EXHIBIT 4.2
DEFERRED COMPENSATION PLAN [photographs of faces omitted]
XXXXXXX, INC.
PLAN AGREEMENT
THIS PLAN AGREEMENT (this "Agreement") is entered into as of January 1, 2006
between Xxxxxxx, Inc. (the "Company"), and _________________________ (the
"Participant").
RECITALS
A. The Participant is a key Employee of the Company, and the Company desires
to have the continued services of the Participant.
B. The Company has adopted the Xxxxxxx, Inc. Deferred Compensation Plan (the
"Plan"), a non-qualified deferred compensation plan, and the Participant
qualifies to participate in the Plan.
C. The Participant desires to participate in the Plan.
AGREEMENT
NOW THEREFORE, it is mutually agreed that:
1. Definitions. Unless otherwise provided in this Agreement, the capitalized
terms in this Agreement shall have the meanings given them in the Plan
document, as amended (the "Plan Document").
2. Integrated Agreement: Parties Bound. The Plan Document, a copy of which has
been delivered to the Participant, is hereby incorporated into and made a
part of this Agreement by reference as though set forth in full in this
Agreement. The parties to this Agreement agree to and shall be bound by,
and have the benefit of, each and every provision of the Plan as set forth
in the Plan Document. This Agreement and the Plan Document, collectively,
shall be considered one complete contract between the parties.
3. Acknowledgments. The Participant hereby acknowledges that the Participant
has received a copy of the Plan Document, and has read and understands this
Agreement and the Plan Document. The Participant further acknowledges that
the Plan, and the compensation deferrals or Company contributions made on
his or her behalf under the Plan, shall be subject to such rules as are
necessary to preserve the tax-deferred status of these amounts under
applicable law, including Section 409A and any Treasury Department
regulations or other authoritative guidance issued thereunder. The
Participant further acknowledges that the Company may amend the Plan
Document at any time, retroactively if necessary, to comply with Section
409A.
1
(OVER)
PLAN AGREEMENT CONTINUED...
4. Conditions to Participation. As a condition to participation in the Plan,
the Participant must complete, sign, date, and return to the Plan Committee
an original copy of this Agreement, a Beneficiary Designation Form, a
Consent to Insurance Form, and any other election forms required by the
Plan Committee for Plan enrollment.
5. Successors and Assigns. This Agreement shall inure to the benefit of, and
be binding upon, the Company, its successors and assigns, and the
Participant and his or her heirs, beneficiaries or estate.
6. Governing Law. Subject to the Employee Retirement Income Security Act of
1974, as amended, this Agreement shall be governed by and construed under
the laws of the State of Georgia.
IN WITNESS WHEREOF, the Participant has signed and the Company has accepted this
Plan Agreement as of the date first written above.
PARTICIPANT
___________________ ______________________________
Date Signature of Participant
______________________________
Type or Print Name
AGREED AND ACCEPTED BY THE COMPANY:
XXXXXXX, INC.
______________________________
Signature of Officer
Or Duly Authorized Agent
______________________________
Type or Print Name
2
