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This excerpt taken from the F DEF 14A filed Apr 4, 2008. Term, Amendment,
Modification, Termination of the Plan, and Code
Section 409A
14.(a) Term. The Plan shall terminate on
May 1, 2018, except with respect to Plan Awards then
outstanding.
(b) Amendment, Modification and
Termination. The Board of Directors, upon
recommendation of the Committee, at any time may amend, modify
or terminate the Plan, and the Committee at any time may amend
or modify the Plan; provided, however, that no such action of
the Board of Directors or the Committee, without approval of the
stockholders, may (a) increase the total number of shares
of Stock with respect to which Plan Awards may be granted under
the Plan, (b) extend the term of the Plan as set forth in
paragraph (a) of this Article 14 or (c) permit
any person while a member of the Committee or any committee of
the Board of Directors administering the Plan to be eligible to
receive or hold a Plan Award; provided, however, that neither
the Board of Directors nor the Committee may amend or modify the
Plan so as to increase the maximum number of shares determinable
pursuant to the last sentence of paragraph (a) of
Article 3.
(c) Code Section 409A. The Plan and
all Plan Awards are designed and intended to meet the
requirements of
Section 1.409A-1(b)(5)
of the U.S. Treasury Department Regulations so that no Plan
Award is determined to provide or is treated as providing for
the deferral of compensation under Code Section 409A such
that the Plan Award becomes subject to the general provisions of
Code Section 409A, or the regulations issued thereunder. To
the extent any Plan Award ultimately is determined or treated as
providing for the deferral of compensation under Code
Section 409A, the Company reserves the right to take such
action, on a uniform basis, as the Company deems necessary or
desirable to ensure compliance with Code Section 409A, and
the regulations thereunder, or to achieve the goals of the Plan
without having adverse tax consequences under the Plan for any
employee or beneficiary.
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