In order to participate in the Plan with respect to Director’s Fees for a particular Year, a Director must file a deferral election with the Secretary of the Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.
In order to participate in the Plan with respect to Director’s Fees for a particular Year, a Director must file a deferral election with the Secretary of the Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.
In orderELECTION PROCEDURE. An Eligible Director wishing to participate in this Plan must file a written notice on the Notice of Election form electing to defer payment for a Plan Year of all or a portion of his or her Fees as a Director (“Election”). Any such Election must be filed prior to the first day of the Plan Year in which the Director’s annual service period begins and shall be effective only with respect to Director’s Fees for a particular Year,earned after the end of the Plan Year in which the Election is filed. If, however, the Election is with respect to the first year a Director must file a deferral election with the Secretary of the Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an electionis eligible to participate shall be effective forin this Plan, the Year inCommittee may permit a Director to make the Election within thirty (30) days after the date on which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointmenteligible; provided, however, any such Election will only apply with respect to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the Election. Any such Election will continue in effect until the Director modifies or terminates such Election effective as of the beginning of a subsequent Plan Year. An effective Election may be terminated or modified for any subsequent Plan Year by filing either a new Notice of Election form to effect modifications, or a Notice of Termination form to effect terminations, on or before the December 31st immediately preceding the Plan Year for which such modification or termination is to become effective. An Election shall not be effective until receipt of the fully and properly completed Notice of Election form by the Secretary of the Company. A fully and properly completed Notice of Election form must indicate: # the percentage of Fees to be deferred; # manner of payment upon distribution; # payment commencement date; and # deemed investment election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election periodOnce effective for a Plan Year, an Election is irrevocable and may not later elect to make deferralsbe changed for that Plan Year. No subsequent election may change the manner of Director’s Fees forpayment, the calendar year of hispayment commencement date or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the datedeemed investment of the election, the election willFees previously deferred. An Election shall apply to Fees payable with respect to each subsequent Plan Year, unless terminated or modified as described herein. A person for whom an amount equal to the total amounteffective Election is terminated may thereafter file a new Notice of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remainingElection form, in the performance period after the election over the total number of daysmanner described above, for future Plan Years for which he or she is eligible to participate in the performance period.this Plan.
In orderSection # Deferral Elections Generally. Each Director shall be eligible to participate in the PlanPlan. In order to participate, a Director must submit a Deferral Election (using a form approved by the Company) to the Company’s Secretary prior to the first day of the calendar year in which the Director's Fees or Stock Award would otherwise be received. The Director’s Deferral Election shall be effective and irrevocable with respect to Director’sthe Fees for a particular Year, aand/or Stock Award specified therein that would otherwise be received by such Director must file a deferral election with the Secretary of the Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year following the calendar year in which such Deferral Election is made. The Deferral Election may also be made effective (by so specifying in the Deferral Election) with respect to subsequent calendar years; provided, however, that the Deferral Election with respect to any calendar year may be changed or revoked by filing a new Deferral Election prior to the beginning of his or her initial eligibility. Ifsuch year. With respect to the calendar year in which a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman ofDirector first becomes eligible to participate, a Committee) are due for services performed over a period of time which includes the period both before and the periodDeferral Election may be made within 30 days after the date of the election, the election will applyDirector first becomes eligible with respect to an amount equalFees payable or Stock Awards granted subsequent to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.Deferral Election.
In orderAnnual Elections of Deferral. An election to participate indefer Fees shall be made prior to the Plan with respect to Director’s Fees for a particular Year, a Director must file a deferral election with the Secretarybeginning of the Company prior to January 1 of such Year;calendar year in which the Fees will be earned; provided, however, that in the case of a newly elected or appointed Director an election to participatemade within 30 days after a person first becomes a Director shall be effective for Fees earned during that year. An election shall continue in effect until the Year in whichend of the Director is first elected or appointed if it is filed no later than thirty (30) daysyear following the date of the Director’s electiondeferral election, or appointment tountil the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective dateend of the election. A new Director who does not electDirectors service on the Board, whichever shall occur first. The election to make deferralsdefer receipt of Director’s Fees during the initial thirty (30)-day election periodpayment may not later elect to make deferrals of Director’s Fees forbe canceled or modified unless the calendar year ofChairman, in his sole discretion, determines that an Unforeseen Emergency exists, or her initial eligibility. If a payment of Director’s Fees (suchexcept as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multipliedotherwise permitted by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.Internal Revenue Service regulations.
In orderAn Eligible Director may elect to participate indefer payment of Eligible Fees under [[Section V.4 or V.5]5]]5] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to Director’sthe Eligible Fees forpayable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a particular Year, a Director must file a deferral election with the Secretarypercentage of the Company prior to January 1 of such Year; provided, however, thatEligible Director’s annual retainer, as provided in the case of a newly elected or appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (suchform attached hereto as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.[Exhibit D].
In order to participate inWhether the Planpercentage deferral election shall be effective only with respect to Director’s Fees for a particular Year, a Director must file a deferral election with the Secretary of the Company prior to January 1 of such Year; provided, however, that in the case of a newly elected or appointed Director an election to participate shall be effectivepaid for the Year in which the DirectorDirector’s participation in the Plan is first electedto commence as determined pursuant to [Section 4] above or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply onlywith respect to Director’s Fees earned afterpaid for that Year and all subsequent Years until revoked or modified by the effective dateDirector, it being intended that a Director shall have only one (1) election in effect with respect to the Year during which payment is to commence and the form of the election. Apayment for all amounts deferred under the Plan. Notwithstanding the preceding intention that a Director have only one (1) election in effect with respect to the time and form of payment, # any elections in effect as of , shall remain in effect unless changed in accordance with the terms of [Sections 5(f) or (g)])] of the Plan and # a Director whose existing election provides for benefits to commence in the next Year or who has already begun receiving payments, may elect a new time and form of payment for amounts to be deferred in subsequent Years. Changes to the Year of commencement and form of payment may be made only in accordance with the rules of [Sections 5(f) or (g)])], below. The Director who does not elect to make deferralsshall notify the Secretary of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferralsCompany in writing of Director’s Fees for the calendar year of hisany such revocation or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairmanmodification of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, thedeferral election will apply to an amount equalor permitted new election with respect to the total amounttime or form of payment, which elections shall apply solely to amounts deferred with respect to Years following the Director’s Fee paid for such performance period multiplied byYear in which the ratio of the number of days remaining in the performance period after therevocation, modification or new payment election over the total number of days in the performance period.is made; and
In orderAn Eligible Director may elect to participate indefer payment of Eligible Fees under [Section V.3 or V.4]4] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to Director’sthe Eligible Fees forpayable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a particular Year, a Director must file a deferral election with the Secretarypercentage of the Company prior to January 1 of such Year; provided, however, thatEligible Director’s annual retainer, as provided in the case of a newly elected or appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (suchform attached hereto as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.[Exhibit D].
In orderAn Eligible Director may elect to participate indefer payment of Eligible Fees under [Section V.4 or V.5]5] of this Plan by filing, no later than the last day of a Plan Year (or by such earlier date as the Plan administrator shall determine), an irrevocable election with the administrator on a form provided for that purpose. The Annual Deferral Election shall be effective with respect to Director’sthe Eligible Fees forpayable during the following Plan Year. The Deferral Election Form shall specify an amount to be deferred expressed as a particular Year, a Director must file a deferral election with the Secretarypercentage of the Company prior to January 1 of such Year; provided, however, thatEligible Director’s annual retainer, as provided in the case of a newly elected or appointed Director an election to participate shall be effective for the Year in which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later elect to make deferrals of Director’s Fees for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (suchform attached hereto as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of time which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.[Exhibit D].
In orderDeferral of Fees. Each Director may elect on an Election Form that all or a portion of any Fees earned for services performed as a member of the Board subsequent to participatethe date of his deferral election shall not be paid in accordance with the normal quarterly payment schedule, but shall instead be distributed to him (or in the Planevent of his death, to his Beneficiary) in accordance with the provisions of [Article V] (Payments). Elections shall be made in one percent (1%) increments, or such other increments as may be specified by the Company, and shall include a separate election with respect to Director’s Fees for a particular Year, a Director must file a deferral election with the Secretarytime and form of the Company priorpayment applicable to January 1 of such Year; provided, however, that in the case of a newly elected or appointed DirectorDeferral Periods ending pursuant to an election to participate shall be effective for the Yearmade in accordance with this [Section 3.1(a)], which the Director is first elected or appointed if it is filed no later than thirty (30) days following the date of the Director’s election or appointment to the Board. Any initial election filed by a newly elected or appointed Director shall apply only to Director’s Fees earned after the effective date of the election. A new Director who does not elect to make deferrals of Director’s Fees during the initial thirty (30)-day election period may not later electexceed eight (8) years, and Deferral Periods ending pursuant to make deferrals[Section 5.2] (Termination of Director’Service) due to a Participant’s FeesSeparation from Service for the calendar year of his or her initial eligibility. If a payment of Director’s Fees (such as annual retainer fees or fees for serving as Chairman of a Committee) are due for services performed over a period of timeany reason, which includes the period both before and the period after the date of the election, the election will apply to an amount equal to the total amount of the Director’s Fee paid for such performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period.may not exceed three (3) years.
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