Common use of Deferral Election Agreement Clause in Contracts

Deferral Election Agreement. A Participant wishing to make an Elective Deferral under the Plan for a Plan Year shall enter into a Deferral Election Agreement during the Enrollment Period immediately preceding the beginning of the Plan Year. A separate Deferral Election Agreement must be entered into for each Plan Year a Participant wishes to make Elective Deferrals under the Plan. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee at the time and in the manner specified by the Committee, which may be no later than the last day of the Enrollment Period. The Committee shall not accept Deferral Election Agreements entered into after the end of the Enrollment Period. The Committee may require that a Participant enter into a separate Deferral Election Agreement for each component of the Participant's Compensation, i.e., Base Compensation, Annual Incentive, LTPP Award and Supplemental Income Plan payment, he or she wishes to defer for a Plan Year. Except as specified in the following two paragraphs, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into and not before. For the Plan Year in which a member first becomes eligible to participate in the Plan, the Committee may, in its discretion, allow the member to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligible. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee on or before the 30-day period has elapsed. The Committee shall not accept Deferral Election Agreements entered into after the 30-day period has elapsed. If the member fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example, the Annual Incentive) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement will be deemed to apply to Compensation paid for services performed subsequent to the date the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to the portion of the Compensation equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. For purposes of the exception described in this paragraph, the term "Plan" shall mean the Plan and any other plan required to be aggregated with the Plan pursuant to Code Section 409A, and the regulations and other guidance thereunder. Accordingly, if a member has previously been eligible to participate in a plan required to be aggregated with the Plan, then the 30-day exception described in this paragraph shall not apply to him or her. Deferral Election Agreements for Base Salary, incentive compensation (other than Performance-Based Compensation) and Supplemental Income Plan payments shall be completed and submitted to the Corporation at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for employees who are newly eligible to participate). Deferral Election Agreements for Compensation that is Performance-Based Compensation shall be completed and submitted to the Corporation no later than six months before the end of the performance period for such Compensation. The Committee shall determine from time to time whether an item of incentive compensation is considered Performance-Based Compensation for these purposes. For each Deferral Election Agreement the Participant enters into, the Participant shall specify: (a) The percentage of each component of Compensation, i.e., Base Salary, Annual Incentive, LTPP Award or Supplemental Income Plan payment, the Participant wishes to contribute as an Elective Deferral; (b) The manner (by percentage) in which the amounts in (a), above, are to be allocated between the Participant's Cash Account and Stock Account; provided, however, in the case of Compensation otherwise payable to the Participant in Stock, the Compensation shall automatically be allocated to the Stock Account; and (c) The time and manner of distribution (consistent with the requirements of Section 4.4) of the Sub-Account established with respect to the Deferral Election Agreement. The Committee may from time to time establish a minimum amount that may be deferred by a Participant pursuant to this Section 4.2 for any Plan Year. Elective Deferrals shall be credited to the Participant's Cash Account or Stock Account, as the case may be, as soon as administratively reasonable after the Compensation would have been paid to the Participant had the Participant not elected to defer it under the Plan. In general, a Deferral Election Agreement shall become irrevocable as of the last day of the Enrollment Period applicable to it. However, if a Participant incurs an "unforeseeable emergency," as defined in Section 4.5(c)(ii), or becomes entitled to receive a hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) after the Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall be cancelled as of the date on which the Participant is determined to have incurred the unforeseeable emergency or becomes eligible to receive the hardship distribution and no further Elective Deferrals will be made under it.

Deferral Election Agreement. A (a) The Deferral Election Agreement shall designate: (i) the amount of Compensation deferred by each Participant wishing for the Plan Year as a General Deferral, (ii) whether the Participant elects to make an Elective Deferral under a 401(k) Supplemental Deferral, (iii) whether any Awards granted, and dividends paid, if any, to the Participant shall be deferred, (iv) the form of distributions to be made from the Plan, (v) the beneficiary or beneficiaries of the Participant, and (vi) such other items as the Plan for Committee may prescribe. The form of distributions shall be designated on a Plan Year Participant’s initial Deferral Election Agreement and shall enter into be irrevocable absent an amendment to the Plan. (b) With respect to deferrals of Compensation or Awards, a Participant must file a Deferral Election Agreement during with the Enrollment Period Plan Committee no later than the close of the calendar year immediately preceding the beginning of calendar year in which the Plan Year. A separate Deferral Election Agreement must be entered into for each Plan Year a Participant wishes services to make Elective Deferrals under the Plan. In order to be effective, which the Deferral Election Agreement must be completed and submitted to relates are performed. In the Committee at the time and in the manner specified by the Committee, which may be no later than the last day of the Enrollment Period. The Committee shall not accept Deferral Election Agreements entered into after the end of the Enrollment Period. The Committee may require that a Participant enter into a separate Deferral Election Agreement for each component of the Participant's Compensation, i.e., Base Compensation, Annual Incentive, LTPP Award and Supplemental Income Plan payment, he or she wishes to defer for a Plan Year. Except as specified in the following two paragraphs, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into and not before. For the Plan Year year in which a member an Eligible Participant is first becomes eligible to participate in the Plan, the Committee may, in its discretion, allow the member to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligible. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee on or before the 30-day period has elapsed. The Committee shall not accept Deferral Election Agreements entered into after the 30-day period has elapsed. If the member fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example, the Annual Incentive) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement will be deemed to apply to Compensation paid for services performed subsequent to the date the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to the portion of the Compensation equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. For purposes of the exception described in this paragraph, the term "Plan" shall mean the Plan and any other plan required to be aggregated with the Plan pursuant to Code Section 409A, and the regulations and other guidance thereunder. Accordingly, if a member has previously been eligible to participate in a plan required to be aggregated with the Plan, then the 30-day exception described in this paragraph shall not apply to him or her. Deferral Election Agreements for Base Salary, incentive compensation (other than Performance-Based Compensation) and Supplemental Income Plan payments shall be completed and submitted to the Corporation at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for employees who are newly eligible to participate). Deferral Election Agreements for Compensation that is Performance-Based Compensation shall be completed and submitted to the Corporation no later than six months before the end of the performance period for , such Compensation. The Committee shall determine from time to time whether an item of incentive compensation is considered Performance-Based Compensation for these purposes. For each Deferral Election Agreement the Participant enters into, the Participant shall specify: (a) The percentage of each component of Compensation, i.e., Base Salary, Annual Incentive, LTPP Award or Supplemental Income Plan payment, the Participant wishes to contribute as an Elective Deferral; (b) The manner (by percentage) in which the amounts in (a), above, are to be allocated between the Participant's Cash Account and Stock Account; provided, however, in the case of Compensation otherwise payable to the Participant in Stock, the Compensation shall automatically be allocated to the Stock Account; and (c) The time and manner of distribution (consistent with the requirements of Section 4.4) of the Sub-Account established with respect to the Deferral Election Agreement. The Committee may from time to time establish a minimum amount that may be deferred by a Participant pursuant to this Section 4.2 for any Plan Year. Elective Deferrals shall be credited to the Participant's Cash Account or Stock Account, as the case may be, as soon as administratively reasonable after the Compensation would have been paid to the Participant had the Participant not elected to defer it under the Plan. In general, a Deferral Election Agreement shall become irrevocable as of the last day of the Enrollment Period applicable to it. However, if a Participant incurs an "unforeseeable emergency," as defined in Section 4.5(c)(ii), or becomes entitled to receive a hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) after the Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall be cancelled as filed within thirty (30) days of the date on which the Participant such individual is determined to have incurred the unforeseeable emergency or becomes first eligible to receive participate, to be effective with respect to Compensation and Awards received for services rendered after such Deferral Election Agreement is effective. (c) A Deferral Election Agreement effective with respect to a Plan Year may not be modified or revoked once such Plan Year has commenced. (d) The minimum and maximum amount of Compensation that may be deferred each Plan Year shall be established by the hardship distribution and no further Elective Deferrals will be made under itPlan Committee from time to time.

Deferral Election Agreement. A Participant wishing to make an Elective Deferral under the Plan for a Plan Year shall enter into a Deferral Election Agreement during the Enrollment Period immediately preceding the beginning of the Plan Year. A separate Deferral Election Agreement must be entered into for each Plan Year a Participant wishes to make Elective Deferrals under the Plan. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee at the time and in the manner specified by the Committee, which may be no later than the last day of the Enrollment Period. The Committee shall not accept Deferral Election Agreements entered into after the end of the Enrollment Period. The Committee may require that a Participant enter into a separate Deferral Election Agreement for each component of the Participant's Compensation, i.e., Base Compensation, Annual Incentive, LTPP Award and Supplemental Income Plan payment, he or she wishes to defer for a Plan Year. Except as specified in the following two paragraphs, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into and not before. For the Plan Year in which a member an individual first becomes eligible to participate in the Planan Outside Director, the Committee may, in its discretion, allow the member Outside Director to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligiblean Outside Director. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee on or before the 30-day period has elapsed. The Committee shall will not accept Deferral Election Agreements entered into after the 30-day period has elapsed. If the member Outside Director fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example, the Annual Incentive) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement will be deemed to apply to Compensation paid for services performed subsequent to the date the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to the portion of the Compensation equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. For purposes of the exception described in this paragraph, the term "Plan" shall mean means the Plan and any other plan required to be aggregated with the Plan pursuant to Code Section 409A, and the regulations and other guidance thereunder. Accordingly, if a member an Outside Director has previously been eligible to participate in a plan required to be aggregated with the Plan, then the 30-day exception described in this paragraph shall not apply to him or her. Deferral Election Agreements for Base Salary, incentive compensation (other than Performance-Based Compensation) and Supplemental Income Plan payments shall be completed and submitted to the Corporation at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for employees who are newly eligible to participate). Deferral Election Agreements for Compensation that is Performance-Based Compensation shall be completed and submitted to the Corporation no later than six months before the end of the performance period for such Compensation. The Committee shall determine from time to time whether an item of incentive compensation is considered Performance-Based Compensation for these purposes. For each Deferral Election Agreement the Participant enters into, the Participant shall specify: (a) The percentage of each component of Compensation, i.e., Base Salary, Annual Incentive, LTPP Award or Supplemental Income Plan payment, Compensation the Participant wishes to contribute as an Elective Deferral; (b) The manner (by percentage) in which the amounts amount in (a), above, are is to be allocated between the Participant's Cash Account and Stock Account; provided, however, in the case of Compensation otherwise payable to the Participant in Stock, the Compensation shall automatically be allocated to the Stock Account; and (c) The time and manner of distribution (consistent with the requirements of Section 4.4) of the Sub-Account established with respect to the Deferral Election Agreement. The Committee may from time to time establish a minimum amount that may be deferred by a Participant pursuant to this Section 4.2 for any Plan Year. Elective Deferrals shall be credited to the Participant's Cash Account or Stock Account, as the case may be, as soon as administratively reasonable after the Compensation would have been paid to the Participant had the Participant not elected to defer it under the Plan. In general, a Deferral Election Agreement shall become irrevocable as of the last day of the Enrollment Period applicable to it. However, if a Participant incurs an "unforeseeable emergency," as defined in Section 4.5(c)(ii), or becomes entitled to receive a hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(34.5(d)(ii) after the Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall be cancelled as of the date on which the Participant is determined to have incurred the unforeseeable emergency or becomes eligible to receive the hardship distribution and no further Elective Deferrals will be made under it.

Deferral Election Agreement. A (a) The Deferral Election Agreement shall designate: (i) the amount of Compensation deferred by each Participant wishing for the Plan Year as a General Deferral, (ii) whether any Awards granted, and dividends paid, if any, to make an Elective Deferral under the Participant shall be deferred, (iii) the time of payment or the payment event, (iv) the form of distributions to be made from the Plan for each payment event, and (v) such other items as the Plan Committee may prescribe. (b) With respect to deferrals of Compensation or Awards (excluding Performance Share Awards), a Plan Year shall enter into Participant must file a Deferral Election Agreement during with the Enrollment Period Plan Committee no later than the close of the calendar year immediately preceding the beginning calendar year, and in the case of Performance Share Awards, at least six months prior to the end of the Plan Year. A separate calendar year in which the applicable performance period ends.. In the year in which an Eligible Participant is first eligible to participate, such Deferral Election Agreement must shall be entered into for each Plan Year a Participant wishes filed within thirty (30) days of the date on which such individual is first eligible to make Elective Deferrals under the Plan. In order participate, to be effective with respect to Compensation and Awards received for services rendered after such Deferral Election Agreement is effective. Unless the Deferral Election Agreement provides an earlier date, the Deferral Election Agreement must be completed becomes effective and submitted irrevocable with respect to the Committee at the time and Compensation described in the manner specified by the Committee, which may be no later than this subsection (b) on the last day of the Enrollment Period. The Committee shall not accept Deferral Election Agreements entered into after the end of the Enrollment Period. The Committee may require that a Participant enter into a separate Deferral Election Agreement for each component of the Participant's Compensation, i.e., Base Compensation, Annual Incentive, LTPP Award and Supplemental Income Plan payment, he or she wishes to defer for a Plan Year. Except as specified in the following two paragraphs, a Deferral Election Agreement will be effective to defer Compensation earned after the Deferral Election Agreement is entered into and not before. For the Plan Year in which a member first becomes eligible to participate in the Plan, the Committee may, in its discretion, allow the member to enter into a Deferral Election Agreement within 30 days after he or she first becomes eligible. In order to be effective, the Deferral Election Agreement must be completed and submitted to the Committee on or before the 30-day period has elapsed. The Committee shall not accept Deferral Election Agreements entered into after the 30-day period has elapsed. If the member fails to complete a Deferral Election Agreement by such time, he or she may enter into a Deferral Election Agreement during any succeeding Enrollment Period in accordance with the rules described in the preceding paragraph. For Compensation that is earned based upon a specified performance period (for example, the Annual Incentive) where a Deferral Election Agreement is entered into in the first year of eligibility but after the beginning of the performance period, the Deferral Election Agreement will be deemed to apply to Compensation paid for services performed subsequent to the date the Deferral Election Agreement is entered into if the Deferral Election Agreement applies to the portion of the Compensation equal to the total amount of the Compensation for the performance period multiplied by the ratio of the number of days remaining in the performance period after the election over the total number of days in the performance period. For purposes of the exception described in this paragraph, the term "Plan" shall mean the Plan and any other plan required to be aggregated with the Plan pursuant to Code Section 409A, and the regulations and other guidance thereunder. Accordingly, if a member has previously been eligible to participate in a plan required to be aggregated with the Plan, then the 30-day exception described in this paragraph shall not apply to him or her. Deferral Election Agreements for Base Salary, incentive compensation (other than Performance-Based Compensation) and Supplemental Income Plan payments shall be completed and submitted to the Corporation at the time described above that is ordinarily applicable to Deferral Election Agreements (subject to the exception for employees who are newly eligible to participate). Deferral Election Agreements for Compensation that is Performance-Based Compensation shall be completed and submitted to the Corporation no later than six months before the end of the performance period for such Compensation. The Committee shall determine from time to time whether an item of incentive compensation is considered Performance-Based Compensation for these purposes. For each Deferral Election Agreement the Participant enters into, the Participant shall specify: (a) The percentage of each component of Compensation, i.e., Base Salary, Annual Incentive, LTPP Award or Supplemental Income Plan payment, the Participant wishes to contribute as an Elective Deferral; (b) The manner (by percentage) in which the amounts in (a), filing set forth above, are to be allocated between the Participant's Cash Account and Stock Account; provided, however, in the case of Compensation otherwise payable to the Participant in Stock, the Compensation shall automatically be allocated to the Stock Account; and. (c) The time minimum and manner maximum amount of distribution (consistent with the requirements of Section 4.4) of the Sub-Account established with respect to the Deferral Election Agreement. The Committee may from time to time establish a minimum amount Compensation that may be deferred by a Participant pursuant to this Section 4.2 for any each Plan Year. Elective Deferrals Year shall be credited established by the Plan Committee in the form of Compensation Deferral Agreement provided to Eligible Employees/Directors and/or the enrollment materials provided to Eligible Employees/Directors prior to the Participant's Cash Account or Stock Account, as time the case may be, as soon as administratively reasonable after the applicable Compensation would have been paid to the Participant had the Participant not elected to defer it under the Plan. In general, a Deferral Election Agreement shall Agreements become irrevocable as of the last day of the Enrollment Period applicable to it. However, if a Participant incurs an "unforeseeable emergency," as defined in under Section 4.5(c)(ii2.2(b), or becomes entitled to receive a hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) after the Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election Agreement shall be cancelled as of the date on which the Participant is determined to have incurred the unforeseeable emergency or becomes eligible to receive the hardship distribution and no further Elective Deferrals will be made under it.