Exhibit 10.11
RAYTHEON DEFERRED COMPENSATION
PLAN
(As amended and restated effective as of
January 1, 2009)
ARTICLE I
General
1.1 Purpose .
The Raytheon Deferred Compensation Plan (the “Plan”) is
intended to be an unfunded, nonqualified deferred compensation
arrangement for a select group of management or highly compensated
employees. The Plan shall cover those Eligible Employees and
Eligible Directors designated by the Plan Administrator. The Plan
is designed to encourage persons of outstanding ability to continue
to serve as employees or directors by providing a mechanism for
irrevocably deferring to a future year the receipt of certain
compensation and fees. The Plan is not a joint venture among the
Employers.
1.2 Amendment and
Restatement . This is an amendment and restatement of
the Plan effective January 1, 2009, unless otherwise indicated
herein.
1.3 Background
. The Plan is the successor to the following plans (or the
designated portions thereof), which were merged into the Plan
effective January 1, 2000:
Raytheon Voluntary Compensation
Deferment Plan
TI Deferred Compensation
Plan
Hughes Missile Systems Company 1993
Executive Deferred Compensation Plan
Standard Missile Deferred
Compensation Plan
MESC Deferred Compensation
Plan
Raytheon Company Deferral Plan for
Directors (only the portion of the plan that included the Deferred
Fees and Retainer Account; the portion of
the plan that included the Deferred Pension Account remains a
separate plan)
Such plans (or the designated
portions thereof) shall be referred to herein as the “Prior
Plans.”
Exhibit A to this Plan and Articles
VIII, IX, and XI of the main body of the Plan govern amounts
deferred under the Plan through December 31, 2004 (the
“Pre-2005 Plan”), within the meaning of
Section 409A of the Internal Revenue Code and Department of
Treasury Regulations and other guidance issued by the Department of
Treasury and Internal Revenue Service pursuant to Section 409A
(collectively referred to as “Section 409A”). The main
body of this Plan governs amounts deferred after December 31,
2004 (the “Post-2004 Plan”).
All amounts deferred after
December 31, 2004, shall comply with the requirements of
Section 409A for avoiding taxation under Section 409A. In
the event of any inconsistency between the Post-2004 Plan and the
requirements for avoiding taxation under Section 409A, the
requirements for avoiding taxation under Section 409A shall
govern. If any provision of the Post-2004 Plan is inconsistent with
such requirements of Section 409A, that provision shall be
disregarded, and the Plan shall be construed and administered in a
manner that conforms to those requirements and is as close as is
feasible to the disregarded provision. Between January 1,
2005, and December 31, 2008, the Post-2004 Plan operated in
accordance with good faith
compliance with the requirements of
Section 409A for avoiding taxation under Section 409A.
Effective January 1, 2009, the Post-2004 Plan’s
compliance with those requirements shall conform to the specific
provisions of the remainder of this Post-2004 Plan and any policies
adopted by the Company for compliance with the requirements of
Section 409A for avoiding taxation under
Section 409A.
Except where otherwise expressly
provided, all terms used within either the main body of the Plan or
in Exhibit A refer only to amounts deferred under the main body of
the Plan or Exhibit A, respectively, and are not applicable to
amounts deferred under the other portion of the Plan (the main body
or Exhibit A, respectively, as the case may be).
1.4
Applicability . Deferrals under this Plan may
only be made by Eligible Employees employed or Eligible Directors
serving on or after the Effective Date.
ARTICLE II
Definitions
2.1 Affiliate
.
(a) A trade or business that,
together with the Company, is a member of (i) a controlled
group of corporations within the meaning of Code section 414(b);
(ii) a group of trades or businesses (whether or not
incorporated) under common control as defined in Code section
414(c), or (iii) an affiliated service group as defined in
Code section 414(m), or that is an entity otherwise required to be
aggregated with the Company pursuant to Code section 414(o);
or
(b) If the Plan Administrator so
authorizes, an entity in which the Company owns at least an 80%
equity or profits interest.
2.2 Annual
Retainer . The retainer then in effect for service on
the Board of Directors of the Company, exclusive of Board Fees and
reimbursement for travel and other expenses.
2.3 Beneficiary
. A person or persons designated by a Participant on forms provided
by the Plan Administrator to receive Benefits hereunder in the
event of the death of the Participant. Beneficiaries may be changed
at any time and without the consent of any prior Beneficiaries. In
the case of a Participant’s failure to designate a
Beneficiary or the death of a Beneficiary without a designated
successor, Benefits shall be paid to the Participant’s
surviving spouse, if any, and if none, to his or her surviving
issue, per stirpes, if any, and, if none, to his or her estate. If
more than one person is designated as a Beneficiary of a deceased
Participant, each person shall receive a pro rata share of any
Benefits payable unless otherwise designated on the beneficiary
designation.
2.4 Benefits .
The amounts payable under this Plan, if any, in accordance with
Article IV.
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2.5 Board Fees
. The amount of a Director Participant’s fees for attending
meetings of the Board of Directors of the Company and/or committees
of such board and/or for chairing any such meetings and/or serving
as Lead Director.
2.6 Code . The
Internal Revenue Code of 1986, as amended.
2.7 Committee .
The Management Development and Compensation Committee of the Board
of Directors of the Company.
2.8 Company .
Raytheon Company or any successor thereto by merger, consolidation
or reorganization whose board of directors adopts this
Plan.
2.9
Compensation . In the case of Employee
Participants, compensation, as defined in RAYSIP (without regard to
the limits of Code Section 401(a)(17) applicable to RAYSIP and
without regard to any changes in RAYSIP’s definition of
compensation during the Plan Year, except to the extent that such
changes in definition may be given effect under this Plan without
causing taxation under Section 409A), earned within the Plan
Year. In the case of Director Participants, the sum of the Annual
Retainer and Board Fees earned within the Plan Year for service on
the Board of Directors of the Company.
2.10 Deferral
Account . The bookkeeping account established by the
Plan Administrator on behalf of a Participant to reflect the
Participant’s Deferrals, Employer Credits, and all subsequent
earnings and losses thereon. A Participant’s Deferral Account
shall include amounts transferred from Prior Plans. The Plan
Administrator may establish categories of Deferral Accounts to
reflect different sources of Deferrals.
2.11 Deferral
Agreement . A written, electronic or telephonic
agreement approved by the Plan Administrator and executed by an
Eligible Employee or Eligible Director authorizing
(i) Deferrals for the Plan Year and (ii) in the case of a
Participant’s initial Deferrals under the Plan, the form in
which Benefits resulting from all Deferrals and deemed earnings
thereon are distributed. The deferral and distribution designations
can be made in separate agreements and, if so, shall be referred to
collectively as the Deferral Agreement. In the case of Eligible
Employees, Deferral Agreements include a Salary Deferral Agreement
and an RBI Deferral Agreement.
2.12 Deferrals
. Compensation which is deferred by a Participant pursuant to a
Deferral Agreement and Compensation with respect to which Employer
Credits are made to a Participant’s Deferral Account. In
addition, all deferrals made under the Prior Plans shall be treated
as Deferrals hereunder.
2.13 Director
Participant . An Eligible Director who is a Participant
in this Plan.
2.14 Effective
Date . The Plan was first effective as of
November 1, 1999, but no Compensation earned prior to
January 1, 2000, was deferred hereunder, but accounts from
Prior Plans were transferred hereto. The main body of the Plan is
effective as of January 1, 2009, for amounts deferred after
December 31, 2004, within the meaning of Section 409A.
Exhibit A to the Plan is effective for amounts deferred before
January 1, 2005, within the meaning of
Section 409A.
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2.15 Eligible
Director . A member of the Board of Directors of the
Company who is selected by the Plan Administrator to participate in
the Plan.
2.16 Eligible
Employee . An employee of an Employer who is an exempt,
salaried, management or highly compensated employee within the
meaning of ERISA sections 201(2), 301(a)(3) or 401(a)(1) and who is
selected by the Plan Administrator to participate in the
Plan.
2.17 Employee
Participant . An Eligible Employee who is a Participant
in this Plan.
2.18 Employer .
The Company and any Affiliate or division of the Company or any
Affiliate which adopts this Plan with the consent of the Company.
For purposes of this Plan only, the Company shall be considered the
“Employer” of any Director Participant.
2.19 Employer
Credits . Matching Credits and RISP Credits.
2.20 ERISA .
The Employee Retirement Income Security Act of 1974, as
amended.
2.21 Matching
Credits . An amount equal to one hundred percent
(100%) of the first four percent (4%) of the amount by
which the Participant’s Compensation is reduced for the Plan
Year pursuant to the Participant’s Salary Deferral
Agreement.
2.22
Participant . Any Eligible Employee or
Eligible Director who is selected by the Plan Administrator to
participate in the Plan and, where required as a condition of a
credit to a Deferral Account, enters into a Deferral Agreement; and
any other person who was a participant in a Prior Plan and whose
account balances under a Prior Plan were transferred to this Plan.
A Participant shall remain a Participant until all amounts due to
the Participant under the Plan have been distributed to the
Participant or the Participant’s Beneficiary.
2.23 Plan
Administrator . The person or entity appointed by a
duly authorized officer of Raytheon Company (or any successor
entity that continues the Plan) to serve as Plan
Administrator.
2.24 Plan Year
. Each twelve (12) month period beginning
January 1.
2.25 RAYSIP .
The Raytheon Savings and Investment Plan.
2.26 RBI Award
. Bonuses earned by an Employee Participant under the
Employer’s Results Based Incentive Plan.
2.27 RBI Deferral
Agreement . A Deferral Agreement by which an Eligible
Employee authorizes deferral of part of his or her RBI Award. An
RBI Deferral Agreement does not include a Salary Deferral
Agreement.
2.28
Recordkeeper . The person or entity appointed
by the Plan Administrator to establish and maintain records for the
Plan.
2.29 RISP . The
Retirement Income Savings Program, as defined in RAYSIP.
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2.30 RISP
Credits . The amounts by which (a) the
contributions that would be made to the RISP account of a
participant in RAYSIP but for the fact that the Participant’s
Compensation exceeds the Code Section 401(a)(17) limit on
compensation that may be taken into account by RAYSIP exceeds
(b) the contributions actually made to RAYSIP on Compensation
that does not exceed the Code Section 401(a)(17)
limit.
2.31 Salary .
Compensation earned by an Employee Participant other than any RBI
Award.
2.32 Salary Deferral
Agreement . A Deferral Agreement by which an Eligible
Employee authorizes deferral of part of his or her Compensation in
excess of the Code Section 401(a)(17) limit on compensation
that may be taken into account by RAYSIP. A Salary Deferral
Agreement does not include an RBI Deferral Agreement.
2.33 Separation from
Service . Separation from service, as defined in
Section 409A, with the Employer or any affiliate within the
Employer’s controlled group (as defined in Sections 414(b)
and 414(c) of the Code by using 80% each place it is relevant in
those definitions); provided that a reasonably anticipated
permanent reduction in the level of bona fide services to less than
50% of the average level of bona fide services provided in the
immediately preceding twelve (12) months shall give rise to
the rebuttable presumption of separation from service in Treas.
Reg. Section 1.409A-1(h)(ii).
2.34 Trust .
The trust or trusts described in Section 4.4(c).
2.35 Trustee .
The trustee of the Trust.
ARTICLE III
Participation
3.1 Effect of the Prior
Plans . As of the Effective Date, all participants in
the Prior Plans became Participants under this Plan, and all
amounts deferred under the Prior Plans and any deemed earnings
thereon became subject to the terms of this Plan.
3.2 Commencement of
Participation .
(a) Each Eligible Employee and
Eligible Director shall become a Participant hereunder when the
Plan Administrator accepts his or her Deferral Agreement, except
that an Eligible Employee who is eligible for RISP Credits shall
become a Participant hereunder when the Plan Administrator selects
the person to participate in the Plan.
(b) Except as provided in subsection
(c) below or as otherwise provided by the Plan Administrator,
Deferral Agreements must be received by the Plan Administrator no
later than November 30 of the Plan Year preceding the Plan
Year in which the Compensation to which the Deferral Agreement
relates will be earned.
(c) Notwithstanding subsection (b),
the Plan Administrator may accept Deferral Agreements with respect
to the current Plan Year, but only if such Deferral Agreement is
provided
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to the Plan Administrator within the first
thirty (30) days of the date that an individual first becomes
eligible to participate in the Plan. For purposes of this
Section 3.2(c), a person who was previously eligible to
participate in the Plan will be treated as first becoming eligible
to participate in the Plan (as of the date on which the person
would again be eligible to enter into a Deferral Agreement but for
previous participation in the Plan) if (i) the person has been
paid all benefits due under the Plan and, on the date before the
last payment, was not eligible to participate in the Plan for
periods after the last payment; or (ii) the person was not
eligible to participate in the Plan (other than crediting of deemed
investment earnings) at any time during the 24-month period ending
on the date on which the person would again be eligible to enter
into a Deferral Agreement but for previous participation in the
Plan. For purposes of this Section 3.2(c), participation in
any other plan that is aggregated with the Plan for purposes of the
rules under Section 409A for determining the year of initial
eligibility for participation in the Plan shall be treated as
participation in the Plan. A Deferral Agreement with respect to the
current Plan Year under this Section 3.2(c) must apply only to
Compensation paid for services performed after the date the
Deferral Agreement is entered into.
3.3 Termination of
Participation . Each Participant shall remain a
Participant until all amounts due to the Participant hereunder have
been distributed to the Participant or Participant’s
Beneficiary.
ARTICLE IV
Benefits
4.1 Benefits for
Participants .
(a) The Benefits provided by this
Plan for a Participant shall equal the sum of the amounts credited
to his or her Deferral Account in accordance with Section 5.2
and the deemed investment earnings credited thereto in accordance
with Section 6.1. A Participant’s Benefits under this
Plan shall be distributed in accordance with Article
VII.
(b) Subject to Section 4.3 of
the Plan, a Participant shall have a nonforfeitable right to his or
her Benefits under this Plan at all times, except that a
Participant shall not have a nonforfeitable right to his or her
Benefits attributable to RISP credits and deemed investment
earnings thereon until such time as the Participant has a
nonforfeitable right to his or her RISP benefits in
RAYSIP.
(c) Thales-Raytheon Systems
Transferees : Notwithstanding any provisions herein to the
contrary, if a Thales-Raytheon Systems transferee elects, pursuant
to an election provided by the Plan Administrator, to have his or
her Benefits accrued under this Plan provided under the
Thales-Raytheon Systems Excess Savings and Deferred Bonus Plan
(“Thales-Raytheon Plan”), the Employee Participant
shall not have a Deferral Account or be entitled to any Benefits
under this Plan. For purposes of the preceding sentence, the term
“Thales-Raytheon Systems transferee” shall mean an
Employee Participant who (i) immediately prior to June 1,
2001 was an employee of the Company or one of its Affiliates, and
(ii) on such date became an employee of Thales-Raytheon
Systems Company, LLC. If an Employee Participant elects to transfer
the obligation to provide his or her Benefits accrued under this
Plan to the Thales-Raytheon Plan, the transferred Benefits shall be
subject to the distribution provisions and elections applicable
under the Thales-Raytheon Plan.
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4.2 Amounts Not Made
Available . Amounts held in the Deferral Account shall
not be made available to the Participant, except as provided in
Article VII.
4.3 Contingent Nature of
Accounts . Until the Deferrals and deemed earnings
thereon are distributed under the Plan to the Participants or
Beneficiaries, the interest of each Participant and Beneficiary in
this Plan is contingent only and is subject to forfeiture as
provided hereunder. Title to and beneficial ownership of any
assets, whether cash or investments, which the Employer may set
aside to meet its contingent deferred obligation hereunder shall at
all times remain the property of the Employer, and Participants or
Beneficiaries shall not, under any circumstances, acquire any
property interest in any specific assets of the
Employer.
4.4 Funding of
Benefits .
(a) Nothing contained herein shall
be deemed to create a trust of any kind or create any fiduciary
relationship. Funds deemed invested hereunder shall continue for
all purposes to be a part of the general funds of the Employer and
no person other than the Employer shall, by virtue of the Plan,
have any interest in such funds. To the extent that any person
acquires a right to receive payments from the Employer under the
Plan, such right shall be no greater than the right of any
unsecured general creditor of the Employer.
(b) Should any insurance contract or
other investment be acquired in connection with the liabilities
assumed under this Plan, it is expressly understood and agreed that
the Participants and Beneficiaries shall not have any right with
respect to, or claim against, such assets nor shall any such
purchase be construed to create a trust of any kind or a fiduciary
relationship between the Employer and the Participants,
Beneficiaries or any other person. Any such assets shall be and
remain part of the general, unpledged, unrestricted assets of the
Employer, subject to the claims of its general unsecured creditors.
Each Participant and Beneficiary shall be required to look to the
provisions of this Plan and to the Employer for enforcement of any
and all Benefits under this Plan and, to the extent any such person
acquires a right to receive payment under this Plan, such right
shall be no greater than the right of any unsecured general
creditor of the Employer. The Employer (or the Trust described in
(c) below, if any) shall be the designated owner and
beneficiary of any insurance contract acquired in connection with
its obligation under this Plan.
(c) Notwithstanding the foregoing,
the Employer may establish and deposit into a trust or trusts any
amounts it deems appropriate to pay the Benefits owed to
Participants and Beneficiaries hereunder. The Plan Administrator
may appoint an investment manager who shall be charged with the
management of any assets of such trust or trusts, including the
power to direct the acquisition and disposition of any assets of
the Plan.
ARTICLE V
Credits to
Accounts
5.1 Deferral
Agreements . The Participant’s Compensation shall
be reduced in accordance with the provisions of the applicable
Deferral Agreement; provided however, that all such amounts shall
be subject to the rights of the general unsecured creditors of the
Employer. The Deferral Agreement shall irrevocably designate the
amount of Compensation deferred by each
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Participant. Unless the Plan Administrator
provides otherwise, a separate Deferral Agreement, containing a
specific election to defer, shall be required for each Plan Year.
Deferral Agreements may be made in writing, electronically or in
any other format acceptable to the Plan Administrator.
5.2 Deferral
Accounts . The Plan Administrator shall establish a
Deferral Account for each Participant who submits a Deferral
Agreement, is eligible for RISP Credits, or has an account balance
transferred to this Plan from a Prior Plan. The Plan Administrator
shall credit as a bookkeeping entry to the Deferral Account of a
Participant the Deferrals designated by or made on behalf of the
Participant and any subsequent deemed earnings or losses
thereon.
5.3 Limitations on
Deferrals .
(a) For Plan Years beginning after
December 31, 2007, Employee Participants may defer from four
percent (4%) up to ninety percent (90%) of their RBI
Awards, in multiples of whole percentages.
(b) For Plan Years beginning after
December 31, 2007, Employee Participants may defer from four
percent (4%) up to ninety percent (90%) of their Salary,
in multiples of whole percentages.
(c) Director Participants may defer
from twenty-five percent (25%) to one hundred percent
(100%) of their Annual Retainers and/or one hundred percent
(100%) of their Board Fees.
ARTICLE VI
Deemed Investment of
Accounts
6.1 Participant Directed
Accounts .
(a) This Section 6.1 describes
the deemed investment rules for Participants.
(1) Participants may direct the
deemed investment of their Deferral Accounts in multiples of one
percent (1%) to deemed investments in any or all of the
investment options made available hereunder from time to time by
the Plan Administrator.
(2) Deferral Accounts shall be
deemed to be invested pursuant to the Participant’s
investment directions as of the date the Plan’s Recordkeeper
credits the Deferral.
(3) Instructions regarding deemed
investments shall be submitted to the Plan Administrator or its
designee in writing. Deemed investments shall continue in force
until revoked or changed in accordance with subsection
6.1(a)(4).
(4) Unless the Plan Administrator
provides otherwise, Participants may change their investment
directions, without limitation, by telephonic or other electronic
direction to the Recordkeeper during its business hours, or at such
other times as permitted by the Recordkeeper, but such elections
shall apply separately (i) with respect to new Deferrals to be
contributed to the Plan after such date and (ii) with respect
to the Participant’s current Deferral Account.
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(5) If a Participant does not direct
the deemed investment of his or her Deferral Account, the Deferral
Account will be treated as being invested in a money market account
selected by the Plan Administrator until the Participant directs
otherwise.
(6) In the event of the death or
incapacity of the Participant, the foregoing provisions of
Section 6.1(a) shall apply to the Participant’s
Beneficiary.
(7) If a Participant’s
Benefits are distributable as of a specified day (e.g., as of a
particular January 1 or date of death), the amount of the
Benefits distributable shall be determined as of the first business
day on or after such day and shall not be adjusted for any deemed
earnings or losses after such day, even if the Benefits are not
actually distributed until a later day.
(b) The Plan Administrator and the
Employers do not represent or guarantee successful deemed
investment of any amounts under this Plan and shall not be required
to restore any loss which may result from such deemed investments
or lack of investment. Each Participant and Beneficiary assumes the
risk in connection with any decrease in value of his or her
Deferral Account deemed invested hereunder. Furthermore, the Plan
Administrator and the Employers shall not be under any obligation
to invest amounts corresponding to any investment options chosen by
a Participant or Beneficiary. Any allocation to any deemed
investment option shall be made solely for purposes of determining
the value of the Participant’s Deferral Account under the
Plan.
6.2 Valuation and Account
Statements . Each Deferral Account shall be valued and
adjusted for deemed earnings or losses at least quarterly; provided
however, that such accounts may be valued and adjusted more
frequently as the Plan Administrator may determine. Each
Participant shall receive a quarterly statement of his or her
Deferral Account, although the Plan Administrator may provide more
frequent statements in its discretion.
6.3 Investment Directions
Non-Binding . Notwithstanding any other provision of
this Plan to the contrary, a Participant’s investment
directions shall constitute expressions of preferences concerning
the deemed investment of a Participant’s Deferral Account. As
such, the Participant’s investment directions shall not
require the Company, Employer, Recordkeeper, Trustee or any other
party to invest any assets in such investments or to determine the
amount of a Participant’s Deferral Account in accordance with
such directions. The Plan Administrator shall have the final
authority to determine the deemed investment of a
Participant’s Deferral Account under this Plan.
ARTICLE VII
Distributions
7.1 Distribution
Provisions .
(a) This Section 7.1 describes
the distribution rules for Participants following Separation from
Service or death. A Participant’s Deferral Account shall be
reduced accordingly to reflect all distributions under this Article
VII.
(b) Except as otherwise provided
herein, the distribution of a Participant’s Benefits under
this Plan shall commence upon the Participant’s Separation
from Service and shall be payable in one of the following forms, as
selected in the Participant’s initial Deferral
Agreement:
(1) A lump sum cash payment to the
Participant equal to the dollar value of the Participant’s
Deferral Account as soon as administratively practicable on or
after the January 1 immediately following the
Participant’s Separation from Service but no later than the
first March 31 after that January 1; or
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(2) Annual payments to the
Participant as soon as administratively practicable on or after
each January 1 following the Participant’s Separation
from Service, but no later than the first March 31 after that
January 1, for a period of five (5), ten (10) or fifteen
(15) years as elected by the Participant, adjusted to the
first business day in January as of which the respective payment is
made, divided by the number of remaining payments to be made.
Earnings will continue to accrue on the amounts that remain
credited to the Deferral Account based on the investments selected
by the Participant.
(c) If the Participant elects a lump
sum cash payment of his or her Benefits, and dies before the
payment has been made, the lump sum cash payment shall be made as
soon as administratively practicable on or after the date of the
Participant’s death but no later than 90 days after the Plan
learns of the death. If a Participant elects annual installment
payments of his or her Benefits, and dies before payments have
commenced, the annual payments to the Beneficiary shall commence as
soon as administratively practicable on or after the January 1
immediately following the Participant’s death, but no later
than the first March 31 after that January 1. If a
Beneficiary who is receiving annual payments dies, all remaining
Benefits which were payable to such Beneficiary shall then be
payable to the estate of that Beneficiary in a lump sum as soon as
administratively practicable on or after the date of the
Beneficiary’s death, but no later than 90 days after the Plan
learns of the death. If a Participant elects annual installment
payments of his or her Benefits, and dies after payments have
commenced but before all such payments have been made to the
Participant, the remainder of the payments due to the Participant
shall be paid to the Participant’s Beneficiary in accordance
with the payment schedule elected by the Participant.
(d) If the Participant does not
select a form of distribution in the Participant’s initial
Deferral Agreement or if the Participant becomes eligible for RISP
Credits before the Participant enters into a Deferral Agreement,
the distribution of the Participant’s benefits under this
Plan shall be payable as though the Participant had selected
payment in the form of annual installments for a period of five
(5) years, as described in Section 7.1(b)(2).
(e) A Participant may make one
change in the form of distribution of the Participant’s
Post-2004 Deferral Account; provided that the change is made no
later than twelve (12) months before the distribution is
scheduled (without regard to the change) to begin. Such a change
will not take effect until twelve (12) months after it is
made. In the event of such a change, the Participant’s
Post-2004 Account will begin to be paid five (5) years from
the date on which the distribution would have begun but for
the
