Common use of Base Salary Reduction Clause in Contracts

Base Salary Reduction. The Participant may elect to reduce his base salary by a specified percentage thereof (not to exceed 15%) and, in lieu of receiving such salary, receive a number of Shares of the Company, subject to the terms, conditions and restrictions set forth herein (“Restricted Stock”), equal to the amount of such salary reduction divided by a dollar amount equal to the Fair Market Value of a Share on the date on which such Restricted Stock is received. In the first year of the Participant’s eligibility to participate in the Plan, an election to reduce the Participant’s salary for the period of that initial year of eligibility subsequent to the election must be made within 30 days after the date that the Participant becomes eligible so to participate (the “Initial Election Deadline”). An election so made during the initial year of eligibility (“Initial Salary Election”) shall become irrevocable on the Initial Election Deadline and shall be effective beginning with the first pay period that ends after the Initial Election Deadline. Any election to reduce salary otherwise payable in a calendar year after the Participant’s initial year of eligibility shall be effective beginning with the first pay period that ends after January 1 of the calendar year next following the calendar year in which such election is made (and shall become irrevocable on December 31 of the calendar year in which such election is made with respect to the next calendar year). Any cancellation of, or other change in, any such salary reduction election shall become effective as of the first pay period ending after January 1 of the calendar year next following the calendar year in which notice of such cancellation or change is filed (and any such notice shall become irrevocable on December 31 of the calendar year in which it is filed with respect to the next calendar year). Any salary reduction hereunder shall apply ratably to the Participant’s salary for each pay period covered by such election. Restricted Stock shall be issued for the account of the Participant, or allocated to the account of the Participant from Shares previously purchased by the Company, in respect of such salary reductions on the last business day in each calendar quarter ending March 31, June 30, September 30 and December 31 (each such date, a “Quarterly Allocation Date”). The number of shares of Restricted Stock issued or allocated to the Participant on each Quarterly Allocation Date shall be based upon the aggregate salary reduction for pay periods ending since the next preceding Quarterly Allocation Date and the Fair Market Value of a Share on such later Quarterly Allocation Date. Fractional shares will be issued (or purchased) where necessary. If a Participant who has elected salary reductions hereunder shall terminate employment before shares of Restricted Stock are issued or allocated in respect of all such salary reductions, any salary reduction amounts in respect of which Restricted Stock has not been granted by the date of Participant’s termination of employment shall be returned to Participant promptly in cash, subject to compliance with the requirements of Sections 409A(a)(2) and (3) of the Code.

Base Salary Reduction. The Participant may elect to reduce his base salary by a specified percentage thereof (not to exceed 15%) and, in lieu of receiving such salary, receive a number of Shares of the Company, subject to the terms, conditions and restrictions set forth herein (“"Restricted Stock”"), equal to the amount of such salary reduction divided by a dollar amount equal to the Fair Market Value of a Share on the date on which such Restricted Stock is received. In issued or allocated to the first year account of the Participant’s eligibility to participate in the Plan, an . An election to reduce the Participant’s for salary for the period of that initial paid during calendar year of eligibility subsequent to the election 2005 must be made within 30 days after the date that the Participant becomes eligible so to participate on or before March 18, 2005 (the “Initial Election Deadline”). An election so made during the initial year of eligibility (“"Initial Salary Election”) "), and shall become irrevocable on the March 18, 2005. The Initial Salary Election Deadline and shall be effective beginning with the first pay period that ends after the Initial Election DeadlineMarch 18, 2005. Any election to reduce salary otherwise payable in a calendar year after the Participant’s initial year of eligibility 2006 or thereafter shall be effective beginning with the first pay period that ends after January 1 of the calendar year next following the calendar year in which such election is made (and shall become irrevocable on December 31 of the calendar year in which such election is made with respect to the next calendar year). Any cancellation of, or other change in, any such salary reduction election shall become effective as of the first pay period ending after January 1 of the calendar year next following the calendar year in which notice of such cancellation or change is filed (and any such notice shall become irrevocable on December 31 of the calendar year in which it is filed with respect to the next calendar year). Any salary reduction hereunder shall apply ratably to the Participant’s 's salary for each pay period covered by such election. Restricted Stock shall be issued for the account of the Participant, or allocated to the account of the Participant from Shares previously purchased by for the Companyaccount of the Participant, in respect of such salary reductions on the last business day in each calendar quarter ending March 31, June 30, September 30 and December 31 (each such date, a “"Quarterly Allocation Date”"). The number of shares of Restricted Stock issued or allocated to the Participant on each Quarterly Allocation Date shall be based upon the aggregate salary reduction for pay periods ending since the next preceding Quarterly Allocation Date and the Fair Market Value of a Share on such later Quarterly Allocation Date. Fractional shares will be issued (or purchasedallocated) where necessary. If a Participant who has elected salary reductions hereunder shall terminate employment before shares of Restricted Stock are issued or allocated in respect of all such salary reductions, any salary reduction amounts in respect of which Restricted Stock has not been granted by the date of Participant’s 's termination of employment shall be returned to Participant promptly in cash, subject to compliance with the requirements of Sections 409A(a)(2) and (3) of the Code.

Base Salary Reduction. The Participant Up to four-fifths of your Ownership Requirement may be satisfied through base salary reduction, under which you can elect to purchase Deferred Shares by having a portion of your future base salary reduced, on a pre‑tax basis, over any period up to five years. You may elect to reduce his any percentage between 10% and 50% of your future monthly base salary by to be reduced and used to acquire Deferred Shares. If you wish to make a specified percentage thereof (not base salary reduction election, you must complete and submit Exhibit B, which is attached hereto, to exceed 15%) and, in lieu of receiving such salary, receive a number of Shares the Office of the Company, Secretary (1) within the first 30 days after you become subject to the termsProgram (or first become eligible to participate in any other plan with which the Program is aggregated under applicable federal tax rules), conditions or (2) if that 30-day period has expired, before the close of your taxable year (generally, December 31) preceding the taxable year in which you will earn the base salary that will be reduced. Except as permitted under applicable federal tax rules, including, without limitation, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and restrictions set forth herein applicable regulations and other applicable guidance issued thereunder (the “Restricted StockCode”), equal your base salary reduction election is irrevocable after the applicable election deadline described above. If you make a base salary reduction election, you will acquire Deferred Shares on each date on which the corresponding base salary reduction amount would otherwise have been payable to you in an amount determined by dividing (i) the amount of such base salary reduction divided to be applied to purchase Deferred Shares by (ii) the average of the high and low prices of a dollar amount equal to share of Stock as set forth in the New York Stock Exchange Composite Transactions listing published in the Wall Street Journal or equivalent financial publication (the “Fair Market Value of a Share Value”) on the date your base salary reduction would have been otherwise payable to you (or if that date is not a trading day, on which such Restricted Stock is receivedthe most recent previous trading date). In Your base salary deduction will be evidenced by a bookkeeping entry, backed only by the first year of the Participant’s eligibility to participate in the Plan, an election to reduce the Participant’s salary for the period of Company's general assets that initial year of eligibility subsequent are subject to the election must be made within 30 days after Company's creditors. Deferred Shares acquired through the date that the Participant becomes eligible so to participate (the “Initial Election Deadline”). An election so made during the initial year application of eligibility (“Initial Salary Election”) shall become irrevocable on the Initial Election Deadline and shall be effective beginning with the first pay period that ends after the Initial Election Deadline. Any election to reduce salary otherwise payable in a calendar year after the Participant’s initial year of eligibility shall be effective beginning with the first pay period that ends after January 1 of the calendar year next following the calendar year in which such election is made (and shall become irrevocable on December 31 of the calendar year in which such election is made with respect to the next calendar year). Any cancellation of, or other change in, any such your base salary reduction election shall become effective as of the first pay period ending after January 1 of the calendar year next following the calendar year in which notice of such cancellation or change is filed (and any such notice shall become irrevocable on December 31 of the calendar year in which it is filed with respect to the next calendar year). Any salary reduction hereunder shall apply ratably to the Participant’s salary for each pay period covered by such election. Restricted Stock shall be issued for the account of the Participant, or allocated to the account of the Participant from Shares previously purchased by the Company, in respect of such salary reductions on the last business day in each calendar quarter ending March 31, June 30, September 30 and December 31 (each such date, a “Quarterly Allocation Date”). The number of shares of Restricted Stock issued or allocated to the Participant on each Quarterly Allocation Date shall be based upon the aggregate salary reduction for pay periods ending since the next preceding Quarterly Allocation Date and the Fair Market Value of a Share on such later Quarterly Allocation Date. Fractional shares will be issued (or purchased) where necessary. If a Participant who has elected salary reductions hereunder shall terminate employment before shares immediately fully vested, provided that such Deferred Shares generally will not be settled by delivery of Restricted actual Stock are issued or allocated in respect of all such salary reductions, any salary reduction amounts in respect of which Restricted Stock has not been granted by the date of Participant’s until your termination of employment shall be returned to Participant promptly in cash, subject to compliance with the requirements of Sections 409A(a)(2) and (3) of the Codeas described below).

Base Salary Reduction. The Participant may elect to reduce his base salary by a specified percentage thereof (not to exceed 15%) and, in lieu of receiving such salary, receive a number of Shares of the Company, subject to the terms, conditions and restrictions set forth herein (“"Restricted Stock”"), equal to the amount of such salary reduction divided by a dollar amount equal to the Fair Market Value of a Share on the date on which such Restricted Stock is received. In the first year of the Participant’s 's eligibility to participate in the Plan, an election to reduce the Participant’s 's salary for the period of that initial year of eligibility subsequent to the election must be made within 30 days after the date that the Participant becomes eligible so to participate (the “"Initial Election Deadline”"). An election so made during the initial year of eligibility (“"Initial Salary Election”") shall become irrevocable on the Initial Election Deadline and shall be effective beginning with the first pay period that ends after the Initial Election Deadline. Any election to reduce salary otherwise payable in a calendar year after the Participant’s 's initial year of eligibility shall be effective beginning with the first pay period that ends after January 1 of the calendar year next following the calendar year in which such election is made (and shall become irrevocable on December 31 of the calendar year in which such election is made with respect to the next calendar year). Any cancellation of, or other change in, any such salary reduction election shall become effective as of the first pay period ending after January 1 of the calendar year next following the calendar year in which notice of such cancellation or change is filed (and any such notice shall become irrevocable on December 31 of the calendar year in which it is filed with respect to the next calendar year). Any salary reduction hereunder shall apply ratably to the Participant’s 's salary for each pay period covered by such election. Restricted Stock shall be issued for the account of the Participant, or allocated to the account of the Participant from Shares previously purchased by the Company, in respect of such salary reductions on the last business day in each calendar quarter ending March 31, June 30, September 30 and December 31 (each such date, a “"Quarterly Allocation Date”"). The number of shares of Restricted Stock issued or allocated to the Participant on each Quarterly Allocation Date shall be based upon the aggregate salary reduction for pay periods ending since the next preceding Quarterly Allocation Date and the Fair Market Value of a Share on such later Quarterly Allocation Date. Fractional shares will be issued (or purchased) where necessary. If a Participant who has elected salary reductions hereunder shall terminate employment before shares of Restricted Stock are issued or allocated in respect of all such salary reductions, any salary reduction amounts in respect of which Restricted Stock has not been granted by the date of Participant’s 's termination of employment shall be returned to Participant promptly in cash, subject to compliance with the requirements of Sections 409A(a)(2) and (3) of the Code.