Annual Plan retirement benefits are determined by multiplying an amount equal to 2.5% of each eligible participant's final average compensation by the number of years of a participant's service with the Company, up to a maximum of 20 years. "Final average compensation" means the average annual base salary paid by the Company to a participant during the most recent consecutive 36-month period immediately preceding his or her employment termination.

No benefits will be payable under the Plan unless a participant is continuously employed by the Company or one of its subsidiaries through the earliest of: (i) the date on which he or she becomes disabled, (ii) his or her retirement date after attaining age 58 and completing at least 15 years of service or (iii) following a change of control of the Company, in certain prescribed circumstances. If a participant violates the terms of any restrictive covenants that are applicable to the participant, including non-compete and non-solicitation covenants, all Plan benefits of such participant will immediately cease and be forfeited. In addition, a participant will forfeit his or her Plan benefits if his or her employment is terminated for "cause" as defined in the Plan.

Plan benefits are generally payable on a monthly basis over a 10-year period following retirement; provided that benefit payments to certain specified employees will be delayed for a period of six months after such retirement. If a qualified participant retires before reaching the age of 60, the amount of his or her monthly payment under the Plan will be reduced by one-half percent (0.5%) for each full month between the date benefits commence and the date the participant will attain age 60. A disabled participant will receive Plan benefits on a monthly basis over a 10-year period beginning on the date such participant reaches the age of 60.

If a participant dies prior to retirement, his or her beneficiary, if any, will be entitled to receive Plan benefits on a monthly basis over a 10-year period beginning on the date such participant would have reached the age of 60. If a participant dies after retirement, then all remaining Plan benefits due to him or her will be paid to his or her beneficiary, if any, as soon as practicable, in a lump sum equal to the present value of such remaining installments as of the date of payment.

If a participant's employment is terminated by the successor employer within six months following a change of control of the Company or if the successor employer fails to either offer a participant a retirement benefit comparable in value to the Plan benefit or confirm in writing that the participant will receive his or her benefits pursuant to the Plan, then the participant will be deemed to have met the continuous employment requirement. Such participant will receive Plan benefits on a monthly basis over a 10-year period after the earlier of the date (i) he or she turns 60 or (ii) he or she turns 58 and has completed at least 15 years of service.