Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
The Plan is an unfunded arrangement intended to be exempt from the participation, vesting, funding and fiduciary requirements set forth in Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). The Committee will act as Plan administrator.
Pursuant to the Plan, Participants may make an irrevocable election to defer
amounts otherwise payable to them. The Company may make discretionary matching
or non-elective contributions to the Plan on any Participant's behalf as it
chooses. Any matching contribution will vest after completing three years of
service with the Company or any affiliate, or the Participant's death or
disability if earlier.
Any Participant deferrals and Company contributions will be credited to a bookkeeping entry that will be used to determine the amount to be paid to the Participant under the Plan. The bookkeeping entry will be credited or debited periodically based on the performance of hypothetical investments selected by a Participant. The bookkeeping entry represents an unfunded, unsecured promise by the Company to pay such amount in the future, and does not represent ownership of, or any ownership interest in, any particular assets of the Company.
The Company may, at any time, in its sole discretion, terminate the Plan or amend or modify the Plan, in whole or in part, except that no such termination, amendment or modification shall have any retroactive effect to reduce any amounts accrued and vested prior to such amendment.
The foregoing description is qualified in its entirety by reference to the Plan and the related Plan Adoption Agreement, filed herewith as Exhibits 10.1 and 10.2, respectively.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1
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+To be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the quarter-ended
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