| || that a Director does not make an affirmative and timely election as to the time of payment of the Annual Retainer or Annual Equity Grant in a Deferral Year, such Director shall be deemed to have elected not to defer the Annual Retainer or Annual Equity Grant for such Deferral Year. Any election made under this Section 5.1(b) shall be irrevocable immediately prior to the date the individual becomes a Director. |
| ||(c) || |
All elections under this Section 5.1 shall be made on the form, in the manner and within the time period prescribed by the Company. A Director may make a separate election with respect to each Deferral Year. Unless a new election is made for a Deferral Year, a Directors election shall carry over from Deferral Year to Deferral Year.
5.2 Timing of Payments. Any deferred amounts under this Sub-Plan to be paid on a Separation from Service shall be paid, or payments shall commence, upon or within thirty (30) days after such Separation from Service. Any deferred amounts under this Sub-Plan to be paid on a specified date shall be paid, or payments shall commence, upon or within thirty (30) days after such specified date.
Article 6. Miscellaneous
6.1 Maintenance of Cash Deferral Accounts. Any Cash Retainer deferred by a Director under the Plan shall be credited to a record keeping account (Cash Deferral Account) as of the date on which such Cash Retainer would otherwise have been paid to the Director. All amounts credited to a Directors Cash Deferral Account shall accrue interest from the time such amounts would otherwise have been paid to the Director until the date that such amounts cease accruing interest in connection with a distribution pursuant to Article 5. The interest rate shall be determined by the Company from time to time in its discretion; provided that the interest rate shall, unless otherwise determined by the Company, equal one hundred twenty percent (120%) of the long-term applicable federal rate for the applicable year.
6.2 Unfunded Plan. The Sub-Plan constitutes an unfunded, unsecured promise of the Company to make distributions in the future of the amounts deferred under the Sub-Plan and is intended to constitute a nonqualified deferred compensation plan that is unfunded for tax purposes. Nothing contained in the Sub-Plan and no action taken pursuant to the provisions of the Sub-Plan shall create, or be construed to create, a trust of any kind, a fiduciary relationship between the Company and any Director or any other person. No special or separate fund shall be established or other segregation of assets made to assure payment of deferred amounts hereunder. No Director or any other person shall have any preferred claim on, or beneficial ownership interest in, any assets of the Company prior to the time that deferred amounts are paid to the Director as provided herein. The rights of a Director to receive benefits from the Company shall be no greater than any general unsecured creditor of the Company.
6.3 Service as a Director. Neither the establishment of the Sub-Plan, nor any action taken hereunder, shall in any way obligate (a) the Company to nominate a Director for reelection or to continue to retain a Director; or (b) a Director to agree to be nominated for reelection or to continue to serve on the Board.
6.4 Section 409A Requirements. If this Sub-Plan fails to meet the requirements of Code Section 409A, neither the Company nor any of its affiliates shall have any liability for any tax, penalty or interest imposed on the Director by Code Section 409A, and the Director shall have no recourse against the Company or any of its affiliates for payment of any such tax, penalty or interest imposed by Code Section 409A.
6.5 Amendment and Termination. The Sub-Plan may be amended or terminated in accordance with the provisions of the Stock Incentive Plan.