2.12 ERISA. The Employee Retirement Income Security Act of 1974, as amended.
2.13 L&P Cash Deferral. The deferral of Compensation into an obligation of the Company to pay on a future date or dates
the Compensation plus interest thereon determined pursuant to Section 5.4.
2.14 Option. An option to purchase shares
of Common Stock previously granted under the Program.
2.15 Participant. A director of the Company, a
Section 16 Officer of the Company, or a management or highly compensated employee of the Employer selected by the Committee, who has delivered a signed Election form to the Company. The Committee may revoke an individuals right to
participate in the Program if he no longer meets the Programs eligibility requirements or for any other reason. Such termination will not affect Benefits previously vested under the Program.
2.16 Section 16 Officers. All officers of the Company subject to the requirements of Section 16 of the Securities Exchange
Act of 1934.
2.17 Section 409A. Section 409A of the Internal Revenue Code, including all regulations and other
guidance of general applicability issued thereunder.
2.18 Stock Unit. A unit of account deemed to equal a single share (or
fractional share) of Common Stock. No Participant or Beneficiary will have any of the rights of a shareholder with respect to Stock Units.
2.19 Unforeseeable Emergency. A severe financial hardship to the Participant resulting from an illness or accident of the
Participant, the Participants spouse, or a dependent of the Participant, loss of the Participants property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.
3. ELECTION TO DEFER
3.1 Type and Amount of Deferral. Each Participant may elect to defer all or a portion of his Compensation into Stock Units, an
L&P Cash Deferral, or any combination of the two.
3.2 Election. A Participants Election must be made on or before
December 15th for Compensation relating to the following calendar year, except that newly eligible Participants may (subject to the Companys insider trading policy) make an Election
during the calendar year within 30 days of first becoming eligible for participation for Compensation earned subsequent to the date of Election. Elections may be modified or withdrawn until such time as an original Election could no longer be made.
The Committee may provide for Elections at any other times with respect to all or any part of Compensation or Contributions to the extent
that such Elections are consistent with the requirements of Section 409A.
3.3 Benefit Plan Contributions and Payroll
Deductions. If Compensation payable after giving effect to a deferral Election will be insufficient to make all Company benefit contributions and required tax withholdings, the Participant must, at the time of the Election, make arrangements
suitable to the Company for the payment of such amounts.
3.4 Vesting. Benefits under the Program vest when the Participant
would have been vested in the Compensation but for the election to defer. Benefits not vested will terminate immediately upon a Participants termination of employment or, with respect
to non-employee directors, termination of service.
4. OPTIONS
4.1 Discontinuation of Options. As of the effective date of the Program as referenced above, Options are no longer offered
as an investment alternative under the Program.
2