ALPHA INDUSTRIES EXECUTIVE COMPENSATION PLAN

 

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                                                                    EXHIBIT 10.D

 

ALPHA INDUSTRIES EXECUTIVE COMPENSATION PLAN

 

ARTICLE 1. - INTRODUCTION

 

1.1. PURPOSE OF PLAN

 

The Employer has adopted the Plan set forth herein to provide a means by which

certain employees may elect to defer receipt of designated percentages or

amounts of their Compensation and to provide a means for certain other deferrals

of compensation.

 

1.2. STATUS OF PLAN

 

The Plan is intended to be "a plan which is unfunded and is maintained by an

employer primarily for the purpose of providing deferred compensation for a

select group of management or highly compensated employees" within the meaning

of Sections 201(2) and 301(a)(3) of the Employee Retirement Income Security Act

of 1974 ("ERISA"). To the extent possible, it shall be interpreted and

administered in a manner consistent with that intent.

 

ARTICLE 2. - DEFINITIONS

 

Wherever used herein, the following terms have the meanings set forth below,

unless a different meaning is clearly required by the context:

 

2.1. ACCOUNT means, for each Participant, the account established for his or her

benefit under Section 5.1.

 

2.2. ADDITIONAL EMPLOYER CONTRIBUTION means a discretionary contribution made by

The Employer, as described in Section 4.2.

 

2.3. CHANGE OF CONTROL means (a) the purchase or other acquisition in one or

more transactions other than from the Employer, by any individual, entity or

group of persons, within the meaning of section 13(d)(3) or 14(d) of the

Securities Exchange Act of 1934 or any comparable successor provisions, of

beneficial ownership (within the meaning of Rule 13d-3 of Securities Exchange

Act of 1934) of 30 percent or more of either the outstanding shares of common

stock or the combined voting power of the Employer's then outstanding voting

securities entitled to vote generally, or (b) the approval by the stockholders

of the employer of a reorganization, merger, or consolidation, in each case,

with respect to which persons who were stockholders of the Employer immediately

prior to such reorganization, merger or consolidation do not immediately

thereafter own more than 50 percent of the combined voting power of the

reorganized, merged or consolidated Employer's then outstanding securities that

are entitled to vote generally in the election of directors or (c) the sale of

substantially all of the Employer's assets.

 

2.4. CODE means the Internal Revenue Code of 1986, as amended from time to time.

Reference to any section or subsection of the Code includes reference to any

comparable or succeeding provisions of any legislation which amends, supplements

or replaces such section or subsection.

 

2.5. COMPENSATION with regard to Participant means his or her wages, salaries,

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 Employer or an Affiliate to the

extent that the amounts are includable in gross income, including,

 

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but not limited to, commissions paid to salesmen, compensation for services on

the basis of a percentage of profits, commissions on insurance premiums, tips,

bonuses, fringe benefits, reimbursements, and expense allowances, but only to

the extent that such amounts are included in income, and not including those

items excludable from the definition of compensation under Treas. Reg., Section

1.415-2(d)(3), or any successor or replacement provision.

 

2.6. COMPENSATION COMMITTEE means the Board of Directors or such person or

persons as may be designated by the Board of Directors to serve as the

Compensation Committee hereunder.

 

2.7. EFFECTIVE DATE means January 1, 1995.

 

2.8. ELECTION FORM means the participation election form as approved and

prescribed by the Plan Administrator.

 

2.9. ELECTIVE DEFERRAL means the portion of Compensation which is deferred by a

Participant under Section 4.1.

 

2.10. ELIGIBLE EMPLOYEE means, on the Effective Date or on any Entry Date

thereafter, each key employee of the Employer selected by the Compensation

Committee.

 

2.11. EMPLOYER means Alpha Industries, Inc., located at 20 Sylvan Rd., Woburn,

MA 01801, any successor to all or a major portion of the Employer's assets or

business which assumes the obligations of the Employer, and each other entity

that is affiliated with the Employer which adopts the Plan with the consent of

the Employer.

 

2.12. ERISA means the Employee Retirement Income Security Act of 1974, as

amended from time to time. Reference to any section or subsection of ERISA

includes reference to any comparable or succeeding provisions of any legislation

which amends, supplements or replaces such section or subsection.

 

2.13. INSOLVENT means either (i) the Employer is unable to pay its debts as they

become due, or (ii) the Employer is subject to a pending proceeding as a debtor

under the United States Bankruptcy Code.

 

2.14. PARTICIPANT means any individual who participates in the Plan in

accordance with Article 3.

 

2.15. PLAN means this Plan as it may be amended from time to time.

 

2.16. PLAN ADMINISTRATOR means the Employer, or such person as the Employer

designates, from time to time, in a writing attached to this Plan.

 

2.17. PLAN YEAR means the calendar year.

 

2.18. RETIREMENT AGE means 55 years of age.

 

2.19. TOTAL AND PERMANENT DISABILITY means the inability of a Participant to

engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment which can be expected to result in

death or which has lasted or can be expected to last for a continuous period of

not less than 12 months, and the permanence and degree of which shall be

supported by medical evidence satisfactory to the Plan Administrator.

 

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2.20. TRUST means the trust established by the Employer that identifies the Plan

as a plan with respect to which assets are to be held by the Trustee.

 

2.21. TRUST AGREEMENT means the agreement between the Employer and the Trustee

establishing the Trust.

 

2.22. TRUSTEE means the trustee or trustees under the Trust.

 

2.23. YEAR OF SERVICE means a computation period and service requirement that

may be established by the Employer with notice to the Participants.

 

ARTICLE 3. - PARTICIPATION

 

3.1. COMMENCEMENT OF PARTICIPATION

 

Any individual who elects to defer part of his or her compensation in accordance

with Section 4.1 shall become a Participant in the Plan as of the date such

deferrals commence in accordance with Section 4.1.

 

Any individual who is not already a Participant and whose Account is credited

with an Additional Employer Contribution shall become a Participant as of the

date such amount is credited.

 

3.2. CONTINUED PARTICIPATION

 

A Participant in the Plan shall continue to be a Participant so long as any

amount remains credited to his or her Account.

 

ARTICLE 4. - ELECTIVE AND ADDITIONAL EMPLOYER CONTRIBUTIONS

 

4.1. ELECTIVE DEFERRALS

 

An individual who is an Eligible Employee on the Effective Date may, by

completing an Election Form and filing it with the Plan Administrator within 30

days following the Effective Date, elect to defer a percentage or dollar amount

of one or more payments of Compensation, on such terms as the Plan Administrator

pay permit, which are payable to the Participant after the date on which the

individual files the Election Form. Any individual who becomes an Eligible

Employee after the Effective Date may, be completing an Election Form and filing

it with the Plan Administrator within 30 days following the date on which the

Plan Administrator gives such individual written notice that the individual is

an Eligible Employee, elect to defer a percentage or dollar amount of one or

more payments of Compensation, on such terms as the Plan Administrator may

permit, which are payable to the Participant after the date on which the

individual files the Election Form. Any eligible Employee who has not otherwise

initially elected to defer compensation in accordance with this paragraph 4.1

may elect to defer a percentage or dollar amount of one or more payments of

Compensation, on such terms as the Plan Administrator may permit, commencing

with compensation paid in the next succeeding Plan Year, by completing an

Election Form prior to the first day of such succeeding Plan Year. In addition,

a Participant may defer all or part of the amount of any elective deferral or

matching contribution made on his or her behalf to the Employer's 401(i) plan

for the prior Plan Year but treated as an excess deferral, an excess

contribution or otherwise limited by the application of the limitations of

sections 401(k), 401(m), 415 or 402(q) of the code, so long as the Participant

so indicates on an Election Form. A Participant's Compensation shall be reduced

in accordance with the Participant's election hereunder and amounts deferred

hereunder shall be paid by the

 

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employer to the trust as soon as administratively feasible and credited to the

Participant's Account as of the date the amounts are received by the Trustee.

 

An election to defer a percentage or dollar amount of Compensation for any Plan

Year shall apply for subsequent Plan Years unless changed or revoked. A

Participant may change or revoke his or her deferral election as of the first

day of any Plan Year by giving written notice to the Plan Administrator before

such first day (or any such earlier date as the Plan Administrator may

prescribe).

 

4.2. ADDITIONAL EMPLOYER CONTRIBUTIONS

 

The Employer may, in its sole discretion, make Additional Employer Contributions

to the account of Eligible Employees on such terms as the Employer shall specify

at the time it makes the contribution. To the extent that they conflict with the

provisions of this Plan, the terms specified by the Employer shall supersede any

other provision of this Plan with regard to such Additional Employer

Contributions, and earnings or losses with respect thereto. If the Employer does

not specify a method of distribution, the Additional Employer Contribution shall

be distributed in a manner consistent with the election last made by the

particular Participant prior to the year in which the Additional Employer

Contribution is made. The Employer, in its discretion, may permit the

Participant to designate a distribution schedule for a particular Additional

Employer Contribution provided that such designation is made prior to the time

that the Employer finally determines that the Participant will receive the

Additional Employer Contribution.

 

ARTICLE 5. - ACCOUNTS

 

5.1. ACCOUNTS

 

The Plan Administrator shall establish an Account for each participant

reflecting Elective Deferrals, and Additional Employer Contributions, if any,

made for the Participant's benefit together with any adjustments for income,

gain or loss and any payments from the Account. In its discretion, the Plan

Administrator may solicit recommended investments from each Participant and may

maintain records of the income, gain or loss attributable to the Participant's

account in accordance with the performance of such recommended investments or

such other investments as the Plan Administrator may select. In its discretion,

the Plan Administrator may cause the Trustee to maintain and invest separate

asset accounts corresponding to each Participant's Account. The Plan

Administrator shall establish sub-accounts for each Participant that has more

than one election in effect under Section 7 and such other subaccounts as are

necessary for the proper administration of the Plan. As of the last business day

of each calendar quarter, the Plan Administrator shall provide the Participant

with a statement of his or her Account reflecting the income, gains and losses

(realized and unrealized), amounts of deferrals, and distributions of such

Account since the prior statement.

 

5.2. INVESTMENTS

 

So long as the Employer is not insolvent, and subject to the provisions of the

Trust Agreement, the assets of the Trust shall be invested in such investments

as the Company shall determine. In the Company's discretion, it may designate

one or more agents in writing to the Trustee, which agents may be designated

with respect to all or a portion of the assets held by the Trustee for the

purpose of making such investments.

 

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ARTICLE 6. - VESTING

 

Subject to the provisions of Section 10.1, a Participant shall have a vested

right to all Elective Deferrals and all income and gain attributable thereto,

reduced by losses, if any, as are credited to his or her Account. If the

Employer chooses to make Additional Employer Contributions, then each

Participant's right to the portion of his or her Account attributable to

Additional Employer Contributions and income and gain attributable thereto,

reduced by losses, if any, shall be in accordance with terms determined by the

Employer and provided to the Participant.

 

ARTICLE 7. - PAYMENTS

 

7.1. ELECTION AS TO TIME AND FORM OF PAYMENT

 

A Participant shall elect (on the election Form used to elect to defer

Compensation under Section 4.1) the date at which the Elective Deferrals and

vested Additional Employer Contributions, if any, including any earnings

attributable thereto, reduced by losses, if any, will be paid to the

Participant. The Participant shall also elect thereon for payment to be paid in

either:

 

      a.      a single lump-sum payment; or

 

      b.     annual installments over a period elected by the Participant up to

            10 years, the amount of each annual installment to equal the then

            balance of all of the Participant's Account attributable to Elective

            Deferrals and any earnings attributable thereto, reduced by losses,

            if any, and the vested portion of any Additional Employer

            Contributions and earnings attributable thereto, reduced by losses,

            if any, as determined immediately prior to the payment of the

            installment, and divided by the number of installments then

            remaining to be paid.

 

Each such election will be effective for the Plan Year for which it is made and

succeeding Plan Years, unless changed by the Participant. Except as explicitly

provided herein, any change will be effective only for Elective Deferrals and

Additional Employer Contributions made for the first Plan Year beginning after

the date on which the Election Form containing the change is filed with the Plan

Administrator. Notwithstanding the preceding sentence, the payments due in any

calendar year pursuant to this Section 7.1 shall be paid in the first full

calendar month immediately following the actual date that the Participant ceases

being an employee of the Employer, or the twelve month period commencing in that

month, rather than the month or year originally selected, if the Participant

makes an election in such form as the Plan Administrator may require, and the

election is filed with the Plan Administrator prior to the calendar year in

which the payment otherwise would have been made. Except as provided in Sections

7.2, 7.3, 7.4 or 7.5, or any schedule provided by the Employer to the

Participant for Additional Employer Contributions and income or gain

attributable thereto, reduced by losses, if any, payment of a Participant's

Account shall be made in accordance with the Participant's elections as provided

in this Section 7.1.

 

7.2. CHANGE OF CONTROL

 

Unless (i) the Board of Directors of the Employer shall vote to continue this

Plan on substantially the same terms not later than 60 days after a Change in

Control and send notice of such vote to each Participant, then (ii) as soon as

possible following a Change of Control of Employer, each Participant shall be

 

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paid all of the Participant's Account attributable to Elective Deferrals and any

earnings attributable thereto, reduced by losses, if any, and all of any

Additional Employer Contributions and earnings attributable thereto, reduced by

losses, if any, (whether or not considered vested for any other purpose

hereunder) in a single lump sum.

 

7.3. TERMINATION OF EMPLOYMENT; TOTAL AND PERMANENT

 

      DISABILITY

 

Except as provided in Section 7.2, upon termination of a Participant's

employment prior to the Retirement Age, for any reason other than death or

Permanent and Total Disability, all of the Participant's Account attributable to

Elective Deferrals and any earnings attributable thereto, reduced by losses, if

any, and the vested portion of any Additional Employer Contributions and

earnings attributable thereto, reduced by losses, if any, shall be paid to the

Participant in a single lump sum as soon as practicable following the date of

such termination. If a Participant suffers permanent and total disability,

whether or not employed by the Employer at that time, the Plan Administrator, in

its sole discretion, may pay out all of the Participant's Account attributable

to Elective Deferrals and any earnings attributable thereto, reduced by losses,

if any, and the vested portion of any Additional Employer Contributions and

earnings attributable thereto, reduced by losses, if any, in a lump sum, or in

annual installments, regardless of any election made by the Participant and

regardless of whether payments have already commenced under Section 7.1.

 

7.4. DEATH

 

If a Participant dies prior to the complete distribution of his or her Account,

all of the Participant's Account attributable to Elective Deferrals and any

earnings attributable thereto, reduced by losses, if any, and the vested portion

of any Additional Employer Contributions and earnings attributable thereto,

reduced by losses, if any, shall be paid as soon as practicable to the

Participant's designated beneficiary or beneficiaries, in the form elected by

the Participant under either of the following options:

 

      a.     a single lump-sum payment; or

 

      b.     annual installments over a period elected by the Participant up to

            10 years, the amount of each annual installment to equal the then

            balance of all of the Participant's Account attributable to Elective

            Deferrals and any earnings attributable thereto, reduced by losses

            if any, and the vested portion of any Additional Employer

            Contributions and earnings attributable thereto, reduced by losses,

            if any, as determined immediately prior to the payment of the

            installment, and divided by the number of installments then

            remaining to be paid.

 

Any designation of beneficiary and form of payment to such beneficiary shall be

made by the Participant on an Election form filed with the Plan Administrator

and may be changed by the participant at any time by filing another Election

Form containing the revised instructions. If no beneficiary is designated or no

designated beneficiary survives the Participant, payment shall be made to the

Participant's surviving spouse, or, if none, to his or her issue per stripes, in

a single payment. If no spouse or issue survives the Participant, payment shall

be made in a single lump sum to the Participant's estate.

 

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7.5. UNFORESEEN EMERGENCY

 

If a Participant suffers an unforeseen emergency, as defined herein, the Plan

Administrator, in its sole discretion, may pay to the Participant up to and

including the total of that portion, if any, of all of the Participant's Account

attributable to Elective Deferrals and any earnings attributable thereto,

reduced by losses, if any, and the vested portion of any Additional Employer

Contributions and earnings attributable thereto, reduced by losses, if any. The

determination of the amount to be paid shall equal that amount which the Plan

Administrator determines, in its sole discretion, is necessary to satisfy the

emergency need, including any amounts necessary to pay any federal, state or

local income taxes reasonably anticipated to result from the distribution. A

Participant requesting an emergency payment shall apply for the payment in

writing in a form approved by the Plan Administrator and shall provide such

additional information as the Plan

 

Administrator may require. For purposes of this paragraph, "unforeseen

emergency" means an immediate and heavy financial need resulting from any of the

following:

 

      a.     expenses which are not covered by insurance and which the

            Participant or his or her spouse or dependent has incurred as a

             result of, or is required to incur in order to receive, medical

            care;

 

      b.     the need to prevent eviction of a Participant from his or her

            principal residence or foreclosure on the mortgage of the

            Participant's principal residence; or

 

      c.     any other circumstance that is determined by the Plan Administrator

            in its sole discretion to constitute an unforeseen emergency which

            is not covered by insurance and which cannot reasonably be relieved

            by the liquidation of the Participant's assets.

 

7.6. FORFEITURE OF NON-VESTED AMOUNTS

 

Any amounts credited to a Participant's Account which are attributable to the

non-vested portion of any Additional Employer Contributions, and earnings

attributable thereto, reduced by losses, if any, not vested at the time payments

are commenced pursuant to Sections 7.1, 7.3 or 7.4, shall be forfeited by the

Participant at the time payment begins under such Sections, and may be applied

by the Company as it sees fit, which may include satisfying the Employer's

obligation to make contributions to the Trust.

 

7.7. TAXES

 

The Plan Administrator shall withhold or otherwise appropriately provide for all

federal, state or local taxes that the Plan Administrator determines are

required to be withheld or otherwise provided for from any payments made

pursuant to this Article 7.

 

ARTICLE 8. - PLAN ADMINISTRATOR

 

8.1. PLAN ADMINISTRATION AND INTERPRETATION

 

The Plan Administrator shall oversee the administration of the Plan. The Plan

Administrator shall have complete control and authority to determine the rights

and benefits of any and all Participants. Any determinations may be made on a

case-by-case basis or a plan wide basis, as determined by the Plan Administrator

in its sole discretion, including all claims, demands and actions arising out of

 

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the provisions of the Plan of any Participant, beneficiary, deceased

Participant, or other person having or claiming to have any interest under the

Plan. The Plan Administrator shall have complete discretion to interpret the

Plan and to decide all matters under the Plan. Such interpretation and decision

shall be final, conclusive and binding on all Participants and any person

claiming under or through any Participant. Any individual who is a Participant

and who is serving as Plan Administrator or part of a committee comprising the

Plan Administrator will not vote or act on any matter relating solely to himself

or herself. When making a determination or calculation, the Plan Administrator

shall be entitled to rely on information furnished by a Participant, a

beneficiary, the employer or the Trustee, or such other persons, as it sees fit.

The Plan Administrator shall have the responsibility for complying with any

reporting and disclosure requirements of ERISA.

 

8.2. POWERS, DUTIES, PROCEDURES, ETC.

 

The Plan Administrator shall have such powers and duties, may adopt such rules

and tables, may act in accordance with such procedures, may appoint such

officers or agents, may delegate such powers and duties, may receive such

reimbursements and compensation, and shall follow such claims and appeal

procedures with respect to the Plan as it may establish.

 

8.3. INDEMNIFICATION OF PLAN ADMINISTRATOR

 

The Employer agrees to indemnify and to defend to the fullest extent permitted

by law any officer(s) or employee(s) who serve as Plan Administrator (including

any such individual who formerly served as Plan Administrator) against all

liabilities, damages, costs and expenses (including attorneys' fees and amounts

paid in settlement of any claims approved by the Employer) occasioned by any act

or omission to act in connection with the Plan, if such act or omission is in

good faith.

 

ARTICLE 9. - AMENDMENT AND TERMINATION

 

9.1. AMENDMENTS

 

The Employer shall have the right to amend the Plan from time to time, subject

to Section 9.3, by an instrument in writing which has been executed on the

employer's behalf by its duly authorized officer.

 

9.2. TERMINATION OF PLAN

 

This Plan is strictly a voluntary undertaking on the part of the employer and

shall not be deemed to constitute a contract between the Emplo