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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 28, 2005
THE WASHINGTON POST COMPANY
Exact name of registrant as specified in its charter)
Delaware 1-6714 53-0182885
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1150 15th Street, 20071
N.W. Washington, D.C. (Zip Code)
(Address of principal
executive offices)
(202) 334-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Item 1.01(a) On February 24, 2005, the Board of Directors
of the Company approved a series of amendments to TheWashington
Post Company Deferred Compensation Plan (the Plan) designed
to bring the Plan into compliance with new Section 409A of
Internal Revenue Code of 1986.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Item 9.01(c) Exhibits
Exhibit No. Description
10.1 The Washington Post Company Deferred Compensation
Plan Amended and Restated Effective February 24,
2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
The Washington Post Company
(Registrant)
Date February 28, 2005 /s/ John B. Morse, Jr.
(Signature)
John B. Morse, Jr.
Vice President, Finance
EXHIBIT INDEX
Exhibit No. Description
Exhibit 10.1 The Washington Post Company Deferred Compensation
Plan Amended and Restated Effective February 24, 2005.
THE WASHINGTON POST COMPANY
DEFERRED COMPENSATION PLAN
Amended and restated effective February 24, 2005
Table of Contents
Section 1. Purpose 2
Section 2. Definitions 3
Section 3. Deferral Elections 7
Section 4. Treatment of Deferred Amounts 9
Section 5. Payment of Deferred Accounts 10
Section 6. Administration and Amendment 12
THE WASHINGTON POST COMPANY
DEFERRED COMPENSATION PLAN
Section 1. Purpose.
The Washington Post Company Deferred
Compensation Plan (the Plan) is an unfunded plan
established for the purpose of offering a select
group of management and other highly compensated
key employees and non-employee directors the
opportunity to defer the receipt of compensation
payments or fees that would otherwise become payable
to them currently for the periods provided in the Plan.
This Plan is strictly a voluntary undertaking
on the part of the Company and shall not be deemed to
constitute a contract of employment or part of a
contract between the Company and any employee or
any employee of an Affiliate or any director,
nor shall it be deemed to give any employee the
right to be retained in the employ of the Company or
an Affiliate, as the case may be, or to interfere
with the right of the Company or an Affiliate, as
the case may be, to discharge any employee at
any time, or to establish the terms and conditions
of employment of any employee nor shall it be deemed
to give any director the right to be retained as a
director of the Company.
Benefits from this Plan shall be payable
solely from the general assets of the Company and
participants herein shall not be entitled to look to
any source for payment of such benefits
other than the general assets of the Company.
To the extent Section 409A of the Internal
Revenue Code of 1986 applies to the Plan, the terms of
the Plan are intended to comply with Section 409A and
shall be interpreted and administered in accordance
with Section 409A and any governmental regulations and
other guidance issued thereunder. To the extent any
provision of this Plan that is intended to comply with
Section 409A must be effective as of January 1, 2005,
such provision shall be effective as of such date.
Section 2. Definitions.
As used in this Plan, the following words
shall have the following meanings:
(a) Affiliate means any corporation
(other than the Company) 50% or more of the outstanding
stock of which is directly or indirectly owned by the
Company and any unincorporated trade or business which
is under common control with the Company as determined
in accordance with Section 414(c) of the Code. Except
with respect to Grandfathered Deferred Compensation,
the term Affiliate shall include any other entity
required to be aggregated with the Company under
Section 409A.
(b) Annual Incentive Compensation means
any bonus awarded to a Participant and payable in cash
under the Companys Incentive Compensation Plan or any
other annual bonus program maintained by the Company or
an Affiliate.
(c) Beneficiary means the person, persons
or entity designated in writing by the Participant to
receive his or her Participant Account in the event of
his or her death. If no effective designation of
beneficiary is on file with the Committee, then
such amounts that would otherwise be payable to a
Beneficiary will be paid to the surviving spouse of
the Participant, or, if there is no surviving spouse,
then to the Participants estate.
(d) Code means the Internal Revenue
Code of 1986, as amended. References herein to
Section 409A and other sections of the Code shall
apply to any successor provisions.
(e) Committee means the Compensation
Committee of the Board of Directors or such other
Committee appointed by the Board to administer the
Plan.
(f) Company means The Washington Post
Company, a Delaware Corporation, and any successors
in interest thereto.
(g) Deferred Compensation means any
amounts deferred under this Plan in accordance with
Section 3, together with any investment credits
thereto under Section 4.
(h) Designated Deferral Period means:
(I) Except for Grandfathered
Deferred Compensation, one of the following periods
as selected by the Participant with respect to his or
her Deferred Compensation for the particular Plan Year
or Short Year: (1) until a specified date in the
future; or (2) until a date which is the end of the
calendar month (or a designated subsequent period)
following the month that the Participant ceases to
be an employee of the Company or an Affiliate or
ceases to be an Eligible Director, provided,
however, that if an employee Participant selects
a date determined on the basis of the date such
Participant ceases to be an employee of the
Company or an Affiliate and such Participant
is a Specified Employee, then, notwithstanding
such Participants election, the Designated
Deferral Period for such Plan Year or Short
Year shall end on the later of (i) the date
selected by such Participant, or (ii) the end
of the sixth-month period following the date
such Participant ceases to be such an employee.
For purposes of this subparagraph, it shall not
be considered a termination of employment when a
Participant is granted a military or personal leave
of absence by the Company or an Affiliate or when a
Participant is transferred from the Company
to an Affiliate or from an Affiliate to the Company
or another Affiliate. Notwithstanding any other
provision of this subparagraph or of this Plan and
except as is otherwise required in the case of a
Specified Employee as set forth in clause
(2) above, a Participant may not defer the date on
which payment of his or her Deferred Compensation
is made or commences beyond the later of (i) the
first of the calendar month following his or her
65th birthday, or (ii) the end of the calendar
month following the month in which the
Participant ceases to be an employee of the
Company or an Affiliate or an Eligible Director
of the Company.
(II) In the case of Grandfathered
Deferred Compensation, one of the following
periods as selected by the Participant with respect
to his or her Grandfathered Deferred Compensation
for the particular Plan Year or Short Year:
(1) until a specified date in the future; or
(2) until a date which is the end of the
calendar month (or a designated subsequent period)
following the month in which the Participant
ceases to be an employee of the Company or an
Affiliate or ceases to be an Eligible Director.
For purposes of this subparagraph, it shall not
be considered a termination of employment when a
Participant is granted a military or personal
leave of absence by the Company or an Affiliate
or when a Participant is transferred from the
Company to an Affiliate or from an Affiliate
to the Company or another Affiliate.
Notwithstanding any other provision of this
subparagraph or of this Plan, a Participant
may not defer the date on which payment of
his or her Grandfathered Deferred Compensation
is made or commences beyond the later of
(i) the first of the calendar month following
his or her 65th birthday, or (ii) the end of
the calendar month following the month
in which the Participant ceases to be an employee
of the Company or an Affiliate or an Eligible
Director of the Company.
(i) Effective Date means November 15,
1996,in the case of employees of the Company
or an Affiliate, and October 1, 1997, in the
case of Eligible Directors.
(j) Eligible Director means any member of
the Board of Directors of the Company who is not an
employee of the Company or an Affiliate and who is
entitled to receive fees for service as a director.
(k) ERISA means the Employee Retirement
Income Security Act of 1974, as amended.
(l) Grandfathered Deferred Compensation
means any Deferred Compensation under the Plan,
togetherwith any investment credits thereto under
Section 4, that is not subject to Section 409A
of the Code pursuant to the effective date rules
set forth in Section 885(d) of the American Jobs
Creation Act of 2004, P.L. 108-357. In the case
of an employee Participant, Grandfathered Deferred
Compensation shall include and be limited to
deferred Incentive Compensation payable with
respect to 2003 and prior Plan Years; in the
case of an Eligible Director Participant,
Grandfathered Deferred Compensation shall include
and be limited to deferred directors fees for
services performed as a director in 2004 and
prior Plan Years.
(m) Incentive Compensation means Annual
Incentive Compensation and Long-Term Incentive
Compensation.
(n) Investment Election means an
election filed by a Participant selecting the
investment credit factor(s) that will be applicable
to the Participant Accounts of the Participant.
The Committee shall determine the manner in which
Investment Elections may be made and the frequency
with which such elections may be prospectively changed.
(o) Long-Term Incentive Compensation means
any bonus awarded to a Participant and payable in cash
under the Performance Unit provisions of the Companys
Incentive Compensation Plan or another special long-term
incentive compensation plan maintained by the Company or
an Affiliate that provides the opportunity for a cash
bonus payment at the end of a specified period
(minimum two years) based on the attainment of
specific performance goals.
(p) Participant means (i) an employee
of the Company or an Affiliate recommended by the
Companys senior management and designated a
participant in this Plan by the Committee, who
is within the category of a select group of
management or highly compensated employees as
referred to in Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA for any Plan Year and who
is a participant in the Companys Incentive
Compensation Plan or any other incentive
program maintained by the Company or an Affiliate
or (ii) an Eligible Director who elects to
participate in the Plan.
(q) Participant Account means a
separate account representing the value of a
Participants Deferred Compensation with respect
to any Plan Year or Short Year. A Participant
may have more than one Participant Account,
reflecting separate year deferral elections.
A separate Participant Account or Accounts
will be maintained for all Grandfathered Deferred
Compensation.
(r) Payout Period means either
(i) a lump sum or (ii) a series of annual
installments, which may not be less than 2
nor more than 10, over which a Participant
Account shall be paid.
(s) Plan Year means a calendar year.
(t) Short Year means (i) the remainder
of the Plan Year following the Effective Date of
this Plan and (ii) the remainder of the Plan Year
following the date an employee first becomes a
Participant in this Plan if other than the
beginning of a Plan Year.
(u) Specified Amount means the
portion of the Participants Incentive Compensation
for a particular Plan Year or Short Year which the
Participant elects in writing to defer hereunder,
provided that such amount shall not be less than
$10,000 or the portion of the Participants
directors fees for a particular Plan Year or
Short Year which the Participant elects in
writing to defer hereunder, as the case may be.
(v) Specified Employee means an
employee who is defined as a specified employee
in Section 409A(a)(2)(B)(i) of the Code.
Section 3. Deferral Elections
(a) Subject to the limitations
described below, each Participant may elect
to have the payment of a Specified Amount of
his or her Incentive Compensation or annual
directors fees, as the case may be, deferred
pursuant to this Plan for the Designated
Deferral Period.
(b) A deferral election must be an
irrevocable written election made on a form
prescribed by the Committee within a period
specified by the Committee which, (I) for an
employee Participant (1) in the case of Annual
Incentive Compensation shall end no later than
the last day of the Plan Year preceding the
Plan Year for which such Incentive Compensation
would be payable, and (2) in the case of Long-Term
Incentive Compensation shall end no later than the
last day of the Plan Year preceding the last Plan
Year in the period for which such Incentive
Compensation would be payable, and (II) for an
Eligible Director, shall end no later than the
last day of the Plan Year preceding the Plan
Year in which the annual directors fees are
earned. Notwithstanding the foregoing, in the
event any Incentive Compensation that
constitutes performance-based compensation under
Section 409A of the Code is payable with respect
to any period of at least 12 months that does
not correspond to one or more Plan Years, the
specified period established by the Committee
for such Incentive Compensation shall end no
later than six months before the end of the
period for which such Incentive Compensation
would be payable. In the event of a Short
Year, the specified period established by
the Committee shall end no later than 30 days
following the date the employee or
Eligible Director first becomes eligible
to participate in the Plan, and, except
as otherwise permitted under Section 409A
of the Code, such deferral election shall
apply only to Incentive Compensation or
annual directors fees earned after the
date of the Participants deferral election.
(c) Each deferral election shall
set forth the Specified Amount of the
Participants Incentive Compensation or
annual directors fees, as the case may be, for
the period covered by the election
that the Participant desires to have deferred,
the Designated Deferral Period, and the Payout
Period. After the latest date that a
deferral election may be made, a Participant
may not change the election, except as follows:
(I) Except for Grandfathered
Deferred Compensation, a Participant may file a
change in the Designated Deferral Period and/or
the Payout Period with respect to his or her
deferral election for any Plan Year or Short Year;
provided that (1) such change will be given
effect only if made at least 12 months before
the end of the previously elected Designated
Deferral Period (or at least 12 months before
actual termination of employment or termination
of service as an Eligible Director if the
previously elected Designated Deferred Period was
based on such a termination), (2) any change
in the Designated Deferral Period must extend
the Designated Deferral Period for a minimum
of 60 months, and (3) the change in the
dates of payment resulting from a change
in the Designated Deferral Period and/or
the Payout Period must have the effect of
extending such dates for the minimum period
or periods required under Section 409A of the Code.
(II) In the case of Grandfathered
Deferred Compensation, a Participant may file a
change in the Designated Deferral Period and/or
the Payout Period with respect to his or her
deferral election for any Plan Year or Short Year,
provided that (1) such change will be given effect
only if made at least 12 months before the
end of the previously elected Designated
Deferral Period (or at least 12 months
before actual termination of employment or
termination of service as an Eligible
Director if the previously elected Designated
Deferred Period was based on such a termination),
(2) any change in the Designated Deferral
Period to a specified date must extend the
Designated Deferral Period for a minimum of
30 months (in the case of a change from one
specified date to another specified date),
or until a date not less than 42 months after
the election is filed (in the case of a change
from termination of employment or termination
of service as an Eligible Director to a
specified date), and (3) a change in the
Designated Deferral Period from a specified
date to a date based on termination of
employment or termination of service as an
Eligible Director will be given effect
only if made at least 12 months before such
termination. This Section 3(c)(II) shall
apply to changes filed after July 31, 2005.
Changes filed before that date shall be
subject to the Plan terms and procedures
in effect prior to the addition of this
Section 3(c)(II).
(d) The Committee may, from
time to time, set limitations on the amount of
a Participants Incentive Compensation or
directors fees, as the case may be, which may
be subject to deferral under this Plan,
including but not limited to establishing
annual limitations relating to particular
employment positions or levels of
Participants and/or compensation levels.
Any applicable limitations will
be set forth on the deferral election form
relating to the Plan Year for which such
limitations are applicable.
(e) A Participant will be 100%
vested in his or her Participant Account at
all times.
Section 4. Treatment of Deferred Amounts.
(a) The Company shall maintain on its
books a separate Participant Account for each
Participant who has deferred compensation under
this Plan with respect to any Plan Year
or Short Year. The amount of such Deferred
Compensation shall be credited to such
Participant Account on the date or dates
during the Plan Year on which the Deferred
Compensation would have been payable to
the Participant but for the deferral under
this Plan.
(b) Each Participant Account shall
be deemed to earn investment credits
reflecting gains or losses with respect
to each Plan Year or Short Year in accordance
with the Participants individual Investment
Election. The Committee shall determine the
investment credit factors that will be offered
in any Plan Year. Beginning with the applicable
Effective Date, the investment credit factors
will be the equivalent rates of return
generated by the investment options offered
under the 401(k) plan maintained by the Company
covering eligible corporate office employees and
shall continue to be such factors unless
otherwise determined by the Committee.
(c) Each Participant must file an
Investment Election at the time he or she
first files a deferral election. The Investment
Election will determine the investment credit
factors that will be applicable to the Deferred
Compensation in the Participant Accounts of
such Participant. A Participant may file a
new Investment Election at any time. In
the event a Participant fails to complete
a valid Investment Election, his or her
Deferred Compensation will be credited
with the investment credit amounts equivalent
to the rates of return generated by the money
market option under the Companys 401(k)
plan referred to above.
(d) The Company will add to (or
subtract from) each Participant Account the
appropriate amounts, in accordance with the
Participants Investment Election, calculated
no less frequently than the last day of each
calendar quarter.
(e) No assets shall be segregated
or earmarked in respect of any Participant
Account and no Participant shall have any
right to assign, transfer, or pledge his or
her interest, or any portion thereof, in his
or her Participant Accounts. The Plan and
the crediting of accounts hereunder shall
not constitute a trust and shall merely be
for the purpose of recording an unsecured
contractual obligation. All amounts payable
pursuant to the terms of this Plan shall be
paid from the general assets of the Company.
(f) Until the entire balance in all
of the Participant Accounts of a Participant has
been paid in full, the Company will furnish or
cause to be furnished to each Participant a
report, at least annually, setting forth the
credits and debits to each Participant Account
and the status of all Participant Accounts
of such Participant.
Section 5. Payment of Deferred Accounts.
(a) The amount to be paid to a
Participant following the expiration of
the Designated Deferral Period with respect
to any Participant Account shall be computed
on the basis of the balance of the Participant
Account (i.e., the original Deferred
Compensation amount plus and minus cumulative
investment credits under Section 4 and minus
any payments previously made) as of the
payment date.
(b) All payments of amounts under
this Plan shall be made in cash.
(c) Notwithstanding the Designated
Deferral Period or the Payout Period selected
by the Participant, if the employment of an
employee Participant or the services as a
director of an Eligible Director Participant
are terminated as a result of the Participants
death or permanent disability, the entire
Participant Account shall be payable in a
lump sum to such Participant (or, in the case of
death, to his or her Beneficiary) as soon as
practical but not later than the end of the
calendar quarter following the Participants
death or permanent disability. A Participants
employment shall be deemed to have been
terminated as a result of permanent disability:
(i) in the event the Participant is considered
disabled within the meaning of Section 409A of
the Code; or (ii) in the case of
Grandfathered Deferred Compensation, in the
event the Participant suffers a physical
illness, injury or other impairment in respect
to which the Participant is entitled to
receive benefits under the long-term
disability plan maintained by the Company
(or, in the case of a Participant who is
an Eligible Director, would have been so
entitled if he or she were eligible to
participate in such plan), provided the
Participant is expected to remain on
permanent disability for an indefinite
period of time.
(d) Notwithstanding any other
provision of this Plan to the contrary, a
Participants Deferred Compensation (other
than a Participants Grandfathered Deferred
Compensation) shall become payable upon
the Participants incurring an unforeseeable
emergency within the meaning of Section 409A
of the Code. In such event, the amount of
Deferred Compensation payable with respect
to the unforeseeable emergency shall not
exceed the amount necessary to satisfy the
emergency plus the amount necessary to satisfy
taxes reasonably anticipated as a result of the
emergency payment; the amount necessary to
satisfy the emergency shall be determined
taking into account the extent to which the
financial hardship caused by the emergency is
or may be relieved through reimbursement or
compensation by insurance or otherwise or by
liquidation of the Participants assets
(to the extent the liquidation of such assets
would not itself cause severe financial
hardship).
(e) Notwithstanding any other
provision of this Plan to the contrary, the
Committee, in its sole discretion, is
empowered to accelerate the payment of a
Participants Grandfathered Deferred Compensation,
without a prepayment penalty, to a Participant for
any reason the Committee may determine to be
appropriate. Neither the Company nor the
Committee shall have any obligation to make
any such acceleration for any reason whatsoever.
(f) Notwithstanding any other provision
of this Plan to the contrary, in no case may the
payment of any Deferred Compensation, other than
Grandfathered Deferred Compensation, be accelerated
under this Plan, except as otherwise may be
permitted under Section 409A of the Code.
(g) Notwithstanding any other provision
of this Plan to the contrary, the Committee shall
have the authority to require deferral of a
Participants Grandfathered Deferred
Compensation beyond the expiration of the
Designated Deferral Period to the extent
necessary to avoid a limitation on the
deductibility by the Company of the deferred
amount under Section 162(m), or any other
applicable provision, of the Code.
Section 6. Administration and Amendment
(a) This Plan shall be administered
by the Committee. All decisions and
interpretations of the Committee shall be
conclusive and binding on the Company, its
Affiliates and the Participants. The
Committee may at any time terminate an
employees designation as a Participant,
in which event the employee shall not be
permitted to defer additional Incentive
Compensation under the Plan. No such
change in designation shall otherwise
affect such a Participants rights under the Plan.
(b) The Board of Directors of
the Company may at any time amend the Plan,
including an amendment to suspend or terminate
the right of Participants to defer Incentive
Compensation and/or directors fees under the
Plan. No such amendment shall adversely affect
a Participants rights with respect to
Deferred Compensation credited to a
Participant Account before such
amendment, including the right to be credited
with investment credits for the period of time
after such amendment as long as there continues
to be a positive balance in the Participant
Account. To the extent permitted under
Section 409A of the Code, the Board of
Directors may in its discretion terminate
the Plan and distribute all Participant
Accounts established under the Plan within
twelve months of a change in control of the
Company, as defined for purposes of Section 409A
of the Code.
(c) IT IS THE INTENTION OF THE
COMPANY THAT NO AMENDMENT TO THE PLAN SHALL
CONSTITUTE A MATERIAL MODIFICATION OF THE PLAN
WITHIN THE MEANING OF SECTION 409A OF THE
CODE AND SECTION 885(d) OF THE AMERICAN JOBS
CREATION ACT OF 2004, P.L. 108-357, WITH
RESPECT TO GRANDFATHERED DEFERRED COMPENSATION,
SINCE ANY SUCH AMENDMENT WOULD SUBJECT
GRANDFATHERED DEFERRED COMPENSATION TO THE
REQUIREMENTS OF SECTION 409A OF THE CODE AND
COULD ALSO MAKE GRANDFATHERED DEFERRED
COMPENSATION IMMEDIATELY TAXABLE TO
PARTICIPANTS. ACCORDINGLY AND TO THE
GREATEST EXTENT POSSIBLE, ALL AMENDMENTS
TO THE PLAN SHALL BE CONSTRUED AND INTERPRETED
SO AS TO AVOID CREATING ANY MATERIAL MODIFICATIONS
WITH RESPECT TO GRANDFATHERED DEFERRED
COMPENSATION.
(d) Notwithstanding any other section
of this Plan, if a Participant is discharged by
the Company or an Affiliate or his or her services
as a director are terminated because of conduct
that the Participant knew or should have known
was detrimental to legitimate interests of
the Company or its Affiliates, dishonesty,
fraud, misappropriation of funds or
confidential, secret or proprietary information
belonging to the Company or an Affiliate or
commission of a crime, such Participants rights
to any benefits under this Plan shall be
forfeited; except that, if and to the extent
permitted under Section 409A of the Code, such
Participant shall be entitled to receive a
lump-sum payment equal to the lesser of
(i) the current aggregate balance
in all of the Participant Accounts of such
Participant, or (ii) the aggregate of all
Specified Amounts deferred by the Participant
under the Plan plus investment credits thereon
at the money market fund rate of return under
the Companys 401(k) plan for the relevant
deferral periods.
(e) The Companys sole obligation
under this Plan is to pay the benefits provided
for herein and neither the Participant nor any
other person shall have any legal or equitable
right against the Company, any Affiliate, the
Boards of Directors thereof, the Committee or
any officer or employee of the Company or any
Affiliate other than the right against the
Company to receive such payments from the
Company provided herein.
(f) The Company shall bear all
expenses incurred by it in administering this
Plan.
(g) The Company shall have the
right to deduct from any other payments to be
made by the Company or any Affiliate to a
Participant any Federal, state or local taxes
required by law to be withheld. To the extent
that the Company or any Affiliate is required to
withhold any taxes or other amounts with respect
to a Participants Deferred Compensation pursuant
to any Federal, state or local law, such amounts
shall be taken out of the Participants
compensation which is paid currently. To the
extent such compensation is not sufficient for
such purpose and if such action does not constitute
an impermissible acceleration under Section 409A
of the Code, the Company shall also have the
right to deduct from amounts credited to the
Participant Accounts of any Participant any
Federal, state or local taxes required by law
to be withheld with respect to any Deferred
Compensation credited to such Participant
Accounts, whether or not such Deferred
Compensation is otherwise currently
payable to the Participant.