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Exhibit
10.31
AMENDMENT NO.
1
TO
ELECTRO SCIENTIFIC
INDUSTRIES, INC.
DEFERRED COMPENSATION
PLAN
2008
Restatement
January 1,
2008
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Electro Scientific Industries,
Inc.
an Oregon Corporation
13900 NW Science Park
Drive
Portland, OR 97229
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Company |
The 2008 Restatement of the
Electro Scientific Industries, Inc. Deferred Compensation Plan is
amended to provide for participation in the Plan by members of the
Board of Directors of the Company, and to make clarifications and
corrections to terms, as follows (new text is shown by underline
and deleted text is shown by strikeout):
2.1 * * *
2.2 Members
of the Board of Directors of the Company (“Board
Members”) shall be eligible to participate in the
Plan.
2. 2
3 “Participant” means a Board Member
, an Officer , or other eligible employee who has an account
under the Plan or who has elected to defer compensation pursuant to
Section 3 for any Plan Year.
2. 3
4 Participation shall continue until the individual has
been paid all amounts in accordance with the Plan. An individual
who ceases to be an Officer or Board Member, or an
employee who the CEO or delegate determines is no longer
eligible, shall continue to be a Participant, but shall not elect
to defer additional amounts. Any election in effect while the
individual is eligible shall remain in effect with respect to the
entire Plan Year or with respect to a Bonus, as
applicable.
1
3.1 A Board Member
or A a n eligible employee may elect to
participate for each Plan Year by completing a form prescribed by
the Committee (a “Cash Deferral Election“), signing it
and returning it to the Committee. The Cash Deferral Election
provides for a deferral of Compensation under 3.2.
3.2
“Compensation” means the following, without regard for
any deferral of compensation remuneration
under the Plan:
(a) * * *
(b) * * *
(c) Directors’ fees
(“Fees”) earned and payable in cash or in shares of
stock of the Company (or both) within the Plan Year (except for
usual administrative delay for payment in arrears).
3.3 A Cash Deferral
Election shall specify the percentage of Salary ,
or Bonus , or Fees to be deferred, subject
to the following restrictions:
(a) * * *
(b) * * *
(c) A deferral of Fees
shall be a minimum of 10 percent and a maximum of 100 percent,
unless the Board Member defers none of the Fees. If Fees for a
period are payable in cash and shares, the same percentage must
apply to the cash portion and to the share portion.
3.4 To be effective
for a Plan Year, the Cash Deferral Election must be returned before
a date established by the Committee and the following
apply:
(a) The date for submitting a
Cash Deferral Election for Salary or Fees shall be not later
than the December 31 before the first day of the Plan Year,
except as provided in (c).
(b) * * *
(c) An individual under 2.1
who first becomes an employee of an Employer during a Plan Year
or an individual under 2.2 who first becomes a Board Member
during a Plan Year may elect to participate for the remainder
of the Plan Year by completing, signing, and returning to the
Committee a Cash Deferral Election within 30 days after becoming an
employee or a Board Member, and the following shall apply:
.
(1) The Cash Deferral
Election shall apply to the Participant’s elected percentage
of Salary for the Plan Year earned after the end of the pay period
in which the Cash Deferral Election is received by the
Committee.
2
(2) The Cash Deferral
Election shall apply to the Participant’s elected percentage
of Fees for the Plan Year earned for service as a Board Member
after the end of the quarter in which the Cash Deferral Election is
received by the Committee.
(3) An individual who is a
Participant or is eligible to defer Compensation or restricted
stock units and then first becomes an employee or a Board Member
during a Plan Year may not elect to defer Compensation payable for
services in the Plan Year with respect to the new status as an
employee or new status as a Board Member.
(d) * * *
(e) * * *
* * *
3.6 A Board Member
or A a n eligible employee may elect to
participate with respect to restricted stock units granted in a
Plan Year by completing a form prescribed by the Committee (a
“Stock Deferral Election”), signing it and returning it
to the Committee. The Stock Deferral Election provides for the
deferral of compensation under a restricted stock unit
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