall not prohibit the Participant from communicating with the Manager regarding Hypothetical Investments, including communication regarding preferred Hypothetical Investment objectives. Each Manager shall have the power to acquire and dispose of such Hypothetical Investments as the Manager determines necessary in connection with its portfolio. The Committee or Plan Administrator may restrict or prohibit reallocation of amounts deemed invested in specified Hypothetical Investments or invested by specified Managers to comply with applicable law or regulation.

        (h)     No Actual Investment.     Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Hypothetical Investments are to be used for measurement purposes only. A Participant's election of any such Hypothetical Investments, the allocation of such Hypothetical Investments to his or her Deferral Account, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Deferral Account shall not be considered or construed in any manner as an actual investment of his or her Deferral Account in any such Hypothetical Investments. In the event that the Committee, in its discretion, decides to cause the Trustee to invest funds in any or all of the Hypothetical Investments, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Deferral Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust. The Participant shall at all times remain an unsecured creditor of the Company.

        (i)     Forfeiture of Unvested Portions of Deferral Accounts Upon Separation from Service.     Upon a Participant's Separation from Service, any unvested portion of the Participant's Deferral Account (excluding the portion, if any, that vests as a result of such termination) shall be forfeited and terminated in accordance with the applicable Deferral Agreement, except as otherwise determined by the Committee in its sole and absolute discretion.

        (j)     Change in Law.     If a future change in law would, in the judgment of the Committee or Plan Administrator, likely accelerate taxation to a Participant of amounts that would be credited to the Participant's Deferral Account in the future under the Participant's Deferral Agreement, the Company and the Participant will attempt to amend the Plan to satisfy the requirements of the change in law and, unless and until such an amendment is agreed to, Company shall cease deferrals under this Deferral Agreement on the effective date of such change in law; provided however, the Company shall not cease deferrals if such cessation would violate the provisions of Code Section 409A.

        (k)     Separate Maintenance of Vested Subaccounts.     A separate vested subaccount shall be established and maintained for each Participant who either (a) elects to defer amounts of salary and/or cash bonus payments pursuant to a Deferral Agreement, or (b) becomes vested in a portion of the unvested balance of the Participant's Deferral Account (the "Unvested Balance"). A Participant's vested subaccount shall constitute part of the Participant's Deferral Account. Whenever a portion of a Participant's Unvested Balance becomes vested, the portion that becomes vested shall be transferred to the Participant's separate vested subaccount. If a Participant elects to defer amounts of salary and cash bonus pursuant to a Deferral Agreement, the deferral salary and cash bonus shall be accounted for in the Participant's separate vested subaccount. The amounts of hypothetical income, appreciation and depreciation in value of the Hypothetical Investments of amounts in a vested subaccount shall be credited and debited to, or otherwise reflected in, such vested subaccount from time to time in accordance with procedures established by the Committee or Plan Administrator. Unless otherwise

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determined by the Committee or Plan Administrator, amounts credited to a vested subaccount shall be deemed invested in Hypothetical Investments as of the date so credited.

         5.    Establishment of Trust.     

        (a)     The Trust Agreement.     The Company will enter into a Trust Agreement for the Plan, providing for the establishment of a trust to be held and administered by an independent trustee (the "Trustee") designated in the Trust Agreement (the "Trust"). The Trustee shall be the agent for purposes of such duties delegated to the Trustee by the Committee or Plan Administrator as set forth in the Trust Agreement.

        (b)     Funding the Trust.     On the relevant Deferral Day, the Company shall deposit into the Trust cash or other assets, as specified in the applicable Deferral Agreement, equal to the aggregate amount required to be credited to the Participant's Deferral Account for that Deferral Day, less applicable taxes required to be withheld, if any. The assets of the Trust shall remain subject to the claims of the general creditors of the Company in the event of an insolvency of the Company. Assets of the Trust shall at all times be located within the United States.

        (c)     Taxes and Expenses of the Trust.     The Committee and the Plan Administrator shall make all investment decisions for the Trust, and no Participant shall be entitled to direct any investments of the Trust. All taxes on any gains and losses from the investment of the assets of the Trust shall be recognized by the Company and the taxes thereon shall be paid by the Company and shall not be recovered from the Deferral Accounts or the Trust. The third-party administrative expenses of the Plan and the Trust, including expenses charged by the Trustee to establish the Trust and the Trustee's annual fee per Deferral Account, shall be paid by the Company, and shall neither be payable by Trustee from the Trust nor reduce any Deferral Accounts; provided that any Managers' fees or other expenses incurred with respect to particular Hypothetical Investment or any asset of the Trust which corresponds to a particular Hypothetical Investment shall be charged to the Deferral Account that is deemed invested in such Hypothetical Investment. No part of the Company's internal expenses to administer the Plan, including overhead expenses, shall be charged to the Trust or the Deferral Accounts.

         6.    Settlement of Deferral Accounts.     

        (a)     Payout Elections.     The Company shall pay or direct the Trustee to pay the net amount credited to a Deferral Account as elected by the Participant in the Participant's Deferral Agreement in accordance with the provisions of this Plan or as provided in an Award Agreement. A Participant shall be required to select one of the payout alternatives set forth in the form of Deferral Agreement provided to the Participant by the Plan Administrator. Except for payouts due to the death, Disability, Unforeseeable Emergency, Separation from Service of the Participant, or Change in Control, no payout of amounts credited to a Participant's Deferral Account shall occur prior to the fifteenth (15 ^th ) day of the first January following the calendar year of the Participant's Separation from Service with the Company, or, if later and if the Participant is then a Specified Employee, the first business day that is at least six (6) months after the termination of employment, except to the extent that a payment at an earlier date will not result in the imposition of additional tax and interest under IRC Section 409A. The Committee or Plan Administrator may allow a Participant to modify the Participant's Payout election if, and only to the extent that, the modification will not result in the imposition of additional taxes pursuant to transitional guidance issued by the IRS under Code Section 409A. The Committee or Plan Administrator may, in its sole discretion, allow a Participant to redefer the payout of his Deferral Account one or more times; provided , that (i) such redeferral may not take effect until at least twelve (12) months after the date on which such election is made; (ii) in the case of an election related to any payment other than a payment that would be made upon the Participant's death, Disability, or the occurrence of an Unforeseeable Emergency, the first payment with respect to which such election is made must be deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (iii) any election that would affect a scheduled payout may be made

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not less than twelve (12) months prior to the date of the first scheduled payout date. The preceding restrictions on redeferrals shall be construed and administered in accordance with the requirements of Code Section 409A(a)(4)(C) and Treasury Regulations § 1.409A-2(b). No Participant shall be entitled to accelerate the time or schedule of any payment under the Plan, except where an acceleration would not result in the imposition of additional tax under Code Section 409A.

        (b)     Payment in Cash or Securities.     The Company shall settle a Participant's Deferral Account, and discharge all of its obligations to pay deferred compensation under the Plan with respect to such Deferral Account, by payment of cash in an amount equal to or, at the option of the Committee, in marketable securities selected by the Committee with a Fair Market Value equal to the net amount credited to the applicable Deferral Account. Any such distributions to a Participant shall reduce the Company's obligations under the Plan to such Participant. The Company's obligation under the Plan may be satisfied by distributions from the Trust.

        (c)     Timing of Payments.     

          (i)  Payments in settlement of a Participant's Deferral Account may be distributed no earlier than the Participant's Separation from Service, Disability, death, a specified time (or pursuant to a fixed schedule) specified in the applicable Deferral Agreement, Change in Control as specified in the applicable Deferral Agreement, or the occurrence of an Unforeseeable Emergency. A payment on account of a Voluntary Separation from Service may not be made before the date, which is six (6) months after the date of Separation from Service, except to the extent that a payment at an earlier date will not result in the imposition of additional tax under IRC Section 409A.

         (ii)  Payments in settlement of a Deferral Account shall be made as soon as practicable after the date or dates (including upon the occurrence of specified events), and in such number of installments, as directed by the Participant in the Participant's Deferral Agreement, unless otherwise provided in this Section 6. All amounts needed for a payment shall be deemed withdrawn from the Hypothetical Investments as close in time as is practicable to the requested payment date. If a Participant has elected to receive installment payments, the amount of the distribution payable is based upon the value of the Deferral Account at the time of the installment payment date and shall act to reduce Hypothetical Investments in the following order: (A) cash and money market accounts, and (B) each other Hypothetical Investment on a pro rata basis, based on the value of the Participant's Deferral Account. For purposes of a redeferral election as permitted under this Section 6, the right to receive installment payments shall be treated as a right to receive a series of separate payments. If a Participant has elected to receive partial payments of the amount in his or her Deferral Account, unpaid balances shall continue to be deemed to be invested in the Hypothetical Investments that such Participant has designated pursuant to Section 4(d) or 4(f).

        (d)     Distribution on Death.     In the event of a Participant's death prior to the payment of all net amounts credited to his or her Deferral Account, the net vested amount credited to a Participant's Deferral Account (including the amount that vests as a result of Participant's death) shall be paid to the Participant's designated Beneficiary in a single lump sum as soon as practicable after the Participant's death. If a Participant fails to designate a Beneficiary or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, the Participant's designated Beneficiary shall be the executor or personal representative of the Participant's estate, if a probate proceeding is open at the time for the distribution(s), and otherwise shall be the person(s) who would be entitled to the distribution(s) under the Participant's last will and /or revocable trust (if such will distributes the residuary estate to such trust) and otherwise to the person(s) who would inherit the Participant's property under the law of the Participant's last domicile. If the Committee or Plan Administrator has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee or Plan Administrator shall have the right, exercisable in its

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discretion, to withhold such payments until this matter is resolved to the Committee's or Plan Administrator's satisfaction. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company from all further obligations under this Plan with respect to the Participant, and such Participant's interest in the Plan shall terminate upon such full payment of benefits.

        (e)     Distribution on Disability.     Irrespective of any elections made by a Participant, if the Committee or Plan Administrator determines that a Participant has become Disabled, the net vested amount credited to a Participant's Deferral Account (including the amount that vests as a result of Participant's Disability) shall be paid out in a single lump sum to the Participant.

        (f)     Distribution on Unforeseeable Emergency.     Other provisions of the Plan notwithstanding, if the Committee or Plan Administrator determines that the Participant has an Unforeseeable Emergency, the Committee or Plan Administrator shall direct the immediate lump sum payment to the Participant of vested amounts that the Committee or Plan Administrator determines to be necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement, compensation by insurance, any additional compensation that is available due to the cancellation of a deferral election upon a payment due to an unforeseeable emergency, or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). The preceding sentence shall be construed and administered in accordance with the requirements of Code Section 409A(a)(2)(B)(ii) and Treasury Regulations § 1.409A-3(i)(3). If the Committee determines that a Participant has suffered an Unforeseeable Emergency, the Plan Administrator shall authorize the cessation of deferrals by such Participant under the Plan.

        (g)     Distribution in Event of Taxation.     

          (i)  It is intended that a Participant will be subject to federal income taxes on amounts credited to the Participant's Deferral Account only when and as such amounts are distributed to the Participant. There can be no assurance that this objective will be accomplished. If a Participant is prematurely taxable on compensation deferred under the Plan, the Participant could also be subject to a 20% penalty tax on amounts deferred under the Plan under Code Section 409A. There are substantial uncertainties concerning how Code Section 409A will be interpreted and administered. If, for any reason, it has been determined that the Plan fails to meet the requirements of Code Section 409A and the regulations promulgated thereunder, the Committee or the Plan Administrator shall distribute to the Participant the portion of the Participant's Deferral Account that is required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and the regulations promulgated thereunder.

         (ii)  If, for any reason, it is determined that state, local or foreign tax obligations, or FICA, Medicare or income tax at source on wages imposed under Code Section 3401, arise from a Participant's participation in the Plan with respect to an amount deferred under the Plan before the amount is otherwise payable or made available to the Participant, the Committee may distribute an amount to the Participant (either in the form of withholding pursuant to provisions of applicable law or by distributions directly to the Participant) to reflect such tax obligation, provided the amount so distributed may not exceed the amount of such taxes due as a result of participation in the Plan.

        (h)     Effect on Deferral Account.     A Participant's Deferral Account shall be debited to the extent of any distributions to the Participant pursuant to this Section 6.

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         7.    Amendment and Termination.     

        (a)     Amendment.     The Committee, Plan Administrator or the Board may, with prospective or retroactive effect, amend or terminate the Plan (i) any time, if determined to be necessary, appropriate or advisable in response to administrative guidance issued under Code Section 409A or to comply with the provisions of Code Section 409A, or (ii) if no Participant is materially adversely affected by such action with respect to amounts required to be credited to the Participant's Deferral Account under any previously executed Deferral Agreement; (iii) if each Participant who is materially adversely affected by such action with respect to any rights previously accrued by the Participant under the Plan consents in writing to such action; or (iv) at the discretion of the Committee or Board, to provide for an acceleration of payments under the Plan in accordance with Treasury Regulation Section 1.409A-3(j)(4).

        (b)     Change in Control.     Notwithstanding the previous paragraph, following a Change in Control, the Plan will not be subject to amendment or termination without the prior written consent of each Participant who would be materially adversely affected by such action.

        (c)     Termination.     Notwithstanding any other provision to the contrary and except as may otherwise be provided by the Committee or Plan Administrator, the Plan shall terminate as soon as possible following the payment of all amounts in respect of all Deferral Accounts.

         8.    General Provisions.     

        (a)     Limits on Transfer of Awards.     Other than by will, the laws of descent and distribution, or by appointing a Beneficiary, no right, title or interest of any kind in the Plan shall be transferable or assignable by a Participant (or the Participant's Beneficiary) or be subject to alienation, anticipation, encumbrance, garnishment, attachment, levy, execution or other legal or equitable process, nor subject to the debts, contracts, liabilities or engagements, or torts of any Participant or the Participant's Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject to legal or equitable process or encumber or dispose of any interest in the Plan shall be void.

        (b)     Waiver, Receipt and Release.     

          (i)  As between the Participant and the Company, a Participant and the Participant's Beneficiary shall assume all risk (other than gross negligence of the Company or the Committee or Plan Administrator, or breach by the Company of the terms of this Plan) in connection with the Plan, Trust design, implementation or administration, Hypothetical Investment decisions made by the Participant's Manager and the resulting value of the Participant's Deferral Account, the selection and actions of the Trustee or any other third party providing services to the Company or the Trust in connection with the Plan or Trust (including their administrative and investment expenses), including any income taxes of the Participant or Participant's Beneficiary relating to or arising out of his or her participation in the Plan, and neither the Company nor the Committee or Plan Administrator shall be liable or responsible therefor other than as provided in Section 5(c); provided, however, that the Company may, in the sole and absolute discretion of the Committee, indemnify any Participant for any additional 20% tax imposed under Code Section 409A and any additional interest resulting from an inclusion in income under Code Section 409A as a result of any actions of the Company in administering or carrying out the purposes the Plan.

         (ii)  As a condition of being a Participant in the Plan, each Participant must sign a waiver (which may be a part of the Deferral Agreement) releasing the Company and its Affiliates, the Committee, the Plan Administrator, Officers and the Board from any claims and liabilities regarding the matters to which the Participant has assumed the risk as set forth in this Section. Payments (in any form) to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims for compensation deferred and relating to the Deferral Account to which the payments relate against the Company or any

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Affiliate or the Committee or Plan Administrator, and the Committee or Plan Administrator may require such Participant or Beneficiary, as a condition to such payments, to execute a waiver, receipt and release to such effect.

        (iii)  As a condition of being a Participant in the Plan, a Participant and the Participant's Beneficiary must acknowledge that they assume all risk in connection with (i) the performance of the Managers, (ii) the performance of the Hypothetical Investments, and (iii) the tax