Exhibit 10.1
LOGITECH INC.
DEFERRED COMPENSATION
PLAN
Effective January 1,
2009
TABLE OF CONTENTS
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ARTICLE 1
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DEFINITIONS
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1
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ARTICLE 2
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SELECTION, ENROLLMENT, ELIGIBILITY
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4
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2.1
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Selection by Committee
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4
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2.2
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Enrollment and Eligibility Requirements;
Commencement of Participation
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4
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ARTICLE 3
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DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION
AMOUNTS/ COMPANY MATCHING AMOUNTS/
VESTING/CREDITING/TAXES
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5
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3.1
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Annual Deferral Amount
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5
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3.2
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Maximum Deferral
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5
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3.3
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Election to Defer; Effect of Election
Form
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6
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3.4
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Withholding and Crediting of Annual Deferral
Amounts
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6
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3.5
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Company Matching Amount
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6
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3.6
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Discretionary Company Contribution
Amount
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6
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3.7
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Crediting of Amounts after Benefit
Distribution
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7
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3.8
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Vesting
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7
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3.9
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Crediting/Debiting of Account
Balances
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7
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3.10
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FICA and Other Taxes
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8
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ARTICLE 4
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SCHEDULE DISTRIBUTION; UNFORESEEABLE
EMERGENCIES
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8
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4.1
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Scheduled Distribution
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8
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4.2
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Postponing Scheduled Distributions
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9
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4.3
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Other Benefits Take Precedence Over Scheduled
Distributions
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9
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4.4
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Unforeseeable Emergencies
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9
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ARTICLE 5
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TERMINATION BENEFIT
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10
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5.1
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Termination Benefit
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10
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5.2
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Payment of Termination Benefit
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10
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ARTICLE 6
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DISABILITY BENEFIT
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11
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6.1
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Disability Benefit
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11
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6.2
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Payment of Disability Benefit
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11
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ARTICLE 7
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DEATH BENEFIT
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11
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7.1
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Death Benefit
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11
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7.2
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Payment of Death Benefit
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11
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ARTICLE 8
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BENEFICIARY DESIGNATION
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11
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8.1
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Beneficiary
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11
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8.2
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Beneficiary Designation; Change; Spousal
Consent
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12
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8.3
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Acknowledgment
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12
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8.4
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No Beneficiary Designation
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12
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8.5
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Doubt as to Beneficiary
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12
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8.6
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Discharge of Obligations
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12
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ARTICLE 9
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LEAVE OF ABSENCE
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12
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9.1
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Paid Leave of Absence
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12
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9.2
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Unpaid Leave of Absence
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12
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9.3
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Leaves Resulting in Separation From
Service
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13
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ARTICLE 10
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TERMINATION OF PLAN, AMENDMENT OR
MODIFICATION
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13
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10.1
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Termination of Plan
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13
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10.2
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Amendment
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13
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10.3
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Effect of Payment
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13
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ARTICLE 11
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ADMINISTRATION
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13
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11.1
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Duties
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13
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11.2
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Agents
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13
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11.3
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Binding Effect of Decisions
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14
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11.4
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Indemnity of Committee
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14
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11.5
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Employer Information
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14
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ARTICLE 12
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OTHER BENEFITS AND AGREEMENTS
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14
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12.1
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Coordination with Other Benefits
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14
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ARTICLE 13
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CLAIMS PROCEDURES
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14
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13.1
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Presentation of Claim
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14
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13.2
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Notification of Decision
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14
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13.3
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Review of a Denied Claim
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15
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13.4
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Decision on Review
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15
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13.5
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Legal Action
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16
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ARTICLE 14
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MISCELLANEOUS
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16
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14.1
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Status of Plan
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16
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14.2
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Unsecured General Creditor
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16
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14.3
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Employer’s Liability
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16
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14.4
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Nonassignability
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16
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14.5
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Not a Contract of Employment
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17
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14.6
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Furnishing Information
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17
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14.7
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Terms
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17
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14.8
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Captions
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17
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14.9
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Governing Law
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17
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14.10
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Notice
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17
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14.11
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Successors
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17
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14.12
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Spouse’s Interest
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17
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14.13
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Validity
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18
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14.14
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Incompetent
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18
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14.15
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Court Order
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18
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14.16
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Distribution in the Event of Income Inclusion
under Code Section 409A
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18
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14.17
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Deduction Limitation on Benefit
Payments
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18
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LOGITECH INC.
DEFERRED COMPENSATION
PLAN
Effective January 1,
2009
Purpose
The purpose of this Logitech Inc.
Deferred Compensation Plan is to provide specified benefits to a
select group of management or highly compensated Employees who
contribute materially to the continued growth, development and
future business success of Logitech Inc., a California corporation,
and its subsidiaries, if any, that participate in this Plan. This
Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA. This Plan is intended to comply with all
applicable law, including Code Section 409A, and shall be
operated and interpreted in accordance with this
intention.
This Plan is effective as of
January 1, 2009, for the Plan Year January 1, 2009 to
December 31, 2009, and for subsequent Plan Years, until
terminated.
ARTICLE 1
Definitions
For purposes of this Plan, unless
otherwise clearly apparent from the context, the following phrases
or terms shall have the following indicated meanings:
1.1 “ Account Balance
” shall mean, with respect to a Participant, an entry on the
records of the Employer equal to the sum of (i) the Deferral
Account balance and (ii) the Company Contributions Account
balance. The Account Balance shall be a bookkeeping entry only and
shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or
her designated Beneficiary, pursuant to this Plan.
1.2 “ Annual Deferral
Amount ” shall mean that portion of a Participant’s
Base Salary, Bonus and Commissions that a Participant defers in
accordance with Article 3 for any one Plan Year.
1.3 “ Base Salary
” shall mean the annual cash compensation relating to
services performed during any calendar year, excluding
distributions from nonqualified deferred compensation plans,
Bonuses, Commissions, overtime, fringe benefits, stock options and
other equity awards, relocation expenses, incentive payments,
non-monetary awards, and automobile and other allowances paid to a
Participant for employment services rendered (whether or not such
allowances are included in the Employee’s gross income). Base
Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to
all qualified or nonqualified plans of any Employer and shall be
calculated to include amounts not otherwise included in the
Participant’s gross income under Code Sections 125, 132,
402(e)(3), 402(h), or 403(b) pursuant to plans or arrangements
established by any Employer; provided, however, that all such
amounts will be included in compensation only to the extent that
had there been no such plan, the amount would have been payable in
cash to the Employee. Notwithstanding anything in this Plan to the
contrary, “Base Salary” shall not include any amount
paid pursuant to a disability plan or pursuant to a disability
insurance policy.
1.4 “ Beneficiary
” shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 8, that are
entitled to receive benefits under this Plan upon the death of a
Participant.
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1.5 “ Beneficiary Designation Form
” shall mean the form, which may be in electronic format,
that a Participant completes to designate one or more Beneficiaries
in accordance with such procedures established by the
Company.
1.6 “ Benefit Distribution
Date ” shall mean the date that the distribution of all
or a portion of a Participant’s vested Account Balance
becomes payable under the Plan. A Participant’s Benefit
Distribution Date shall be determined based on the event giving
rise to the distribution as more fully described in Articles 4
through 7.
1.7 “ Board ”
shall mean the board of directors of the Company.
1.8 “ Bonus ”
shall mean any compensation, earned and payable to a Participant
under any incentive pay program other than those programs
designated by the Company as ineligible for deferral under the
Plan.
1.9 “ Claimant ”
shall have the meaning set forth in Section 13.1.
1.10 “ Code ”
shall mean the Internal Revenue Code of 1986, as it may be amended
from time to time. The definition of “Code” shall also
include related guidance, rules and regulations issued by the U.S.
Department of the Treasury and Internal Revenue Service
thereunder.
1.11 “ Commissions
” shall mean pay other than Base Pay or Bonuses which is
designated as commission payments under an Employer’s payroll
systems.
1.12 “ Committee
” shall mean the Company’s 401(k) Plan Administration
Committee.
1.13 “ Company ”
shall mean Logitech Inc., a California corporation, and any
successor to all or substantially all of the Company’s assets
or business.
1.14 “ Company
Contributions Account ” shall mean (i) the sum of
all of a Participant’s Company Matching Amounts, plus
(ii) the sum of all Discretionary Company Contributions, plus
(iii) amounts credited or debited to the Participant’s
Company Contributions Account in accordance with this Plan, less
(iv) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the
Participant’s Company Contributions Account.
1.15 “ Company Matching
Amount ” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.5.
1.16 “ Controlled Group
” means each Employer and each other entity that is included
in the definition of “service recipient” set forth in
the regulations under Section 409A of the Code.
1.17 “ Death Benefit
” shall mean the benefit set forth in
Article 7.
1.18 “ Deferral Account
” shall mean (i) the sum of all of a Participant’s
Annual Deferral Amounts, plus (ii) amounts credited or debited
to the Participant’s Deferral Account in accordance with this
Plan, less (iii) all distributions made to the Participant or
his or her Beneficiary pursuant to this Plan that relate to his or
her Deferral Account.
1.19 “ Disability
” or “ Disabled ” shall have the meaning
set forth in Code Section 409A.
1.20 “ Disability
Benefit ” shall mean the benefit set forth in
Article 6.
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1.21 “ Discretionary Company
Contribution Amount ” shall mean, for any one Plan Year,
the amount determined in accordance with
Section 3.6.
1.22 “ Effective
Date” shall mean January 1, 2009.
1.23 “ Election Form
” shall mean the form, which may be in electronic format,
that a Participant completes in accordance with such procedures
established by the Company.
1.24 “ Employee ”
shall mean a person who is an employee of any Employer.
1.25 “ Employer(s)
” shall mean the Company and/or any of its subsidiaries (now
in existence or hereafter formed or acquired) that have been
selected by the Committee to participate in the Plan and have
adopted the Plan as a participating Employer.
1.26 “ ERISA ”
shall mean the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.
1.27 “ 401(k) Plan
” shall mean, with respect to an Employer, a plan qualified
under Code Section 401(a) that contains a cash or deferral
arrangement described in Code Section 401(k), adopted by the
Employer, as it may be amended from time to time, or any successor
thereto.
1.28 “ Installment
Method ” shall be an installment payment over the number
of years selected by the Participant in accordance with this Plan.
Such amounts shall be paid in quarterly, semi-annual or annual
payments (over a period not to exceed ten (10) years). The
amount of each installment shall be calculated by dividing the
amount then subject to the installment payment by the number of
installments then remaining to be made. The amount subject to
installment payments that has not yet been paid shall continue to
be credited/debited with additional amounts in accordance with
Section 3.9. For purposes of this Plan, the right to receive
benefit payments in installment payments shall be treated as the
entitlement to a single payment.
1.29 “ Participant
” shall mean any Employee who is on the United States payroll
of an Employer and (i) who is selected to participate in the
Plan, (ii) who submits an executed Plan Agreement and Election
Form, and (iii) whose Plan Agreement has not
terminated.
1.30 “ Plan ”
shall mean the Logitech Inc. Deferred Compensation Plan, which
shall be evidenced by this instrument and by each Plan Agreement,
as they may be amended from time to time.
1.31 “ Plan Agreement
” shall mean a written agreement, as may be amended from time
to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant’s Employer shall provide for the entire benefit
to which such Participant is entitled under the Plan; should there
be more than one Plan Agreement, the Plan Agreement bearing the
latest date of acceptance by the Employer shall supersede all
previous Plan Agreements in their entirety and shall govern such
entitlement. The terms of any Plan Agreement may be different for
any Participant, and any Plan Agreement may provide additional
benefits not set forth in the Plan or limit the benefits otherwise
provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by
both the Employer and the Participant.
1.32 “ Plan Year
” shall mean a period beginning on January 1 of each
calendar year and continuing through December 31 of such
calendar year.
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1.33 “ Scheduled Distribution
” shall mean the distribution set forth in
Section 4.1.
1.34 “ Termination
Benefit ” shall mean the benefit set forth in
Article 5 which shall be paid following a Participant’s
Termination of Employment.
1.35 “ Termination of
Employment ” shall mean a “separation from
service” with all members of the Controlled Group,
voluntarily or involuntarily, for any reason other than Disability
or death, as determined in accordance with Code
Section 409A.
1.36 “ Unforeseeable
Emergency ” shall mean a severe financial hardship of the
Participant or his or her Beneficiary resulting from (i) an
illness or accident of the Participant or Beneficiary, the
Participant’s or Beneficiary’s spouse, or the
Participant’s or Beneficiary’s dependent (as defined in
Code Section 152(a)), (ii) a loss of the
Participant’s or Beneficiary’s property due to
casualty, or (iii) such other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond
the control of the Participant or the Participant’s
Beneficiary.
ARTICLE 2
Selection, Enrollment,
Eligibility
2.1 Selection by
Committee . Participation in the Plan shall be limited to a
select group of management or highly compensated Employees. From
that group, the Committee shall select, in its sole discretion,
those individuals who may actually participate in this
Plan.
2.2 Enrollment and Eligibility
Requirements; Commencement of Participation . As a
condition to participation, except as provided in Sections 2.2(b)
and 2.2(c) below, each selected Employee who is eligible to
participate in the Plan effective as of the first day of a Plan
Year shall complete a Plan Agreement and an Election Form, prior to
the first day of such Plan Year, or such other earlier deadline as
may be established by the Committee in its sole
discretion.
(a) Each selected Employee who is
eligible to participate in the Plan shall commence participation in
the Plan on the date that the Employee has met all enrollment
requirements set forth in this Plan and required by the Committee,
including completing all required documents within the specified
time period(s).
(b) A newly hired Employee who is
selected to participate in the Plan who first becomes a Participant
after the beginning of a Plan Year must complete a Plan Agreement
and an Election Form within thirty (30) days after he or she
first becomes eligible to participate in the Plan, or within such
other earlier deadline as may be established by the Company, in its
sole discretion, in order to participate for that Plan Year. In
such event, such person’s participation in this Plan shall
not commence earlier than the date determined by the Committee
pursuant to Section 2.2(a) and such person shall not be
permitted to defer under this Plan any portion of his or her Base
Salary or Commissions that are paid with respect to services
performed prior to his or her participation commencement date,
except to the extent permissible under Code Section 409A.
Section 3.2(b) shall apply to Bonuses for performance periods
that commence within the first Plan Year in which such person is
eligible to participate.
(c) A newly eligible Employee who is
selected to participate in the Plan as a result of a promotion, or
other change in employment status resulting in the individual first
being eligible to participate in the Plan after the beginning of a
Plan Year, must complete a Plan Agreement and an Election Form
within thirty (30) days after he or she first becomes eligible
to participate in the Plan, or within such other earlier deadline
as may be established by the Company, in its sole discretion, in
order to
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participate for that Plan Year. In such event,
such person’s participation in this Plan shall not commence
earlier than the date determined by the Company pursuant to
Section 2.2(a) and such person shall not be permitted to defer
under this Plan any portion of his or her Base Salary or
Commissions that are paid with respect to services performed prior
to his or her participation commencement date, except to the extent
permissible under Code Section 409A. Section 3.2(b) shall
apply to Bonuses for performance periods that commence within the
first Plan Year in which such person is eligible to
participate.
(d) If an Employee fails to meet all
requirements contained in this Section 2.2 within the
period(s) required, that Employee shall not be eligible to
participate in the Plan during such Plan Year.
ARTICLE 3
Deferral Commitments/Company
Contribution Amounts/
Company Matching Amounts/
Vesting/Crediting/Taxes
3.1 Annual Deferral
Amount . For each Plan Year, a Participant may elect to
defer as his or her Annual Deferral Amount, Base Salary, Bonus
and/or Commissions pursuant to such rules as may be established by
the Committee in accordance with Code Section 409A. Such
Annual Deferral Amount may be subject to a minimum deferral amount
established by the Committee.
3.2 Maximum Deferral
.
(a) Annual Deferral
Amount . For each Plan Year, a Participant may elect to
defer, as his or her Annual Deferral Amount, Base Salary, Bonus
and/or Commissions, pursuant to such rules as may be established by
the Committee, up to the following maximum percentages for each
deferral elected:
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Maximum Percentage
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Base Salary
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80
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%
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Bonus
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90
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%
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Commissions
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90
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%
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However, no election shall be
effective to reduce the compensation paid to a Participant for a
Plan Year to an amount that is less than the amount necessary to
pay applicable employment taxes (e.g., FICA, hospital insurance,
SDI) payable with respect to amounts deferred under this Plan,
amounts necessary to satisfy any other benefit plan withholding
obligations, any resulting income taxes payable with respect to
compensation that cannot be so deferred, and any amounts necessary
to satisfy any wage garnishment or similar type
obligations.
(b) Short Plan Year .
Notwithstanding the provisions of paragraph (a) above, if a
Participant first becomes a Participant after the first day of a
Plan Year, the maximum Annual Deferral Amount shall be limited to
the amount of compensation not yet earned by the Participant as of
the date the Participant submits a Plan Agreement and Election
Form, except to the extent permissible under Code
Section 409A. Solely to the extent required under Code
Section 409A, with respect to a Bonus that is earned based
upon the fiscal year of the Company or another specified
performance period, the deferral election of a Participant who
first becomes a Participant after the first day of a Plan Year will
apply to the portion of such Bonus that is equal to (i) the
total amount of such Bonus for the performance period, multiplied
by (ii) a fraction, the numerator of which is the number of
days remaining in the performance period after the
Participant’s deferral election is made, and the denominator
of which is the total number of days in the performance
period.
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3.3 Election to Defer; Effect of Election
Form .
(a) Initial Plan Year
. In connection with a Participant’s commencement of
participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the
Participant commences participation in the Plan, along with such
other elections as the Company deems necessary or desirable under
the Plan. For these elections to be valid, the Election Form must
be completed by the Participant, in accordance with
Section 2.2 above.
(b) General
Timing Rule for Deferral Elections in Subsequent Plan Years
. For each succeeding Plan Year, a Participant may elect to defer
Base Salary, Bonus and Commissions, and make such other elections
as the Committee deems necessary or desirable under the Plan by
timely completing a new Election Form, in accordance with the
Company’s rules and procedures, before
December 31 st preceding the Plan Year in
which such compensation is earned, or before such other deadline
established in accordance with the requirements of Code
Section 409A. In the case of Bonuses, a deferral election
shall only apply to Bonuses paid for performance periods commencing
within the Plan Year to which such deferral election applies. Any
deferral election(s) made in accordance with this
Section 3.3(b) shall be irrevocable; provided, however, that
if the Company permits Participants to make deferral elections for
“Performance-Based Compensation” (as defined in
paragraph (c) below) by the deadline(s) described above, it
may, in its sole discretion, and in accordance with Code
Section 409A, permit a Participant to subsequently change his
or her deferral election for such compensation by submitting an
Election Form no later than the deadline established by the Company
pursuant to Section 3.3(c) below.
(c) Performance-Based
Compensation . Notwithstanding the provisions of
paragraph (a) and (b) above, with respect to Bonus
compensation that also qualifies as “Performance-Based
Compensation,” the Company may, in its sole discretion,
permit an irrevocable deferral election pertaining to such
Performance-Based Compensation to be made by timely delivering an
Election Form to the Company, in accordance with its rules and
procedures, no later than six (6) months before the end of the
performance service period and in accordance with Code
Section 409A. For this purpose, “Performance-Based
Compensation” shall be compensation, the payment or amount of
which is contingent on pre-established organizational or individual
performance criteria, which satisfies the requirements of Code
Section 409A.
3.4 Withholding and Crediting
of Annual Deferral Amounts . For each Plan Year, the Base
Salary portion of the Annual Deferral Amount shall be withheld from
each regularly scheduled Base Salary payroll in equal amounts, as
adjusted from time to time for increases and decreases in Base
Salary. The Bonus and Commissions portion of the Annual Deferral
Amount shall be withheld at the time the Bonus and Commissions
would be paid to the Participant, whether or not this occurs during
the Plan Year itself. Annual Deferral Amounts shall be credited to
a Participant’s Deferral Account.
3.5 Company Matching
Amount . A Participant’s Company Matching Amount (if
any) for any Plan Year shall be an amount determined by the
Committee, in its sole discretion, based on the amount of deferrals
to this Plan and credited to a Participant. The amount (if any)
credited to a Participant under this Plan for any Plan Year may be
smaller or larger than the amount credited to any other
Participant.
3.6 Discretionary Company
Contribution Amount . A Participant’s Discretionary
Company Contribution Amount (if any) for any Plan Year shall be an
amount determined by the Committee, in its sole discretion and
credited to a Participant. The amount (if any) credited to a
Participant under this Plan for any Plan Year may be smaller or
larger than the amount credited to any other
Participant.
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3.7 Crediting of Amounts after Benefit
Distribution . Subject to the requirements of
Section 409A of the Code and notwithstanding any provision in
this Plan to the contrary, should the complete distribution of a
Participant’s vested Account Balance occur prior to the date
on which any portion of (i) the Annual Deferral Amount that a
Participant has elected to defer in accordance with
Section 3.3, (ii) the Company Matching Amount (if any) or
(iii) the Discretionary Company Contribution Amount (if any),
would otherwise be credited to the Participant’s Account
Balance, such amounts shall not be credited to the
Participant’s Account Balance, but shall be paid to the
Participant.
3.8 Vesting . A
Participant shall at all times be 100% vested in his or her Account
Balance unless otherwise specified in the Participant’s Plan
Agreement, employment agreement or any other agreement entered into
between the Participant and his or her Employer, or specified at
the time the Committee determines to make a Company Matching Amount
or a Discretionary Company Contribution Amount pursuant to Sections
3.5 and 3.6.
3.9 Crediting/Debiting of
Account Balances . In accordance with, and subject to, the
rules and procedures that are established from time to time by the
Committee, amounts shall be credited or debited to a
Participant’s Account Balance in accordance with the
following rules:
(a) Measurement Funds
. The Participant may elect one or more of the measurement funds
selected by the Committee, (the “ Measurement Funds
”) for the purpose of crediting or debiting additional
amounts to his or her Account Balance. As necessary, the Committee
may, in its sole discretion, discontinue, substitute or add a
Measurement Fund.
(b) Election of Measurement
Funds . A Participant, in connection with his or her
initial deferral election in accordance with Section 3.3(a)
above, shall elect, on the Election Form, one or more Measurement
Fund(s) (as described in Section 3.9(a) above) to be used to
determine the amounts to be credited or debited to his or her
Account Balance. If a Participant does not elect any of the
Measurement Funds as described in the previous sentence, the
Participant’s Account Balance shall be allocated into the
Measurement Fund(s), as determined by the Committee, in its sole
discretion. The Participant may (but is not required to) elect, by
completing an Election Form in accordance with such rules and
procedures established by the Committee, to add or delete one or
more Measurement Fund(s) to be used to determine the amounts to be
credited or debited to his or her Account Balance, or to change the
portion of his or her Account Balance allocated to each previously
or newly elected Measurement Fund. If an election is made in
accordance with the previous sentence, it shall apply as of the
first business day deemed reasonably practicabl