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EXHIBIT 4.13
SAFEGUARD SCIENTIFICS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2003
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SAFEGUARD SCIENTIFICS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2003
TABLE OF CONTENTS
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ARTICLE I
ESTABLISHMENT OF THE
PLAN......................................................................
1
ARTICLE II
DEFINITIONS....................................................................................
1
ARTICLE III
ADMINISTRATION OF THE
PLAN.....................................................................
3
ARTICLE IV
PARTICIPATION..................................................................................
4
ARTICLE V
PARTICIPANT
ACCOUNTS...........................................................................
6
ARTICLE VI
BENEFITS TO
PARTICIPANTS.......................................................................
7
ARTICLE VII
CLAIMS
PROCEDURES..............................................................................
9
ARTICLE VIII
MISCELLANEOUS..................................................................................
10
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SAFEGUARD SCIENTIFICS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 2003
ARTICLE
I
ESTABLISHMENT OF THE PLAN
Safeguard Scientifics, Inc. (the "Company") hereby adopts the
Safeguard
Scientifics, Inc. Executive Deferred
Compensation Plan (the "Plan"), effective
as of January 1, 2003, to allow a select
group of key management or other highly
compensated employees of the Company to
obtain credits to a Company Contribution
Account (as hereinafter defined). Company
intends that the Plan shall at all
times be maintained on an unfunded basis
for federal income tax purposes under
the Internal Revenue Code of 1986, as
amended (the "Code"), and administered as
a non-qualified, "top hat" plan exempt from
the substantive requirements of the
Employee Retirement Income Security of
1974, as amended ("ERISA").
ARTICLE II
DEFINITIONS
For ease of reference, the following definitions will be used in
the
Plan:
2.1
Account(s). "Account" or "Accounts" means the account or
accounts maintained on the books of the
Company used solely to calculate the
amount payable to each Participant under
this Plan and shall not constitute a
separate fund of assets.
2.2.
Base Salary. "Base Salary" means the annual rate of base
salary paid to each Participant as of any
date of reference before any reduction
for amounts deferred by the Participant
pursuant to a Code Section 401(k) plan
or Code Section 125 plan, or pursuant to
this Plan or any other non-qualified
plan that permits voluntary deferrals of
compensation.
2.3.
Beneficiary(ies). "Beneficiary" or "Beneficiaries" means the
person or persons designated by the
Participant to receive distributions under
this Plan in the event of the Participant's
death, as provided in Section 8.3.
2.4.
Board or Board of Directors. "Board" or "Board of Directors"
means the Board of Directors of Safeguard
Scientifics, Inc. (or any successor
entity).
2.5.
Change of Control. "Change of Control" means (a) the
stockholders of the Company approve (or, if
stockholder approval is not
required, the Board approves) an agreement
providing for (i) the merger or
consolidation of the Company with another
corporation where the stockholders of
the Company, immediately prior to the
merger or consolidation, will not
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beneficially own, immediately after the
merger or consolidation, shares of the
Company entitling such stockholders to more
than 50% of all votes to which all
stockholders of the surviving corporation
would be entitled in the election of
directors (without consideration of the
rights of any class of stock to elect
directors by a separate class vote), (b)
the sale or other disposition of all or
substantially all of the assets of the
Company, (c) a liquidation or dissolution
of the Company, (d) the acquisition by any
"person" (as such term is used in
sections 13(d) and 14(d) of the Securities
and Exchange Act of 1934) [other than
Safeguard Scientifics, Inc. or any of its
subsidiaries or affiliates,] of the
"beneficial ownership" (as defined in Rule
13d-3 under the Exchange Act),
directly or indirectly, of securities of
the Company representing a majority of
the voting power of the then outstanding
securities of the Company except where
the acquisition is approved by the Board,
or (e) any person has commenced a
tender offer or exchange offer for a
majority of the voting power of the then
outstanding shares of the Company.
2.6.
Committee. "Committee" means at least three individuals
appointed by the Board to administer the
Plan pursuant to Article III and which
also may act for the Company or the Board
in making decisions and performing
specified duties under the Plan.
2.7.
Company. "Company" means Safeguard Scientifics, Inc.
2.8.
Company Contribution Account. "Company Contribution Account"
means the account for cash Participant
established pursuant to Section 4.5
below.
2.9.
Compensation. "Compensation" means an Eligible Employee's
earned income, wages, salaries and fees for
professional services and other
amounts received, without regard to whether
or not an amount is paid in cash,
for personal services actually rendered in
the course of employment with the
Company as defined in Section 415 of the
Code.
2.10.
Effective Date. "Effective Date" means the effective date of
the Plan which is January 1, 2003.
2.11.
Eligible Employee. "Eligible Employee" means, as designated by
the Company, in its sole discretion, (i) a
managing director, a vice president,
director or higher level employee of the
Company, or (ii) any employee, as
designated by the Committee, acting on
behalf of the Company, whose Compensation
is at least $90,000 for the preceding Plan
Year, as adjusted for inflation by
the Committee, and, in either case, who is
a member of a group of key management
or other highly compensated employees of
the Company within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA. The Company may determine the
eligibility of similarly situated
employees.
2.12.
Employment Commencement Date. "Employment Commencement Date"
means the first day on which an individual
became an employee for the Company.
2.13.
Participant. "Participant" means any Eligible Employee. An
individual shall remain a Participant until
that individual has received full
distribution of any amount credited to the
Participant's Account.
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2.14.
Plan. "Plan" means this Safeguard Scientifics, Inc. Executive
Deferred Compensation Plan as described
herein and as it may be amended from
time to time.
2.15. Plan
Year. "Plan Year" means the 12 month period beginning on
each January 1 and ending on the following
December 31.
2.16.
Termination Date. "Termination Date" means the date of
termination of a Participant's active
employment with the Company without regard
to any compensation continuation
arrangement.
2.17. Year
of Service. A "Year of Service means a Plan Year in which
a Participant has attained 1,000 hours of
service; provided, however, that (a)
the Committee shall determine in its sole
discretion whether a Year of Service
has been attained; and (b) no more than one
(1) Year of Service shall be
credited for any Plan Year; and (c) each
Year of Service shall be credited as of
the last day of the calendar quarter during
the relevant Plan Year in which the
Participant first attains 1,000 hours of
service for that Plan Year.
2.18.
Valuation Funds. "Valuation Funds" means one or more of the
independently established funds or indices
that are identified by the Committee.
These Valuation Funds are used solely to
calculate the earnings that are
credited to each Participant's Account(s)
in accordance with Article V, below,
and do not represent any beneficial
interest on the part of the Participant in
any asset or other property of the Company.
The determination of the increase or
decrease in the performance of each
Valuation Fund shall be made by the
Committee in its reasonable discretion.
Valuation Funds may be replaced, new
funds may be added, or both, from time to
time at the discretion of the
Committee.
ARTICLE III
ADMINISTRATION OF THE PLAN
3.1.
Committee. The Plan shall be administered by the Committee
appointed by the Board of Directors. The
Board shall designate one of the
members of the Committee to serve as
Chairperson thereof. The Board shall also
designate a person to serve as Secretary of
the Committee, which person may be,
but need not be, a member of the Committee.
A member of the Committee may resign
by delivering a written notice of
resignation to the Board. The Board, in its
sole discretion, may remove any member of
the Committee. Vacancies in the
membership of the Committee shall be filled
promptly by the Board.
3.2.
Action by the Committee. A majority of the members of the
Committee shall constitute a quorum for the
transaction of business at a meeting
of the Committee and the Committee may
delegate any of its functions hereunder.
Any action of the Committee may be taken
upon the affirmative vote of a majority
of the members of the Committee at a
meeting, or at the direction of the
Chairperson, without a meeting by unanimous
consent of the Committee or by mail,
telegraph, telephone or electronic
communication device; provided that all of
the
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members of the Committee are informed of
their right to vote on the matter
before the Committee and of the outcome of
the vote thereon.
3.3.
Committee Authority and Duties. The Committee shall have the
full power, authority and discretion to
construe, interpret and administer the
Plan, to correct deficiencies therein, to
supply omissions, and to make factual
determinations. All decisions, actions and
interpretations of the Committee
shall be final, binding and conclusive upon
all persons having any interest in
the Plan.
3.4.
Compensation, Expenses and Indemnification. Members of the
Committee shall receive no compensation for
their services as such. All
reasonable expenses of the Committee shall
be paid or reimbursed by the Company
upon proper documentation. The Company
shall indemnify and hold harmless each
member of the Committee from any and all
claims, losses, damages, expenses
(including counsel fees) and liability
(including any amounts paid in settlement
of any claim or any other matter with the
consent of the Company) arising from
any act or failure to act with respect to
this Plan on account of such member's
service on the Committee, except in the
case of gross negligence or willful
misconduct.
ARTICLE IV
PARTICIPATION
4.1.
New Eligible Employees. The Committee may, in its discretion,
permit an employee who first becomes an
Eligible Employee after the beginning of
a Plan Year, to participate in the Plan for
that Plan Year.
4.2 Company
Contribution. The Company, in its sole discretion, may
determine to credit a Participant's Company
Contribution Account with positive
amounts for any Plan Year on such terms as
the Company shall determine. Absent
action by the Company to the contrary, the
Company Contribution Account shall
consist of:
(a) a fully
vested amount equal to a stated percentage (which may
vary from year to year) of the
Participant's annual Compensation for the Plan
Year not in excess of the limit imposed by
Section 401(a)(17) of the Code; and
(b) an amount
equal to a stated percentage (which may vary from
year to year) of the Participant's Base
Salary for the Plan Year; not in excess
of the limit imposed by Section 401(a)(17)
of the Code; subject to a vesting
schedule pursuant to which such account
shall vest twenty percent (20%) in each
Plan Year in which the Participant attains
a Year of Service.
4.3 Change of
Status. The Committee, in its sole discretion, may
determine that a Participant no longer
qualifies as a member of a select group
of key management or other highly
compensated employees under ERISA, and to take
such further action in light of such
determination as the Committee determ
