Deferral of Distributions. A Participant may elect to defer payment of his Normal Retirement Benefit payable pursuant to [Section 5.1], his Early Retirement Benefit payable pursuant to [Section 5.2] or a Termination of Employment distribution pursuant to [Section 5.3] for a period of five (5) years from the date such payment would otherwise be made by making a deferral election at least twelve (12) months before the date payment would otherwise be made. In the event that the Participant becomes entitled to a distribution pursuant to [Section 5.1], [Section 5.2] or [Section 5.3] during this twelve (12) month period, the deferral election will be of no effect and payment of the Participant's benefits will commence at the time specified in [Section 5.1], [Section 5.2] or [Section 5.3], as applicable. A Participant who becomes entitled to distribution of a Disability benefit pursuant to [Section 5.6] may not elect to defer payment of such distribution pursuant to this [Section 5.7] and any deferral election made by such Participant will be null and of no effect.

Distributions In-Kind. Except as otherwise provided in this Agreement, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the Managing Member. To the extent that the Company distributes property in-kind to the Members, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of Section 6.1(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Member’s Capital Accounts in accordance with Section 5.1 and Section 5.2.

so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, repurchases or redemptions of any Equity Interests that are not Disqualified Equity Interests of the Borrower (or any direct or indirect parent of the Borrower) held by officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of the Borrower (or such direct or indirect parent), including any repurchase, retirement or redemption pursuant to any stock option plans, employee benefit plans or any shareholders’ agreement or other agreement or arrangement then in effect or upon their death, disability, retirement, severance or termination of employment or service or to cover such person’s payment of withholding taxes in connection therewith, provided, that the aggregate cash consideration paid for all such redemptions and payments shall not exceed $10,000,000 in any fiscal year; provided, however, that any unused amount may be carried over to the subsequent fiscal year; and

SECTION # Burdensome Agreements; Restricted Debt Payments

At the time an Eligible Director’s Annual Deferral Election is made for a Plan Year, each Eligible Director shall specify the time and manner in which his/her Annual Deferred Cash Account and/or Annual Deferred Stock Account shall be distributed. If an Eligible Director does not specify an election for the timing and manner of a distribution, the balance of an Eligible Director’s Annual Deferred Accounts shall be distributed in a lump sum in accordance with option # below. The Eligible Director shall be entitled to receive, or to commence receiving, his/her Annual Deferred Accounts as soon as practicable after the following:

Timing of Distributions. Except as otherwise provided in [Section 6(a)(i)(D)(3)] with respect to [Section 409A] Award deferrals that become payable on account of a Participant's death, unless the applicable Award Agreement or related document, or written deferral election submitted by the Participant in respect of such [Section 409A] Award provides a specific date following any of the other permissible payment events set out in [Section 6(a)(i)(D)] upon which payment of a [Section 409A] Award deferral shall be made or commence, such payment shall be made or commence within sixty (60) days after the occurrence of the applicable payment event; provided, however, that where such sixty (60) day period begins and ends in different tax years, the Participant shall have no right to designate the tax year in which payment will be made (other than pursuant to an election that satisfies the requirements of [Section 6(a)(i)(E)]).

Distributions upon Vesting. In the case of any Award providing for a distribution upon the lapse of a risk of forfeiture, if the timing of such distribution is not otherwise specified in the Plan or an Award Agreement or other governing document, the distribution shall be made not later than March 15 of the year following the year in which the risk of forfeiture lapsed, and if a determination is to be made promptly following the end of a Performance Period (as in the case of Performance Awards), then the determination of the level of achievement of the applicable Performance Measures and the distribution shall be made between January 1 and March 15 of the year following the end of such Performance Period. In all cases, the Participant shall have no right to designate the tax year in which distribution will be made (other than pursuant to an election that satisfies the requirements of [Section 10(e)(i)(E)]).

All distributions shall commence in accordance with the following [choose one]:

Required Minimum Distributions. Notwithstanding any provision of the Plan to the contrary, all distributions under the Plan will be made in accordance with the minimum distribution requirements of section 401(a)(9) of the Code and the final Regulations promulgated thereunder, including without limitation the incidental death benefit requirements of [section 401(a)(9)(G)] of the Code and the requirements of Treasury Regulation [section 1.401(a)(9)], to the extent applicable.

Distributions made to a Participant with respect to his or her Cash Deferred Account shall be paid in cash in a single lump sum after the applicable Distribution Event.