Deferral Amounts. Participants may, if permitted by the Company, elect to defer # up to 75 percent of annual base salary and/or commissions and # up to 100 percent of annual incentive awards and/or long-term incentive awards, subject in each case to any minimum deferral percentages or amounts that the Administrator may impose from time to time. In no event may a Participant’s Deferral Elections result in a reduction of his or her nondeferred compensation for the period to an amount below that necessary to satisfy applicable employment taxes on deferred and nondeferred compensation, benefit plan withholding amounts, and income tax withholding for nondeferred compensation.

Employees’ and Officers’ Deferrals: Participants other than Directors may defer # a percentage of Base Salary that shall not exceed the Maximum Base Salary Deferral Percentage for the applicable Plan Year, # up to 90% of Annual Incentive Compensation, and # up to 100% of Annual Equity Compensation. Notwithstanding the foregoing, no Deferral Election shall be permitted to the extent such Deferral Election is inconsistent with Code [Section 409A].