Exhibit 10.1
NATIONAL SEMICONDUCTOR CORPORATION
DEFERRED COMPENSATION PLAN
Effective June 1, 2001
(As Amended and Restated Effective November 1, 2001)
NATIONAL SEMICONDUCTOR CORPORATION
DEFERRED COMPENSATION PLAN
PLAN DOCUMENT
(AS AMENDED AND RESTATED EFFECTIVE AS OF NOVEMBER 1, 2001)
THIS DEFERRED COMPENSATION PLAN ("Plan") originally adopted by National
Semiconductor Corporation, a corporation organized and existing under the laws
of the State of Delaware, (hereinafter referred to as the "Employer") effective
as of June 1, 2001, as hereby amended and restated effective as of November 1,
2001:
WITNESSETH:
WHEREAS, the Employer adopted this Plan to consolidate previously deferred
incentive awards under the Key Employee Incentive Plan ("KEIP"), Executive
Officer Incentive Plan ("EOIP"), and Key Employee Bonus Plan ("KEBP") and to
continue to allow certain participants in the KEIP and EOIP the ability to defer
payment of their incentive awards under those plans; and
WHEREAS, the Employer's Benefit Restoration Plan ("BRP") previously permitted
certain BRP participants to defer up to 30% of Compensation as Annual Savings
Restoration Amounts and provided Annual Profit Sharing Restoration Amounts for
participants whose benefits under the National Semiconductor Corporation
Retirement and Savings Program (RASP) were limited by the Internal Revenue Code;
and
WHEREAS, the Employer desires to combine into the Plan the provisions of the BRP
that permit the deferral of Compensation and provide for Annual Profit Sharing
Restoration Amounts, in order to create a single plan and to provide additional
flexibility with respect to future deferrals; and
WHEREAS, the Employer also desires to transfer Annual Matching Restoration
Amounts, Annual Profit Sharing Restoration Amounts and Annual Savings
Restoration Amounts previously accrued under the BRP so that they may be held
under a single plan; and
WHEREAS, the Employer wishes to amend and restate the Plan in order to achieve
the goals set forth above;
NOW, THEREFORE, in consideration of the promises herein contained, it is hereby
declared as follows:
ARTICLE 1
DEFINITIONS
When used herein, the words and phrases defined hereinafter shall have the
following meaning unless a different meaning is clearly required by the context.
1.01 "Account" shall mean the Account established pursuant to Section 3.05 of
the Plan.
1.02 "Annual Matching Restoration Amount" shall mean the amount (as previously
defined under the BRP) that remained to the credit of a Participant under
the BRP as of October 31, 2001 and which will no longer be payable under
the BRP after October 31, 2001. Once this amount is credited to a
Participant Account under the Plan, a Participant will no longer have any
right to the amount previously credited under the BRP. In no event shall a
Participant be entitled to the amount credited under this Plan and the
amount that was credited to an account under the BRP prior to November 1,
2001.
1.03 "Annual Profit Sharing Restoration Amount" shall mean the amount determined
in accordance with Section 3.02 of this Plan.
Such amount shall also include the Annual Profit Sharing Restoration Amount
that remained to the credit of a Participant under the BRP as of October
31, 2001 and which will no longer be payable under the BRP after October
31, 2001. Once this amount is credited to a Participant Account under the
Plan, a Participant will no longer have any right to the amount previously
credited under the BRP. In no event shall a Participant be entitled to the
amount credited under this Plan and the amount that was credited to an
account under the BRP prior to November 1, 2001.
1.04 "Annual Savings Restoration Amount" shall mean the amount (as previously
defined under the BRP) that remained to the credit of a Participant under
the BRP as of October 31, 2001, and which will no longer be payable under
the BRP after October 31, 2001. Once this amount is credited to a
Participant Account under the Plan, a Participant will no longer have any
right to the amount previously credited under the BRP. In no event shall a
Participant be entitled to the amount credited under this Plan and the
amount that was credited to an account under the BRP prior to November 1,
2001.
1.05 "Beneficiary" shall mean the person or persons last designated by a
Participant, by written notice filed with the Committee, to receive a Plan
Benefit upon his or her death. A new Beneficiary designation may be made
with respect to each Deferred Incentive Award Amount or Deferred
Compensation Amount class year subaccount. In the event a Participant fails
to designate a person or persons as provided above or if no Beneficiary so
designated survives the Participant, then for all purposes of this Plan,
the Beneficiary shall be the person(s) designated as the beneficiaries by
the Participant under the RASP, or, if none, the Participant's estate.
1.06 "Benefits" shall mean the value of the Participant's Account as credited to
the investment options selected by the Participant from among the
investment options authorized by the Committee from time-to-time under the
Plan as reflected in the records of the Participant's Account as described
in Sections 3.05 and 3.06 of the Plan.
1.07 "Board" shall mean the Board of Directors of National Semiconductor
Corporation.
1.08 "BRP" shall mean the National Semiconductor Corporation Benefit Restoration
Plan.
1.09 "Committee" shall mean The Retirement and Savings Program Administrative
Committee.
1.10 "Compensation" shall mean the sum of:
(a) the Employee's basic or regular rate of compensation for each payroll
period during that portion of a Plan Year in which the Employee is a
Participant in the Plan, plus
(b) all overtime, lead time, sales commissions and shift differential
income received during that portion of a Plan Year in which the
Employee is a Participant in the Plan.
Compensation does not include Incentive Awards.
1.11 "Deferred Compensation Amount" shall mean the amount determined in
accordance with Section 3.04 of this Plan.
1.12 "Deferred Incentive Award Amount" shall mean the amount of a Participant's
Incentive Award that is deferred with respect to a particular fiscal year
of the Employer as determined in accordance with Section 3.03 of this Plan.
Such amount also includes amounts credited to a Participant Account in
the Plan as of June 1, 2001 from amounts that remained to the credit
of a Participant under the provisions of the KEIP, EOIP or KEBP as of
May 31, 2001. In no event shall a Participant be entitled to the
amount credited under this Plan and the amount that was credited to an
account under the KEIP, EOIP or KEBP prior to June 1, 2001.
1.13 "Effective Date" shall mean June 1, 2001, except that the provisions
relating to the deferral of Compensation, Annual Profit Sharing Restoration
Amounts and the consolidation of prior Annual Matching Restoration Amounts,
prior Annual Profit Sharing Restoration Amounts, and prior Annual Savings
Restoration Amounts under the BRP which remained to the credit of a
participant in the BRP as of October 31, 2001, shall be effective November
1, 2001.
1.14 "Employer" shall mean National Semiconductor Corporation.
1.15 "Incentive Award" shall mean the amount payable to an Employee either under
the Employer's Executive Officer Incentive Plan (EOIP) or Key Employee
Incentive Plan (KEIP) from June 1, 2001 forward.
1.16 "Participant" shall mean an eligible Employee of the Employer who satisfies
the eligibility requirements of Section 2.01 of the Plan.
1.17 "Plan" shall mean the National Semiconductor Corporation Deferred
Compensation Plan, as amended from time to time.
1.18 "Plan Year" shall mean the Employer's fiscal year.
1.19 "RASP" shall mean the National Semiconductor Corporation Retirement and
Savings Program, or any successor plan (or plans) thereto. In the case of
any successor plan, references herein to Sections of the RASP shall be
interpreted as corresponding Sections under the successor plan.
1.20 Capitalized Terms not defined herein shall have the meaning attributed to
them in the RASP.
ARTICLE II
ELIGIBILITY
2.01 Eligibility
A. Annual Profit Sharing Restoration Amount
An Employee shall be eligible to receive an Annual Profit Sharing
Restoration Amount in any Plan Year in which he qualifies for an
allocation of the Employer's Annual Profit Sharing Contribution
as a participant under the RASP, but the amount of the RASP
benefit to which he is entitled is reduced by reason of the
application of the limitations set forth in Sections 401(a)(17)
or 415(c)(1)(A) of the Code as applied to the Employee's
compensation under the RASP, or is reduced by the amount of
Compensation deferred pursuant to Section 2.02 of the Plan.
B. Deferred Compensation Amount
An Employee shall be eligible to make deferrals of his
Compensation under the Plan if he is on the Employer's U.S.
payroll, and (i) holds a 39xx or higher job code and (ii) has
made the maximum permitted deferral under the RASP (provided,
however, that this requirement shall not apply to an Employee who
holds both a 43xx or higher job code and a job title of vice
president or above), or such other criteria as is established by
the Committee for eligibility.
C. Deferred Incentive Award Amount
An Employee shall be eligible to make deferrals of his Incentive
Award under the Plan if he is on the Employer's U.S. payroll, and
holds a 39xx or higher job code, or such other criteria as is
established by the Committee for eligibility.
2.02 Enrollment
A. Annual Profit Sharing Restoration Amount
An eligible Employee is automatically enrolled in the Annual
Profit Sharing Restoration Amount portion of this Plan.
B. Deferred Compensation Amount
A Participant may enroll in the Plan for purposes of deferring
Compensation by November 30, or such other date that is specified
by the Committee ("enrollment date"), prior to the end of any
calendar year, to be effective as of January 1, of the next
succeeding calendar year, by using such enrollment process as
established by the Committee for this purpose. Such enrollment
process shall provide for the election of the percentage of the
Compensation that shall be deferred, the timing of the
commencement of deferrals (in accordance with Section 3.04), the
timing for payment of Compensation (in accordance with Section
4.01), and the form of payment of Compensation (in accordance
with Section 4.05).
1. Once a Participant has enrolled in the Plan for the purpose
of deferring Compensation (or previously enrolled in the BRP
for purposes of Annual Savings Restoration Amounts), the
election made by the Participant shall remain in effect
until the Participant modifies or revokes his election. Any
modification or revocation by the Participant must be made
by the enrollment date of the calendar year preceding the
effective date of such modification or revocation.
2. An Employee hired during a Plan Year who meets the
eligibility requirements of Section 2.01 of the Plan, may
make an election, prior to the date the Employee's
employment commences, to begin participation 30 days after
the Employee's date of employment. Otherwise, an Employee
who becomes eligible after an enrollment date will be
required to wait until the next available enrollment date to
participate in the Plan.
C. Deferred Incentive Award Amount
A Participant may enroll in the Plan for purposes of deferring an
Incentive Award with respect to a particular fiscal year of the
Employer no later than 30 days before the end of the fiscal year
of the Employer, or such other date that is specified by the
Committee, by using such enrollment process as established by the
Committee for this purpose. Such enrollment process shall provide
for the election of the percentage of the Incentive Award that
shall be deferred, the timing for payment of the Incentive Award
(in accordance with Section 4.01), and the form of payment of the
Incentive Award (in accordance with Section 4.05). A new election
must be completed for each fiscal year for which a deferral of an
Incentive Award is desired.
ARTICLE III
BENEFITS
3.01 Benefits
The maximum Benefits under this Plan to which a Participant shall be entitled
shall be equal to the sum of:
(a) the Participant's Annual Profit Sharing Restoration Amount
credited pursuant to Section 3.02 (and previously credited
amounts as described in Section 1.03);
(b) the Participant's Deferred Incentive Award Amount credited
pursuant to Section 3.03 (and previously credited amounts as
described in Section 1.12);
(c) the Participant's Deferred Compensation Amount credited pursuant
to Section 3.04;
(d) the Participant's Annual Savings Restoration Amount;
(e) the Participant's Annual Matching Restoration Amount; and
(f) earnings and losses credited to the Participant's Account in
accordance with Section 3.06.
3.02 Annual Profit Sharing Restoration Amount
The Annual Profit Sharing Restoration Amount to which a Participant shall be
entitled to for a Plan Year shall be an amount equal to the difference, if any
between (a) and (b) below:
(a) The amount of the Employer's Annual Profit Sharing Contribution,
which would have been allocated to a Participant under the RASP
if the Annual Profit Sharing Contribution were determined
pursuant to Section 5.01 B.3. of the RASP and the allocation were
determined pursuant to Section 6.03 A. of the RASP 1) without
giving any effect to the limitations imposed by sections
401(a)(17) and 415 of the Code, as now or hereafter in effect and
2) by including the amount of Compensation deferred pursuant to
Section 2.02 of the Plan; less
(b) The amount of the Employer's Annual Profit Sharing Contribution
allocated to the Participant under the RASP.
3.03 Deferred Incentive Award Amounts
The Deferred Incentive Award Amount which shall be credited to a Participant's
Account for a Plan Year, shall be equal to the amount of the Incentive Award
with respect to the Employer's fiscal year ending immediately before the Plan
Year that a Participant has agreed to defer under this Plan pursuant to
procedures established by the Committee. A Participant may agree to defer
receipt of up to 100% of his Incentive Award with respect to the Employer's
fiscal year ending immediately before the Plan Year.
3.04 Deferred Compensation Amounts
In the case of a Participant who holds a job code of 39xx or above, the maximum
Deferred Compensation Amount shall be equal to 30% of the Participant's
Compensation beginning as of the pay date in which the Participant makes the
maximum contributions to the RASP permitted under section 402(g) of the Code
through to the end of the calendar year in which the Participant's deferral
election applies. Such Participant may elect any whole percentage of his
Compensation between 0% and 30%.
In the case of a Participant holding both a 43xx or higher job code and a job
title of vice president or above, the maximum Deferred Compensation Amount shall
be equal to 50% of the Participant's Compensation for the entire calendar year
in which the Participant's election applies, allowing deferrals to start at the
beginning of a calendar year before a Participant reaches the maximum
contributions to the RASP permitted under section 402(g) of the Code if the
Participant so chooses. Such Participant may elect any whole percentage of his
Compensation between 0% and 50%.
3.05 Participant's Account
The Employer shall create and maintain adequate records to reflect the interest
of each Participant in the Plan. Such records shall be in the form of individual
Accounts. When appropriate, a Participant's Account shall consist of separate
calendar class year subaccounts with respect to each Plan Year for which a
Deferred Incentive Award Amount or Deferred Compensation Amount is credited
under the Plan. Such Accounts shall be kept for recordkeeping purposes only and
shall reflect amounts allocated under Section 3.07, distributions under Article
IV, and divestments under Section 6.07. Any Accounts maintained in trust by the
Employer shall not be construed as providing for assets to be held in trust or
escrow or any other form of asset segregation for the Participant or Beneficiary
to whom benefits are to be paid pursuant to the terms of the Plan.
3.06 Allocation to Participant Account
The Participant's Deferred Incentive Award Amount and Deferred Compensation
Amount shall be credited to the Participant's Account as of the paydate such
amount would have been paid to such Participant absent a deferral under the
Plan.
The Participant's Annual Profit Sharing Restoration Amount shall be credited to
the Participant's Account as of the same date as the Annual Profit Sharing
Contribution is credited under the RASP.
The Participant's Annual Savings Restoration Amount, Annual Matching Restoration
Amount and Annual Profit Sharing Restoration Amount previously credited under
the BRP shall be credited to the Participant's Account as of the Effective Date.
Each Participant may advise the Committee, in accordance with procedures
established by the Committee, on how he wishes his Account to be allocated among
the investment options authorized by the Committee and such Participant's
Account shall be credited with earnings and losses at such time and in such
manner as determined in the sole discretion of the Committee and shall reflect
the allocation of investments made there under. The Participant may change his
investment allocation in accordance with procedures established by the
Committee. Notwithstanding the foregoing, the Committee reserves the right to
determine the Plan's investment options and the specific process for making
investments without regard to the advice received from Participants.
3.07 Vested Percentage
Notwithstanding anything herein to the contrary, a Participant shall be 100%
vested at all times in his Deferred Incentive Award Amount, his Deferred
Compensation Amount, Annual Savings Restoration Amount, and his Annual Matching
Restoration Amount.
A Participant shall be vested in his Annual Profit Sharing Restoration Amount in
accordance with Section 8.01(A) of the RASP; provided, however, that forfeited
amounts shall not be reallocated among Plan Participants, or be restored to the
forfeiting Participant upon reemployment.
3.08. Benefits Under Prior Plans
In no event shall a Participant be entitled to the same amount under this Plan
and the KEIP, EIOP, KEBP, or BRP.
ARTICLE IV
DISTRIBUTION OF BENEFITS
4.01 Benefit Commencement Date
Except as provided in Section 4.04, Benefits under the Plan may not be paid
prior to the earlier of:
(a) the Participant's termination of employment (as provided in
Section 4.02); or
(b) in the case of a Deferred Incentive Award Amount or Deferred
Compensation Amount, a date pre-selected by the Participant (as
provided in Section 4.03), in accordance with the election made
by the Participant pursuant to Section 2.02.
If an election is made to have Benefits commence on a date pre-selected by the
Participant (as provided in Section 4.03), such election subsequently may be
modified to defer payment until the Participant's termination of employment (as
provided in Section 4.02), provided such election modification is made by the
Participant in writing at least 12 months prior to the pre-selected date.
4.02 Termination of Employment
Except as otherwise provided in Section 4.01 and 4.03 of this Article, Benefits
shall be distributed upon termination of employment for any reason (including
retirement, disability, death, or reduction-in-force). However, in the case of a
termination of employment because of a disposition of substantially all of the
assets of a line of business or a disposition of the Employer's interest in a
subsidiary, if the Employer and the acquiring company so agree, a Participant
that would continue in a similar position with the acquiring company will be
given the opportunity to elect sufficiently in advance of such disposition, to
have his Benefits transferred to a nonqualified deferred compensation plan
maintained by the acquiring company. If the Participant makes the election
described in the preceding sentence, and the Participant's Benefits are so
transferred, the Participant's rights under this Plan shall cease. If the
Participant does not make such an election, the Participant's Benefits shall be
paid as they otherwise would in the case of a termination of employment.
4.03 Date Pre-Selected by the Participant
A Participant may elect to have payment of a Deferred Compensation Amount or a
Deferred Incentive Award Amount for a particular Plan Year (except that in the
case of a Deferred Incentive Award Amount deferred prior to June 1, 2001, all
such amounts must be subject to the same election) commence prior to termination
of employment, provided that the commencement date is at least two full calendar
years after the end of the calendar year in which the Deferred Incentive Award
Amount or Deferred Compensation Amount otherwise would have been paid to the
Participant absent the deferral under this Plan. For example, payment of a
Deferred Incentive Award Amount or a Deferred Compensation Amount that otherwise
would have been paid to the Participant in 2002 may be deferred to a date no
earlier than January 1, 2005.
4.04 Hardship
Payment of part or all of the Benefits under this Plan may be accelerated in the
case of severe hardship, which shall mean an emergency or unexpected situation
in the Participant's financial affairs, including, but not limited to, illness
or accident involving the Participant or any of the Participant's dependents
(within the meaning of Section 152(a) of the Internal Revenue Code). All
payments in case of hardship must be approved by the Committee and will be
limited to the amount necessary to meet the severe hardship.
4.05 Form of Payment
Benefits shall be distributed to a Participant in either a lump sum, or in
annual installment payments of at least two (2) years, but not more than ten
(10) years, in accordance with the election made by the Participant pursuant to
Section 2.02; provided, however, that the Participant's election under Section
2.02 as to the form of payment of Benefits subsequently may be modified to
provide for another permissible form of payment, so long as such election
modification is made by the Participant in writing at least 90 days prior to the
date the payment of Benefits commences under Section 4.01.
Notwithstanding the preceding paragraph, a Participant's Annual Profit Sharing
Restoration Amount, Annual Savings Restoration Amount, and Annual Matching
Restoration Amount may not be paid in installments unless the Participant is
eligible to retire under Section 9.01 of the RASP.
If installment payments are elected, the first installment shall be made as soon
as is administratively feasible after the event giving rise to the distribution
and all subsequent installments shall be paid at the beginning of each
subsequent calendar year as soon as is administratively feasible. Annual
installment payments shall be equal to the then remaining Account balance,
divided by the number of years remaining in the installment period. To the
extent Benefits are not paid in installments, the Account balance will be paid
in a lump sum in the month following the event giving rise to the distribution,
or as soon as is administratively feasible. Notwithstanding the foregoing, the
Committee, in its sole discretion, may accelerate any installment payment
election upon the Participant's termination of employment.
4.06 Beneficiary Entitlement
In the event a Participant entitled to installment payments dies before
receiving all Benefits under the Plan, the unpaid balance will be paid in a lump
sum to such Participant's Beneficiary as soon as is administratively feasible
following the Participant's death.
ARTICLE V
ADMINISTRATION; AMENDMENTS AND TERMINATION; RIGHTS AGAINST THE COMPANY
5.01 Administration
The Committee shall administer this Plan. With respect to the Plan, the
Committee shall have, and shall exercise and perform, all the powers, rights,
authorities and duties set forth in the RASP with the same effect as if set
forth in full herein with respect to this Plan. Except as expressly set forth
herein, any determination or decision by the Committee shall be conclusive and
binding on all persons who at any time have or claim to have any interest
whatsoever under this Plan.
5.02 Amendment and Termination Prior to a Change in Control
The Employer, solely, and without the approval of the Committee or any
Participant or Beneficiary, shall have the right to amend this Plan at any time
and from time-to-time. Any such amendment shall become effective upon the date
stated therein. Notwithstanding the foregoing, no amendment shall adversely
affect the rights of any Participant or Beneficiary who was previously receiving
Benefits under this Plan to continue to receive such Benefits or of all other
Participants and Beneficiaries to receive the Benefits promised under the Plan
immediately prior to the later of the effective date or the date of adoption of
the amendment.
The Employer has established this Plan with the bona fide intention and
expectation that from year-to-year it will deem it advisable to continue it in
effect. However, circumstances not now foreseen or circumstances beyond the
Employer's control may make it impossible or inadvisable to continue the Plan.
Therefore, the Employer, in its sole discretion, reserves the right to terminate
the Plan in its entirety at any time; provided, however, that in such event any
Participant or Beneficiary who was receiving benefits under this Plan as of the
termination date, shall continue to receive such Benefits, and all other
Participants and Beneficiaries shall remain entitled to receive the Benefits
promised under the Plan immediately prior to the termination of the Plan.
5.03 Rights Against the Employer
The establishment of this Plan shall not be construed as giving to any
Participant, Beneficiary, Employee or any person whomsoever, any legal,
equitable or other rights against the Employer, or its officers, directors,
agents or shareholders, except as specifically provided for herein, or its
giving to any Participant any equity or other interest in the assets, business
or shares of the Employer or giving any Employee the right to be retained in the
employment of the Employer. All terms relating to Incentive Awards that do not
involve the deferral of receipt of such awards shall be governed by the KEIP or
EOIP, as the case may be. All Employees and Participants shall be subject to
discharge to the same extent that they would have been if this Plan had never
been adopted. Subject to the rights of the Employer to terminate this Plan or
any benefit hereunder, the rights of a Participant hereunder shall be solely
those of an unsecured creditor of the Employer.
ARTICLE VI
GENERAL AND MISCELLANEOUS
6.01 Spendthrift Clause
No right, title or interest of any kind in the Plan shall be transferable or
assignable by any Participant or Beneficiary or any other person or be subject
to alienation, anticipation, encumbrance, garnishment, attachment, execution or
levy of any kind, whether voluntary or involuntary. Any attempt to alienate,
sell, transfer, assign, pledge, garnish, attach or otherwise encumber or dispose
of any interest in the Plan shall be void.
6.02 Severability
In the event that any provision of this Plan shall be declared illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining provisions of this Plan but shall be fully severable, and this Plan
shall be construed and enforced as if said illegal or invalid provision had
never been inserted herein.
6.03 Construction of Plan
The article and section headings and numbers are included only for convenience
of reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of this Plan. Whenever appropriate, words used in
the singular shall include the plural or the plural may be read as the singular.
6.04 Gender
The personal pronoun of the masculine gender shall be understood to apply to
women as well as men except where specific reference is made to one or the
other.
6.05 Governing Law
THE VALIDITY AND EFFECT OF THIS PLAN AND THE RIGHTS AND OBLIGATIONS OF ALL
PERSONS AFFECTED HEREBY SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE UNITED STATES AND THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO ITS OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.
6.06 Unfunded Top Hat Plan
It is the Employer's intention that this Plan be a Top Hat Plan, defined as an
unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees,
as provided in Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee
Retirement Income Security Act of 1974, as amended from time-to-time. The
Employer may establish and fund one or more trusts for the purpose of paying
some or all of the benefits promised to Participants and Beneficiaries under the
Plan; provided, however, that (i) any such trust(s) shall at all times be
subject to the claims of the Employer's general creditors in the event of the
insolvency or bankruptcy of the Employer, and (ii) notwithstanding the creation
or funding of any such trust(s), the Employer shall remain primarily liable for
any obligation hereunder. Notwithstanding the establishment of any such
trust(s), the Participants and Beneficiaries shall have no preferred claim on,
or any beneficial ownership interest in, any assets of any such trust or of the
Employer.
6.07 Divestment for Cause
Notwithstanding any other provisions of this Plan to the contrary, the right of
any Participant, former Participant, or Beneficiary of either, to receive any
Benefits, or to have paid to any other person any Benefits, or the right of any
such other person to receive any Benefits under this Plan, shall be forfeited,
if such Participant's employment with the Employer is terminated because of, or
the Participant is discovered to have engaged in, fraud, embezzlement,
dishonesty against the Employer, obtaining funds or property under false
pretenses, assisting a competitor without permission, or interfering with the
relationship of the Employer or any subsidiary or affiliate thereof with a
customer. A Participant's or Beneficiary's Benefits shall be forfeited for any
of the above reasons regardless of whether such act is discovered prior to or
subsequent to the Participant's termination from the Employer or the payment of
Benefits under the Plan. If payment has been made, such payment shall be
restored to the Employer by the Participant or Beneficiary.
ERISA RIGHTS
This Plan is intended to provide benefits for a select group of highly
compensated employees within the meaning of the Employee Retirement Income
Security Act of 1974 (ERISA). However, it is not subject to most of the
requirements or protection of ERISA nor is the Plan eligible for insurance under
Title IV of ERISA. Furthermore, the Plan is considered to be an unfunded,
non-qualified plan for purposes of complying with the Internal Revenue Code.
PLAN NAME:
NATIONAL SEMICONDUCTOR CORPORATION
DEFERRED COMPENSATION PLAN
PLAN SPONSOR: Employer I.D. Number (EIN):
National Semiconductor Corporation EIN: 95-2095071
2900 Semiconductor Drive
P.O.Box 58090
Santa Clara, CA 95052-8090
(408) 721-6431
PLAN NUMBER:
006
PLAN YEAR:
The Plan Year is the fiscal year. Plan records are maintained on the basis of
this Plan Year.
PLAN ADMINISTRATOR:
Retirement and Savings Program Administrative Committee
C/o Corporate Benefits
National Semiconductor Corporation
2900 Semiconductor Drive
P. O. Box 58090, M/S C1-195
Santa Clara, CA 95052-8090
(408) 721-6431
TYPE OF PLAN:
The Plan is a non-qualified deferred compensation plan for selected key
employees of National Semiconductor Corporation.
Agent for Service of Legal Process:
Legal process should be served on the Employer's Corporate Secretary or the Plan
Administrator in care of the Retirement Plans Administration Office at the
Employer's address.
FUNDING MEDIUM:
The Plan is unfunded and Benefits are paid from the Plan sponsor's general
assets.