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EXECUTIVE NONQUALIFIED EXCESS PLAN

Executive Compensation Plan Agreement

EXECUTIVE NONQUALIFIED EXCESS PLAN | Document Parties: TRANSKARYOTIC THERAPIES INC You are currently viewing:
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TRANSKARYOTIC THERAPIES INC

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Title: EXECUTIVE NONQUALIFIED EXCESS PLAN
Governing Law: North Carolina     Date: 5/2/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

EXECUTIVE NONQUALIFIED EXCESS PLAN, Parties: transkaryotic therapies inc
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[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

Page ---- 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..................................................... 28

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


 
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