Common use of Deferred Compensation Benefits Clause in Contracts

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and Executive’s covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“Deferred Compensation Benefit”). For so long as Executive was a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31, 2004, the Company credited to the Deferred Compensation Benefit for the period an amount equal to sixteen percent (16%) of the Executive’s Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s death or the termination of the Executive’s employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s taxable year during which the Executive last was a “covered employee” as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph Section 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph Section 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and the Executive’s covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“Deferred Compensation Benefit”). For so long as the Executive was a full time employee of the Company, on each anniversary of the date of this Agreement prior to before December 31, 2004, the Company credited to the Deferred Compensation Benefit for the period an amount equal to sixteen eight percent (168%) of the Executive’s Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s death or the termination of the Executive’s employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to in accordance with the election of the Executive under Section 11(c), unless any such payments would be non-deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s taxable year during which the Executive last was a “covered employee” as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and Executive’s 's covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“"Deferred Compensation Benefit”"). For so long as Executive was is a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31or the date of termination of the Agreement, 2004as the case may be, the Company credited will credit to the Deferred Compensation Benefit for the period an amount equal to sixteen eight percent (168%) of the Executive’s 's Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s 's initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s 's subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s 's death or the termination of the Executive’s 's employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive In its sole discretion, the Company shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-non- deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s 's taxable year during which the Executive last was a “"covered employee” " as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall Company, in its sole discretion, may accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s 's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and Executive’s 's covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“"Deferred Compensation Benefit”"). For so long as Executive was is a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31or the date of termination of the Agreement, 2004as the case may be, the Company credited will credit to the Deferred Compensation Benefit for the period an amount equal to sixteen ten point eight percent (1610.8%) of the Executive’s 's Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s 's initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s 's subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s 's death or the termination of the Executive’s 's employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive In its sole discretion, the Company shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-non- deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s 's taxable year during which the Executive last was a “"covered employee” " as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall Company, in its sole discretion, may accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s 's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and the Executive’s covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“Deferred Compensation Benefit”). For so long as the Executive was a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31, 2004, the Company credited to the Deferred Compensation Benefit for the period an amount equal to sixteen percent (16%) 10.8% of the Executive’s Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s death or the termination of the Executive’s employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s taxable year during which the Executive last was a “covered employee” as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and the Executive’s covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“Deferred Compensation Benefit”). For so long as the Executive was a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31, 2004, the Company credited to the Deferred Compensation Benefit for the period an amount equal to sixteen percent (16__%) of the Executive’s Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s death or the termination of the Executive’s employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s taxable year during which the Executive last was a “covered employee” as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and Executive’s 's covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“"Deferred Compensation Benefit”"). For so long as Executive was is a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31or the date of termination of the Agreement, 2004as the case may be, the Company credited will credit to the Deferred Compensation Benefit for the period an amount equal to sixteen percent (16%) of the Executive’s 's Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s 's initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s 's subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s 's death or the termination of the Executive’s 's employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive In its sole discretion, the Company shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-non- deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s 's taxable year during which the Executive last was a “"covered employee” " as defined in Treas. Reg. Section 1.162-1.162- 27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall Company, in its sole discretion, may accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s 's property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.

Deferred Compensation Benefits. In response to the American Jobs Creation Act of 2004 (“AJCA”), paragraph 11 of the Agreement is amended to read as follows. All amounts deferred under paragraph 11 on or before December 31, 2004 and earnings thereon shall continue to remain deferred, and shall continue to accrue interest, on the same terms and at the same rate, as existed on December 31, 2004, except as specifically provided below. (a) To induce the Executive to remain in the employ of the Company and in consideration and recognition of the services heretofore and hereafter to be rendered by the Executive and Executive’s covenants contained herein, the Company hereby agrees to provide the Executive with a deferred compensation benefit (“Deferred Compensation Benefit”). For so long as Executive was a full time employee of the Company, on each anniversary of the date of this Agreement prior to December 31, 2004, the Company credited to the Deferred Compensation Benefit for the period an amount equal to sixteen eight percent (168%) of the Executive’s Base Salary during the year or other period ending on such date. The Company shall credit interest at the rate of eight percent (8%) per annum from the date on which each amount is credited to the Deferred Compensation Benefit. The Executive’s initial Deferred Compensation Benefit shall also include the total Supplemental Retirement Benefit previously accrued by the Executive under a prior version of this Agreement with the Company’s subsidiary, Xxxxxx North America, Inc. (b) The aggregate amount of the Deferred Compensation Benefit shall be payable at the time or time elected by the Executive. If the Executive fails to elect a time for payment, the Deferred Compensation Benefit shall be paid at the earlier of the Executive’s death or the termination of the Executive’s employment with the Company. The Executive may change the time for payment of the Deferred Compensation Benefit by filing a new election with the Company, provided that any election shall not be effective until six months after it is filed with the Company. (c) The Executive shall determine the form of payment of the Deferred Compensation Benefit from one of the following forms, except as provided in (d) below: (1) A single lump-sum payment in cash to the Executive or his designated beneficiary. (2) Payments made to the Executive or his designated beneficiary in equal monthly installments for a period of years. (d) The Company shall make all payments pursuant to the election of the Executive under Section 11(c), unless any such payments would be non-deductible to the Company under the provisions of Section 162(m) of the Internal Revenue Code. If the payment would be non-deductible, the Company shall make the payment as soon as the payment is deductible by the Company, but no later than thirty (30) days after the end of the Company’s taxable year during which the Executive last was a “covered employee” as defined in Treas. Reg. Section 1.162-27(c)(2). (e) At the request of the Executive or his beneficiary, the Company shall accelerate and pay all or part of the Deferred Compensation Benefit in the event of Hardship in the minimum amount sufficient to relieve the Hardship. Hardship is a severe financial hardship to the Executive (or beneficiary) resulting from a sudden and unexpected illness or accident of the Executive or of a dependent of the Executive, loss of the Executive’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Section 11(e) shall be operative only if the Executive and Company determine that its operation will not result in the Executive incurring the 20% tax imposed under Section 409A of the Code. (f) The Deferred Compensation Benefit shall be unfunded. The Company shall not segregate any assets that at any time may represent the Deferred Compensation Benefit.