Common use of Payment of Deferred Compensation Clause in Contracts

Payment of Deferred Compensation. a. Except as provided in Section 6, after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until the occurrence of a Triggering Event. Except as provided in Section 4(b), within sixty (60) days after any Triggering Event, the Company shall pay to Executive, in cash or other immediately payable funds, an amount (the "Triggered Deferred Compensation Amount") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit as of the Triggering Event, determined in accordance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred; over ii) the product obtained by multiplying (1) the sum of the respective quotients obtained by dividing (a) each amount that has been paid to Executive, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser of: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Event; provided, however, that on or before the consummation of any Change in Control, the Company shall pay Executive the full, unpaid balance of the Triggered Deferred Compensation Amount. In the event that the Company elects to pay the Triggered Deferred Compensation Amount in installments, interest on the unpaid balance shall be calculated using the prime rate, as published in the Wall Street Journal or a similar publication on the date prior to each payment date. c. Upon the making of payment of the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b), the commencement of payment), the number of vested Deferred Compensation Units credited to Executive's Deferred Compensation Account shall be reduced by the lesser of (A) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event and (B) the number of Stock Shares as to which the Triggering Event has occurred.

Payment of Deferred Compensation. a. Except as provided in Section 6, (a) On the 10th business day after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until the occurrence of any of the following events (hereinafter referred to as "Trigger Events" or a Triggering "Trigger Event. Except as provided in Section 4(b"), within sixty (60) days after any Triggering EventCompany will issue and deliver to Employee the Stock reserved for his/her benefit pursuant to Section 3 above, the Company shall pay provided, that, subject to Executive, in cash or other immediately payable funds, an amount (the "Triggered Deferred Compensation Amount") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit as of the Triggering Event, determined in accordance and conditioned upon compliance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and subparagraph (b) of this Section 4, the number of Employee may elect to receive the Stock Shares over such later period as the Employee may designate in writing but not to which the Triggering Event has occurred; over iiexceed five (5) the product obtained by multiplying (1) the sum of the respective quotients obtained by dividing (a) each amount that has been paid to Executive, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser ofyears: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined Action by the Board in its sole discretion of Directors (which may take into account, without limitation, other either by majority vote at any meeting of the Board duly called and held or by unanimous written consent of the Board) releasing Employee's rights to receive the Stock representing his/her deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Eventcompensation; provided, however, that no such action shall be taken by the Board unless and until a public trading market exists for purchase and sale of the Stock. (ii) Receipt by the Board of Employee's written notification of his/her resignation of employment with the Company. (iii) The termination of the Employee's employment hereunder for any reason other than death, disability or resignation. (iv) The Employee's disability, which shall be deemed to have occurred upon the Board's finding based on medical evidence satisfactory to it that Employee is and will be permanently and continuously disabled, either mentally or physically, such that he/she is unable to carry out the duties of his/her employment hereunder. (v) The Employee's death, in which case the payment required under this Section shall be made to Employee's designated beneficiary, or in the absence of such designation, to the personal representative of his estate. The beneficiary referred to in this subparagraph may be designated or changed by the Employee (without the consent of any prior beneficiary) on a form provided by the Company and delivered to the Company before his/her death. (b) Any election by Employee to defer receipt of the Stock after the occurrence of a Trigger Event must be made in a writing signed by Employee and delivered to the Secretary of the Company on or before the consummation earlier of any Change the 9th business day after the occurrence of a Trigger Event or the second anniversary date of this Agreement. The Employee may elect to receive the Stock in Controlup to five (5) equal or specified unequal annual installments or to receive all of the Stock on a specified date within five years after the applicable Trigger Event. Should the Employee die before receiving all Stock to which he/she is entitled hereunder, the Company shall pay Executive the full, unpaid balance remainder of the Triggered Deferred Compensation Amount. In the event that the Company elects to pay the Triggered Deferred Compensation Amount in installments, interest on the unpaid balance such Stock shall be calculated using the prime rate, as published in the Wall Street Journal or a similar publication on the date prior to each payment date. c. Upon the making of payment of the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b), the commencement of payment), the number of vested Deferred Compensation Units credited to Executive's Deferred Compensation Account shall be reduced by the lesser of (A) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior delivered to the Triggering Event and (B) the number of Stock Shares as to which the Triggering Event has occurredEmployee's designated beneficiary.

Payment of Deferred Compensation. a. Except as provided (a) In the event the Executive terminates his/her employment for whatever reason, the Company must compute the "Ending Balance" in Section 6, after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until the occurrence of a Triggering EventAccount. Except as provided in Section 4(b), within sixty (60) days after any Triggering Event, the Company This Ending Balance shall pay to Executive, in cash or other immediately payable funds, an amount (the "Triggered Deferred Compensation Amount") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit include all deferrals and interest as of the Triggering Event, determined in accordance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred; over ii) the product obtained by multiplying (1) the sum last day of the respective quotients obtained by dividing (a) each amount that has been paid to Executivepreceding month, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser of: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) and any deferrals made in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Event; provided, however, that on or before the consummation of any Change in Control, the Company shall pay Executive the full, unpaid balance of the Triggered Deferred Compensation Amountcurrent month. In the event that the Company elects Executive becomes disabled, his/her employment shall for these purposes be deemed to pay the Triggered Deferred Compensation Amount in installments, interest terminate on the unpaid balance first day of the month in which he/she begins to receive long term disability payments provided by the Company's insurance carrier (thus, the Ending Balance shall be calculated using computed as of the prime rate, as published preceding month). Payment of deferred compensation under these events will be in accordance with the Wall Street Journal Executive's payment method election in paragraph 2(e). (b) The Executive must elect the payment method for receiving his/her Ending Balance either in a lump sum or a similar publication on in an indicated number of installments. This determination must be made at the date time of execution of the agreement in Section 2(e) and will apply to all deferrals. Any amendment changing the method of payment must be made at least two (2) years prior to each the selected payment datedate or (2) years prior to termination of employment, whichever occurs first, to be considered effective. c. Upon (c) In the making of payment of event the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b)Executive chooses the installment option, the commencement Executive must inform the Company of payment), the number of vested Deferred Compensation Units credited installments he or she wishes to Executive's receive. The installments will be paid quarterly (not to exceed 20 quarters) commencing with the fifteenth day of the quarter following the quarter in which the date specified in 2(g)occurs.. Installments will then be paid on the fifteenth day of each succeeding calendar quarter until the Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. If the Executive chooses the lump sum option, such sum must be paid within forty-five (45) days after the date specified in 2(g). (d) If the Executive dies prior to the total distribution of the Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account in a lump sum within forty-five (45)days following the Executive's death to the Executive's Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement or upon a subsequent marriage) that the payments specified in 2(c) shall continue to the spouse. If such spouse dies before all payments are made, the procedures in 3(a) and 3(b) shall apply. (e) Payment of Deferred Compensation Election (choose one option): i) Lump sum distribution; or ii) __X__ Installment method. The amount of each installment shall be reduced by equal to one-tenth (cannot be less than one-twentieth) of the lesser Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter. (f) The Executive must elect the deferral date for receiving his/her Ending Balance. This date is to be either retirement, or a specific date greater than one year from the date of this agreement. This determination must be made at the time of execution of the agreement in Section 2(g) and will apply to all deferrals. (Ag) Election of Deferral Date (choose one option): i) __X__ Retirement; or ii) Specific Date: (must be greater than one year from the number date of remaining vested Deferred Compensation Units credited to Executive's this agreement) (h) In the event of an unforeseeable emergency, the Executive may make withdrawals from the Deferred Compensation Account determined immediately prior in an amount equal to that which is reasonably necessary to satisfy the emergency. An unforeseeable emergency means a severe financial hardship to the Triggering Event Executive resulting from a sudden and unexpected illness or accident of the Executive or of a dependent (Bas defined in Internal Revenue Codess. 152(a)) of the number Executive, loss of Stock Shares 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. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not be made to which the Triggering Event has occurredextent that such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Executive's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (c) by cessation of deferrals under this Agreement. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive's child to college or the desire to purchase a home. In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, such payment shall be made by the Company to the Executive in a lump sum within forty-five (45) days after approval of such request.

Payment of Deferred Compensation. a. Except as provided (a) In the event the Executive terminates his/her employment for whatever reason, the Company must compute the "Ending Balance" in Section 6, after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until the occurrence of a Triggering EventAccount. Except as provided in Section 4(b), within sixty (60) days after any Triggering Event, the Company This Ending Balance shall pay to Executive, in cash or other immediately payable funds, an amount (the "Triggered Deferred Compensation Amount") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit include all deferrals and interest as of the Triggering Event, determined in accordance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred; over ii) the product obtained by multiplying (1) the sum last day of the respective quotients obtained by dividing (a) each amount that has been paid to Executivepreceding month, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser of: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) and any deferrals made in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Event; provided, however, that on or before the consummation of any Change in Control, the Company shall pay Executive the full, unpaid balance of the Triggered Deferred Compensation Amountcurrent month. In the event that the Company elects Executive becomes disabled, his/her employment shall for these purposes be deemed to pay the Triggered Deferred Compensation Amount in installments, interest terminate on the unpaid balance first day of the month in which he/she begins to receive long term disability payments provided by the Company's insurance carrier (thus, the Ending Balance shall be calculated using computed as of the prime rate, as published preceding month). Payment of deferred compensation under these events will be in accordance with the Wall Street Journal Executive's payment method election in paragraph 2(e). (b) The Executive must elect the payment method for receiving his/her Ending Balance either in a lump sum or a similar publication on in an indicated number of installments. This determination must be made at the date time of execution of the agreement in Section 2(e) and will apply to all deferrals. Any amendment changing the method of payment must be made at least two (2) years prior to each the selected payment datedate or (2) years prior to termination of employment, whichever occurs first, to be considered effective. c. Upon (c) In the making of payment of event the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b)Executive chooses the installment option, the commencement Executive must inform the Company of payment), the number of vested Deferred Compensation Units credited installments he or she wishes to Executive's receive. The installments will be paid quarterly (not to exceed 20 quarters) commencing with the fifteenth day of the quarter following the quarter in which the date specified in 2(g)occurs.. Installments will then be paid on the fifteenth day of each succeeding calendar quarter until the Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. If the Executive chooses the lump sum option, such sum must be paid within forty-five (45) days after the date specified in 2(g). (d) If the Executive dies prior to the total distribution of the Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account in a lump sum within forty-five (45)days following the Executive's death to the Executive's Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement or upon a subsequent marriage) that the payments specified in 2(c) shall continue to the spouse. If such spouse dies before all payments are made, the procedures in 3(a) and 3(b) shall apply. (e) Payment of Deferred Compensation Election (choose one option): i) Lump sum distribution; or ii) __X__ Installment method. The amount of each installment shall be reduced by equal to one-twentieth (cannot be less than one-twentieth) of the lesser Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter. (f) The Executive must elect the deferral date for receiving his/her Ending Balance. This date is to be either retirement, or a specific date greater than one year from the date of this agreement. This determination must be made at the time of execution of the agreement in Section 2(g) and will apply to all deferrals. (Ag) Election of Deferral Date (choose one option): i) __X__ Retirement; or ii) Specific Date: (must be greater than one year from the number date of remaining vested Deferred Compensation Units credited to Executive's this agreement) (h) In the event of an unforeseeable emergency, the Executive may make withdrawals from the Deferred Compensation Account determined immediately prior in an amount equal to that which is reasonably necessary to satisfy the emergency. An unforeseeable emergency means a severe financial hardship to the Triggering Event Executive resulting from a sudden and unexpected illness or accident of the Executive or of a dependent (Bas defined in Internal Revenue Codess. 152(a)) of the number Executive, loss of Stock Shares 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. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not be made to which the Triggering Event has occurredextent that such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Executive's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (c) by cessation of deferrals under this Agreement. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive's child to college or the desire to purchase a home. In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, such payment shall be made by the Company to the Executive in a lump sum within forty-five (45) days after approval of such request.

Payment of Deferred Compensation. a. Except as provided a) In the event the Executive terminates his employment for whatever reason, the Company will compute the balance in Section 6, after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until Account as of the occurrence last day of a Triggering Event. Except as provided in Section 4(b), within sixty (60) days after any Triggering Event, the Company shall pay to Executive, in cash or other immediately payable funds, an amount preceding month (the "Triggered Deferred Compensation AmountEnding Balance") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit as of the Triggering Event, determined in accordance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred; over ii) the product obtained by multiplying (1) the sum of the respective quotients obtained by dividing (a) each amount that has been paid to Executive, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser of: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Event; provided, however, that on or before the consummation of any Change in Control, the Company shall pay Executive the full, unpaid balance of the Triggered Deferred Compensation Amount. In the event that the Company elects to pay Executive becomes disabled, the Triggered Deferred Compensation Amount in installments, interest on the unpaid balance Executive's employment shall be calculated using the prime rate, as published in the Wall Street Journal or a similar publication deemed to terminate on the date of his or her disability. For these purposes, "disability" means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, which results in the Executive's (i) inability to engage in any substantial gainful activity or (ii) receipt of income replacement benefits for a period of not less than three (3) months under an accident and health plan of the Company or one of its affiliates. b) The Executive will elect the payment method for receiving his Ending Balance either in a lump sum or in an indicated number of installments. This determination will be made at the time of execution of the Agreement in paragraph 2(e). In the event the Executive elects payment of his Deferred Compensation Account in a lump sum, such lump sum payment shall be made, subject to paragraph 2(f) below, within thirty (30) days following the Executive's termination of employment. c) In the event the Executive chooses the installment option, he will inform the Company of the number of installments he wishes to receive. The installments will be paid quarterly (not to exceed 20 quarters) commencing, subject to paragraph 2(f) below, with the fifteenth day of the quarter following the quarter in which the Executive's service with the Company terminates. Subject to paragraph 2(f) below, installments will then be paid on the fifteenth day of each succeeding calendar quarter until the Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. d) If the Executive dies prior to each the total distribution of the Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account. Such payment dateshall be made in a lump sum within 30 days following the Executive's death to the Executive's Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement) that the payments specified in paragraph 2(c) continue to the spouse. If such spouse dies before all payments are made, the procedures in paragraphs 3(a) and 3(b) shall apply. c. Upon e) Payment of Deferred Compensation Election (Executive should choose one option): i) Lump sum distribution; or ii) X Installment Method. The amount of each installment shall be equal to one-twentieth (cannot be less than one-twentieth) of the making Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter. If the Executive does not complete the blanks shown above in paragraph 2(e), the Executive will be deemed to have chosen the lump sum option. Installment payments (to be completed only if item ii) - Installment Method is selected above and the Executive designates his or her spouse as beneficiary): X shall shall not be paid or continue to be paid to the Executive's spouse after the death of the Executive. f) Notwithstanding any provision within this Agreement to the contrary, if the Executive is entitled to payment of his Deferred Compensation Account because of his termination of employment for a reason other than his death or disability, no such payment shall be made before the date which is six (6) months after the date of the Executive's termination of employment (or if earlier, the date of the Executive's death). The aggregate amount of any payment of the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b), the commencement of payment), the number of vested Deferred Compensation Units credited to Executive's Deferred Compensation Account which the Executive cannot receive during the six-month period following the Executive's termination of employment shall be reduced by paid to the lesser Executive within thirty (30) days after the end of (Asuch six-month period. g) Notwithstanding any provision within this Agreement to the number of remaining vested Deferred Compensation Units credited to contrary, the Executive's employment with the Company shall be deemed to have terminated for purposes of distribution of the Deferred Compensation Account determined immediately prior to only if such termination is a "separation from service" within the Triggering Event meaning of Section 409A of the Internal Revenue Code (the "Code") and (B) guidance provided by the number of Stock Shares as to which the Triggering Event has occurredTreasury with respect thereto.

Payment of Deferred Compensation. a. Except as provided (a) In the event the Executive terminates his/her employment for whatever reason, the Company must compute the "Ending Balance" in Section 6, after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until the occurrence of a Triggering EventAccount. Except as provided in Section 4(b), within sixty (60) days after any Triggering Event, the Company This Ending Balance shall pay to Executive, in cash or other immediately payable funds, an amount (the "Triggered Deferred Compensation Amount") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit include all deferrals and interest as of the Triggering Event, determined in accordance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred; over ii) the product obtained by multiplying (1) the sum last day of the respective quotients obtained by dividing (a) each amount that has been paid to Executivepreceding month, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser of: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) and any deferrals made in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Event; provided, however, that on or before the consummation of any Change in Control, the Company shall pay Executive the full, unpaid balance of the Triggered Deferred Compensation Amountcurrent month. In the event that the Company elects Executive becomes disabled, his/her employment shall for these purposes be deemed to pay the Triggered Deferred Compensation Amount in installments, interest terminate on the unpaid balance first day of the month in which he/she begins to receive long term disability payments provided by the Company's insurance carrier (thus, the Ending Balance shall be calculated using computed as of the prime rate, as published preceding month). Payment of deferred compensation under these events will be in accordance with the Wall Street Journal Executive's payment method election in paragraph 2(e). (b) The Executive must elect the payment method for receiving his/her Ending Balance either in a lump sum or a similar publication on in an indicated number of installments. This determination must be made at the date time of execution of the agreement in Section 2(e) and will apply to all deferrals. Any amendment changing the method of payment must be made at least two (2) years prior to each the selected payment datedate or (2) years prior to termination of employment, whichever occurs first, to be considered effective. c. Upon (c) In the making of payment of event the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b)Executive chooses the installment option, the commencement Executive must inform the Company of payment), the number of vested Deferred Compensation Units credited installments he or she wishes to Executive's receive. The installments will be paid quarterly (not to exceed 20 quarters) commencing with the fifteenth day of the quarter following the quarter in which the date specified in 2(g)occurs.. Installments will then be paid on the fifteenth day of each succeeding calendar quarter until the Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. If the Executive chooses the lump sum option, such sum must be paid within forty-five (45) days after the date specified in 2(g). (d) If the Executive dies prior to the total distribution of the Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Account in a lump sum within forty-five (45) days following the Executive's death to the Executive's Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement or upon a subsequent marriage) that the payments specified in 2(c) shall continue to the spouse. If such spouse dies before all payments are made, the procedures in 3(a) and 3(b) shall apply. (e) Payment of Deferred Compensation Election (choose one option): i) Lump sum distribution; or ii) __X__ Installment method. The amount of each installment shall be reduced by equal to one-twentieth (cannot be less than one-twentieth) of the lesser Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter. (f) The Executive must elect the deferral date for receiving his/her Ending Balance. This date is to be either retirement, or a specific date greater than one year from the date of this agreement. This determination must be made at the time of execution of the agreement in Section 2(g) and will apply to all deferrals. (Ag) Election of Deferral Date (choose one option): i) Retirement; or ii) __X__ Specific Date: 1/1/2009 (must be greater than one year from the number date of remaining vested Deferred Compensation Units credited to Executive's this agreement) (h) In the event of an unforeseeable emergency, the Executive may make withdrawals from the Deferred Compensation Account determined immediately prior in an amount equal to that which is reasonably necessary to satisfy the emergency. An unforeseeable emergency means a severe financial hardship to the Triggering Event Executive resulting from a sudden and unexpected illness or accident of the Executive or of a dependent (Bas defined in Internal Revenue Codess. 152(a)) of the number Executive, loss of Stock Shares 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. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not be made to which the Triggering Event has occurredextent that such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Executive's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (c) by cessation of deferrals under this Agreement. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive's child to college or the desire to purchase a home. In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, such payment shall be made by the Company to the Executive in a lump sum within forty-five (45) days after approval of such request.

Payment of Deferred Compensation. a. Except as provided (a) In the event the Executive terminates his/her employment for whatever reason, the Company must compute the “Ending Balance” in Section 6, after a Deferred Compensation Unit vests, no payment shall be made with respect to the Deferred Compensation Unit until the occurrence of a Triggering EventAccount. Except as provided in Section 4(b), within sixty (60) days after any Triggering Event, the Company This Ending Balance shall pay to Executive, in cash or other immediately payable funds, an amount (the "Triggered Deferred Compensation Amount") equal to the excess of: i) the product obtained by multiplying (1) the value of a Deferred Compensation Unit include all deferrals and interest as of the Triggering Event, determined in accordance with Section 5; by (2) the lesser of (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred; over ii) the product obtained by multiplying (1) the sum last day of the respective quotients obtained by dividing (a) each amount that has been paid to Executivepreceding month, pursuant to Section 6(a), as an Accelerated DCA Payment (as defined in Section 6(a)), or that would have been so paid but for the operation of Section 6(b), by (b) the number of shares of Class B Common Stock issued or issuable under the Company's 2001 Stock Incentive Plan ("Plan Shares") constituting the numerator of the fraction referred to in clause (a)(ii) of Section 6 used to compute such amount; by (2) the lesser of: (a) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior to the Triggering Event; and (b) the number of Stock Shares as to which the Triggering Event has occurred. b. Notwithstanding Section 4(a), (i) and any deferrals made in the event that the payment hereunder would impair the Company's cash flow, as reasonably determined by the Board in its sole discretion (which may take into account, without limitation, other deferred compensation payments under other deferred compensation agreements) or (ii) to the extent required by any credit agreement or similar instrument, in lieu of paying the entire Triggered Deferred Compensation Amount in a single payment, the Company may elect to pay the Triggered Deferred Compensation Amount in equal installments over a period not exceeding five years, with installment payments being made not less frequently than annually and the first installment payment being made not later than 60 days after the Triggering Event; provided, however, that on or before the consummation of any Change in Control, the Company shall pay Executive the full, unpaid balance of the Triggered Deferred Compensation Amountcurrent month. In the event that the Company elects Executive becomes disabled, his/her employment shall for these purposes be deemed to pay the Triggered Deferred Compensation Amount in installments, interest terminate on the unpaid balance first day of the month in which he/she begins to receive long term disability payments provided by the Company’s insurance carrier (thus, the Ending Balance shall be calculated using computed as of the prime rate, as published preceding month). Payment of deferred compensation under these events will be in accordance with the Wall Street Journal Executive’s payment method election in paragraph 2(e). (b) The Executive must elect the payment method for receiving his/her Ending Balance either in a lump sum or a similar publication on in an indicated number of installments. This determination must be made at the date time of execution of the agreement in Section 2(e) and will apply to all deferrals. Any amendment changing the method of payment must be made at least two (2) years prior to each the selected payment datedate or (2) years prior to termination of employment, whichever occurs first, to be considered effective. c. Upon (c) In the making of payment of event the Triggered Deferred Compensation Amount (or, if applicable pursuant to Section 4(b)Executive chooses the installment option, the commencement Executive must inform the Company of payment), the number of vested installments he or she wishes to receive. The installments will be paid quarterly (not to exceed 20 quarters) commencing with the fifteenth day of the quarter following the quarter in which the date specified in 2(g) occurs. Installments will then be paid on the fifteenth day of each succeeding calendar quarter until the Ending Balance and all accrued interest, which includes interest earned during the installment period, has been paid. If the Executive chooses the lump sum option, such sum must be paid within forty-five (45) days after the date specified in 2(g). (d) If the Executive dies prior to the total distribution of the Ending Balance, the Company shall pay an amount equal to the then current balance including accrued interest in the Deferred Compensation Units credited Account, in a lump sum within forty-five (45) days following the Executive’s death to the Executive's ’s Designated Beneficiary (as hereinafter defined). However, if the Executive is married at the time of death, the Executive may designate (at the time of entering this Agreement or upon a subsequent marriage) that the payments specified in 2(c) shall continue to the spouse. If such spouse dies before all payments are made, the procedures in 3(a) and 3(b) shall apply. (e) Payment of Deferred Compensation Election (choose one option): i) Lump sum distribution; or ii) Installment method. The amount of each installment shall be equal to one- (cannot be less than one-twentieth) of the Ending Balance plus accrued interest compounded monthly for the preceding calendar quarter. (f) The Executive must elect the deferral date for receiving his/her Ending Balance. This date is to be either retirement, or a specific date greater than one year from the date of this agreement. This determination must be made at the time of execution of the agreement in Section 2(g) and will apply to all deferrals. (g) Election of Deferral Date (choose one option): i) Retirement; or ii) Specific Date: (must be greater than one year from the date of this agreement) (h) In the event of an unforeseeable emergency, the Executive may make withdrawals from the Deferred Compensation Account in an amount equal to that which is reasonably necessary to satisfy the emergency. An unforeseeable emergency means a severe financial hardship to the Executive resulting from a sudden and unexpected illness or accident of the Executive or of a dependent (as defined in Internal Revenue Code § 152(a)) 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. The circumstances that will constitute an emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such hardship is or may be relieved (a) through reimbursement or compensation by insurance or otherwise; (b) by liquidation of the Executive’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (c) by cessation of deferrals under this Agreement. Examples of what are not considered to be unforeseeable emergencies include the need to send an Executive’s child to college or the desire to purchase a home. In the event the Company approves the payment of a withdrawal due to an unforeseeable emergency, such payment shall be reduced made by the lesser of (A) the number of remaining vested Deferred Compensation Units credited to Executive's Deferred Compensation Account determined immediately prior Company to the Triggering Event and Executive in a lump sum within forty-five (B45) the number days after approval of Stock Shares as to which the Triggering Event has occurredsuch request.