Common use of Deferral of Compensation Clause in Contracts

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock the assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to may elect to irrevocably defer receipt, pursuant to written deferral election terms and forms arrangements (the "“Deferral Election Forms")”) under and subject to the terms of the CVS Corporation Deferred Compensation Plan, the CVS Corporation Deferred Stock Compensation Plan or any successor or replacement plan or plans, of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4, 4 and Section 5 and (ii) long-long term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise6; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship an unforeseeable emergency on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, taxes and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." . The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.”

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the ."rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive Notwithstanding anything to elect the contrary provided in this Agreement, the Employee may elect, at his sole option and discretion, to irrevocably defer receipt, pursuant to written deferral election terms and forms the payment of any portion of his Salary or bonus (the "Deferral Election FormsOption"), of all or . The following provisions shall apply with respect to the Deferral Option: (a) If the Employee wishes to defer a specified portion of his compensation for any calendar year during the Term, the Employee shall give written notice thereof to the Corporation not later than fifteen (i15) his annual base salary and annual incentive compensation under Section 4days prior to the commencement of such year (the "Deferral Notice"). If pursuant to a Deferral Notice, (ii) long-term incentive compensation under Section 5(a)the Employee exercises the Deferral Option for any year during the Term, and (iii) shares acquired upon exercise of options granted the deferred amount will not be paid to the Employee in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender provisions of previously acquired sharesSection 4.1, to the extent but, as of the net additional shares acquired by Executive in date on which such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralpayment would otherwise have been made under Section 4.1, the Company shall credit amount thereof will be deemed contributed to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits and to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and become a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets part of the Deferred Compensation Accounts. The Company shall pay Account, as hereinafter defined, and all costs of administration of the deferral arrangement, without deduction or reimbursement from relevant provisions of this Section 4.2 shall apply with respect thereto. (b) The Corporation shall establish a "Deferred Compensation Account" for the assets benefit of the "rabbi trust," or reduction Employee. During the Term, the Corporation shall deposit the Employee's deferred compensation in the Deferred Compensation AccountsAccount, which shall be in the form of a money market account, certificate of deposit or similar instrument, stocks, whether common, preferred or otherwise, bonds and other securities or mutual funds (collectively, "Investment Funds"), pursuant to the Deferral Notice and as directed by the Employee. (c) All interest, dividends, gains, losses and other additions or returns thereon shall be credited to the Employee's Deferred Compensation Account. Except In the event a separate Investment Fund is not maintained for the accrued amount in the Deferred Compensation Account, then interest shall be credited at a rate equal to the prime rate, from time to time at the end of each quarter, to such extent. (d) The amount of the Deferred Compensation Account shall be paid to the Employee upon his reaching the earlier of age of sixty-five (65) or the Corporation's normal retirement age, if any, if the Employee has terminated his employment with the Corporation. Upon such event, five (5%) percent of the then value of the Deferred Compensation Account shall be paid to the Employee each quarter until the Employee has received all of the value of such Account. In the event of a Change of Control, as otherwise provided hereinafter defined, the proceeds of the Deferred Compensation Account shall be immediately paid to the Employee. (e) The Employee's exercise of, or failure to exercise, his rights under this Section 7 4.2 for any calendar year, shall not affect the Employee's right to exercise his rights with respect to any other calendar year. (f) It is the intention of the parties that all Deferred Compensation hereunder shall constitute an unfunded arrangement for purposes of Title I of the Employee Retirement Income Security Act of 1974 and all rights created pursuant to this Agreement with respect to the Deferred Compensation shall be an unsecured contractual right of the Employee, his estate and his beneficiaries against the Corporation. The Employee acknowledges that any assets the Corporation invests are intended to provide the Corporation with a source of funds to assist it in meeting its liabilities under this Agreement and that the assets in the separate funds are subject to the claims of the Corporation's general creditors under Federal and state law in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trustinsolvency." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and Executive's annual incentive compensation under Section 4, (ii4(b) long-term incentive compensation under Section 5(a), and (iiiuntil such date(s) shares acquired upon exercise of options granted in accordance with Sections 5(aor event(s) and (b) that are acquired in an exercise in which Executive pays the exercise price as elected by the surrender of previously acquired shares, to Executive and specified in the extent of the net additional shares acquired by Executive in such exerciseDeferral Election Forms; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation wages in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall , in lieu of payment by the Company to Executive, credit to one or more bookkeeping accounts maintained for Executive Executive, on the respective payment date or dates, amounts equal dates payments would otherwise be due to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and Executive a number of phantom shares of Common Stock equal to (1) divided by (2) where (1) is the cash amount deferred multiplied times the number of shares credited to Executive's account pursuant to this Section 5(c1.25 and (2) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to is the value of the assets a share of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship Common Stock on the part date such shares are credited. Phantom shares shall not entitle the Executive to receive any shares of Executive, upon Common Stock nor to vote or receive dividends. Upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any phantom shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts in full or in part by directing the Trustee to distribute the assets of the "rabbi trust." and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company and to the extent then permitted by applicable law, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-any long term incentive compensation under Section 5(a)which may then be applicable, (iii) deferred or restricted stock grants, and (iiiiv) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10 or by applicable law, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive’s hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive’s deferred accounts and pay to Executive cash equal to the cash value of any other assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company Executive shall implement be entitled to participate in any deferral arrangements or programs implemented from time to time by the Company, including the Company's STEP Program, a description of which is attached hereto as Exhibit D, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's Executives total cash compensation in any calendar year below the sum of (iI) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 5 or long term incentive compensation under Section 6, which deferrals will not be inconsistent with employee's written deferral election referred to in this Section 7(c). In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock the assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." . The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(c) shall be fully vested and nonforfeitable; provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 11, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to the Executive any shares of Company common stock credited to the Executive's deferred accounts and pay to the Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 12); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c5(d) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, private equity and limited partnerships, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.the

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 5 or long term incentive compensation under Section 6, which deferrals will otherwise be in accordance with this Section 7(c). In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust"; PROVIDED, HOWEVER, that a portion of the assets of the "rabbi trust" may be used to reimburse the Company for its reasonable cost of funds resulting from payment of taxes by the Company relating to "rabbi trust" assets during the period of deferral and prior to the settlement of Executive's deferral accounts. The Company shall pay all other costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock the assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(c) shall be fully vested and nonforfeitable; provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and Executive's annual incentive compensation under Section 4, (ii4(b) long-term incentive compensation under Section 5(a), and (iiiuntil such date(s) shares acquired upon exercise of options granted in accordance with Sections 5(aor event(s) and (b) that are acquired in an exercise in which Executive pays the exercise price as elected by the surrender of previously acquired shares, to Executive and specified in the extent of the net additional shares acquired by Executive in such exerciseDeferral Election Forms; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation wages in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall shall, in lieu of payment by the Company to Executive, credit to one or more bookkeeping accounts maintained for Executive Executive, on the respective payment date or dates, amounts equal dates payments would otherwise be due to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and Executive a number of phantom shares of Common Stock equal to (1) divided by (2) where (1) is the cash amount deferred multiplied times the number of shares credited to Executive's account pursuant to this Section 5(c1.25 and (2) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to is the value of the assets a share of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship Common Stock on the part date such shares are credited. Phantom shares shall not entitle the Executive to receive any shares of Executive, upon Common Stock nor to vote or receive dividends. Upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any phantom shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts in full or in part by directing the Trustee to distribute the assets of the "rabbi trust." and the Company shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company and to the extent then permitted by applicable law, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-term incentive compensation under Section 5(a)deferred or restricted stock grants, and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10 or by applicable law, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, however that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the Company common stock and/or other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The To the extent permitted by then applicable law, the Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-any long term incentive compensation under Section 5(a)which may be applicable and (iii) deferred or restricted stock grants, and (iiiiv) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 11 or by applicable law, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to the Executive any shares of Company common stock credited to the Executive's deferred accounts and pay to the Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; providedPROVIDED, howeverHOWEVER, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 12); provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company and to the extent then permitted by applicable law, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "“Deferral Election Forms"”), of all or a specified portion of (i) his her annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-term incentive compensation under Section 5(a)deferred or restricted stock grants, and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's ’s total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on her wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the “Deferred Compensation Account”) maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's ’s account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's ’s account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and and, if cash, invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "“Trustee"”) pursuant to a "“rabbi trust" ” established by the Company in connection with such deferral arrangement and as to which which, if cash, the Trustee shall make investments based on Executive's ’s investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's ’s deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts“rabbi trust”. The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "“rabbi trust," or reduction in the Deferred Compensation Accounts. .” Except as otherwise provided under Section 7 10 or by applicable law, in the event of Executive's ’s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive’s hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive’s deferred accounts and pay to Executive cash equal to the cash value of any other assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's ’s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "“rabbi trust." ” The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenonforfeitable (subject to Section 11); provided, however, Executive acknowledges that his her rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his her death.

Deferral of Compensation. The Company and FOL shall implement deferral arrangements arrangements, as obligations of FOL, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section Sections 5(a) and 5(b) (including payouts relating to performance shares), and (iii) shares acquired upon exercise of options granted in accordance with under Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 4(b) or long-term incentive compensation under Sections 5(a) and 5(b), which deferrals will otherwise be in accordance with this Section 5(d), and the Company hereby delegates to such Committee full authority to require such mandatory deferral of annual incentive compensation. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, FOL shall, in lieu of payment by FOL to the Company shall (under the Service Agreement in respect of Executive's services) and in lieu of any direct payment by FOL or the Company to Executive, credit to one or more bookkeeping accounts maintained by FOL for Executive Executive, on the respective payment date or datesdates payments would otherwise be due to Executive, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c5(d) shall be transferred as soon as practicable following such crediting by the Company FOL to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive FOL (a "Trustee") pursuant to a "rabbi trust" established by the Company FOL in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust"; provided, however, that a portion of the assets of the "rabbi trust" may be used to reimburse FOL for its reasonable cost of funds resulting from payment of taxes by FOL relating to such rabbi trust assets during the period of deferral and prior to the settlement of Executive's deferral accounts. The Company FOL shall pay all other costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or termination of service to FOL or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company FOL shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company FOL may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company FOL, the Company, and Executive agree that compensation deferred pursuant to this Section 5(c5(d) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c5(d) shall be no greater than those of a general unsecured creditor of the CompanyFOL, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and Executive's annual incentive compensation under Section 4, (ii4(b) long-term incentive compensation under Section 5(a), and (iiiuntil such date(s) shares acquired upon exercise of options granted in accordance with Sections 5(aor event(s) and (b) that are acquired in an exercise in which Executive pays the exercise price as elected by the surrender of previously acquired shares, to Executive and specified in the extent of the net additional shares acquired by Executive in such exerciseDeferral Election Forms; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation wages in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall , in lieu of payment by the Company to Executive, credit to one or more bookkeeping accounts maintained for Executive Executive, on the respective payment date or dates, amounts equal dates payments would otherwise be due to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and Executive a number of phantom shares of common stock of Walbro ("Common Stock") equal to (1) divided by (2) where (1) is the cash amount deferred multiplied times the number 1.25 and (2) is the value of a share of Common Stock on the date such shares are credited. Phantom shares shall not entitle the Executive to receive any shares of Common Stock equal nor to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts")vote or receive dividends. Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon Upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any phantom shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts in full or in part by directing the Trustee to distribute the assets of the "rabbi trust." and the Company and Walbro shall be relieved of its obligation under this Employment Agreement and the Termination Agreement to the extent that assets are so distributed. The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements arrangements, reasonably acceptable to Executive and the Company, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of stock options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (iA) the FICA maximum taxable wage base plus (iiB) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation Medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralForms, the Company shall credit to one or more a bookkeeping accounts account (the "Deferred Compensation Account") maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock Company common stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c7(b) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts"rabbi trust". The Company shall pay all costs of administration or maintenance of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust,." or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive's hardship, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral), the Company shall promptly distribute to Executive any shares of Company common stock credited to Executive's deferred accounts and pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to of any shares of Common Stock other assets then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the such other assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(b) shall be fully vested and nonforfeitablenon-forfeitable (subject to Section 11); provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(b) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company shall implement deferral arrangements permitting Executive to elect to irrevocably Employee may defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays Compensation each Fiscal Year within the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred limits as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement Adoption Agreement. For purposes of Part E of the Adoption Agreement, the following shall apply: Option 1. Commencing on the Effective Date, and continuing through the date on which the Employee’s employment terminates due to death, early retirement, normal retirement, disability or any other cause, the Employee and the Employer agree that the Employee shall be entitled to defer into his Investment Account up to the percentage of the Compensation that the Employee would otherwise be entitled to receive from the Employer in which Executive may each Fiscal Year of the Employer as is selected in the Adoption Agreement In addition, the Employee shall be entitled to elect to further defer settlement) or under the terms such portion of any mandatory bonus that the Employer may award during or for any Fiscal Year. The maximum percentage of Compensation and the bonuses that can be deferred, as set forth in this Paragraph, arc hereinafter referred to collectively as the “Maximum Deferral “The amount selected for deferral by the Employee pursuant to an Election Deferral is referred to as the “Annual Deferral.” The amounts of Compensation and amounts of any bonuses actually deferred are hereinafter referred to as ‘Deferred amounts.” The Employee’s Deferred Amounts shall be credited to the Employee’s Investment Account as of the dates such Deferred Amounts would, but for such deferral, the Company shall promptly pay to Executive cash equal be payable to the cash then Employee. Option 2. Commencing on the Effective Date, and continuing through the date on which the Employee’s employment terminates due to death, early retirement, normal retirement, disability, or any other cause, the Employee and the Employer agree that Employee shall be entitled to elect to defer into his Investment Account such portion of any bonus that the Employer may award during or for any Fiscal Year. The amounts that the Employee is entitled to defer are hereinafter referred to collectively as the “Maximum Deferral”. The amount selected for deferral by the Employee pursuant to an Election of Deferral is referred to as the “Annual Deferral”. Th amounts of any bonuses actually deferred are hereinafter referred to as “Deferred Amounts.” The Employee’s Deferred Amounts shall be credited to Executive's deferral accounts and cash equal in value to the Employee’s Retirement Account as C the date or dates any shares of Common Stock then credited to Executive's deferral accountsbonus would, less applicable withholding taxesbut for such deferral, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights payable to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his deathEmployee.

Deferral of Compensation. (A) The Company shall implement deferral arrangements permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by Executive in such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) have all or under the terms any part of any mandatory deferral, his base salary and bonus paid as deferred compensation by filing a written notice of election with the Company prior to commencement of the year or other fiscal period with respect to which such compensation is payable. Any such election shall promptly pay to Executive cash be irrevocable. Any deferred compensation will bear interest at a rate equal to the cash then credited Prime Rate as published in the Wall Street Journal on the first business day of each calendar quarter, plus four (4) percentage points, commencing on January 2 of the year following the year with respect to which such compensation is earned, compounded quarterly, until paid. The aggregate amount allocable to the Executive as deferred compensation shall be payable to the Executive in five (5) annual installments commencing on the first day of March following the year in which the Executive retires or otherwise ceases to be actively employed by the Company, for whatever cause. If the Executive dies before receiving any or all of the installments of deferred compensation to which he is entitled, any unpaid installments shall be paid as they become due to such person or persons and in such proportions as the Executive may have expressly designated in the last unrevoked written designation of beneficiary or beneficiaries delivered by him to the Company, or if no such unrevoked written designation exists, as the Executive may have expressly designated by his last will and testament, otherwise to the Executive's deferral accounts and cash equal in value to any shares estate. (B) All payments of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution deferred compensation shall be deemed paid in cash from the general funds of the Company and no special or separate fund shall be established and no other segregation of assets shall be made to fully settle assure the payment of any deferred compensation. The Company may make such accounts; providedinvestments as it may deem desirable to aid it in meeting its obligations hereunder. The Executive, however, that the Company may instead settle shall have no right, title, or interest whatsoever in or to such accounts by directing the Trustee to distribute the assets of the "rabbi trust." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; providedinvestments, however, Executive acknowledges that his rights to the deferred compensation provided for if any. Nothing contained in this Section 5(c) 3.4, and no action taken pursuant to the provisions of this Section 3.4, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and the Executive or any other person. To the extent that any person acquires a right to receive payments from the Company under this Agreement, such right shall be no greater than those the right of a an unsecured general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. Notwithstanding anything to the contrary provided in this Agreement, Executive may elect, at his sole option and discretion, to defer the payment of any portion of his Salary or bonus (the “Deferral Option”). The Company following provisions shall implement deferral arrangements permitting apply with respect to the Deferral Option: (a) If Executive wishes to elect defer a portion of his compensation for any calendar year during the Term, Executive shall give written notice thereof to irrevocably defer receipt, the Corporation not later than fifteen (15) days prior to the commencement of such year (the “Deferral Notice”). If pursuant to written deferral election terms and forms (a Deferral Notice, Executive exercises the "Deferral Election Forms")Option for any year during the Term, of all or a specified portion of (i) his annual base salary and annual incentive compensation under Section 4, (ii) long-term incentive compensation under Section 5(a), and (iii) shares acquired upon exercise of options granted the deferred amount will not be paid to Executive in accordance with Sections 5(a) and (b) that are acquired in an exercise in which Executive pays the exercise price by the surrender provisions of previously acquired sharesSection 4.1, to the extent but, as of the net additional shares acquired by Executive in date on which such exercise; provided, however, that such deferrals shall not reduce Executive's total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation in excess of such FICA maximum. In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferralpayment would otherwise have been made under Section 4.1, the Company shall credit amount thereof will be deemed contributed to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits and to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and become a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets part of the Deferred Compensation Accounts. The Company shall pay Account, as hereinafter defined, and all costs of administration of the deferral arrangementrelevant provisions of this Section 4.2 shall apply with respect thereto. (b) The Corporation shall establish a “Deferred Compensation Account” for the benefit of Executive. During the Term, without deduction or reimbursement from the assets of the "rabbi trust," or reduction Corporation shall deposit Executive’s deferred compensation in the Deferred Compensation AccountsAccount, which shall be in the form of a money market account, certificate of deposit or similar instrument, stocks, whether common, preferred or otherwise, bonds and other securities or mutual funds (collectively, “Investment Funds”), pursuant to the Deferral Notice and as directed by Executive. (c) All interest, dividends, gains, losses and other additions or returns thereon shall be credited to Executive’s Deferred Compensation Account. Except In the event a separate Investment Fund is not maintained for the accrued amount in the Deferred Compensation Account, then interest on such amount shall be credited at the end of each calendar quarter at a rate equal to the prime rate, as otherwise provided determined from time to time. (d) The amount of the Deferred Compensation Account shall be paid to Executive upon his reaching the earlier of age of sixty-five (65) or the Corporation’s normal retirement age, if any, if Executive’s employment with the Corporation has terminated. Upon such event, five (5%) percent of the then value of the Deferred Compensation Account shall be paid to Executive each quarter until Executive has received all of the value of such Account. In the event of a Change of Control, as hereinafter defined, the entire value of the Deferred Compensation Account shall be immediately paid to Executive. (e) Executive’s exercise of, or failure to exercise, his rights under this Section 7 4.2 for any calendar year, shall not affect Executive’s right to exercise his rights with respect to any other calendar year. (f) It is the intention of the parties that all Deferred Compensation hereunder shall constitute an unfunded arrangement for purposes of Title I of the Employee Retirement Income Security Act of 1974 and all rights created pursuant to this Agreement with respect to the Deferred Compensation shall be an unsecured contractual right of Executive, his estate and his beneficiaries against the Corporation. Executive acknowledges that any assets the Corporation invests are intended to provide the Corporation with a source of funds to assist it in meeting its liabilities under this Agreement and that the assets in the separate funds are subject to the claims of the Corporation’s general creditors under Federal and state law in the event of Executive's termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trustinsolvency." The Company and Executive agree that compensation deferred pursuant to this Section 5(c) shall be fully vested and nonforfeitable; provided, however, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.

Deferral of Compensation. The Company Executive shall implement be entitled to participate in any deferral arrangements or programs implemented from time to time by the Company, including the Company's STEP Program, a description of which is attached hereto as Exhibit D, permitting Executive to elect to irrevocably defer receipt, pursuant to written deferral election terms and forms (the "Deferral Election Forms"), of all or a specified portion of (i) his annual base salary Base Salary and annual incentive compensation under Section 4Sections 4 and 5, (ii) long-long term incentive compensation under Section 5(a), 6 and (iii) shares acquired upon exercise of options granted in accordance with Sections 5(a) and (b) to purchase Company common stock that are acquired in an exercise in which Executive pays the exercise price by the surrender of previously acquired shares, to the extent of the net additional shares acquired by otherwise issuable to Executive in such exercise; providedPROVIDED, howeverHOWEVER, that such deferrals shall not reduce Executive's Executives total cash compensation in any calendar year below the sum of (i) the FICA maximum taxable wage base plus (ii) the amount needed, on an after-tax basis, to enable Executive to pay the 1.45% of Executive's annual salary, annual incentive compensation and long-term incentive compensation medicare tax imposed on his wages in excess of such FICA maximummaximum taxable wage base. In addition, the Committee may require mandatory deferral of amounts payable as annual incentive compensation under Section 5 or long term incentive compensation under Section 6, which deferrals will not be inconsistent with employee's written deferral election referred to in this Section 7(c). In accordance with such duly executed Deferral Election Forms or the terms of any such mandatory deferral, the Company shall credit to one or more bookkeeping accounts maintained for Executive on the respective payment date or dates, amounts equal to the compensation subject to deferral, such credits to be denominated in cash if the compensation would have been paid in cash but for the deferral or in shares if the compensation would have been paid in shares but for the deferral. An amount of cash equal in value to all cash-denominated amounts credited to Executive's account and a number of shares of Common Stock equal to the number of shares credited to Executive's account pursuant to this Section 5(c) shall be transferred as soon as practicable following such crediting by the Company to, and shall be held and invested by, an independent trustee selected by the Company and reasonably acceptable to Executive (a "Trustee") pursuant to a "rabbi trust" established by the Company in connection with such deferral arrangement and as to which the Trustee shall make investments based on Executive's investment objectives (including possible investment in publicly traded stocks and bonds, mutual funds, real estate, and insurance vehicles) (the "Deferred Compensation Accounts"). Thereafter, Executive's deferral accounts will be valued by reference to the value of the assets of the Deferred Compensation Accounts. The Company shall pay all costs of administration of the deferral arrangement, without deduction or reimbursement from the assets of the "rabbi trust," or reduction in the Deferred Compensation Accounts. Except as otherwise provided under Section 7 10, in the event of Executive's Executive s termination of employment with the Company or as otherwise determined by the Committee in the event of hardship on the part of Executive, upon such date(s) or event(s) set forth in the Deferral Election Forms (including forms filed after deferral but before settlement in which Executive may elect to further defer settlement) or under the terms of any mandatory deferral, the Company shall promptly pay to Executive cash equal to the cash value of the assets then credited to Executive's deferral accounts and cash equal in value to any shares of Common Stock then credited to Executive's Executive s deferral accounts, less applicable withholding taxes, and such distribution shall be deemed to fully settle such accounts; provided, however, that the Company may instead settle such accounts by directing the Trustee to distribute the assets of the "rabbi trust." . The Company and Executive agree that compensation deferred pursuant to this Section 5(c7(c) shall be fully vested and nonforfeitable; provided, howeverHOWEVER, Executive acknowledges that his rights to the deferred compensation provided for in this Section 5(c7(c) shall be no greater than those of a general unsecured creditor of the Company, and that such rights may not be pledged, collateralized, encumbered, hypothecated, or liable for or subject to any lien, obligation, or liability of Executive, or be assignable or transferable by Executive, otherwise than by will or the laws of descent and distribution, provided that Executive may designate one or more beneficiaries to receive any payment of such amounts in the event of his death.