NON-EMPLOYEE DIRECTOR COMPENSATION DEFERRAL PLAN II

2.1  

Administrator .   The Executive Compensation Committee of the Board shall administer the Plan.  Notwithstanding the foregoing, the Administrator may delegate any of its duties to such other person or persons from time to time as it may designate.  Members of the Executive Compensation Committee may participate in the Plan; however, any Director serving on the Executive Compensation Committee shall not vote or act on any matter relating solely to himself or herself.

2.2  

Duties .   The Administrator has the authority to construe and interpret all provisions of the Plan, to resolve any ambiguities, to adopt rules and practices concerning the administration of the Plan, to make any determinations and calculations necessary or appropriate hereunder, and, to the maximum extent permitted by Section 409A, the authority to remedy any errors, inconsistencies or omissions.  The Company shall pay all expenses and liabilities incurred in connection with Plan administration.

2.3  

Agents .   The Administrator may engage the services of accountants, attorneys, actuaries, investment consultants, and such other professional personnel as are deemed necessary or advisable to assist in fulfilling the Administrator’s responsibilities.  The Administrator, the Company and the Board may rely upon the advice, opinions or valuations of any such persons.

2.4  

Binding Effect of Decisions .   The decision or action of the Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in the Plan.  Neither the Administrator, its delegates, nor the Board shall be personally liable for any good faith action, determination or interpretation with respect to the Plan, and each shall be fully protected by the Company in respect of any such action, determination or interpretation.

2.5  

Company Information .   To enable the Administrator to perform its duties, the Company shall supply full and timely information to the Administrator on all matters relating to the Annual Retainer, the Directors, the date and circumstances of a Director’s Separation from Service, and other pertinent information as the Administrator may reasonably require.

4.1  

Annual Deferral Election .   Each Plan Year, a Director may elect:  (i) to defer some or all of the Director’s Annual Cash Retainer, the Annual Stock Retainer, or both, attributable to the next Service Period; and (ii) to the extent permitted by this Plan, the time and form of distribution of Cash Deferrals and Stock Deferrals.  Elections become irrevocable no later than the date specified by the Administrator, but in any event before the beginning of the Plan Year with which or during which occurs the Service Period to which the elections relate.  A Director’s election will become effective only if the forms required by the Administrator have been properly completed and signed by the Director, timely delivered to, and accepted by, the Administrator.  A Director who fails to file the election before the required date will be treated as having elected not to defer any portion of the Annual Retainer for the following Service Period.

4.2  

Initial Deferral Election.   A Director who first becomes eligible to participate in the Plan during a Plan Year may elect to defer some or all of the Director’s Annual Cash Retainer and Annual Stock Retainer by filing a signed election form with the Administrator no later than 30 days after the Director first becomes eligible to participate in the Plan.  Such election shall be effective only with respect to the Director’s Annual Retainer earned after the filing of such election.  The election shall become irrevocable with respect to the Service Period covered by the election on the 30th day following the date on which the Director first becomes eligible to participate in the Plan.  This election relating to initial participation in the Plan is available only to Directors who do not participate in any other nonqualified deferred compensation elective account balance plans (within the meaning of Section 409A) maintained by the Company or any Related Company.  If a Director whose participation in the Plan is terminated again becomes a Director, he or she may elect to defer pursuant to this Section only if the Director was ineligible to defer compensation in this Plan and all other Related Company elective account balance plans for the 24 months preceding the date on which the Director again became eligible to participate in this Plan.

4.3  

Cancellations of Deferral Elections due to Unforeseeable Emergency.   If a Director experiences an Unforeseeable Emergency, the Director may submit to the Administrator a written request to cancel Deferrals for the Service Period to satisfy the Unforeseeable Emergency.  If the Administrator either approves the Director’s request to cancel Deferrals for the Service Period, or approves a request for a distribution of prior Deferrals in accordance with Section 6.1.3, then effective as of the date the request is approved the Administrator shall cancel the Director’s deferral elections for the remainder of the Service Period.  A Director whose Deferrals are canceled in accordance with this section may elect Deferrals for the following Service Period.

5.1  

Accounts .   The Company will establish notional accounts and sub-accounts for each Director as the Administrator deems necessary or advisable from time to time.  The Company will establish a Director’s Accounts during the year in which the Director first elects to defer any amounts.  All amounts in a Director’s Accounts are fully vested at all times.

5.2   

Cash Account .

5.2.1  

Establishment of Cash Account .   The Company shall establish and maintain a Cash Account for each Director who has elected to defer any portion of the Annual Cash Retainer.  A Director’s Cash Account shall be credited as appropriate for Cash Deferrals and earnings with respect to Cash Deferrals and debited for distributions from the Cash Account.

5.2.2  

Timing of Credits to Cash Accounts .   No later than the end of the calendar year during which the Company would otherwise have paid the Annual Cash Retainer to the Director but for the Director’s deferral election, the Administrator shall credit the Director’s Cash Account with an amount equal to the portion of the Annual Cash Retainer that the Director elected to defer.

5.2.3  

Investments .   The Administrator may select investment funds to use for measuring notional gains and losses with respect to Cash Deferrals.  The Administrator will establish, from time to time, rules and procedures for allowing each Director who has not had a Separation from Service to designate which one or more of the selected investment funds will be used to determine the notional gains and losses credited or debited to the Director’s Cash Account prior to Separation from Service.

5.2.4  

Valuation Date .   As of each Valuation Date, each Cash Account will be adjusted to reflect the effect of notional investment gains or losses, additions, distributions, transfers and all other transactions with respect to that account since the previous Valuation Date.

5.3   

Stock Account .

5.3.1  

Establishment of Stock Account .   The Company shall establish and maintain a Stock Account for each Director who has elected to defer any portion of the Annual Stock Retainer.  A Director’s Stock Account shall be credited as appropriate for Stock Deferrals and Dividend Equivalents and debited for distributions from the Stock Account.  Stock Deferrals credited to a Director’s Stock Account shall be used solely as a device for determining the number of shares of Common Stock to be distributed to such Director at a later time in accordance with this Plan.  Stock Deferrals credited (and the Common Stock to which the Director is entitled under this Plan) shall be subject to adjustment in accordance with Section 5.3.4 of this Plan.

5.3.2  

Credits to Stock Accounts .   The Administrator shall credit a Director’s Stock Account with Stock Deferrals as of the day on which the Annual Stock Retainer would otherwise have been paid to the Director pursuant to the Stock Plan but for the Director’s deferral election.  The number of Stock Deferrals credited to the Stock Account shall equal the number of shares of Common Stock that would have been issued to the Director pursuant to the Stock Plan in the absence of a deferral election.

5.3.3  

Dividend Equivalents .   Stock Deferrals credited to a Director’s Stock Account shall be credited with Dividend Equivalents equal to cash dividends that are declared and paid on Common Stock.  The Company will credit each Director’s Stock Account with Dividend Equivalents as of the date that the Company pays a dividend on its Common Stock, and will convert the Dividend Equivalents into additional Stock Deferrals by dividing the amount of the Dividend Equivalents by the Fair Market Value of a share of Common Stock on that date.  

5.3.4  

Adjustments in Case of Changes in Common Stock .   If the outstanding shares of Common Stock of the Company are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to such shares of Common Stock or other securities, through merger, consolidation, sale of all or substantially all of the property of the Company, reorganization or recapitalization, reclassification, stock dividend, stock split, reverse stock split, combinations of shares, rights offering, distribution of assets or other distribution with respect to such shares of Common Stock or other securities or other change in the corporate structure or shares of Common Stock, the number of Stock Deferrals in a Director’s Stock Account and the kind of shares that may be issued under the Plan or both shall be appropriately adjusted by the Committee. Any determination by the Committee as to any such adjustment will be final, binding, and conclusive.

6.1  

Distributions .   The Plan provides for distributions in a Specified Year, upon a Separation from Service or upon an Unforeseeable Emergency.  As described in Section 6.1.1, each Plan Year a Director may elect to have all or a portion of the Cash Deferrals, Stock Deferrals, or both, attributable to the next Service Period distributed in a Specified Year.  With respect to Deferrals not subject to distribution in a Specified Year, the Plan requires distribution upon Separation from Service at a time and in a form elected by the Director, or for Directors who fail to elect, at a time and in a form specified by the Plan.  A Director wishing to elect a time and form of distribution upon Separation from Service must, at the time of the Director’s initial Deferrals, submit a distribution election, which may provide a different time and form of distribution upon Separation from Service for Cash Deferrals and Stock Deferrals.  A Director’s distribution elections are irrevocable and will govern the Deferrals to which the election relates until the Deferrals covered by the election are paid in full or until subsequently changed in accordance with Section 6.3.  Notwithstanding any elections by a Director, all distributions are subject to the provisions of Section 6.2.

6.1.1  

Specified Year .   A Director may elect to receive a distribution of Cash Deferrals and Stock Deferrals in the same or different Specified Years.  The Specified Year(s) elected may be no earlier than the third Plan Year beginning after the date on which the Director initially elects to receive a distribution in a Specified Year.  Except as otherwise provided in this subsection or in Section 6.3, once a Director has elected to receive a distribution of Cash Deferrals in a Specified Year, the Director may not elect to receive a distribution of Cash Deferrals in a different Specified Year and, once a Director has elected to receive a distribution of Stock Deferrals in a Specified Year, the Director may not elect to receive a distribution of Stock Deferrals in a different Specified Year.  Beginning during the year preceding a Specified Year previously elected by the Director, the Director may elect to receive a distribution of future Deferrals in a later Specified Year, subject, however, to the restrictions of this subsection.  All amounts distributable in a Specified Year will be paid in a single lump sum, in the case of Cash Deferrals, or in a single distribution of Common Stock, in the case of Stock Deferrals.

6.1.2  

Separation from Service .   A Director may elect to receive a distribution of Deferrals commencing upon Separation from Service or during any of the first five years following the year of the Separation from Service.  A Director may elect to receive the distribution in the form of a lump sum, annual installments over a period of five (5), ten (10), or fifteen (15) years, or a combination of both a lump sum and installments.  A Director may elect a different time and form of distribution upon Separation from Service for Cash Deferrals and Stock Deferrals.

6.1.3  

Unforeseeable Emergency .   A Director may submit a written request for a distribution on account of an Unforeseeable Emergency.  Upon approval by the Administrator of a Director’s request, the Director’s Accounts, or that portion of the Director’s Accounts deemed necessary by the Administrator to satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated because of the distribution, will be distributed in a single lump sum in a manner consistent with Section 409A.

6.2   

Additional Distribution Rules .  

6.2.1  

Medium of Payment .   All amounts in a Director’s Cash Account shall be paid in cash.  All amounts in a Director’s Stock Account shall be paid in the form of an equivalent number of whole shares of Common Stock.  Fractional shares may be distributed in cash.

6.2.2   

Default Time and Form of Payment .   If a Director fails timely to elect a time and form of payment, the Director’s Accounts will be distributed upon any Separation from Service in the form of a sin