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EXHIBIT 10.33
URANIUM RESOURCES, INC
1999 DEFERRED COMPENSATION PLAN
ARTICLE I
INTRODUCTION
1.1 This 1999 Deferred Compensation Plan (the "Plan") provides selected
executive employees and directors of Uranium Resources, Inc. and its wholly
owned subsidiaries an opportunity to defer a portion of their compensation for
calendar year 1999.
This document constitutes the entire Plan. Any and all prior or
contemporaneous oral or written communications hereby are superseded and
abolished.
ARTICLE II
DEFINITIONS AND GENERAL PROVISIONS
2.1 "ACCOUNT" or "ACCOUNTS" means the individual deferral accounts
separately maintained under this Plan on the books of the Corporation for the
benefit of each Participant. Each Account shall be credited with a Participant's
Earned Compensation less any portion of such Earned Compensation as to which
shares of Common Stock have been distributed in accordance with Article V.
2.2 "CODE" means the Internal Revenue Code of 1986, as amended and then
in effect.
2.3 "COMMITTEE" means the Plan Committee described in Article VII
hereof.
2.4 "COMMON STOCK" means the shares of the Corporation's common stock,
$.001 par value per share.
2.5 "CORPORATION" means Uranium Resources, Inc, a Delaware corporation,
together with any successor thereto which adopts this Plan by appropriate
written action.
2.6 "COMPENSATION" means those amounts otherwise payable in cash or by
check or electronic deposit by the Corporation to an Eligible Person as salary
for a Plan Year, which amounts are includable in his gross income for federal
income tax purposes (without regard to Compensation deferred under this or any
other plan maintained by the Corporation), including but not limited to
directors' fees, salary and bonus, but excluding any and all nonelective
contributions (including matching contributions) made by the Corporation to any
employee benefit plan (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended). Without limiting the
generality of the foregoing, the limitations imposed by Code Section 401(a)(17)
do not apply to Compensation as defined under the Plan.
2.7. "DEFERRAL PERCENT" means the portion (expressed as a percentage)
of the Compensation that a Participant elects to defer pursuant to Section 4.1
hereof.
2.8 "DEFERRED AMOUNT" means the amount of Compensation that a
Participant elects to defer pursuant to Section 4.1 hereof.
2.9 "DESIGNATED RECIPIENT" means any person who becomes entitled to
receive any distribution hereunder by reason of the death of a Participant.
2.10 "EARNED COMPENSATION" means at any date the amount of Compensation
that the Corporation is obligated to pay Participant for services rendered
before giving effect to the Participant's deferral election.
2.11 "EFFECTIVE DATE" of the Plan means January 11, 1999.
2.12 "ELIGIBLE PERSON" means any employee or director of the
Corporation or any of its wholly owned subsidiaries, but only so long as such
person meets all of the requirements of Section 3.1(a) of the Plan.
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2.13 "ERISA" means The Employee Retirement Income Security Act of 1974,
as amended and then in effect.
2.14 "PARTICIPANT" means any Eligible Person who defers Compensation
under the Plan.
2.15 "PLAN YEAR" means the period of time commencing January 11, 1999
and ending on December 31, 1999.
2.16 "SHARE PERCENT" means the portion (expressed as a percentage) of
the Deferred Amount that a Participant elects to receive in shares of Common
Stock.
2.17 "VESTED SHARES" means the number of shares of Common Stock
determined in accordance with Section 5.4.
2.18 GENERAL PROVISIONS. The masculine wherever used herein shall
include the feminine and singular and plural forms are interchangeable. Certain
terms of more limited application have been defined in the provisions to which
they are principally applicable. The division of the Plan into Articles and
Sections with captions has been done for convenience only and is not to be taken
as limiting or extending the meaning of any of its provisions.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 General Eligibility Conditions.
(a) To become eligible to participate in this Plan, an
individual must be (i) an executive employee or a director of the
Corporation or any of its wholly owned subsidiaries and (ii) designated
as an Eligible Person on Exhibit A.
(b) Once an Eligible Person becomes a Participant, such
individual shall continue to be eligible to defer Compensation under
the terms of this Plan until such individual fails to meet at least one
of the conditions described above. If a Participant ceases to meet such
conditions, his interest in the Plan and amounts deferred prior to the
date he ceases to be an Eligible Person shall continue to be held
subject to the terms of the Plan, and Vested Shares and Deferred
Amounts shall be distributable to him in accordance with Article VI.
For the purposes of Deferred Amounts that are to be distributed
thereafter and for such purpose only, such person shall continue to be
a Participant.
3.2 Deadline For Participation. To actively participate in the Plan, an
Eligible Person must execute a Deferred Compensation Election in the form
attached hereto as Exhibit C and shall file such election with the Committee on
or before January 11, 1999.
ARTICLE IV
DEFERRAL OF COMPENSATION
4.1 Deferral Elections. For any Plan Year, an Eligible Person may elect
to defer receipt of up to 100% of his Compensation. Once made the Compensation
deferral elections shall be irrevocable for the Plan Year unless the Corporation
and the Participant agree otherwise.
4.2 Period of Deferral. All amounts that the Participant elects to
defer shall be paid on January 11, 2006, subject to the Participant's right to
receive all or any portion of the amount deferred in shares of Common Stock as
set forth in Article V.
4.3 Vesting. A Participant shall always be one hundred percent (100%)
vested in amounts credited to his Account.
4.4 Base Salary for Other Purposes. Except as otherwise expressly
prohibited by law or the terms of a benefit plan, any Deferred Amounts shall
continue to be counted as part of the Participant's base salary for purposes of
any other contracts between Participant and the Corporation, including, without
limitation, those certain compensation agreements dated June 2, 1997 between the
Corporation and certain of the Participants.
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ARTICLE V
ELECTION TO RECEIVE COMMON STOCK
5.1 Share Election. For any Plan Year, a Participant may elect to
receive up to 100% of his Deferred Amount in shares of Common Stock. Once made
the Participant may not change the share election without the consent of the
Committee, except on the last day of each calendar quarter during the Plan Year.
Any such change shall be effective only with respect to Deferred Amounts
credited for the calendar quarters following such change.
5.2 Number of Shares to be Received. The number of shares of Common
Stock to be credited shall equal the Deferred Amount, multiplied by the Share
Percent and divided by $0.375, which was the price of the last trade of the
Common Stock on NASDAQ on January 11, 1999, the effective date of this Plan. No
fractional shares shall be issued.
5.3 Distribution of Shares. As of the last day of March, June,
September and December (each a "Distribution Date") during the Plan Year the
Corporation shall issue to each Participant his Vested Shares as set forth in
Section 5.4; provided, however, that the first distribution shall not occur
until the stockholders of the Corporation shall have approved the Plan; and
provided, further, however, that the Committee may elect to distribute shares of
Common Stock at different times in its sole and absolute discretion.
5.4 Vested Shares. A Participant shall have a vested interest only in
that number of shares of Common Stock determined in accordance with the
following formula: Vested Shares = Earned Compensation, Multiplied by Deferral
%, Multiplied by Share Percent and divided by $0.375.
5.5 Limitation on Sale of Shares. All certificates representing any of
the shares of Common Stock shall have endorsed thereon the following legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."
5.6 Withholding. The Corporation will make appropriate withholding for
all relevant federal, state and local tax purposes from the non-deferred portion
of Compensation for any Participant with respect to the shares of Common Stock
that a Participant has elected to receive based on a per share value of $0.375.
On each Distribution Date if the fair market value of the Common Stock is in
excess of $0.375 per share, the Corporation will be required to withhold
additional amounts based upon such excess. The source of such additional amounts
will be Compensation otherwise payable to the Participant on a Distribution
Date, to the extent sufficient. If such amounts are insufficient, the
Participant will be required to pay to the Corporation the appropriate amounts
as a condition to receipt of the shares.
ARTICLE VI
DISTRIBUTIONS
6.1 Distribution of Cash. All amounts credited to an Account as to
which a Participant has not elected to take such amount in shares of Common
Stock shall be distributed to the Participant or his Designated Recipient on
January 11, 2006; provided that the Committee may elect, in its sole and
absolute discretion, to distribute such Deferred Amounts at an earlier date.
6.2. Distribution of Shares of Common Stock. Any amounts as to which
the Participant has elected to receive shares of Common Stock as provided in
Article V shall be distributed to the Participant or his Designated Recipient as
provided in Article V.
6.3 If No Designated Recipient. If Participant has not designated a
Designated Recipient, any distribution hereunder after the death of a
Participant shall be payable first to his surviving spouse, if any, and if none,
to his estate.
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6.4 Effect of Termination of Employment. Upon termination of employment
of a Participant for any reason, including death, such Participant's Account
will be frozen on the date of termination. The Account shall be credited with a
Participant's Deferred Amount of the Earned Compensation through the date of
termination, and the Participant shall be entitled to receive on January 11,
2006 the Deferred Amount of the Earned Compensation less any of the Deferred
Amount received in shares of Common Stock pursuant to Article V.
ARTICLE VII
PLAN ADMINISTRATION
7.1 Administration. The Plan shall be administered by a committee as
provided in Section 7.2 hereof, as an unfunded deferred compensation plan.
7.2 Plan Committee.
(a) The Committee shall be the Corporation's Board of
Directors. No member of the Committee shall act or participate in any
action of the Committee directly affecting his own Account under the
Plan, unless such action is of general application to all Participants.
The Committee is authorized to interpret the Plan and, from time to
time, may adopt such rules and regulations, consistent with the
provisions of the Plan, as it may deem advisable to carry out the
purposes of the Plan.
(b) The Committee shall have all powers necessary to
accomplish the purpose of the Plan, including, but not limited to, (i)
the discretionary authority to interpret the Plan; (ii) the
discretionary authority to determine all questions relating to the
rights and status of Eligible Persons, Participants and Designated
Recipients; and (iii) the discretionary authority to make any and all
rules and regulations needed or advisable for the administration of the
Plan as are not inconsistent with the terms and provisions hereof.
(c) Without limiting the powers set forth herein, the
Committee shall have the power to: (i) change or waive in writing any
requirements of the Plan to conform with law or to meet special
circumstances not anticipated or covered in the Plan; (ii) determine
the times and places for holding meetings of the Committee and the
notice to be given of such meetings; (iii) employ or otherwise retain
such agents and assistants, counsel (who may be of counsel to the
Corporation herein), and clerical and other service providers as the
Committee may require in carrying out the provisions of the Plan; and
(iv) authorize one or more of their number, or any agent thereof, to
execute or deliver any instrument on behalf of the Committee.
7.3 Statement of Participant's Account. As soon as practicable
following the close of each Plan Year, and otherwise from time to time as the
Committee in its sole discretion may direct, the Committee shall mail, via first
class mail, to each Participant a written statement setting forth the Account of
such Participant as of the end of a Plan Year. Any statement provided in
accordance with this Section shall be deemed to have been accepted as correct,
unless written notice to the contrary is received by the Committee within thirty
(30) days after the mailing of such statement to the Participant.
7.4 Payment of Expenses. All costs and expenses incurred in
administering the Plan shall be paid by the Corporation.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.1 Amendment. The Corporation hereby reserves the right, at any time
and from time to time, by written action of its Board of Directors (or by
written action of an officer or officers of the Corporation to whom such Board
of Directors has expressly delegated the authority to amend the Plan), to amend,
modify or alter any or all of the provisions of the Plan without the consent of
any Eligible Person, Participant, Designated Recipient or other person; however,
no amendment shall operate retroactively so as to affect adversely any rights to
which a Participant may be entitled under the provisions of the Plan as in
effect prior to such action. Any such amendment, modification or alteration
shall be expressed in an instrument executed by an authorized officer or
officers of the Corporation, and shall become effective as of the date
designated in such instrument.
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8.2 Termination. The Corporation reserves the right to suspend,
discontinue or terminate the Plan, at any time, in whole or in part, by written
action of its Board of Directors, effective as of the date designated in such
written action, without the consent any Eligible Person, Participant, Designated
Recipient or other person.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1 Employment Remains At Will. Nothing in the adoption, maintenance or
operation of the Plan shall confer on any employee, Eligible Person or
Participant the right to continued employment by the Corporation or by any
affiliate or subsidiary corporation thereof, or be treated or considered
evidence of an intent to provide continued employment to such individual, or
affect in any way the right of the Corporation or such affiliate or subsidiary,
to terminate such individual's employment, at any time and for any reason. Any
question as to whether and when there has been a termination of a Participant's
employment, and the cause of such termination, shall be determined by the
Committee; any such determination by the Committee shall be final, binding and
conclusive.
9.2 Facility of Payments. Whenever, in the opinion of the Committee, a
person entitled to receive any payment, or installment thereof, is under a legal
disability or is unable to manage his financial affairs, the Committee shall
have the discretionary authority to direct payments to such person's legal
representative, or to a relative or friend of such person for his benefit.
Alternatively, the Committee may in its discretion apply the payment for the
benefit of such person in such manner as the Committee deems advisable. Any such
payment or application of benefits, made in good faith and in accordance with
the provisions of this Section, shall completely discharge any liability of the
Plan, the Corporation and the Committee with respect to such payment or
application of benefits.
9.3 Plan Is Unfunded; No Obligation to Fund. All Accounts or interests
in the Plan are unfunded and the Corporation shall have no obligation to
establish any special or separate fund, or segregate any of its assets in order
to assure the payment of any amounts due or becoming due and payable under the
Plan; however, to provide for the discharge of its obligations under the Plan,
the Corporation may in its sole discretion establish a fund in its name, or
acquire property or contract rights in its name; provided that no Participant or
other person (other than the Corporation) shall acquire a legal or equitable
interest in any such fund, property or contract. The right of a Participant or
his Designated Recipient to receive a distribution hereunder shall constitute an
unsecured claim against the general assets of the Corporation, and no
Participant or Designated Recipient or other person shall have any right in or
against any amounts credited under the Plan or any other specific assets of the
Corporation. All amounts credited under the Plan to any Accounts maintained for
or on behalf of a Participant shall constitute general assets of the Corporation
and may be disposed of by the Corporation at such time and for such purposes as
it may deem appropriate.
9.4 Anti-Alienation. No right, benefit or interest in the Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, partition, lien,
levy, encumbrance or charge; and any attempt to anticipate, alienate, sell,
assign, pledge, partition, lien, levy, encumber or charge the same shall be
void. No such right, benefit or interest shall be liable for or subject to the
debts, contracts, liabilities, or torts of the person entitled to such benefits,
including claims for alimony, marital assets or property, support, or separate
maintenance by the spouse of the Participant. If a Participant should become
insolvent or bankrupt, or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to benefits under this Plan, such Participant's
interest in the Plan, in the discretion of the Committee, shall be extinguished;
in such event, the Committee in its sole discretion may hold or apply the
interest at issue, or any part thereof, for the benefit of such Participant,
such Participant's spouse, or such Participant's Designated Recipient, in such
manner as the Committee in its sole discretion may deem proper. Notwithstanding
the generality of the foregoing, the Corporation shall have the unrestricted
right to set off against or recover out of any payments or benefits becoming
payable to or for the benefit of a Participant, at the time such payments or
benefits otherwise become payable hereunder, any amounts owed or owing to the
Corporation by such Participant.
9.5 Indemnification. Each Participant, by executing a Compensation
Deferral Agreement and becoming a Participant hereunder, acknowledges and agrees
to indemnify and hold the Corporation harmless from and against any damages,
losses and expenses (including without limitation litigation costs incurred by
the Corporation in connection with the administration of the Plan) arising from
third-party claims disputes involving such Participant's Plan interest
(including without limitation, tax liens and levies, creditors' claims,
garnishment and bankruptcy proceedings, and proceedings in domestic relations
court).
9.6 Unclaimed Interests. If the Committee shall at any time be unable
to make distribution or payment of benefits hereunder to a Participant or any
Designated Recipient of a Participant by reason of the fact that such
Participant's or Designated Recipient's whereabouts is unknown, the Committee
shall so certify, and thereafter
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the Committee shall attempt to locate such missing person. In the event that
such missing person is not located with seven (7) years, then the Committee
shall cause the Corporation to pay over to the Secretary of State of the state
whose law has jurisdiction over such matters any and all amounts then owed to
such person, in accordance with the unclaimed funds law of such state, and the
Corporation's obligations thereto shall thereupon be considered fully and
completely discharged and satisfied.
9.7 References to Code, Statutes and Regulations. Any and all
references in this Plan to any provision of the Code, ERISA, or any other
statute, law, regulation, ruling or order shall be deemed to refer also to any
successor statute, law, regulation, ruling or order.
9.8 Liability. The Corporation, and its directors, officers and
employees, shall be free from liability, joint or several, for personal acts,
omissions, and conduct, and for the acts, omissions and conduct of duly
appointed agents, in the administration of this Plan.
9.9 Governing Law; Severability. The Plan shall be construed according
to the laws of the State of Texas, and all provisions hereof shall be
administered according to the laws of that State, except to the extent preempted
by federal law (including, without limitation, ERISA). In the event that any one
or more of the provisions of the Plan shall for any reason be held to be
invalid, illegal, or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision of the Plan; rather, the
Plan shall be construed as if such invalid, illegal, or unenforceable provisions
had never been contained herein, and there shall be deemed substituted such
other provision as will most nearly accomplish the intent of the parties to the
extent permitted by applicable law.
9.10 Taxes. The Corporation shall be entitled to withhold and remit any
federal, state and local taxes from any distribution made hereunder which the
Corporation believes are necessary, appropriate or required by relevant law,
regulation or ruling.
9.11 Tax Consequences of Participation. While the Plan is designed to
provide Eligible Persons the opportunity to defer Compensation on a tax-deferred
basis, the Corporation makes no representation, warranty or guarantee of any
federal, state or local tax consequences of participation in the Plan to any
Participant or Designated Recipient (or personal representative or
attorney-in-fact for such Participant or Designated Recipient).
9.12 Stockholder Approval. Implementation of the portion of this Plan
that allows a Participant to make a share election is subject to the approval of
the stockholders of the Corporation. In the event that the stockholders of the
Corporation do not approve the share election aspect of this Plan, such aspect
of the Plan will be deleted and the remainder of the Plan shall continue to be
in full force and effect.
IN WITNESS WHEREOF, URANIUM RESOURCES, INC, by action of its Board of
Directors, has duly adopted Uranium Resources, Inc. 1999 Deferred Compensation
Plan, effective as of the 11th day of January, 1999.
URANIUM RESOURCES, INC
/s/ Paul K. Willmott
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Title: Director, President and Chief
Executive Officer (Principal
Executive Officer)
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EXHIBIT C
DEFERRED COMPENSATION ELECTION
THIS DEFERRED COMPENSATION ELECTION AGREEMENT is entered into pursuant
to the provisions of the Uranium Resources, Inc. 1999 Deferred Compensation Plan
("Plan"). All capitalized terms in this Agreement shall have the meanings
ascribed to them in the Plan.
1. Deferral Election. I hereby elect to defer receipt of the following
portion of my Compensation earned in respect of the calendar year 1999
(enter any desired percentage up to 100%):
I elect to defer ____% of my Compensation.
I understand that this election may not be changed except with the
consent of the Committee.
2. Deferral Period. All Deferred Amounts will be deferred until January
11, 2006, except for any portion of the Deferred Amount I elect to
receive in Common Stock.
3. Share Election. I hereby elect to receive the following percent of my
Deferred Amount in shares of Common Stock of the Corporation determined
by multiplying the Deferred Amount by the Share Percent and dividing
the product so obtained by $.0375 (enter any desired percentage up to
100%):
I elect to take ____% of my Deferred Amount in shares of
Common Stock.
I understand that this share election can only be changed on the last
day of each calendar quarter and that any such change will be effective
only with respect to Deferred Amounts credited for the calendar
quarters following such change.
4. I understand that this Plan does not provide me with any actual rights
or interests in any particular funds, securities or property of the
Company, or any property or assets held by any agent of the Company or
the Committee, or in any shares of Common Stock of Uranium Resources,
Inc. I also understand that my right to receive distributions under the
Plan makes me a general unsecured creditor of the Company with no
greater priority than any other general unsecured creditor of the
Company.
5. Designated Recipient: In the event of my death, I designate the
following individual or entity as beneficiary to receive distributions
under the Plan:
___________________________________________________
___________________________________________________
___________________________________________________
6. Stockholder Approval. I understand that my ability to receive shares of
Common Stock is subject to the approval of the Stockholders of Uranium
Resources, Inc. and that if such approval is not obtained, I will not
be able to receive any such shares of Common Stock. My election to
defer a portion of my Compensation is not contingent upon such
Stockholder approval.
7. By electing to receive shares of Common Stock, I represent that I am
acquiring the shares of Common Stock for my own account, as principal,
for investment, and not with a view to the resale of such shares of
Common Stock or any interest therein and further understand and agree
that the following restrictions and limitations are applicable to my
purchase and any resale or other transfer I may make of the shares of
Common Stock:
(i) The shares of Common Stock shall not be sold or otherwise
transferred unless the shares of Common Stock are registered under the
Securities Act and applicable state securities laws or are exempt
therefrom.
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(ii) A legend in substantially the following form will be placed on
any certificates or other documents evidencing the shares of Common
Stock:
THE SECURITIES REPRESENTED BY THIS INSTRUMENT OR DOCUMENT HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. WITHOUT SUCH
REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER,
EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OR THE SUBMISSION TO THE COMPANY OF SUCH
OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAW OR ANY RULE OR REGULATION PROMULGATED
THEREUNDER.
8. Distributions. I understand that distributions of shares of Common
Stock will be made as of the last day of March, June, September and
December (each a "Distribution Date") during the Plan Year; provided,
however, that the first distribution shall not occur until the
stockholders of the Corporation shall have approved the Plan; and
provided, further, however, that the Committee may elect to distribute
shares of Common Stock at different times in its sole and absolute
discretion. I further understand that all amounts credited to my
Account as to which I have not elected to take in shares of Common
Stock will be distributed to me or my Designated Recipient on January
11, 2006; provided that the Committee may elect, in its sole and
absolute discretion, to distribute such Deferred Amounts at an earlier
date.
9. Withholding. I understand that the Corporation will make appropriate
withholding for all relevant federal, state and local tax purposes from
the non-deferred portion of my Compensation with respect to the shares
of Common Stock that I have elected to receive based on a per share
value of $0.375. On each Distribution Date if the fair market value of
the Common Stock is in excess of $0.375 per share, the Corporation will
be required to withhold additional amounts based upon such excess. The
source of such additional amounts will be Compensation otherwise
payable to me on a Distribution Date, to the extent sufficient. If such
amounts are insufficient, I will be required to pay to the Corporation
the appropriate amounts as a condition to receipt of the shares.
10. Termination of Employment. I understand that upon my termination of
employment for any reason, including death, I will forfeit the right to
receive shares of Common Stock, except Vested Shares, and that my
account will be credited only with my Deferred Percent of Earned
Compensation to the date of such termination.
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11. Miscellaneous. I understand that this Agreement is subject to the
terms, conditions and limitations of the Plan, as in effect from time
to time, in all respects. I have received and reviewed the Plan as
currently in effect. I agree to accept as final and binding all
decisions and interpretations of the Committee relating to the Plan and
this Agreement.
______________________________________
Signature of Participant
______________________________________
Printed Name of Participant
______________________________________
Social Security Number of Participant
January 11, 1999
Received and accepted
on behalf of the Committee
this 11th day of January, 1999.
______________________________________
Paul K. Wilmott
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