Section 162 Officer

Section 162 Officer. Means an Executive Officer whose applicable employee remuneration (as defined in Section 162(m) of the Code), for the year in which the Award would be payable and including amounts that may be earned under this Plan, is expected to exceed the limitation set forth in Section 162(m) of the Code for deductibility.

Section 162 Officer. For a particular year, means an Executive Officer who is a "Covered Employee" within the meaning of Section 162(m) of the Code for such year.