Performance-Based Compensation. Subject to the limitations described below, the Administrator may determine that an irrevocable election to defer Bonus for an amount that qualifies as Performance-Based Compensation may be made by submitting a Plan Election on or before the deadline established by the Administrator, which in no event shall be later than 6 months before the end of the performance period. In order for a Participant to be eligible to make a Plan Election for Performance-Based Compensation in accordance with the deadline established pursuant to this [Section 3.3(C), (i)])] the performance criteria must relate to a performance period of at least 12 consecutive months, and # the Participant must have performed services continuously from the later of # the beginning of the

With respect to bonuses that are performance-based compensation, and based upon a performance period of at least twelve months, the initial deferral election may be made as late as six months before the end of the performance period, provided that the Participant performed services continuously from the date upon which the performance criteria are established through the date upon which the Participant makes the initial deferral election. In no event may an election to defer performance-based compensation be made after such compensation has become both substantially certain to be paid and readily ascertainable. The term performance-based compensation means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least twelve consecutive months in which the Eligible Employee performs services.