EXHIBIT 10.7
DIRECTORS' DEFERRED COMPENSATION PLAN
OF
HAVERTY FURNITURE COMPANIES, INC.
AS AMENDED AND RESTATED
JANUARY 1, 2006
DIRECTORS' DEFERRED COMPENSATION PLAN
OF
HAVERTY FURNITURE COMPANIES, INC.
SECTION I
ESTABLISHMENT AND PURPOSE OF PLAN
1.1 Establishment and Duration of Plan: The Directors'
Deferred Compensation Plan of Haverty Furniture Companies, Inc.,
was initially established by the Board of Directors of the
Company as of December 15, 1982, and was amended and restated as
of August 3, 1990. On February 6, 1996 the Board of Directors
of the Company authorized a further amendment and restatement of
the Plan incorporating the provisions set forth below, subject to
the approval of the shareholders of the Company. The Plan, as
amended and restated, shall continue until terminated by the
Board of Directors of the Company, subject to the provisions of
Section VII below.
1.2 Purpose of Plan: The purpose of the Directors'
Deferred Compensation Plan is to provide those Directors of the
Company who elect to do so the opportunity to defer to a future
date the receipt of their compensation as Directors and as
members of Committees of the Board of Directors.
SECTION II
DEFINITIONS
2.1 "Account" means the Account (comprised of a Cash
Compensation Sub-Account and a Stock Compensation Sub-Account)
being administered for the benefit of a Member under Section IV
below. Accounts shall not actually be funded, but will be
bookkeeping accounts established for each Member on the Company's
records with respect to the amount, if any, of Compensation
deferred by the applicable Member pursuant to such Member's
election as hereinafter provided.
2.2 "Annual Period" means each period beginning on the day
of the Company's Annual Meeting of Stockholders and terminating
on the day before the succeeding Annual Meeting of Stockholders.
2.3 "Business Day" means a day other than a Saturday,
Sunday or legal holiday on which the principal administrative
offices of the Company are open for business.
2.4 "Calendar Quarter" means each successive three-month
period during a Fiscal Year.
2.5 "Cash Compensation" means the amount in dollars of a
Participant's Compensation for the applicable Annual Period
which, after giving effect to any applicable election by such
Participant with respect to the receipt of a portion of such
Compensation in the form of Company Common Stock but without
regard to any deferral election hereunder, is payable by the
Company in cash. Cash Compensation shall be comprised of Cash
Fee Compensation and Cash Retainer Compensation.
2.6 "Cash Compensation Sub-Account" means that Sub-Account
within a Member's Account in which entries are recorded to
reflect the amounts, if any, of Cash Compensation deferred by
such Member from time to time hereunder, with interest accrued
thereon, and distributions therefrom, as applicable.
2.7 "Cash Fee Compensation" means, with respect to any
Annual Period, the amount in dollars of a Member's Cash
Compensation which is attributable to fees payable by the Company
for such Member's attendance at meetings of the Company's Board
of Directors or a committee thereof during such Annual Period.
2.8 "Cash Retainer Compensation" means, with respect to any
Annual Period, the amount in dollars of a Member's Cash
Compensation which is attributable to the retainer payable by the
Company for such Member's service as a director of the Company or
service as Chairman of a Committee of the Board of Directors
during such Annual Period.
2.9 "Committee" means the Nominating and Corporate
Governance Committee of the Board of Directors.
2.10 "Common Stock" means the $1.00 par value class of
common stock of the Company known as "Common Stock."
2.11 "Company" means Haverty Furniture Companies, Inc., a
Maryland corporation or any successor thereto.
2.12 "Compensation" means the retainer fees and meeting
fees payable to Directors by the Company in their capacity as
Directors or as members of Committees of the Board of Directors,
without reduction for any required withholding taxes and
exclusive of the value of any fringe benefits which any Director
may receive or may be entitled to receive as a Director.
2.13 "Director" means any duly elected member of the Board
of Directors of the Company.
2.14 "Dividend Equivalent Amount" means the amount to be
credited to the Stock Compensation Sub-Account of a Member from
time to time upon the payment by the Company of a dividend on its
Common Stock (other than a dividend payable in shares of such
Common Stock). The Dividend Equivalent Amount with respect to
any such dividend paid by the Company shall be an amount equal to
the product of (i) the per share amount of the applicable
dividend paid by the Company (if such dividend is not payable in
cash, such amount to be based on the fair market value of the
property distributed) and (ii) the number of shares of Common
Stock reflected in the Member's Stock Compensation Sub-Account as
of the record date of such dividend.
2.15 "Elective Distribution Date" shall have the meaning
ascribed thereto in Section 3.2 hereof.
2.16 "Fiscal Year" means the twelve-month period from
January 1 through the next following December 31.
2.17 "Fractional Share Equivalent Amount" means the cash
amount, if any, to be credited to the Stock Compensation
Sub-Account of a Member as of the first day of the Annual Period
of any year to reflect that portion, if any, of the Member's
Stock Compensation deferred hereunder and otherwise payable on
such date which remains after crediting such Sub-Account with the
number of whole shares of Company Common Stock determined by
dividing such deferred Stock Compensation by the applicable
Market Price.
2.18 "Initial Election Form" means, with respect to any
Member, the election form complying with the then applicable
requirements of Section III hereof pursuant to which such Member
first elects (or elected, as applicable) to defer any
Compensation under the Plan.
2.19 "Market Price" means, as of any date, the closing price
of the Common Stock of the Company (or such other securities as
result from an adjustment pursuant to Section 4.5 hereof) on such
date as quoted by the New York Stock Exchange (or, if the Common
Stock of the Company (or such other securities) is then traded on
a different securities market or exchange, the closing price of
such Common Stock (or such other securities) as quoted on such
market or exchange).
2.20 "Management Committee" means the Chairman of the Board,
Chief Executive Officer and Corporate Secretary of the Company or
such other senior officers as the Chief Executive Officer shall
designate. The Management Committee shall oversee the day to day
operations of the Plan.
2.21 "Member" means any Participant or former Participant
who has an amount credited to an Account for his or her benefit
under the Plan.
2.22 "Participant" means each Director who elects to
participate in the Plan.
2.23 "Plan" means the Directors' Deferred Compensation Plan
of Haverty Furniture Companies, Inc., or any successor thereto,
as described herein and as the same may hereafter from time to
time be amended.
2.24 "Service Termination Date" means, for any Member, the
later of (i) the date of termination of such Member's service as
a director of the Company and (ii) the date of termination of
such Member's service as an employee of the Company or any other
member of a controlled group of corporations of which the Company
is a member and which would be considered a single employer under
Code Section 414(b), in each case, for any reason other than the
death of such Member.
2.25 "Stock Compensation" means the amount in dollars of a
Participant's Compensation for the applicable Annual Period
which, after giving effect to any applicable election by such
Participant with respect to the receipt of a portion of such
Compensation in the form of Company Common Stock but without
regard to any deferral election hereunder, is payable by the
Company in Common Stock.
2.26 "Stock Compensation Sub-Account" means that Sub-Account
within a Member's Account in which entries are recorded to
reflect (i) the number of shares of Company Common Stock
attributable to the amounts, if any, of Stock Compensation
deferred by such Member from time to time hereunder as determined
for each deferral in accordance with Section 4.2(a) hereof, (ii)
the number of shares of Company Common Stock attributable to any
dividend paid by the Company in the form of shares of its Common
Stock in accordance with Section 4.2(c) hereof, (iii) the number
of shares of Company Common Stock as determined in accordance
with Section 4.2(e) hereof, (iv) any Dividend Equivalent Amounts
and Fractional Share Equivalent Amounts, (v) any interest accrued
on any cash balance in such Sub-Account pursuant to Section 4.4
hereof and (vi) distributions therefrom, and adjustments thereto,
as applicable, as provided herein.
2.27 "Triggering Event" means, for any Member, any of such
Member's (i) Service Termination Date, (ii) Elective Distribution
Date, or (iii) death.
SECTION III
PARTICIPATION
3.1 Each Director may, not later than October 31 each
calendar year prior to the Annual Period or at such later time as
may be provided by Treasury Regulations promulgated under Section
409A of the Code, elect to become a Participant in the Plan for
the next Annual Period commencing after such October 31 and for
each Annual Period thereafter, until such election is revoked or
revised in the manner hereinafter provided, and thereby have all
or a portion of his or her Compensation for each such Annual
Period deferred and credited to an Account for his or her benefit
under the Plan as and to the extent provided below in Section 3.2
hereof. Any such election may be revoked or revised by filing
with the Secretary of the Company a written revocation or
election form complying with the requirements of Section 3.2
hereof. Any such revocation or revised election shall first be
effective with respect to the Annual Period which first begins
after the later to occur of (i) the filing of such revocation or
revised election with the Secretary of the Company or (ii) the
next occurring October 31. A Director who revokes a previous
election may again elect participation in the Plan for deferral
of future Compensation in later Annual Periods by electing
participation in the manner provided above.
3.2 Any such election (either initial or revised) or
revocation shall be filed with the Secretary of the Company,
shall be made in writing on such form or forms as the Committee
shall from time to time prescribe, and shall specify the amount
and type of Compensation which the Participant wishes to defer
hereunder. For any Annual Period, a Participant may elect in
accordance with the terms hereof to defer hereunder the following
amounts of his or her Compensation: (i) all or none of such
Participant's Cash Fee Compensation; (ii) all or none of such
Participant's Cash Retainer Compensation: and (iii) all or none
of such Participant's Stock Compensation. An election form which
specifies a deferral amount which is not permitted hereunder for
any type of Compensation (i.e., more than none but less than all)
shall be deemed to specify that no portion of the applicable type
of Compensation be deferred for any Annual Periods to which such
election applies pursuant to the terms hereof. If a Participant
desires to have the balance in his or her Account distributed
prior to such Participant's death or Service Termination Date,
such Participant may specify the date for such distribution on
such Participant's Initial Election Form, which specified date
shall constitute the Participant's "Elective Distribution Date,"
and no election or revocation form filed subsequent to such
Participant's Initial Election Form shall be effective to change
or revoke such Elective Distribution Date; provided that, with
respect to any Member who was a Participant in the Plan prior to
the effective date of the amendment and restatement of the Plan
in 1996, such Member's Elective Distribution Date shall be the
date, if any, most recently specified by such Member (other than
a specification of retirement or termination of service on the
Board of Directors) in an election form properly filed with the
Secretary of the Company prior to the effective date of such Plan
amendment and restatement, and no election or revocation form
subsequently filed by such Member shall be effective to change or
revoke such Elective Distribution Date.
SECTION IV
ADMINISTRATION OF ACCOUNTS
4.1 Compensation to be credited to a Member's Account by
reason of an election made under Section III above shall be
credited to such Account on the same day such Compensation would
normally have been paid to such Member.
All Cash Compensation deferred hereunder by a Member shall
be credited to such Member's Cash Compensation Sub-Account and
all Stock Compensation deferred hereunder by a Member shall be
credited to such Member's Stock Compensation Sub-Account as
provided in Section 4.2 hereof.
4.2 Each Member's Stock Compensation Sub-Account shall be
credited from time to time with the number of shares of Company
Common Stock and cash amounts as set forth below:
(a) on the first day of the Annual Period of
each year, the number of whole shares of Company
Common Stock determined by dividing (i) the total
amount of the Member's Stock Compensation to be
deferred by such Member for the applicable Annual
Period by (ii) the Market Price as of the first day
of the Annual Period of the applicable Annual Period
(or if the first day of the Annual Period is not a
day on which trading is conducted on the securities
market or exchange on which the Common Stock of the
Company is then traded, as of the last such trading
day occurring before the first day of the Annual
Period); provided that no fractional share shall be
credited to such Sub-Account, and, in lieu thereof
the Member `s Stock Compensation Sub-Account shall be
credited with the Fractional Share Equivalent Amount
remaining after such determination;
(b) on the date of payment of any dividend on
the Common Stock of the Company (other than a
dividend payable in shares of such Common Stock), the
Dividend Equivalent Amount with respect to such
dividend;
(c) on the date of payment of any dividend on
the Common Stock of the Company which is payable in
shares of such Common Stock, the number of shares
determined by multiplying (i) the per share dividend
amount times (ii) the number of shares of Common
Stock credited to such Member' s Stock Compensation
Sub-Account as of the record date of such dividend;
provided that no fractional shares shall be credited
to any such Sub-Account as the result of any such
dividend, and in lieu thereof, an appropriate
adjustment shall be made to the cash balance held in
the applicable Stock Compensation Sub-Account;
(d) any adjustment to the cash balance of such
Sub-Account required pursuant to Section 4.5 hereof;
and
(e) on the first day of the Annual Period of
each year, the number of whole shares of Company
Common Stock determined by dividing (i) the sum of
(1) any Fractional Share Equivalent Amount credited
to such Sub-Account as of such date pursuant to
clause (a) above; (2) any cash amounts credited to
such Sub-Account pursuant to clause (c) or clause (d)
above during the Annual Period ending immediately
prior to such date, (3) any Dividend Equivalent
Amounts credited to such Sub-Account during the
Annual Period ending immediately prior to such date,
(4) the balance of any cash amount remaining as a
credit in such Sub-Account as of the immediately
preceding the first day of the Annual Period after
giving effect to the reduction required pursuant to
Section 4.3 hereof, and (5) the interest accrued on
the amounts set forth in sub-clauses (2), (3) and (4)
of this clause (e) during the immediately preceding
Annual Period by (ii) the Market Price as of such
date (or if such date is not a day on which trading
is conducted on the securities market or exchange on
which the Common Stock of the Company is then traded,
as of the last such trading day occurring before such
date); provided that no fractional share shall be
credited to such Sub-Account.
4.3 On the first day of the Annual Period of each year,
the cash balance of each Member's Stock Compensation Sub-Account
(after giving effect to any amount to be credited to such
Sub-Account on such date pursuant to Section 4.2(a) hereof) shall
be reduced by an amount equal to the product of (i) the number of
whole shares of Company Common Stock credited to such Sub-Account
on such date pursuant to Section 4.2(e) hereof and (ii) the
applicable Market Price used in the determination of such number
of shares pursuant to such section.
4.4 Amounts credited to a Member's Cash Compensation
Sub-Account and any cash balance in a Member's Stock Compensation
Sub-Account shall bear interest computed and credited as follows:
(i) the annual interest rate (the "Applicable Rate") shall be
fixed in advance at the beginning of each Fiscal Year based upon
the 13-week Federal Treasury Bill rate at year-end for the prior
Fiscal Year; and (ii) interest shall accrue at the Applicable
Rate on the amount in such Cash Compensation Sub-Account and on
the cash balance in such Stock Compensation Sub-Account from time
to time during each Calendar Quarter and such interest will be
credited to the Member's Cash Compensation Sub-Account or Stock
Compensation Sub-Account, as applicable, on the last day of each
Calendar Quarter.
4.5 In the event that the outstanding shares of Common
Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of
shares or other securities of the Company, in any such case by
reason of a recapitalization, reclassification, stock split or
combination of shares (but not by reason of a dividend payable in
shares of Common Stock of the Company), an appropriate adjustment
shall be made to the Stock Compensation Sub-Accounts of all
Members; provided that no fractional shares shall be credited to
any such Sub-Account as the result of any such adjustment, and in
lieu thereof an appropriate adjustment shall be made to the cash
balance held in the applicable Stock Compensation Sub-Account.
In the event that the Company shall be a party to any
reorganization involving merger, consolidation, acquisition of
the stock or acquisition of the assets of the Company, the Stock
Compensation Sub-Account of each Member shall be adjusted to
reflect the same number and type of securities of the resulting
corporation to which the number of shares of Company Common Stock
then credited to such Sub-Account would entitle a shareholder of
the Company in such reorganization (and, if the consideration in
such reorganization includes cash as well as securities, the
amount of such cash).
In the event that the Common Stock of the Company ceases to
be publicly traded in circumstances not otherwise addressed in
this Section 4.5, then any amount credited to a Member's Stock
Compensation Sub-Account in the form of a number of shares of the
Company's Common Stock (or such other securities as resulted from
an adjustment pursuant to this Section 4.5) shall be converted to
a cash amount computed by multiplying (i) the number of shares of
Company Common Stock (or such other securities) credited to such
Sub-Account as of the last day on which such Common Stock (or
such other securities) was publicly traded by (ii) the highest of
(a) the Market Price as of such last trading day, (b) the last
offer price in any tender offer for the Common Stock of the
Company (or such other securities) which resulted in such Common
Stock (or such other securities) no longer being publicly traded,
and (c) the cash price paid pursuant to a merger or other
acquisition of all of the outstanding capital stock of the
Company in which the consideration paid to shareholders of the
Company is comprised entirely of cash.
SECTION V
DISPOSITION OF MEMBERS' ACCOUNTS
5.1 Subject to the other provisions of this Section V,
amounts credited to the Member's Account, whether in the form of
cash or Company Common Stock, shall be paid to such Member as
provided below. The amount credited to such Account shall be
paid either in one lump sum, or, in the sole discretion of the
Member, in no more than ten (10) equal annual installments (pro
rata from the Member `s Cash Compensation Sub-Account and the
Member's Stock Compensation Sub-Account), as specified by such
Member in his or her Initial Election Form, or, in the case of a
Member who was a Participant in the Plan prior to the effective
date of the amendment and restatement of the Plan in 1996, as
most recently specified by such Member in an election form
properly filed with the Secretary of the Company prior to the
effective date of such Plan amendment and restatement, and no
election or revocation form subsequently filed by such Member
shall be effective to change or revoke such method of
distribution; and, provided further, that if the aggregate value
then credited to the Member's Account in the form of cash and
Company Common Stock (or such other securities as resulted from
an adjustment pursuant to Section 4.5 hereof), based in the case
of such Common Stock (or such other securities) on the then
current Market Price, is less than $50,000, the entire balance in
such Account shall be paid in a lump sum within the time period
set forth below.
If the first Triggering Event to occur is such Member's:
(i) death, such amounts shall be paid in a lump
sum to such Member's designated beneficiary or to
such Member's estate, as applicable, within 30 days
of such member's death;
(ii) Service Termination Date, such amounts (or
if such Member has elected payment in installments as
provided below, the first such installment) shall be
paid to such Member within 30 days of such Service
Termination Date; provided that, in the case of a
Member that is a "Key Employee" (as described in Code
Section 416(i) without regard to paragraph (5)
hereof), if the stock of the Company is then publicly
traded on an established securities market or
otherwise, such amounts shall not be paid (or if such
Member has elected payment in installments as
provided above, the first such installment shall not
be paid) before the date that is six months after
such Member's Service Termination Date (or, if
earlier, the date of such Member's death); or
(iii) Elective Distribution Date, such amounts
(or if such Member has elected payment in
installments as provided below, the first such
installment) shall be paid to such Member on such
Elective Distribution Date, or, if such Elective
Distribution Date is not a Business Day, on the first
Business Day occurring after such Elective
Distribution Date.
All amounts credited to the Member's Cash Compensation
Sub-Account and any cash balance in the Member's Stock
Compensation Sub-Account shall be paid in cash, and all amounts
credited to the Member's Stock Compensation Sub-Account as a
number of shares of Company Common Stock (or such other
securities into which such shares were converted pursuant to an
adjustment under Section 4.5 hereof) shall be paid in the form of
shares of Company Common Stock (or such other securities as may
result from an adjustment pursuant to Section 4.5 hereof). All
elections made pursuant to this Section 5.1 shall be in writing
on such form as may from time to time be prescribed by the
Committee and delivered to the Secretary of the Company. If the
Member has failed to elect a manner of payment (lump sum or
installment) in such Member's Initial Election Form, the Member's
Account shall be paid in a lump sum in accordance with the
provisions of this Section 5.1.
5.2 If a Member dies prior to distribution of all the
amounts credited to his or her Account under the Plan, any
amounts otherwise payable to him or her under the Plan shall be
distributed to such deceased Member's designated beneficiary or
beneficiaries and any reference to a Member in this Section V
shall then be deemed to include such designated beneficiary or
beneficiaries. Notwithstanding anything to the contrary herein
contained, any amounts which would otherwise become payable in
installments to a beneficiary in accordance with the foregoing
provision will instead be paid to such beneficiary in a lump sum
within the applicable time period provided in Section 5.1 hereof.
All beneficiary designations shall be in such a form and subject
to such limitations as may from time to time be prescribed by the
Committee and communicated in writing to the Secretary of the
Company. A Member may, from time to time, revoke or change any
beneficiary designation by filing a new written designation with
the Secretary. If there is no effective beneficiary designation
filed with the Secretary at the time of the Member's death,
distribution of amounts otherwise payable to the deceased Member
under this Plan shall be paid to the Member's estate. If a
beneficiary designated by the Member to receive his or her
benefits shall survive the Participant but die before receiving
the distributions of the Participant's Account balance hereunder,
the balance thereof shall be paid to such deceased beneficiary's
estate, unless the deceased beneficiary designates otherwise by a
written beneficiary designation, filed with the Secretary of the
Company, in which case such designation shall govern.
5.3 The Company shall deduct from the distributions to be
made to a Member or his or her designated beneficiary or
beneficiaries under this Plan any Federal, State or local
withholding or other taxes or charges which the Company is from
time to time required to deduct under applicable law. In the
event that the amount of any such required withholding exceeds
the amount then payable to the applicable Member in cash, the
Company may condition the delivery of any Company Common Stock
(or other securities, as the case may be) to such Member
hereunder on the receipt by the Company from such Member of an
amount in cash sufficient to pay the taxes required to be
withheld.
SECTION VI
RIGHTS AND DUTIES OF PARTICIPANTS AND MEMBERS
6.1 A Member's interest in this Plan and that of his or
her designated beneficiary is an unsecured claim against the
general assets of the Company and neither the Member nor any
other person shall have any interest in any fund or in any
specific asset or assets of the Company by reason of any amounts
credited to any Account hereunder, or any right to receive any
distributions under the Plan except as and to the extent
expressly provided in the Plan. The right of a Member to have
any amount credited to his or her Account as the result of events
such as the declaration of a dividend on the Company's Common
Stock does not constitute a right of such Member to receive any
amount with respect to any Common Stock except as and to the
extent set forth herein. No Member shall have any rights as a
stockholder with respect to any shares of Common Stock credited
to such Member's Stock Compensation Sub-Account until the date of
issuance of a certificate for such shares to such Member at the
time of distribution of the Account.
6.2 Each Director shall be entitled to receive an updated
copy of the Plan and, so long as he or she remains a Member,
shall be entitled to receive copies of any amendments to the Plan
within ten (10) days after their adoption.
6.3 To the extent permitted by law, the right of any
Member or any beneficiary to receive any payment hereunder shall
not be subject to alienation, transfer, sale, assignment, pledge,
attachment, garnishment or encumbrance of any kind. Any attempt
to alienate, sell, transfer, assign, pledge or otherwise encumber
any such payments whether presently or thereafter payable shall
be void. Any payments due hereunder shall not in any manner be
subject to debts or liabilities of any Member or beneficiary.
6.4 If any Member shall bring any legal or equitable
action against the Company by reason of being a Member under this
Plan or if it is necessary for the Company to bring any legal or
equitable action under this Plan against any Member or any person
claiming any interests by or through such Member, the results of
which shall be adverse to the Member or the person claiming an
interest by or through such Member, the cost of defending or
bringing such action shall be charged directly to and deducted
from the Account of the Member to the extent of the amount then
or thereafter credited to such Account.
6.5 Every person receiving or claiming payments under the
Plan shall be conclusively presumed to be mentally competent
until the date on which the Committee receives a written notice
in a form and manner acceptable to the Committee that such a
person is incompetent and that a guardian, conservator or other
person legally vested with the interest of his or her estate has
been appointed. In the event a guardian or conservator of the
estate of any person receiving or claiming payments under the
Plan shall be appointed by a court of competent jurisdiction,
payments under this Plan may be made to such guardian or
conservator provided that the proper proof of appointment and
continuing qualification is furnished in a form and manner
acceptable to the Committee. Any such payments so made shall be
a complete discharge of any liability or obligation of the
Company or the Committee regarding such payments.
6.6 Each person entitled to receive a payment under this
Plan, whether a Member, a duly designated beneficiary, a guardian
or otherwise, shall provide the Committee with such information
as it may from time to time deem necessary or in its best
interests in administering the Plan. Any such person shall also
furnish the Committee with such documents, evidence, data or
other information as the Committee may from time to time deem
necessary or advisable.
SECTION VII
ADMINISTRATION
7.1 The Plan shall be administered by the Committee. The
day to day administration of the Plan shall be administered by
the Management Committee. Under the direction and guidance of the
Committee, the Management Committee shall interpret the Plan,
shall recommend to the Committee amendments and recessions of
rules relating to it from time to time as it deems proper and in
the best interest of the Company and shall take any other action
necessary for the administration of the Plan. A Member who is
also a member of the Committee shall not participate in any
decision involving an election made by him or relating in any way
to his individual rights, duties and obligations as a Member
under the Plan.
7.2 The Management Committee may from time to time
establish rules and regulations for the administration of the
Plan and adopt standard forms for such matters as elections,
beneficiary designations and applications for benefits, provided
such rules and forms are not inconsistent with the provisions of
the Plan.
7.3 All determinations of the Committee and the Management
Committee, irrespective of their character or nature, including,
but not limited to, all questions of construction and
interpretations, shall be final, binding and conclusive on all
parties. In constructing or applying the provisions of this
Plan, the Company shall have the right to rely upon a written
opinion of legal counsel, which may be independent legal counsel
or legal counsel regularly employed by the Company, whether or
not any question or dispute has arisen as to any distribution
from the Plan.
7.4 The Company and/or the Committee or Management
Committee may consult with legal counsel, who may be independent
counsel or counsel regularly employed by the Company, with
respect to its obligations and duties hereunder or with respect
to any action or proceeding or any other questions of law and
shall not be liable for any action taken or omitted by it in good
faith pursuant to the advice of such counsel.
7.5 The Management Committee shall be responsible for
maintaining books and records for the Plan. Said books and
records shall only be open for examination by a Member or a duly
designated beneficiary to the extent that they specifically
involve the Account created for his or her benefit or any
payments which are to be made to him or her or his or her
beneficiary hereunder. Each Member shall be notified annually of
the balance in his or her Account (including the balances in the
Member's Cash Compensation Sub-Account and Stock Compensation
Sub-Account).
7.6 Neither the Committee, the Management Committee nor
any member of the Committee, Management Committee nor the Company
nor any other person who is acting on behalf of the Committee or
the Company shall be liable for any act or failure to act
hereunder except for gross negligence or fraud.
SECTION VIII
AMENDMENT OR TERMINATION
8.1 Subject to the approval of the Board of Directors, the
Committee may from time to time make such amendments to the Plan
as it may deem proper and in the best interest of the Company,
including, but not limited to, any amendment necessary to ensure
that the Company may obtain any regulatory approval referred to
above; provided, however, that to the extent required by
applicable law, regulation or stock exchange rule, stockholder
approval shall be required. Subject to Section 409A of the Code,
the Board may at any time suspend the operation of or terminate
the Plan. No amendment, suspension or termination may impair the
right of the Participant, or the Participant's designated
Beneficiary to receive benefits accrued prior to the effective
date of such amendment, suspension or termination.
SECTION IX
CONSTRUCTION AND EXPENSE
9.1 Whenever the context so requires, words in the
masculine include the feminine and words in the feminine include
the masculine and the definition of any term in the singular may
include the plural.
9.2 All Expenses of administering the Plan shall be paid
by the Company except as expressly provided herein to the
contrary.
9.3 The Plan shall be construed, administered and governed
in all respects under and by the applicable laws of the State of
Georgia.
IN WITNESS WHEREOF, the Company has caused this Plan to be
amended and restated effective as of January 1, 2006.
Attested: HAVERTY FURNITURE COMPANIES, INC.
/s/ Jenny Hill Parker By: /s/ Clarence H. Smith
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Jenny Hill Parker Clarence H. Smith
Corporate Secretary President and Chief Executive
Officer