This excerpt taken from the GSIC 8-K filed Jun 14, 2006.
Article 3. Eligibility and Participation
3.1 Eligibility. Subject to Section 3.2, employees of the Company, its subsidiaries and affiliates eligible to be selected to participate in the Plan during any calendar year (hereinafter, a Year or Plan Year) generally include level 1, 2 and 3 executive employees, vice presidents and directors, as determined by the Companys compensation structure for a given Plan Year, and any other executive employees that the Committee designates as eligible to participate in the Plan. Further, the Committee may place such additional limitations on eligibility, as it deems necessary and appropriate under the circumstances.
3.2 Participation. The Committee based upon the criteria set forth in Sections 3.1 herein shall determine which eligible employees may participate in the Plan during any Year. An eligible employee who is selected to participate in the Plan shall be so notified in writing and delivered the Plan enrollment materials. Employees shall become eligible to participate in the Plan (Participants) upon receiving such initial notification of eligibility and the Plan enrollment materials. Notwithstanding any other provisions of this Plan, each employee that is selected as an eligible Participant for a Plan Year shall continue to be eligible to participate in this Plan in future Plan Years as long as such employee remains in a designated eligible position. A Participant who is no longer employed by the Company, its subsidiaries or affiliates is no longer eligible to participate in the Plan and may not elect to defer Compensation otherwise payable to the Participant with respect to the period on or after his or her termination of employment. In the event a Participant selected to participate in the Plan on an elective basis no longer meets the criteria for participation, such Participant shall retain all the rights described under the Plan, except the right to make any deferrals for future Plan Years, until such time that the Participant again meets the criteria for participation and is notified of his or her eligibility to participate in the Plan.
3.3 Initial Year Participation Elections. Except as provided in Section 4.2 for Performance-Based Compensation, in order to defer compensation attributable to services performed during the Year that the Participant first becomes eligible to participate in the Plan, within thirty (30) calendar days of first becoming eligible to participate, the eligible Participant must submit his or her enrollment elections in accordance with the enrollment procedures established by the Committee, which may include completing an election form (including in electronic form via a pre-established website developed for such purpose) as described herein (Election Form) and deliver it to the Committee or its designee. The deferral election will not be effective with respect to compensation attributable to services performed prior to the filing of the election and will take effect as soon as administratively possible following the filing of the election. Unless the eligible Participants election can comply with the requirements in Section 4.2 for PerformanceBased Compensation, any deferral of annual bonus to be received with respect to such initial Year of eligibility shall be limited to a fraction of such annual bonus, with the numerator of the fraction being the number of days remaining in the performance period after the Election Form is delivered and the denominator of which is the total number of days in the performance period. The deferral election cannot be for the first Year that the Participant first becomes eligible to participate in the Plan if the Participant previously was eligible to participate in any other non-qualified deferred compensation account balance plan of the Company, its subsidiaries or its affiliates.
3.4 Subsequent Year Participation Elections. If a Participant does not elect to participate in the Plan during the initial Year that he or she first becomes eligible to participate, then in order for such Participant to participate in the Plan during subsequent Years, then except as provided in Section 4.2 for Performance-Based Compensation, the Participant must complete an Election Form and deliver it to the Committee or its designee during the Plan enrollment period preceding the Year for which the new election will begin to apply. The deferral election will be effective with respect to compensation attributable to services performed by such Participant beginning on the following January 1st.
3.5 Participation Election Irrevocability, Duration and Changes. Except as permitted under Section 6.2, any deferral election made for a Year shall be irrevocable with respect to such Year once it is submitted and is unique to that Year. In order to participate in subsequent Years, a Participant must make a new deferral election by filing with the Committee a new Election Form during the Plan enrollment period preceding the Year for which the new deferral election will begin to apply.
3.6 No Right to Participate. No employee shall have the right to be selected as a Participant, or having been so selected for any given Year, to be selected again as a Participant for any other Year.
3.7 Deferrals of Long-Term Awards. Any election to defer a Long-Term Award must be made in compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended from time to time (the Code), and its regulations and other guidance thereunder.