[EXCESS PLAN LOGO] EXHIBIT 10.18 THE EXECUTIVE
NONQUALIFIED "EXCESS" PLAN (TM) PLAN DOCUMENT (C) 2003 Executive
Benefit Services, Inc. [EBS EXECUTIVE 4140 ParkLake Avenue, Suite
500 BENEFIT SERVICES LOGO] Raleigh, NC 27612 [EXCESS PLAN LOGO] THE
EXECUTIVE NONQUALIFIED "EXCESS" PLAN(TM) TABLE OF CONTENTS
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---- Section 1.
Purpose:......................................................... 1
Section 2.
Definitions:..................................................... 1
2.1 "Accrued
Benefit"............................................... 1 2.2
"Active Participant"............................................. 1
2.3 "Adoption
Agreement"............................................. 2 2.4
"Beneficiary".................................................... 2
2.5
"Board".......................................................... 2
2.6
"Committee"...................................................... 2
2.7
"Compensation"................................................... 2
2.8 "Crediting
Date"................................................. 2 2.9
"Deferred Compensation Account".................................. 2
2.10
"Disability"..................................................... 2
2.11 "Education
Account".............................................. 3 2.12
"Education Subaccount"........................................... 3
2.13 "Education
Recipient"............................................ 3 2.14
"Effective Date"................................................. 3
2.15
"Employee"....................................................... 3
2.16
"Employer"....................................................... 4
2.17 "Employer
Credits"............................................... 4 2.18
"Independent Contractor"......................................... 4
2.19 "In-Service
Account"............................................. 4 2.20
"Normal Retirement Date"......................................... 4
2.21
"Participant".................................................... 5
2.22 "Participating
Employer"......................................... 5 2.23
"Plan"........................................................... 5
2.24 "Plan
Administrator"............................................. 5 2.25
"Plan Year"...................................................... 5
2.26 "Qualifying Distribution
Event".................................. 5 2.27 "Retire" or
"Retirement"......................................... 5 2.28
"Retirement Account"............................................. 5
2.29 "Salary Deferral
Agreement"...................................... 6 2.30 "Salary
Deferral Credits"........................................ 6 2.31
"Service"........................................................ 6
2.32
"Sponsor"........................................................ 6
2.33 "Spouse" or "Surviving
Spouse"................................... 6 2.34
"Trust".......................................................... 6
2.35
"Trustee"........................................................ 6
2.36 "Years of
Service"............................................... 6
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Section 3.
Participation:................................................... 7
Section 4. Credits to Deferred Compensation
Account:........................ 7 4.1 Salary Deferral
Credits.......................................... 7 4.2 Employer
Credits................................................. 8 4.3
Deferred Compensation Account.................................... 8
Section 5. Qualifying Distribution
Events:.................................. 8 5.1 Death of a
Participant........................................... 8 5.2
Disability of a Participant...................................... 9
5.3 Termination of
Service........................................... 9 5.4
Retirement....................................................... 9
Section 6. Distributions While in
Service:.................................. 9 6.1 In-Service
Withdrawals........................................... 9 6.2
Financial Hardship Withdrawals...................................
10 6.3 "Haircut"
Withdrawals............................................ 11 6.4
Education Withdrawals............................................
11 Section 7. Qualifying Distribution Events Payment
Options:.................. 12 7.1 Payment
Options.................................................. 12 7.2
Prepayment.......................................................
13 Section 8.
Vesting:.........................................................
13 Section 9. Accounts; Deemed Investment; Adjustments to
Account:............. 14 9.1
Accounts.........................................................
14 9.2 Deemed
Investments............................................... 14 9.3
Adjustments to Deferred Compensation Account.....................
14 Section 10. Benefit
Exchange:................................................ 15
Section 11. Transfer to Qualified
Plan:...................................... 15 11.1 Maximize
Qualified Plan Deferrals................................ 15 11.2
Maximize Qualified Plan Match....................................
16 11.3 Transfer Deferral to Qualified
Plan.............................. 16 11.4 Credit Match to
Qualified Plan................................... 16 11.5
Compliance with Qualified Plan...................................
17 Section 12. Administration by
Committee:..................................... 17 12.1 Membership
of Committee.......................................... 17 12.2
Committee Officers; Subcommittee.................................
17 12.3 Committee
Meetings............................................... 17 12.4
Transaction of Business..........................................
18 12.5 Committee
Records................................................ 18 12.6
Establishment of Rules...........................................
18 12.7 Conflicts of
Interest............................................ 18
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12.8 Correction of
Errors............................................. 18 12.9
Authority to Interpret Plan......................................
19 12.10 Third Party
Advisors............................................. 19 12.11
Compensation of Members..........................................
19 12.12 Expense
Reimbursement............................................ 19 12.13
Indemnification..................................................
19 Section 13. Contractual Liability;
Trust:.................................... 20 13.1 Contractual
Liability............................................ 20 13.2
Trust............................................................
20 Section 14. Allocation of
Responsibilities:.................................. 21 14.1
Board............................................................
21 14.2
Committee........................................................
21 14.3 Plan
Administrator............................................... 21
Section 15. Benefits Not Assignable; Facility of
Payments:................... 21 15.1 Benefits not
Assignable.......................................... 21 15.2
Payments to Minors and Others....................................
22 Section 16.
Beneficiary:.....................................................
22 Section 17. Amendment and Termination of
Plan:............................... 23 Section 18. Communication
to Participants:................................... 23 Section 19.
Claims Procedure:................................................
24 19.1 Filing of a Claim for
Benefits................................... 24 19.2 Notification to
Claimant of Decision............................. 24 19.3 Procedure
for Review............................................. 25 19.4
Decision on Review...............................................
25 19.5 Action by Authorized Representative of
Claimant.................. 25 Section 20. Miscellaneous
Provisions:........................................ 26 20.1 Set
off.......................................................... 26
20.2
Notices..........................................................
26 20.3 Lost
Distributees................................................ 26
20.4 Reliance on
Data................................................. 27 20.5
Receipt and Release for Payments.................................
27 20.6
Headings.........................................................
27 20.7 Continuation of
Employment....................................... 27 20.8 Merger or
Consolidation; Assumption of Plan...................... 28 20.9
Construction.....................................................
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iii [EXCESS PLAN LOGO] THE EXECUTIVE
NONQUALIFIED "EXCESS" PLAN (TM) SECTION 1. PURPOSE: By execution of
the Adoption Agreement, the Employer has adopted the Plan set forth
herein to provide a means by which certain management Employees and
Independent Contractors of the Employer may elect to defer receipt
of current Compensation from the Employer in order to provide
Retirement and other benefits on behalf of such Employees and
Independent Contractors of the Employer, as selected in the
Adoption Agreement. The Plan is not intended to be a tax-qualified
retirement plan under Section 401(a) of the Internal Revenue Code
(the "Code"). The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred
compensation benefits for a select group of management or highly
compensated employees under Sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974
and independent contractors. SECTION 2. DEFINITIONS: As used in the
Plan, including this Section 2, references to one gender shall
include the other and, unless otherwise indicated by the context:
2.1 "ACCRUED BENEFIT" means, with respect to each Participant, the
balance credited to his Deferred Compensation Account. 2.2 "ACTIVE
PARTICIPANT" means, with respect to any day or date, a Participant
who is in Service on such day or date; provided, that a Participant
shall cease to be an Active Participant immediately upon a
determination by the Committee that the Participant has ceased to
be an Employee or Independent Contractor, or that the Participant
no longer meets the eligibility requirements of the Plan. 2.3
"ADOPTION AGREEMENT" means the written agreement pursuant to which
the Employer adopts the Plan. The Adoption Agreement is a part of
the Plan as applied to the Employer. 2.4 "BENEFICIARY" means the
person, persons, entity or entities designated or determined
pursuant to the provisions of Section 16 of the Plan. 2.5 "BOARD"
means the Board of Directors of the Employer, if the Employer is a
corporation. If the Employer is not a corporation, "Board" shall
mean the Employer. 2.6 "COMMITTEE" means the administrative
committee provided for in Section 12. 2.7 "COMPENSATION" shall have
the meaning designated in the Adoption Agreement. 2.8 "CREDITING
DATE" means the date designated in the Adoption Agreement for
crediting the amount of any Salary Deferral Credits to the Deferred
Compensation Account of a Participant. Employer Credits may be
credited to the Deferred Compensation Account of a Participant on
any day that securities are traded on a national securities
exchange. 2.9 "DEFERRED COMPENSATION ACCOUNT" means the sum of the
amounts credited to the Retirement Account, the In-Service Account
and the Education Account of each Participant, as applicable. The
Deferred Compensation Account of each Participant shall be adjusted
as provided in Section 9. 2.10 "DISABILITY" means disability as
defined in the Adoption Agreement. 2 2.11 "EDUCATION ACCOUNT" means
a separate account to be kept for each Participant that can be
divided into one or more Education Subaccounts as described in
Section 6.4. The Education Account shall be established, adjusted
for payments, credited with Salary Deferral Credits, and credited
or debited for deemed investment gains or losses in the same manner
and at the same time as such adjustments are made to the Deferred
Compensation Account under Section 9 and in accordance with the
rules and elections in effect under Section 9. 2.12 "EDUCATION
SUBACCOUNT" means the subaccount of the Education Account which is
maintained with respect to an Education Recipient. If the
Participant does not designate more than one Education Recipient,
the Education Account shall be the Education Subaccount with
respect to such Education Recipient. 2.13 "EDUCATION RECIPIENT"
means the individual designated by the Participant in the Salary
Deferral Agreement with respect to whom the Participant will create
an Education Subaccount. 2.14 "EFFECTIVE DATE" shall be the date
designated in the Adoption Agreement as of which the Plan first
becomes effective. 2.15 "EMPLOYEE" means an individual in the
Service of the Employer if the relationship between the individual
and the Employer is the legal relationship of employer and employee
and if the individual is a highly compensated or management
employee of the Employer. An individual shall cease to be an
Employee upon the Employee's termination of Service. 3 2.16
"EMPLOYER" means the Employer identified in the Adoption Agreement,
and any Participating Employer which adopts this Plan. The Employer
may be a corporation, a limited liability company, a partnership or
sole proprietorship. All references herein to the Employer shall be
applied separately to each such Employer as if the Plan were solely
the Plan of that Employer. 2.17 "EMPLOYER CREDITS" means the
amounts credited to the Participant's Retirement Account by the
Employer pursuant to the provisions of Section 4.2. 2.18
"INDEPENDENT CONTRACTOR" means an individual in the Service of the
Employer if the relationship between the individual and the
Employer is not the legal relationship of employer and employee. An
individual shall cease to be an Independent Contractor upon the
termination of the Independent Contractor's Service. An Independent
Contractor shall include a director of the Employer who is not an
Employee. 2.19 "IN-SERVICE ACCOUNT" means a separate account to be
kept for each Participant, as described in Section 6.1. The
In-Service Account shall be established, adjusted for payments,
credited with Salary Deferral Credits, and credited or debited for
deemed investment gains or losses in the same manner and at the
same time as such adjustments are made to the Deferred Compensation
Account under Section 9 and in accordance with the rules and
elections in effect under Section 9. 2.20 "NORMAL RETIREMENT DATE"
of a Participant is designated in the Adoption Agreement. The
"Retirement Date" of a Participant means the date the Participant
attains his Retirement Age. 4 2.21 "PARTICIPANT" means with respect
to any Plan Year an Employee or Independent Contractor who has been
designated by the Committee as a Participant and who has entered
the Plan or who has an Accrued Benefit under the Plan. 2.22
"PARTICIPATING EMPLOYER" means any trade or business (whether or
not incorporated) which adopts this Plan with the consent of the
Employer identified in the Adoption Agreement. 2.23 "PLAN" means
The Executive Nonqualified Excess Plan(TM), as herein set out or as
duly amended. The name of the Plan as applied to the Employer shall
be designated in the Adoption Agreement. 2.24 "PLAN ADMINISTRATOR"
means the person designated in the Adoption Agreement. If the Plan
Administrator designated in the Adoption Agreement is unable to
serve, the Employer shall be the Plan Administrator. 2.25 "PLAN
YEAR" means the twelve-month period ending on the last day of the
month designated in the Adoption Agreement. 2.26 "QUALIFYING
DISTRIBUTION EVENT" means the Participant's Retirement or the
termination of Participant's Service with the Employer for any
reason, including as a result of his death or Disability, as
described in Section 5. 2.27 "RETIRE" OR "RETIREMENT" means
Retirement within the meaning of Section 5.4. 2.28 "RETIREMENT
ACCOUNT" means a separate account to be kept for each Participant,
as described in Section 4.3. The Retirement Account shall be
established, adjusted for payments, credited with Salary Deferral
Credits and Employer Credits, and credited or debited for deemed
investment gains or losses in the same manner and at the same time
as such 5 adjustments are made to the Deferred Compensation Account
under Section 9 and in accordance with the rules and elections in
effect under Section 9. 2.29 "SALARY DEFERRAL AGREEMENT" means a
written agreement entered into between a Participant and the
Employer pursuant to the provisions of Section 4.1 2.30 "SALARY
DEFERRAL CREDITS" means the amounts credited to the Participant's
Deferred Compensation Account by the Employer pursuant to the
provisions of Section 4.1. 2.31 "SERVICE" means employment by the
Employer as an Employee. If the Participant is an Independent
Contractor, "Service" shall mean the period during which the
contractual relationship exists between the Employer and the
Participant. 2.32 "SPONSOR" means Executive Benefit Services, Inc.
2.33 "SPOUSE" or "SURVIVING SPOUSE" means, except as otherwise
provided in the Plan, the legally married spouse or surviving
spouse of a Participant. 2.34 "TRUST" means the trust fund
established pursuant to Section 13.2, if designated by the Employer
in the Adoption Agreement. 2.35 "TRUSTEE" means the trustee, if
any, named in the agreement establishing the Trust and such
successor or additional trustee as may be named pursuant to the
terms of the agreement establishing the Trust. 2.36 "YEARS OF
SERVICE" means each Plan Year of Service completed by the
Participant. For vesting purposes, Years of Service shall be
calculated from the date designated in the Adoption Agreement. 6
SECTION 3. PARTICIPATION: The Committee in its discretion shall
designate each Employee or Independent Contractor who is eligible
to participate in the Plan. An Employee or Independent Contractor
designated by the Committee as a Participant who has not otherwise
entered the Plan shall enter the Plan and become a Participant as
of the date determined by the Committee. A Participant who
separates from Service with the Employer and who later returns to
Service will not be an Active Participant under the Plan except
upon satisfaction of such terms and conditions as the Committee
shall establish upon the Participant's return to Service, whether
or not the Participant shall have an Accrued Benefit remaining
under the Plan on the date of his return to Service. SECTION 4.
CREDITS TO DEFERRED COMPENSATION ACCOUNT: 4.1 SALARY DEFERRAL
CREDITS. To the extent provided in the Adoption Agreement, each
Active Participant may elect, by entering into a Salary Deferral
Agreement with the Employer, to defer his Compensation from the
Employer by a dollar amount or percentage specified in the Salary
Deferral Agreement. The amount of the Participant's Salary Deferral
Credit shall be credited by the Employer to the Deferred
Compensation Account maintained for the Participant pursuant to
Section 9. The following special provisions shall apply with
respect to the Salary Deferral Credits of a Participant: 4.1.1 The
Employer shall credit to the Participant's Deferred Compensation
Account on each Crediting Date an amount equal to the total Salary
Deferral Credit for the period ending on such Crediting Date. 4.1.2
An election pursuant to Section 4.1 shall be made by the
Participant by executing and delivering a Salary Deferral Agreement
to the Committee. The Salary Deferral Agreement shall become
effective with respect to such Participant as of the first full
payroll period commencing on or immediately following the first day
of the Plan Year which occurs after the date such Salary Deferral
Agreement is received by the Committee; provided, that a
Participant who first becomes a Participant in the Plan during a
Plan Year may enter into a Salary Deferral Agreement to be
effective as of the first payroll period next following the date he
enters the Plan. A Participant's election shall continue 7 in
effect, unless earlier modified by the Participant, until the
Service of the Participant is terminated, or, if earlier, until the
Participant ceases to be an Active Participant under the Plan.
4.1.3 A Participant may unilaterally modify a Salary Deferral
Agreement (either to increase or decrease the portion of his future
Compensation which is subject to salary deferral within the
percentage limits set forth in Section 4.1 of the Adoption
Agreement) by providing a written modification of the Salary
Deferral Agreement to the Employer. The modification shall become
effective as of the first full payroll period commencing on or
immediately following the first day of the Plan Year which occurs
after the date such written modification is received by the
Committee. The Participant may terminate the Salary Deferral
Agreement effective as of the date designated in the Adoption
Agreement. 4.1.4 The Committee may from time to time establish
policies or rules governing the manner in which Salary Deferral
Credits may be made. 4.2 EMPLOYER CREDITS. If designated by the
Employer in the Adoption Agreement, the Employer shall cause the
Committee to credit to the Deferred Compensation Account of each
Active Participant an Employer Credit as determined in accordance
with the Adoption Agreement. 4.3 DEFERRED COMPENSATION ACCOUNT.
Unless otherwise designated by the Participant in the Salary
Deferral Agreement, all Salary Deferral Credits made pursuant to
Section 4.1 shall be credited to the Retirement Account of the
Participant. All Employer Credits made pursuant to Section 4.2
shall be made to the Retirement Account of the Participant. The
Retirement Account is a part of the Deferred Compensation Account
of a Participant and shall be distributed upon a Qualifying
Distribution Event. SECTION 5. QUALIFYING DISTRIBUTION EVENTS: 5.1
DEATH OF A PARTICIPANT. If a Participant dies while in Service, the
Employer shall pay a benefit to the Participant's Beneficiary in
the amount designated in the Adoption Agreement. Payment of such
benefit shall be made by the Employer pursuant to Section 7. If a
Participant dies following his Retirement or termination of Service
for any 8 reason, including Disability, and before all payments to
him under the Plan have been made, the balance of the Participant's
vested Accrued Benefit shall be paid by the Employer to the
Participant's Beneficiary pursuant to Section 7, and such balance
shall be determined as of the commencement date of the payments.
5.2 DISABILITY OF A PARTICIPANT. If a Participant suffers a
Disability while in Service prior to his Normal Retirement Date, he
shall terminate Service with the Employer as of the date of the
establishment of his Disability, whereupon he shall commence
receiving payment of his vested Accrued Benefit, determined as of
the commencement date of the payments. Such benefit shall be paid
by the Employer as provided in Section 7. 5.3 TERMINATION OF
SERVICE. If the Service of a Participant with the Employer shall be
terminated for any reason other than Retirement, Disability or
death, his vested Accrued Benefit shall be paid to him by the
Employer as provided in Section 7, and such Accrued Benefit shall
be determined as of the commencement date of the payments. If a
Participant's Accrued Benefit is not fully vested at his
termination of employment, he shall forfeit that portion of his
Accrued Benefit that is not fully vested. If he subsequently
returns to Service with the Employer, he shall be treated as a new
Participant for purposes of determining the vested portion of his
Accrued Benefit. 5.4 RETIREMENT. A Participant who is in Service on
or after his Normal Retirement Date shall be eligible to Retire and
commence receiving payment of his Accrued Benefit. Payment of such
benefit shall be made by the Employer pursuant to Section 7.
SECTION 6. DISTRIBUTIONS WHILE IN SERVICE: 6.1 IN-SERVICE
WITHDRAWALS. If the Employer designates in the Adoption Agreement
that in-service withdrawals are permitted under the Plan, a
Participant may elect in the Salary Deferral Agreement to withdraw
a designated amount from his Deferred 9 Compensation Account at the
specified time or times designated by the Participant in the Salary
Deferral Agreement, and the Participant's In-Service Account shall
be credited with the amount designated for in-service withdrawals.
The following special provisions shall apply with respect to the
In-Service Account: 6.1.1 Notwithstanding any provision in this
Section 6 to the contrary, if Participant incurs a Qualifying
Distribution Event prior to the date on which the entire balance of
his In-Service Account has been distributed to him, then the
balance in the In-Service Account on the date of the Qualifying
Distribution Event shall be distributed to him in the same manner
and at the same time as his Deferred Compensation Account is
distributed to him under Section 7 and in accordance with the rules
and elections in effect under Section 7. 6.1.2 If permitted by the
Employer in the Adoption Agreement, a Participant may defer the
date of any withdrawal from the In-Service Account by giving notice
of the new withdrawal date to the Committee within the time limits
specified in the Adoption Agreement. 6.2 FINANCIAL HARDSHIP
WITHDRAWALS. If the Employer designates in the Adoption Agreement
that financial hardship withdrawals are permitted under the Plan, a
distribution of the Deferred Compensation Account may be made to a
Participant on account of financial hardship, subject to the
following provisions: 6.2.1 A Participant may, at any time prior to
his Retirement or termination of Service for any reason, including
Disability, make application to the Committee to receive a
distribution in a lump sum of all or a portion of the vested
Accrued Benefit credited to his Deferred Compensation Account
(determined as of the date the distribution, if any, is made under
this Section 6.2) because of an unforeseeable emergency that
results in severe financial hardship to the Participant. A
distribution because of an unforeseeable emergency shall not exceed
the amount required to meet the immediate financial need created by
the unforeseeable emergency and not otherwise reasonably available
from other resources of the Participant. Examples of an
unforeseeable emergency shall include but shall not be limited to
those financial needs arising on account of a sudden or unexpected
illness or accident of the Participant or of a dependent 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. 10
6.2.2 The Participant's request for a distribution on account of
financial hardship must be made in writing to the Committee. The
request must specify the nature of the financial hardship, the
total amount requested to be distributed from the Deferred
Compensation Account, and the total amount of the actual expense
incurred or to be incurred on account of financial hardship. 6.2.3
If a distribution under this Section 6.2 is approved by the
Committee, such distribution will be made as soon as practicable
following the date it is approved. The processing of the request
shall be completed as soon as practicable from the date on which
the Committee receives the properly completed written request for a
distribution on account of a financial hardship. If a Participant's
termination of Service occurs after a request is approved in
accordance with this Section 6.2.3, but prior to distribution of
the full amount approved, the approval of the request shall be
automatically null and void and the benefits which the Participant
is entitled to receive under the Plan shall be distributed in
accordance with the applicable distribution provisions of the Plan.
Only one financial hardship distribution shall be made within any
Plan Year. 6.2.4 The Committee may from time to time adopt
additional policies or rules governing the manner in which such
distributions may be made so that the Plan may be conveniently
administered. 6.3 "HAIRCUT" WITHDRAWALS. If the Employer designates
in the Adoption Agreement that "haircut" withdrawals are permitted
under the Plan, a Participant in Service may at his option make one
or more withdrawals from his Deferred Compensation Account by
written request to the Committee; provided, however, that a
Participant who requests a withdrawal under this Section 6.3 shall
incur a penalty (the "haircut") equal to a percentage (not less
than 10%), as designated by the Employer in the Adoption Agreement,
of the amount withdrawn, and this penalty shall be forfeited from
the Deferred Compensation Account of the Participant
notwithstanding the provisions of Section 8. 6.4 EDUCATION
WITHDRAWALS. If the Employer designates in the Adoption Agreement
that education withdrawals are permitted under the Plan, a
Participant may elect in the Salary Deferral Agreement for a
designated percentage or dollar amount of the Salary Deferral
Credits to be credited to the Education Account of the Education
Recipient designated by the Participant. If the Participant
designates more than one Education Recipient, the 11 Education
Account shall be divided into Education Subaccounts for each
Education Recipient, and the Participant may designate in the
Salary Deferral Agreement the percentage or dollar amount of each
Salary Deferral Credit to be credited to each Education Subaccount.
In the absence of a clear designation, all credits made to the
Education Account shall be equally allocated to each Education
Subaccount. As soon as practicable after the date designated by the
Participant in the Salary Deferral Agreement, the Employer shall
pay to the Participant the balance in the Education Subaccount with
respect to such Education Recipient in the manner designated by the
Participant in the Salary Deferral Agreement and permitted by the
Employer in the Adoption Agreement. The following special
provisions shall apply with respect to the Education Account: 6.4.1
Notwithstanding any provision in this Section 6 to the contrary, if
a Participant incurs a Qualifying Distribution Event prior to the
date on which the entire balance of the Education Account has been
distributed to him, then the balance in the Education Account on
the date of the Qualifying Distribution Event shall be distributed
to him in the same manner and at the same time as his Deferred
Compensation Account is distributed to him under Section 7 and in
accordance with the rules and elections in effect under Section 7.
6.4.2 If permitted by the Employer in the Adoption Agreement, a
Participant may defer the date of any withdrawal from the Education
Account by giving notice of the new withdrawal date to the
Committee within the time limits specified in the Adoption
Agreement. SECTION 7. QUALIFYING DISTRIBUTION EVENTS PAYMENT
OPTIONS: 7.1 PAYMENT OPTIONS. The Employer shall designate in the
Adoption Agreement the payment options available upon a Qualifying
Distribution Event. Upon a Participant's entry into the Plan, the
Participant shall elect among these designated payment options the
method under which his vested Accrued Benefit or, in the event of
his death, any benefit payable as a result, will be distributed;
provided, however, that if permitted by the Employer in the
Adoption Agreement, a Participant may change the method of payment
by 12 giving notice of the new payment method to the Committee
within the time limits specified in the Adoption Agreement. In the
event the Participant fails to make a valid designation of the
payment method, the distribution will be made in a single lump sum
payment. Notwithstanding any election made by the Participant, the
vested Accrued Benefit of the Participant will be distributed in a
single lump sum payment if the amount of such benefit does not
exceed the dollar limit specified by the Employer in the Adoption
Agreement, if applicable. 7.2 PREPAYMENT. Notwithstanding any other
provisions of this Plan, if a Participant or any other person (a
"recipient") is entitled to receive payments under the Plan, the
Committee in its sole discretion may direct the Employer to prepay
all or any part of the payments remaining to be made to or on
behalf of the recipient, or to shorten the payment period. The
amount of such prepayment shall be in full satisfaction of the
Employer's obligations hereunder to the recipient and to all
persons claiming under or through the recipient with respect to the
payments being prepaid. In the event of a partial prepayment, the
Committee shall designate which installments are being prepaid and,
if applicable, the accounts of the Participant from which such
prepayments shall be debited. The Committee's determinations under
this Section 7.2 shall be final and conclusive upon all parties
claiming benefits under this Plan. SECTION 8. VESTING: A
Participant shall be fully vested in the portion of his Deferred
Compensation Account attributable to Salary Deferral Credits, and
all income, gains and losses attributable thereto. A Participant
shall become fully vested in the portion of his Deferred
Compensation Account attributable to Employer Credits, and income,
gains and losses attributable thereto, in accordance with the
vesting schedule and provisions designated by the Employer in the
Adoption Agreement. 13 SECTION 9. ACCOUNTS; DEEMED INVESTMENT;
ADJUSTMENTS TO ACCOUNT: 9.1 ACCOUNTS. The Committee shall establish
a book reserve account, entitled the "Deferred Compensation
Account," on behalf of each Participant. The Committee shall also
establish a Retirement Account, In-Service Account and Education
Account as a part of the Deferred Compensation Account of each
Participant, if applicable. The amount credited to the Deferred
Compensation Account shall be adjusted pursuant to the provisions
of Section 9.3. 9.2 DEEMED INVESTMENTS. The Deferred Compensation
Account of a Participant shall be credited with an investment
return determined as if the account were invested in one or more
investment funds made available by the Committee. The Participant
shall elect the investment funds in which his Deferred Compensation
Account shall be deemed to be invested. Such election shall be made
in the manner prescribed by the Committee and shall take effect
upon the entry of the Participant into the Plan. The investment
election of the Participant shall remain in effect until a new
election is made by the Participant. In the event the Participant
fails for any reason to make an effective election of the
investment return to be credited to his account, the investment
return shall be determined by the Committee. 9.3 ADJUSTMENTS TO
DEFERRED COMPENSATION ACCOUNT. With respect to each Participant who
has a Deferred Compensation Account under the Plan, the amount
credited to such account shall be adjusted by the following debits
and credits, at the times and in the order stated: 9.3.1 The
Deferred Compensation Account shall be debited each business day
with the total amount of any payments made from such account since
the last preceding business day to him or for his benefit. 9.3.2
The Deferred Compensation Account shall be credited on each Cr