Molex
Executive Deferred Compensation Plan
(Effective as of January 1,
2008)
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Page
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Article 1. Establishment And
Purpose
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1
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1
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1
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2
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2
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2
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2
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2
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2
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2
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2
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2
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2
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3
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3
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3
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3
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2.17 “In Service
Distribution”
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3
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2.18 “Investment
Elections”
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3
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3
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3
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3
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3
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4
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2.24 “Separation from
Service”
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4
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4
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4
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2.27 “Unforeseeable
Emergency”
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4
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Article 3. Eligibility And
Participation
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4
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4
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3.2 Notice of Eligibility
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4
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3.3 Right to Participation or
Employment
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4
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3.4 Effect of Subsequent
Ineligibility
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4
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5
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5
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5
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4.3 Deferral Elections and Distribution
Elections
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5
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6
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i
TABLE OF
CONTENTS
(continued)
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Page
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Article 5. Distribution of
Benefits
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6
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6
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5.2 Early Benefit Distribution
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7
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5.3 Benefits Upon Separation From
Service
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7
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5.4 Benefits Upon Disability
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7
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7
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7
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5.7 Changes to Time and Form of
Payment
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8
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5.8 Unforeseeable Emergency
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8
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5.9 Source of Assets for
Distributions
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9
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5.10 Withholding of Taxes
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9
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Article 6. Individual Accounts
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9
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6.1 Participants’ Accounts
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9
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9
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9
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10
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6.5 Participant Statements
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10
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10
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7.1 Establishment of Irrevocable
Trust
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10
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10
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10
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10
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10
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10
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Article 8. Investment Elections and
Allocations
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11
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11
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8.2 Change of Prior Election
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11
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11
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11
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8.5 Allocating Distributions
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11
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Article 9. Beneficiary
Designation
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11
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9.1 Designation of Beneficiary
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11
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11
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9.3 Ineffective Designation
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12
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Article 10. Administration
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12
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12
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10.2 Authority of the Committee
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12
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10.3 Delegation of Committee Members’
Powers
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12
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10.4 Manner of Action of the
Committee
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12
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12
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12
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ii
TABLE OF
CONTENTS
(continued)
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Page
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13
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Article 11. Amendment and
Termination
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13
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11.1 Right to Terminate and Amend
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13
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11.2 Notice of Termination
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13
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11.3 Effect of Termination
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13
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11.4 Limitations on Amendments
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13
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11.5 Merger, Consolidation, Reorganization, or
Transfer
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13
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Article 12. Participation In And Withdrawal
from the Plan By An Employer
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14
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12.1 Affiliate Participation in the
Plan
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14
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12.2 Withdrawal from the Plan
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14
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Article 13. Miscellaneous
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14
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14
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14
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15
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15
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15
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15
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iii
Molex
Executive Deferred Compensation Plan
(
Effective as of January 1,
2008)
WHEREAS ,
Molex Incorporated, a Delaware corporation (the
“Company”), established the 2005 Molex Supplemental
Executive Retirement Plan (the “2005 SERP”);
WHEREAS ,
prior to January 1, 2008 the 2005 SERP provided for both
employee voluntary deferrals of salary and bonus, and employer
contributions for purposes of restoring benefits under the Molex
Incorporated Profit Sharing and Retirement Plan (the “Profit
Sharing Plan”) as a result of limitations imposed under the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), and the Internal Revenue Code of 1986, as
amended (the “Code”); and
WHEREAS ,
the Company has determined that for ease in administration, it is
in the Company’s best interest to (i) establish a
separate plan that provides for employee voluntary deferrals of
salary and bonus which will be called the Molex Executive Deferred
Compensation Plan (the “Plan”), (ii) remove any
voluntary deferral options from the 2005 SERP, and (iii) leave
in the 2005 SERP solely those provisions that govern excess
benefits pertaining to the Profit Sharing Plan.
NOW,
THEREFORE, in compliance with the foregoing, the Company hereby
adopts, effective as of January 1, 2008, except where
otherwise specifically provided, this Plan, to provide as
follows:
ARTICLE 1.
ESTABLISHMENT AND PURPOSE
1.1
Establishment . The Plan is hereby adopted effective
January 1, 2008. The Plan is a nonqualified retirement plan
for key employees as described herein and is intended to comply
with the provisions of Code Section 409A and any regulations
issued thereunder.
1.2
Purpose . The purposes of the Plan are as
follows:
(a)
Discretionary Deferred Contributions . To allow an
eligible employee to defer all or a portion of Salary and
Bonus.
(b)
Unfunded Plan . To be an unfunded plan maintained
primarily to provide deferred compensation benefits for a select
group of management or highly compensated employees within the
meaning of §§201, 301, and 401 of ERISA, and therefore is
further intended to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA.
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 the bookkeeping ledger established
for each Participant for the purpose of tracking Deferred Amounts
plus (or minus) any gains (or losses) accruing as a result of
Investment Elections.
2.2 “
Affiliate ” means any corporation, organization,
or entity which is under common control with the Company or which
is otherwise required to be aggregated with the Company pursuant to
paragraphs (b), (c), (m), or (o) of Code §414.
2.3 “
Beneficiary ” means the person, trust, or other
entity designated by the Participant to receive benefits that may
become payable hereunder upon his or her death pursuant to
Section 5.5.
2.4 “
Bonus ” means a payment of annual cash
compensation earned for a Fiscal Year under an annual incentive
plan or arrangement offered by the Company.
2.5 “
Bonus Deferral ” means the portion of a Bonus
deferred by a Participant under Section 4.3(b) for a Plan
Year.
2.6 “
Code ” means the Internal Revenue Code of 1986, as
amended from time to time, and the regulations and rulings issued
thereunder. Reference to any section or subsection of the Code
includes reference to any comparable or succeeding provisions of
any legislation that amends, supplements or replaces that section
or subsection.
2.7 “
Committee ” means the Special Subcommittee of the
Executive Committee of the Company’s Board of
Directors.
2.8 “
Company ” means Molex Incorporated, a Delaware
corporation.
2.9 “
Deferral Form ” means the form(s) that the
Participant must complete and return to the Company in order to
defer any portion of Salary and/or Bonus and to elect the time and
form of distribution with respect to Deferred Amounts related to a
particular Plan Year and/or Fiscal Year.
2.10 “
Deferred Amounts ” means the aggregate amount of
Salary Deferrals, if any, with respect to a given Plan Year plus
Bonus Deferrals, if any, related to the Fiscal Year which ends and
is included within the Plan Year to which the Salary Deferrals
relate which is contributed by such Participant under the Plan to
his/her Account.
2.11 “
Disability ” means the Participant is:
(a) unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to last for a continuous period of not less than twelve
(12) months; or
(b) by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan of an
Employer that then covers the Participant.
2
2.12 “
Distribution Date ” means the earliest to
occur of the following:
(a) the
Participant’s In-Service Distribution, if any, elected in
accordance with Section 5.2;
(b) in the
case of Separation from Service other than for death or Disability,
the date specified in Section 5.3;
(c) in the
case of Disability, the date specified in Section 5.4;
or
(d) in the
case of death, the date specified in Section 5.5.
2.13
“Effective Date” means January 1,
2008.
2.14 “
Employer ” means the Company, and any corporation,
organization or entity that is an Affiliate and either adopts the
Plan pursuant to Section 12.1 or continues the Plan as a
successor under Section 13.3.
2.15 “
ERISA ” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, or any
successor thereto.
2.16 “
Fiscal Year ” means the 12 month period
beginning each July 1 and ending the following June 30, or
such other 12-month period as determined by the Board of Directors
of the Company.
2.17 “
In-Service Distribution ” means the date elected
by the Participant on his or her Deferral Form for the early
distribution of his or her Deferred Amounts related to a particular
Plan Year and/or Fiscal Year, as provided in
Section 5.2.
2.18 “
Investment Elections ” shall have the same meaning
as defined with respect to the Trust Agreement described in
Article 7.
2.19 “
Participant ” means an employee of an Employer who
has been approved for eligibility as provided in
Article 3.
2.20 “
Plan ” means the Molex Executive Deferred
Compensation Plan as provided herein and as amended from time to
time.
2.21 “
Plan Year ” means the calendar year.
2.22 “
Salary ” means the annual base salary rate and
payments of cash compensation payable by the Employer to an
employee for services performed during any Plan Year before
deduction for income taxes, but reduced by all legally required
deductions against such income (including, but not limited to, if
applicable, elective contributions or benefit contributions made by
such employee, wage assignments, wage garnishments, child support
payments, levies, remittance of all applicable taxes to
governmental authorities), and specifically other than Bonuses and
Bonus Deferrals under the Plan .
3
2.23 “
Salary Deferral ” means the portion of Salary
deferred by a Participant under Section 4.3(a) for a Plan
Year.
2.24 “
Separation from Service ” means the
Participant’s termination of employment with the Employer for
any reason, including retirement, death, or Disability, or as
otherwise provided by the Department of Treasury or the Internal
Revenue Service in regulations or other guidance promulgated under
Code §409A.
2.25 “
Trust Agreement ” or “ Trust
” means the trust agreement and the trust established by
the Company for the Plan.
2.26 “
Trustee ” means the original Trustee named in the
Trust Agreement and any duly appointed successor
thereto.
2.27 “
Unforeseeable Emergency ” means a severe financial
hardship to a Participant resulting from an illness or accident of
the Participant, the Participant’s spouse, the
Participant’s beneficiary or a dependent (as defined in Code
Section 152, without regard to section 152(b)(1), (b)(2), and
(d)(1)(B)), loss of the Participant’s property due to
casualty or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of
the Participant. Any distributions made on account of an
Unforeseeable Emergency shall be made pursuant to
Section 5.8.
ARTICLE 3.
ELIGIBILITY AND PARTICIPATION
3.1
Eligibility . To be eligible to participate in the Plan,
a person must be among a select group of management or highly
compensated employees of an Employer, and selected for
participation by the Committee, such that the Plan qualifies for a
“top hat” exemption from most of the substantive
requirements of Title I of ERISA, as described in
Section 1.2(c). Accordingly, the Committee may terminate the
participation of any or all Participants in order to achieve and
maintain this intended result; provided, however , such
termination from participation shall not become effective until the
first day of the next succeeding Plan Year.
3.2 Notice
of Eligibility . Generally, eligible employees shall be
notified of their eligibility to participate prior to the beginning
of each Plan Year in which they are eligible. Subject to the Code
Section 409A aggregation rules as applicable, for the first
year an employee is notified of eligibility under this
Article 3, a deferral election on the relevant Deferral Form
may be made within 30 days of the date the employee first
becomes eligible under this Plan; provided, however , such
elections shall be prospective and shall apply only to Salary and
Bonus earned after such deferral election is made.
3.3 Right
to Participation or Employment . No employee shall have the
right to be selected to participate in this Plan or, having been so
selected, to be selected to participate in any future Plan Year.
Further, nothing in the Plan shall interfere with or limit in any
way the right of an Employer to terminate any Participant’s
employment at any time, nor confer upon any Participant a right to
continue in the employ of an Employer.
3.4 Effect
of Subsequent Ineligibility . In the event a Participant
ceases to be eligible for continued participation in the Plan for
any reason, such individual shall become an inactive Participant,
retaining all the rights relating to previous Supplemental Company
Contributions as
4
described under
the Plan, until such time that such individual again is determined
by the Committee to be an active Participant or until Separation
from Service.
4.1 Salary
Deferrals . A Participant may elect to defer receipt of all
or any portion of his or her Salary for a given Plan Year by
delivering a properly executed Deferral Form to the Company within
the time specified in Section 4.3(a). The Deferral Form shall
designate the amount or percentage of Salary that is to be deferred
under the Plan for a given Plan Year. The Committee shall have the
sole discretionary authority to establish the maximum amount of
Salary Deferrals any particular Participant shall make to the Plan
each Plan Year. The Deferral Form shall be irrevocable for a given
Plan Year once effective.
4.2 Bonus
Deferrals . A Participant may elect to defer receipt of all
or any portion of his or her Bonus for a given Fiscal Year by
delivering a properly executed Deferral Form to the Company within
the time specified in Section 4.3(b). The Deferral Form shall
designate the amount or percentage of Bonus that is to be deferred
under the Plan for a given Fiscal Year. The Committee shall have
the sole discretionary authority to establish the maximum amount of
Bonus Deferrals any particular Participant shall make to the Plan
each Fiscal Year. The Deferral Form shall be irrevocable for a
given Fiscal Year once effective.
4.3
Deferral Elections and Distribution Elections
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(i) Deferral
Elections . A Participant shall make an irrevocable
election each Plan Year to defer all or any portion of his/her
Salary under the Plan for such Plan Year by delivering to the
Company a properly executed Deferral Form. The Deferral Form shall
be completed and filed with the Company with respect to deferrals
of Salary before the beginning of the Plan Year for which services
are performed so long as the employee remains eligible to
participate in the Plan. Notwithstanding the foregoing and subject
to the aggregation rules under Code Section 409A, a
newly-hired Participant or an employee who becomes a Participant
due to promotion or other such change to employment status, shall
be given thirty (30) days after the date he or she becomes eligible
to participate in the Plan to complete and submit a Deferral Form.
Each properly completed and timely submitted Deferral Form shall
become effective as of the first day of the following Plan Year;
provided that in the case of a newly-hired Participant, a
properly completed and timely submitted Deferral Form shall become
effective on the date provided to the Company.
(ii)
Distribution Elections . The Deferral Form filed by a
Participant with respect to distribution of his/her Salary
Deferrals for a given Plan Year shall clearly specify the time and
form of payment from among the options provided for and approved by
the Committee. In the event a Participant does not specify on
his/her Deferral Form the time and form of payment relating to such
Salary Deferrals, then such Participant shall be deemed to have
elected the default form of distribution under Section 5.7(a)
which is a lump-sum distribution, and shall be deemed to have not
elected any In-Service Distribution under
Section 5.2.
5
(i) Deferral
Elections . A Participant shall make an irrevocable
election each Fiscal Year to defer any or all of his/her Bonus
under the Plan for such Fiscal Year by delivering to the Company a
properly executed Deferral Form. The Deferral Form shall be
completed and filed with the Committee with respect to deferrals of
Bonus before the beginning of the Fiscal Year for which services
are performed so long as the employee remains eligible to
participate in the Plan. Notwithstanding the foregoing and subject
to the aggregation rules under Code Section 409A, a
newly-hired Participant or an employee who becomes a Participant
due to promotion or other such change to employment status, shall
be given thirty (30) days after the date he or she becomes eligible
to participate in the Plan to complete and submit a Deferral Form.
Each properly completed and timely submitted Deferral Form shall
become effective as of the first day of the next following Fiscal
Year; provided that in the case of a newly-hired
Participant, a properly completed and timely submitted Deferral
Form shall become effective on the date provided to the Company.
Notwithstanding the foregoing, to the extent that a
Participant’s Bonus constitutes “performance based
compensation” (within the meaning of Code Section 409A
and regulations issued thereunder), the Participant’s
Deferral Form with respect to the deferral of such
performance-based Bonus may be delivered to the Plan Administrator
no later than December 31 of the Fiscal Year in which the
Bonus is earned.
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