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EXHIBIT 10.8.2
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
Article I - Purpose and Participation
The purpose of the Schweitzer-Mauduit International, Inc. Deferred
Compensation Plan for Non-Employee Directors ("Plan") is to enhance the ability
of Schweitzer-Mauduit International, Inc. ("SWM") to attract and retain as
members of its Board of Directors ("Board") individuals of outstanding
competence.
Article II - Definitions
As used within this document, the following words and phrases have the
meanings described in this Article II unless a different meaning is required by
the context. Some of the words and phrases used in the Plan are not defined in
this Article II, but for convenience, are defined as they are introduced into
the text. Words in the masculine gender shall be deemed to include the feminine
gender. Any headings used are included for ease of reference only, and are not
to be construed so as to alter any of the terms of the Plan.
2.1 Annual Deferral. The amount of the annual retainer or meeting fees
which the Director elects to defer in each Deferral Period pursuant to Article
3.2 of the Plan.
2.2 Beneficiary. An individual or entity designated by a Participant in
accordance with Article 8.11.
2.3 Board or Board of Directors. The Board of Directors of the
Corporation.
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2.4 Change of Control. For the purposes of this Plan, a Change of Control
shall mean the date as of which: (a) a third person, including a "group" as
defined in Section 13(d)(3) of the Securities Act of 1934, acquires actual or
beneficial ownership of shares of the Corporation having 15% or more of the
total number of votes that may be cast for the election of Directors of the
Corporation; or (b) as the result of any cash tender or exchange offer, merger
or other business combination, sale of assets or contested election, or any
combination of the foregoing transactions (a "Transaction"), the persons who
were Directors of the Corporation before the Transaction shall cease to
constitute a majority of the Board of Directors of the Corporation or any
successor to the Corporation.
2.5 Code. The Internal Revenue Code of 1986. Reference to a section of the
Code shall include that section and any comparable section or sections of any
future legislation that amends, supplements or supersedes such section.
2.6 Committee. The Compensation Committee of the Corporation's Board of
Directors.
2.7 Corporation. Schweitzer-Mauduit International, Inc.
2.8 Deferral Accounts. The Stock Unit Account and the Investment Account
established for each Director participating in this Plan pursuant to Sections
4.2 and 4.3, respectively, of the Plan.
2.9 Deferral Election. The election made by the Director pursuant to
Article 3.2 of the Plan.
2.10 Deferral Period. The Plan Year, or in the case of a new Director
elected during a Plan Year, the remaining portion of the Plan Year. In the case
of the first Plan Year, the Deferral Period commences April 1, 2000 and ends
December 31, 2000.
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2.11 Disability. Totally and Permanently Disabled, as defined in the
Corporation's Retirement Plan; provided that the Committee shall make a
determination of Disability for any Director in the Plan.
2.12 Effective Date. April 1, 2000.
2.13 Fair Market Value. Shall have the meaning given to such term in
Article 4.2.
2.14 IRS. The Internal Revenue Service.
2.15 Plan. The Schweitzer-Mauduit International, Inc. Deferred
Compensation Plan for Non-Employee Directors.
2.16 Plan Administrator. The Corporation's Board of Directors or a
committee thereof as appointed by the Board from time to time.
2.17 Plan Year. "Plan Year" means the 12-month period beginning each
January 1 and ending on the following December 31.
2.18 Rabbi Trust. The trust which the Corporation, as grantor, may
establish, in its discretion, as a trust intended to qualify under subpart E,
part I, Subchapter J, chapter 1, Subtitle A of the Code as a grantor trust for
the Plan.
2.19 Valuation Date. Shall have the meanings, as applicable, given to
such term in Sections 5.1, 5.2, 5.3 and 5.4.
Article III - Eligibility and Participation
3.1 Non-employee members of the Board ("Directors") may elect to defer
receipt of all or any portion of earned Director's annual retainer fees paid in
SWM common stock pursuant to the Schweitzer-Mauduit International, Inc. Outside
Director Stock Plan into a
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stock unit account (the "Stock Unit Account") and Board and committee meeting
fees, established by resolution of the Board from time to time and other
amounts paid to Directors in cash by the Corporation, into an Investment
Account (the "Investment Account")(collectively, the retainer fees, Board and
committee meeting fees and other sums are called "Director's Compensation"
herein). One-quarter of a Director's annual retainer fee shall be deemed earned
on the first business day of each calendar quarter and all Board and committee
meeting fees shall be deemed earned on the last business day of the calendar
month in which the meeting is attended by the Director.
3.2 Each Director must file with SWM's Vice President-Administration by
March 15, 2000 a Deferral Election Form (Exhibit I) indicating deferral amounts
elected during the remainder of calendar year 2000 ("Initial Period").
Following the Initial Period, a Director must submit a Deferral Election Form
to SWM's Vice President-Administration by December 15 indicating deferrals
elected for the following Plan Year.
3.3 If any individual initially becomes a Director during a Plan Year, he
or she may elect to defer Director's Compensation to be earned during that Plan
Year at any time before attendance at the first Board or committee meeting
following election to the Board.
Article IV - Deferred Compensation Accounts
4.1 For record-keeping purposes only, SWM shall maintain a Stock Unit
Account and an Investment Account.
4.2 Stock Unit Account. The Stock Unit Account shall consist of fictional
shares ("Stock Units") of SWM par value $0.10 common stock ("Common Stock")
accumulated and accounted for the sole purpose of determining the pay out in
shares of Common Stock or the cash equivalent upon any distribution of benefits
under this portion of a Director's deferred compensation.
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4.2.1 One quarter of the Director's deferred annual retainer fee will
be credited to the Stock Unit Account on the first trading day on the
New York Stock Exchange ("Trading Day") of each calendar quarter
during the Plan Year to the hypothetical purchase of whole or
fractional shares of Common Stock on that day.
4.2.2 For purposes of determining the number of whole or fractional
shares of Common Stock which shall be credited to the Stock Unit
Account, the hypothetical purchase shall be deemed to be made at Fair
Market Value on the date of the hypothetical purchase. For purposes of
Article 4.2, Fair Market Value shall be the mean between the high and
low sales prices of the Common Stock, on the relevant date as reported
on the composite list used by the Wall Street Journal for reporting
stock prices, or if no such trading in the Common Stock shall have
taken place on that day, on the last preceding day on which there was
such trading in the Common Stock.
4.2.3 The equivalent of any cash dividends paid with respect to the
shares of Common Stock shall be applied on the last business day of
the month in which such dividends are paid, based on the hypothetical
number of shares of Common Stock in the Stock Unit Account as of the
record date for such dividend, to the hypothetical purchase of whole
or fractional shares of Common Stock at Fair Market Value and credited
to the Stock Unit Account.
4.2.4 In the event SWM pays a stock dividend or reclassifies or
divides or combines its outstanding Common Stock then an appropriate
adjustment shall be made in the hypothetical number of shares of
Common Stock held in the Stock Unit Account.
4.3 Investment Account - As of the end of each calendar month in which a
Director would be entitled to payment of Board or committee meeting fees, SWM
shall credit to
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the Investment Account the amount of such meeting fees that were deferred by
the Director in the Deferral Election Form submitted for the applicable Plan
Year.
4.3.1 Any distribution of benefits from an Investment Account shall be
charged to that account as of the date such payment is made by SWM or
by the trustee of any Rabbi Trust established by the Corporation for
the Plan.
4.4 Earnings and Losses on the Investment Account - The Investment Account
balance shall be credited or debited, as the case may be, with deemed net
income, gain and loss, including the deemed net unrealized gain and loss based
on hypothetical investment directions made by the Participant with respect to
the Investment Account on the Deferral Election Form, in accordance with
investment options and procedures adopted by the Plan Administrator in its sole
discretion, from time to time.
4.5 Hypothetical Nature of Accounts - The Plan constitutes an unsecured
promise by SWM to make the benefit distributions in the future in the amount of
the cash account balance in the Investment Account, after adjustment for gains
or losses, and for the number of whole or fractional shares of Common Stock in
the Stock Unit Account. Any Deferral Account established for a Director under
this Plan shall be hypothetical in nature and shall be maintained solely for
the Corporation's record-keeping purposes so that any contributions can be
credited and deemed investment earnings and losses on such amounts can be
credited (or debited, as the case may be). Neither the Plan, the Investment
Accounts (or subaccounts) nor the Stock Unit Account shall hold any actual
funds or assets.
4.5.1 The right of any individual or entity to receive one or more
payments or distributions of shares of Common Stock under the Plan
shall be an unsecured claim against the general assets of the
Corporation. Any liability of the Corporation to any Director, former
Director, or Beneficiary with respect to a right to payment or
distribution shall be based solely upon contractual obligations
created by the Plan. The Corporation, the Board of Directors, the
Committee, the
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Plan Administrator and any individual or entity shall not be deemed to
be a trustee of any amounts to be paid or shares of Common Stock to be
distributed under the Plan. Nothing contained in the Plan, and no
action taken pursuant to its provisions, shall create or be construed
to create a trust of any kind, or a fiduciary relationship, between
the Corporation and a Director, former Director, Beneficiary, or any
other individual or entity.
4.5.2 The Corporation may, in its sole discretion, establish a Rabbi
Trust as a vehicle in which to place funds or shares of Common Stock
with respect to this Plan. If established, all benefits payable under
this Plan to a Director shall be paid directly by the Corporation from
the Rabbi Trust. To the extent that such benefits are not paid from
the Rabbi Trust, the benefits shall be paid from the general assets of
the Corporation and shall be reimbursed to the Corporation by the
Rabbi Trust at the Corporation's request upon presentation of
reasonable proof that the Corporation made such payment. The assets of
the Rabbi Trust shall be subject to the claims of the Company's
creditors in the event of its insolvency. Except as to any amounts
paid or payable to a Rabbi Trust, the Company shall not be obligated
to set aside, earmark or escrow any funds or other assets to satisfy
its obligations under this Plan, and the Directors shall not have any
property interest in any specific assets of the Corporation other than
the unsecured right to receive payments from the Corporation, as
provided in this Plan.
4.5.3 The Corporation does not in any way guarantee any Director's
Investment Account against loss or depreciation, whether caused by
poor investment performance, insolvency of a deemed investment or by
any other event or occurrence. In no event shall any employee,
officer, director, or stockholder of the Corporation be liable to any
individual or entity on account of any claim arising by reason of the
Plan provisions or any instrument or instruments implementing its
provisions, or for the failure of any Director, Beneficiary or other
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individual or entity to be entitled to any particular tax consequences
with respect to the Plan or any credit or payment of benefits
thereunder.
Article V - Benefits
5.1 Disability. If a Director suffers a Disability while serving as a
Director of the Corporation and before he is entitled to benefits under this
Plan, he shall receive the number of shares of Common Stock and the cash amount
credited to his Deferral Accounts as of the Valuation Date, which for purposes
of this Article 5.1 shall be the date on which the Director is determined by
the Committee to have suffered a Disability. No further investment gains or
losses shall be credited or debited against the Investment Account as of and
after the Valuation Date. Dividends shall continue to be paid on shares of
Common Stock in the Stock Unit Account and credited to that account in whole or
fractional shares of Common Stock in accordance with the Plan terms.
Distribution of benefits from the Deferral Accounts under this Article shall
commence within thirty (30) days of when the Committee determines the existence
of the Director's Disability and in accordance with the payment method elected
by the Director on his Deferral Election Form. Upon the Director's written
request and subject to approval of the Plan Administrator, exercised in its
sole discretion, an alternative benefit distribution method, including a lump
sum or shorter period of distribution, may be used.
5.2 Pre-Termination Survivor Benefit. If a Director dies before becoming
entitled to benefits under this Article, the Beneficiary or Beneficiaries
designated pursuant to Article 8.11 shall receive the cash amount and a
distribution of the number of shares of Common Stock credited to the Director's
Deferral Accounts as of the Valuation Date, which for purposes of this Article
5.2 shall be the date the Director died or the first business day thereafter if
such date falls on a holiday or a weekend. No further investment gains or
losses shall be credited or debited against the Investment Account as of and
after the Valuation Date. Dividends shall continue to be paid on shares of
Common Stock in the Stock Unit Account and credited to that account in whole or
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fractional shares of Common Stock in accordance with the Plan terms.
Distribution of any benefits under this Article shall be made within thirty
(30) days of the Director's death, or if later, within thirty (30) days of when
the Plan Administrator receives notification of or otherwise confirms the
Director's death.
5.3 Post-Termination Survivor Benefit. If a Director dies after benefits
have commenced, but prior to receiving complete payment of benefits under this
Plan, the Beneficiary or Beneficiaries designated under Article 8.11, shall
receive in a single lump sum the cash amount and a distribution of the number
of shares of Common Stock credited to the Director's Deferral Accounts as of
the Valuation Date determined in accordance with Article 5.2. No further
investment gains or losses shall be credited or debited against the Investment
Account as of and after the Valuation Date. Dividends shall continue to be paid
on shares of Common Stock in the Stock Unit Account and credited to that
account in whole or fractional shares of Common Stock in accordance with the
Plan terms. Distribution of any benefits under this Article shall be made
within thirty (30) days of the Director's death, or if later, within thirty
(30) days of when the Plan Administrator receives notification of or otherwise
confirms the Director's death.
5.4 Change of Control. If a Change of Control occurs before a Director
becomes entitled to receive benefits by reason of any of the above Articles or
before the Director has received complete payment of his benefits under this
Plan, he shall receive a lump sum payment of the cash amount and a distribution
of the shares of Common Stock credited to his Deferral Accounts as of the
Valuation Date which for purposes of this Article 5.4 shall mean the business
day immediately preceding the date on which the Company receives notice of
facts indicating that a Change of Control occurred. No further investment gains
or losses shall be credited or debited against the Investment Account as of and
after the Valuation Date. Dividends shall continue to be paid on shares of
Common Stock in the Stock Unit Account and credited to that account in whole or
fractional shares of Common Stock in accordance with the Plan terms.
Distribution of any benefits under this Article shall commence within thirty
(30) days of the Valuation Date.
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Article VI - Benefit Distributions
6.1 Distributions from either the Stock Unit Account or the Investment
Account or transfers between the two accounts shall not be allowed while the
individual remains a Director of SWM.
6.2 At the time of filing a Deferral Election Form, a Director must
indicate an election to receive distribution of: (1) the entire amount in the
Investment Account and a distribution of all shares of Common Stock in the
Stock Unit Account immediately following the end of the month in which the
participant is no longer a Director, (2) the entire balance in the Investment
Account and the Stock Unit Account in five (5) or ten (10) annual installments
with the initial distribution made in the following January. If no distribution
election is made by the Director or no election form is in effect at the time a
participant is no longer a Director, the balance of cash and shares of Common
Stock in such Director's Deferral Accounts will be distributed in installments
over five years. Annual installments shall be calculated each year by dividing
the remaining Investment Account balance and the number of shares of Common
Stock remaining the Stock Unit Account as of January 1 of that year by the
remaining number of installments.
6.2.1 Not less than twelve months prior to the date a Director
terminates service on the Corporation's Board, a Director may modify a
prior distribution election to a different form of distribution from
among those offered under the Plan.
6.2.2 At least ninety (90) days prior to the Directors first scheduled
distribution date, the Director may make a one-time, irrevocable,
written election to receive the distributions from the Stock Unit
Account in cash in an amount equivalent to the Fair Market Value of
the whole and fractional shares of Common Stock in the Director's
Stock Unit Account on the date such election is made.
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6.3 If the Director or former Director dies before all payments have been
made, distribution(s) shall be made to the beneficiary designated by the
Director in the Deferral Election Form. The designated beneficiary may be
changed from time to time by delivering a new Beneficiary designation in
writing to SWM's Vice President - Administration. If no designation is made, or
if the named beneficiary predeceases the Director, distributions of benefits
shall be made to the Director's estate.
Article VII - Establishment of Trust
7.1 Establishment of Trust. The Corporation may establish a Rabbi Trust
("Trust") for the Plan. If established, all benefits payable under this Plan to
a Director shall be paid directly by the Corporation from the Trust. To the
extent that such benefits are not paid from the Trust, the benefits shall be
paid from the general assets of the Corporation and shall be reimbursed to the
Corporation by the Trust at the Corporation's request upon presentation of
reasonable proof that the Corporation made such payment. Any Trust shall be an
irrevocable grantor trust which is intended to qualify as such under subpart E,
part I, Subchapter J, chapter 1, Subtitle A of the Code. The assets of the
Rabbi Trust are subject to the claims of the Corporation's creditors in the
event of its insolvency. Except as to any amounts paid or payable to a Trust,
the Corporation shall not be obligated to set aside, earmark or escrow any
funds or other assets to satisfy its obligations under this Plan, and the
Director and/or his designated Beneficiaries shall not have any property
interest in any specific assets of the Corporation other than the unsecured
right to receive payments from the Corporation, a as provided in this Plan.
7.2 Distribution of Benefits from the Trust. In the event a Trust is
established and benefit distributions are not made by the Corporation in
accordance with the terms of the Plan, a Director may petition the trustee of
the Trust directly for distribution of benefits and the trustee may make such
distributions directly to the Director upon the trustee's good faith
determination that the benefit distribution was in fact owed, was not
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timely made by the Corporation and that there are sufficient assets in the
Trust to make the distribution.
Article VIII - Miscellaneous
8.1 Benefits provided under this Plan are unfunded obligations of the
Corporation. Nothing contained in this Plan shall require the Corporation to
segregate any monies or other assets from its general funds or assets with
respect to such obligations. This Plan is not an employee benefit plan as
defined in the Employee Retirement Income Security Act of 1974, as amended, and
is not intended for the benefit of any common law employee of the Corporation.
8.2 The Board shall be the plan administrator of this Plan and shall be
solely responsible for its general administration and interpretation and for
carrying out the provisions hereof, and shall have all such powers as may be
necessary to do so. The Board shall have the right to delegate from time to
time the administration of the Plan, in whole or in part, to any committee of
the Board. The decisions made, and the actions taken, by the Board or any
committee thereof in the administration of the Plan shall be final and
conclusive on all persons, and no member of the Board or any committee thereof
shall be subject to individual liability with respect to the Plan.
8.3 Neither the Director nor any beneficiary nor any next-of-kin shall have
the right to assign or otherwise alienate the right to receive payments
hereunder, in whole or in part, which payments are expressly non-assignable and
non-transferable, whether voluntarily or involuntarily. Any attempt to
alienate, sell, transfer, assign, pledge or otherwise encumber any such amount,
whether presently or thereafter payable, shall be void. Except as required by
law, no benefit payable under this Plan shall in any manner be subject to
garnishment, attachment, execution or other legal process, or be liable for or
subject to the debts or liability of any Director.
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8.4 The Corporation shall withhold from amounts paid under this Plan any
taxes or other amounts required to be withheld by law.
8.5 The Board may at any time modify, amend or terminate the Plan for
whatever reasons it may deem appropriate. No amendment or termination shall (a)
impair the rights of a participant with respect to amounts then in the
participant's account of (b) be effective without the written consent of the
Directors. All references to action by the Directors shall mean a vote of a
majority of the total number of Directors authorized by the Board unless such
action may potentially result in the loss of deferred tax treatment of the plan
benefits, in which case the unanimous vote of the Board shall be required.
8.6 Each Director in the Plan will receive a quarterly statement indicating
the dollar amount credited to the participant's Investment Account and the
number of shares of Common Stock in the Unit Stock Account as of the end of the
preceding calendar quarter.
8.7 This Plan shall become effective with respect to annual retainer and
meeting fees earned on and after April 1, 2000 with all elections and
designations filed by the Directors prior to April 1, 2000 becoming effective
as of such date.
8.8 Good Faith Distribution of Benefits. Any distribution of benefits made
in good faith in accordance with provisions of the Plan shall be a complete
discharge of any liability for the making of such payment under the provisions
of this Plan.
8.9 Binding Effect. The provisions of this Plan shall be binding upon the
Corporation and its successors and assigns and upon every Director and his
heirs, Beneficiaries, estates and legal representatives.
8.10 Director Change of Address. Each Director entitled to benefits shall
file with the Corporation's Vice President Administration, in writing, any
change of address. Any check representing payment and any communication
addressed to a Director or a
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former Director at this last address filed with the Corporation's Vice
President - Administration, or if no such address has been filed, then at his
last address as indicated on the Corporation's records, shall be binding on
such Director for all purposes of the Plan, and neither the Plan Administrator,
the Corporation, any trustee, nor any other payor shall be obliged to search
for or ascertain the location of any such Director. If the Plan Administrator
is in doubt as to the address of any Director entitled to benefits or as to
whether benefit payments are being received by a Director, it shall, by
registered mail addressed to such Director at his last known address, notify
such Director that:
(i) All unmailed and future Plan payments shall be withheld until
Director provides the Plan Administrator with evidence of
such Director's continued life and proper mailing address;
and
(ii) Director's right to any Plan payment shall, at the option of
the Committee, be canceled forever, if, at the expiration of
five (5) years from the date of such mailing, such Director
or his Beneficiary shall not have provided the Committee with
evidence of his continued life and proper mailing address.
8.11 Designation of Beneficiary. Each Director shall designate, by name, on
the Deferral Election Form, the Beneficiary(ies) who shall receive any benefits
which might be payable after such Director's death. A Beneficiary designation
may be changed or revoked in writing by the Director making the designation
without such Beneficiary's consent at any time or from time to time in the
manner as provided by the Plan Administrator, and the Plan Administrator shall
have no duty to notify any individual or entity designated as a Beneficiary of
any change in such designation which might affect such individual or entity's
present or future rights. If the designated Beneficiary does not survive the
Director, all amounts that would have been paid to such deceased Beneficiary
shall be paid to the Director or to his estate.
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8.11.1 No Director shall designate more than three (3) simultaneous
Beneficiaries, and if more than one (1) Beneficiary is named, Director
shall designate the share to be received by each Beneficiary. Despite
the limitation of three (3) Beneficiaries, a Director may designate
more than three (3) Beneficiaries provided such beneficiaries are the
surviving spouse and children of the Director. If a Director
designates alternative, successor, or contingent Beneficiaries, such
Director shall specify the shares, terms and conditions upon which
amounts shall be paid or shares of Common Stock distributed to such
multiple, alternative, successor or contingent beneficiaries. Any
payment made under this Plan or distribution of shares of Common Stock
after the death of a Participant shall be made only to the Beneficiary
or Beneficiaries designated pursuant to this Section.
8.12 Claims. Any claim for benefits must initially be submitted in writing
to the Corporation's Vice President Administration. If such claim is denied (in
whole or in part), the claimant shall receive notice from the Plan
Administrator, in writing, setting forth the specific reasons for denial, with
specific reference to applicable provisions of this Plan. Such notice shall be
provided within ninety (90) days of the date the claim for benefits is received
by the Corporation's Vice President - Administration, unless special
circumstances require an extension of time for processing the claim, in which
event notification of the extension shall be provided to the claimant prior to
the expiration of the initial 90-day period. The extension notification shall
indicate the special circumstances requiring the extension of time and the date
by which the Plan Administrator expects to render its decision. Any such
extension shall not exceed 90 days. Any disagreements about such
interpretations and construction may be appealed in writing by the claimant
within sixty (60) days to the Plan Administrator. The Plan Administrator shall
respond to such appeal within sixty (60) days, with a notice in writing fully
disclosing its decision and its reasons, unless special circumstances require
an extension of time for reviewing the claim, in which event notification of
the extension shall be provided to the claimant prior to the expiration of the
initial sixty (60) day period. Any such extension shall be provided to the
claimant prior to the commencement of the
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extension. Any such extension shall not exceed 60 days. No member of the Board,
or any committee thereof, and no officer, employee or agents of the Corporation
shall be liable to any individual or entity for any action taken hereunder,
except those actions undertaken with lack of good faith.
8.12.1 Provided that the Corporation has established a Rabbi Trust for
the Plan pursuant to which the trustee has agreed to act in a capacity
other than as a directed trustee in the event of a Change in Control,
the trustee of the Trust shall perform the duties of the Plan
Administrator under this Article 8.12 following a Change of Control.
8.13 Nothing contained in the Plan shall be construed as a commitment by the
Board to nominate any person for election or re-election to the Board. Nothing
contained in this Plan shall be construed to create a right in any person to be
elected or to continue to serve as a Director.
8.14 The adoption of this Plan shall have no effect on the existing
Schweitzer-Mauduit International, Inc. Outside Directors Stock Plan. Nothing
contained in this Plan shall prevent SWM from adopting other or additional
compensation plans or arrangements for its non-employee Directors.
8.15 Governing Law. To the extent not superseded by the laws of the United
States, the laws of the State of Georgia shall be controlling in all matters
relating to this Plan.
8.16 Severability. In the event any provision of this Plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan, and the Plan shall be interpreted
and enforced as if such illegal and invalid provisions had never been set
forth.
Adopted and approved by the Board of Directors the 24th day of February 2000