EXHIBIT 10.22
DECRANE AIRCRAFT HOLDINGS, INC.
1999 EXECUTIVE
DEFERRED COMPENSATION PLAN
SECTION 1. ESTABLISHMENT OF PLAN
DeCrane Aircraft Holdings, Inc. hereby establishes the DeCrane
Aircraft Holdings, Inc. 1999 Executive Deferred Compensation Plan set forth
herein, adopted and effective as of December 31, 1999 for a select group of
management or highly compensated employees, within the meaning of Sections
201(1), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), in recognition of the valuable service performed
by such employees and to encourage their continued employment. It is intended
that the Plan be unfunded for purposes of Title I of ERISA and the Internal
Revenue Code of 1986, as amended (the "Code").
SECTION 2. DEFINITION OF TERMS
The following words and phrases when used herein, unless the
context clearly requires otherwise, shall have the following respective
meanings:
2.1. ACCOUNT. Book entries maintained by the Company reflecting
Deferred Amounts and interest thereon.
2.2 ACCRUED BENEFIT. The sum of all Deferred Amounts credited to
a Participant's Account from time to time pursuant to this Agreement, together
with earnings thereon calculated as set forth in Section 5 hereof, minus any
distributions hereunder.
-1-
2.3 AFFILIATE. Any corporation, partnership, joint venture,
association, limited liability company or similar organization or entity, the
employees of which would be treated as employed by the Company under Section
414(b) or 414(c) of the Code.
2.4 CHANGE IN CONTROL. The occurrence of any of the following:
(a) any "person" (as such term is used in Sections 3(a)(9)
and 13(d)(3) of the Exchange Act) other than (A) the DLJ Entities and/or their
respective Permitted Transferees (as defined in the Investors' Agreement) or
(B) any "group" (within the meaning of such Section 13(d)(3)) of which the
DLJ Entities constitute a majority (on the basis of ownership interest),
acquires, directly or indirectly, by virtue of the consummation of any
purchase, merger or other combination, securities of the Company representing
more than 51% of the combined voting power of the Company's then outstanding
voting securities with respect to matters submitted to a vote of the
stockholders generally; or
(b) a sale or transfer by the Company or any of its
Subsidiaries of substantially all of the consolidated assets of the Company
and its Subsidiaries to an entity which is not an Affiliate of the Company
prior to such sale or transfer.
2.5 COMPANY. DeCrane Aircraft Holdings, Inc.
2.6 COMPENSATION. The total salary otherwise payable in cash to
the Participant by the Company, exclusive of Accrued Benefits.
2.7 DEFERRAL DATE. Except as otherwise provided in Section 3.4,
the date, as elected by the Participant on his or her initial Election of
Deferral, which is five years after the effective date of such Election of
Deferral or, if later, on which the Participant attains age 55, 60 or 65.
-2-
2.8 DEFERRED AMOUNTS. The amounts of Compensation and any bonus
actually deferred pursuant to an Election of Deferral.
2.9 EFFECTIVE DATE. December 31, 1999.
2.10 ELECTION OF DEFERRAL. A written notice filed by the
Participant with the Company in substantially the form attached hereto as
Exhibit A, specifying the amount of Compensation and/or bonuses to be deferred,
the investment option for crediting earnings under Section 5 and, in the case of
the initial Election of Deferral, the Participant's Deferral Date and election
of a form of payment under Section 6.
2.11 ELIGIBLE EMPLOYEE. The president of the Company or any
Affiliate, corporate division managers and any other key employee of the Company
or an Affiliate who is designated by Plan Administrator.
2.12 NOTICE OF DISCONTINUANCE. A written notice filed by the
Participant with the Company in substantially the form attached hereto as
Exhibit B, requesting discontinuance of the deferral of the Participant's
Compensation and/or bonuses.
2.13 PARTICIPANT. An Eligible Employee who elects to participate
in the Plan by filing an Election of Deferral with the Company in accordance
with Section 3.1.
2.14 PLAN. The DeCrane Aircraft Holdings, Inc. 1999 Executive
Deferred Compensation Plan, as set forth herein and as amended from time to time
in accordance with Section 20.
2.15 PLAN ADMINISTRATOR. The person or persons appointed by
the Board of Directors of the Company to administer the Plan pursuant to Section
13. Such person or persons shall serve at the discretion of the Board of
Directors of the Company.
2.17 PLAN YEAR. The fiscal year of the Company.
-3-
SECTION 3. PARTICIPATION
3.1 ELECTION TO PARTICIPATE. An Eligible Employee may elect to
participate in this Plan by filing an Election of Deferral with the Company at
any time on or after the Effective Date. Any such Election of Deferral (and any
Notice of Discontinuance or subsequent Election of Deferral filed pursuant to
Section 4) shall be deemed filed when received by the Plan Administrator.
3.2 EFFECTIVE DATE OF ELECTION. An Election of Deferral filed
pursuant to Section 3.1 shall be effective on the first day of the first pay
period beginning after such Election of Deferral is filed if such filing is
within 30 days after the Effective Date or, if later, within 30 days after the
individual becomes an Eligible Employee. Any Election of Deferral filed pursuant
to Section 3.1 after the applicable 30-day period set forth in the preceding
sentence shall be effective on the first day of the first pay period beginning
on or after the first day of the Plan Year after such Election of Deferral is
filed.
3.3 DEFERRED AMOUNTS. The Election of Deferral filed pursuant
to Section 3.1 shall specify the Deferred Amount, in whole percentages up to
100% or a fixed dollar amount, to be deferred from the Participant's
Compensation for each pay period beginning on or after the effective date of
such Election of Deferral determined pursuant to Section 3.2 and continuing
through his or her Deferral Date. Such Election of Deferral may also specify the
Deferred Amount, in whole percentages up to 100% or a fixed dollar amount, to be
deferred from any bonus that the Company may award which is payable after the
effective date of such Election of Deferral and before the Participant's
Deferral Date. Notwithstanding the foregoing, the minimum Deferred Amount for
any Plan Year shall not be less than $10,000. The Participant's
-4-
Deferred Amounts shall be credited to his or her Account as of the dates such
Deferred Amounts would, but for such deferral, be payable to the Participant.
3.4 DEFERRAL DATE. The initial Election of Deferral filed
pursuant to Section 3.1 shall also specify the Deferral Date elected by the
Participant. The Participant may subsequently elect to extend the original
Deferral Date specified on his or her initial Election of Deferral to a later
date which is five years after such original Deferral Date or on which the
Participant attains age 55, 60 or 65. An election to extend the original
Deferral Date may only be made once, must be in writing, must be received by the
Plan Administrator at least 90 days prior to the original Deferral Date and
shall be irrevocable.
SECTION 4. TERMINATION OR AMENDMENT OF ELECTION
The Participant's initial Election of Deferral filed pursuant to
Section 3.1 shall continue in effect, pursuant to the terms of the Election of
Deferral, unless and until the Participant files with the Company a Notice of
Discontinuance or a subsequent Election of Deferral specifying a different
Deferral Amount for the Participant's Compensation and/or bonuses. Each Election
of Deferral filed pursuant to this Section 4 shall similarly continue in effect
until the Participant files a Notice of Discontinuance or a subsequent Election
of Deferral. A Notice of Discontinuance shall be effective on the first day of
the first pay period beginning at least 30 days after such Notice of
Discontinuance is filed, and shall apply only with respect to the Participant's
Compensation and bonuses attributable to services not yet performed. Any
Election of Deferral filed pursuant to this Section 4 shall be effective on the
first day of the first pay period beginning on or after the first day of the
Plan Year after such Election of Deferral is filed, provided that it is filed at
least 30 days prior to the first day of such Plan Year; the Election of
-5-
Deferral in effect at the time of such filing, if any, shall remain in effect
for any remaining pay periods beginning in the Plan Year in which such filing
occurs, unless it is discontinued by filing a Notice of Discontinuance.
Notwithstanding anything herein to the contrary, a Participant's Election of
Deferral shall terminate, and be of no further force or effect, upon
attainment of his or her Deferral Date (either as specified on the
Participant's initial Election of Deferral or a subsequent election pursuant
to Section 3.4, as applicable), and no Election of Deferral may be filed
thereafter.
SECTION 5 - EARNINGS ON DEFERRED AMOUNTS
5.1 INVESTMENT OPTIONS. The Company will credit Deferred
Amounts in the Participant's Account with earnings thereon from and after the
date each Deferred Amount is credited to the Account. Earnings on Deferred
Amounts shall accrue commencing on the date the Account first has a positive
balance and shall continue on the balance in the Participant's Account from time
to time up to the date as of which benefits under Section 6, disability benefits
under Section 7, death benefits under Section 8, termination benefits under
Section 9 or benefits upon a Change in Control, whichever applies, are paid in
full. Earnings under this Section 5 on Deferred Amounts credited to the
Participant's Account for any Plan Year shall be calculated at a rate computed
as if such Deferred Amounts had been invested in accordance with one of the
investment options under (a), (b) or (c) as follows:
(a) one or more of the following mutual funds:
(i) DLJ Winthrop Growth Fund;
(ii) DLJ Winthrop Small Company Value Fund;
(iii) DLJ Winthrop International Equity Fund;
-6-
(iv) DLJ Winthrop Developing Markets Fund;
(v) DLJ Winthrop Growth and Income Fund;
(vi) DLJ Winthrop High Income Fund;
(vii) DLJ Winthrop Fixed Income Fund; and
(viii) DLJ Winthrop U.S. Government Money Fund; or
(b) DLJ Global Diversified Investors; or
(c) DLJ Technology Long/Short Investors;
as elected by the Participant in his or her initial Election of Deferral.
5.2 CHANGE IN INVESTMENT OPTIONS FOR SUBSEQUENT DEFERRED
AMOUNTS. The Participant shall have the right as of the first day of each
calendar quarter beginning after the effective date of his or her initial
Election of Deferral, on an Election of Deferral filed in accordance with
Section 4, to elect a different investment option under Section 5.1(a), (b) or
(c) for the calculation of earnings on Deferred Amounts credited to his or her
Account for such Plan Year. An election made under Section 5.1 or this Section
5.2 shall remain in effect for Deferred Amounts credited to the Participant's
Account for all subsequent Plan Years, unless changed in accordance with this
Section 5.2.
5.3 CHANGE IN INVESTMENT OPTIONS FOR ACCRUED BENEFIT. The
Participant shall have the right as of the first day of each calendar quarter
to elect a different investment option under Section 5.1(a), (b) or (c) for
the calculation of earnings on the portion, if any, of his or her Accrued
Benefit which is then being credited with earnings under Section 5.1(a). Such
election shall be made at such time and in such manner as the Company shall
determine. Notwithstanding anything herein to the contrary, the Participant
shall not have the right at any time to elect a different investment option
with respect to the portion, if any, of his or her
-7-
Accrued Benefit which is being credited with earnings under Section 5.1(b) or
(c).
5.4 INVESTMENTS AND CHARGES. Nothing in this Section 5 shall
require the Company to actually invest any Deferred Amounts in accordance with a
Participant's election; provided, however, that if the Company in its sole
discretion does make any such investment, the Participant's Account shall be
reduced for any charges imposed by the applicable fund.
SECTION 6. BENEFITS AT DEFERRAL DATE.
On or as soon as administratively feasible after the
Participant's Deferral Date, regardless of whether the Participant has retired,
the Company shall pay to the Participant his or her Accrued Benefit in a lump
sum or in 15 annual installments, as elected by the Participant in his or her
initial Election of Deferral. Annual installments shall be determined by
dividing the balance in the Participant's Account on the date payments commence
and each anniversary of such date by a fraction, the numerator of which is one
and the denominator of which is the number of remaining installments.
Notwithstanding the foregoing:
(a) the Participant may change his or her election of a form
of payment by filing a written notice with the Plan Administrator at least one
year prior to his or her Deferral Date; and
(b) the Company may, in its sole discretion, defer for a
reasonable period of time any payment otherwise required under this Section 6
with respect to the portion of the Participant's Accrued Benefit which is being
credited with earnings under Section 5.1(b) or (c).
-8-
SECTION 7. DISABILITY BENEFIT
Notwithstanding any other provision hereof, the Participant
shall be entitled to receive a disability benefit hereunder upon termination of
employment due to disability, as determined in accordance with the Company's
long-term disability plan, prior to his or her Deferral Date. If the
Participant's employment is terminated due to disability pursuant to this
Section 7, the disability benefit payable hereunder shall be that amount that
would have been payable as a benefit had the Participant attained his or her
Deferral Date on the date of such termination. The disability benefit payable
under this Section 7 shall be paid in the form elected by the Participant or
designated by the Company in accordance with the provisions of Section 6 on or
as soon as administratively feasible after the Participant's termination of
employment.
SECTION 8. DEATH BENEFIT
8.1 DEATH PRIOR TO PAYMENT OR COMMENCEMENT OF BENEFITS. In the
event of the Participant's death prior to his or her Deferral Date and prior to
payment of disability benefits or termination benefits under Section 7 or 9,
respectively, the Company shall pay the Accrued Benefit in the Participant's
Account as of the date of his or her death to the Participant's designated
beneficiary, in accordance with the last such designation received by the Plan
Administrator from the Participant prior to his or her death. If no such
designation has been received by the Plan Administrator from the Participant
prior to his or her death, or if the designated beneficiary dies prior to the
Participant, the Accrued Benefit in the Participant's Account shall be paid to
the Participant's then living spouse; if the Participant is not survived by a
spouse, to the then living children of the Participant, if any, in equal shares;
and if none, to the estate of the Participant. Such death benefit shall be paid
in the form elected by the participant,
-9-
or designated by the Company, in accordance with the provisions of Section 6
as soon as administratively feasible after the Participant's death. If a
designated beneficiary, spouse or child receiving death benefits under this
Section 8.1 in the form of installments dies prior to payment of the
Participant's entire Accrued Benefit, the remaining balance of such Accrued
Benefit shall be paid in a lump sum to the estate of such designated
beneficiary, spouse or child.
8.2 DEATH AFTER COMMENCEMENT OF INSTALLMENTS. In the event of
the Participant's death after payment of benefits at his or her Deferral Date,
disability benefits or termination benefits under Section 6, 7 or 9,
respectively, has commenced in the form of installments, any remaining
installments shall be paid to the designated beneficiary or other person
determined in accordance with Section 8.1.
8.3 BENEFICIARY DESIGNATION. The Participant shall have the
right, at any time, to submit to the Plan Administrator, in substantially the
form attached hereto as Exhibit C, a written designation of primary and
secondary beneficiaries to whom payment under this Plan shall be made in
accordance with Section 8.1 or 8.2. Each beneficiary designation shall become
effective when received by the Plan Administrator.
SECTION 9. TERMINATION BENEFIT
In the event that, prior to the Participant's Deferral Date,
his or her employment with the Company is terminated for any reason, the Company
shall thereafter pay to the Participant as a termination benefit the
Participant's Accrued Benefit on or as soon as administratively feasible after
the Participant's Deferral Date in the form elected by the Participant, or
designated by the Company, in accordance with the provisions of Section 6;
notwithstanding any other provision of this plan, if the Participant's
employment is voluntarily
-10-
terminated by the Participant other than for early retirement as determined
by the Company, or involuntarily terminated by the Company for cause as
determined by the Company, the Company may, in its sole discretion, pay the
Participant's entire Accrued Benefit in a lump sum on or as soon as
administratively feasible after the date of such termination.
SECTION 10. CHANGE IN CONTROL
Notwithstanding anything herein to the contrary, upon a Change
in Control:
(a) all Elections of Deferral shall terminate and be of
no further force or effect; and
(b) each Participant's Accrued Benefit, including the
unpaid portion of any Participant's Accrued Benefit which is then being paid in
installments under Section 6, 7, 8 or 9, shall be immediately payable to the
Participant or his or her beneficiary, as applicable, in a lump sum.
SECTION 11. HARDSHIP BENEFIT
11.1 HARDSHIP BENEFIT. In the event a Participant suffers an
unforeseen emergency (as defined in Section 11.2), the Company may, if it deems
advisable in its sole and absolute discretion, distribute to or utilize on
behalf of the Participant as a hardship benefit any portion of the Participant's
Account as of the date a hardship benefit is distributed or utilized. Any
hardship benefit shall be distributed or utilized at such times as the Company
shall determine, and the Accrued Benefit in the Participant's Account shall be
reduced by the amount so distributed and/or utilized.
11.2 UNFORESEEN EMERGENCY. For purposes of this Plan,
unforeseen emergency means a severe financial hardship to the Participant
resulting from a sudden
-11-
unexpected illness or accident of the Participant or a dependent of the
Participant, 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. The circumstances that will
constitute an unforeseeable emergency would depend upon the facts of each
case, but, in any case, distribution or utilization of a hardship benefit may
not be made in the event that such hardship is or may be relieved:
(a) through reimbursement or compensation by insurance or
otherwise;
(b) by liquidation of the Participant's assets, to the
extent that liquidation of such assets would not itself cause severe financial
hardship; or
(c) by cessation of Deferred Amounts under the Plan.
In any event, the need to send a Participant's child to
college or the desire to purchase a home shall not be an unforeseeable
emergency.
SECTION 12. OFFSET FOR OBLIGATIONS TO COMPANY
If, at such time as the Participant becomes entitled to
benefit payments hereunder, the Participant has any debt, obligation or other
liability representing an amount owing to the Company or any Affiliate, and if
such debt, obligation, or other liability is due and owing at the time benefit
payments are payable hereunder, the Company may offset the amount owing it
against the amount of benefits otherwise payable hereunder.
-12-
SECTION 13. ADMINISTRATION
13.1 AUTHORITY OF THE PLAN ADMINISTRATOR. Subject to
applicable law and any limitations or restrictions imposed by the Board of
Directors of the Company, the Plan Administrator shall have full and
discretionary power to:
(a) interpret and construe the provisions of the Plan;
(b) establish rules and regulations for the administration
of the Plan;
(c) maintain all records necessary for administration of
the Plan, including, but not limited to Elections of Deferral, Notices of
Discontinuance, beneficiary designations and records relating to Accrued
Benefits and payment thereof; and
(d) make all other determinations, and take such actions,
including but not limited to the appointment of agents, as may be necessary or
advisable for the administration of the Plan and the performance of its duties
hereunder.
13.2 DECISIONS. If two or more persons are serving as Plan
Administrator, any decision of the Plan Administrator may be made by a written
document signed by a majority of such persons or by majority vote at a meeting.
No person serving as Plan Administrator shall make any decision or take any
action affecting exclusively his or her own Accrued Benefits under the Plan, if
any; all such matters shall be decided by a majority of the remaining persons
serving as Plan Administrator or, if none, by the Board of Directors of the
Company or its duly authorized delegate. All determinations and decisions made
by the Plan Administrator shall be final, conclusive and binding on all persons
including the Company, Participants and their beneficiaries hereunder.
13.3 ADMINISTRATIVE EXPENSES. All expenses of administering
the Plan shall be paid by the Company.
-13-
SECTION 14. NO TRUST CREATED
Nothing contained in this Plan, and no action taken pursuant
to its provisions shall create, or be construed to create, a trust of any kind,
or a fiduciary relationship between the Company and the Participants, their
beneficiaries hereunder or any other person.
SECTION 15. SOURCE OF PAYMENTS
15.1 GENERAL ASSETS AND UNSECURED CREDITORS. The payments to
any Participant or beneficiary hereunder shall be made from assets which shall
continue, for all purposes, to be a part of the general, unrestricted assets of
the Company; no person shall have any interest in any such assets by virtue of
the provisions of this Plan. The Company's obligation hereunder shall be an
unfunded and unsecured promise to pay money in the future. To the extent that
any person acquires a right to receive payments from the Company under the
provisions hereof, such right shall be no greater than the right of any
unsecured general creditor of the Company; no such person shall have nor acquire
any legal or equitable right, interest or claim in or to any property or assets
of the Company.
15.2 INSURANCE OR OTHER PROPERTY. In the event that, in its
discretion, the Company purchases an insurance policy or policies insuring the
life of any Participant (or any other property) to allow the Company to recover
the cost of providing benefits, in whole or in part, hereunder, neither the
Participant nor any beneficiary hereunder shall have any rights whatsoever
therein or in the proceeds therefrom. The Company shall be the sole owner and
beneficiary of any such insurance policy or other property and shall possess and
may exercise all incidents of ownership therein. No such policy, policies or
other property shall be held in any
-14-
trust for the Participants, any beneficiary or any other person nor as
collateral security for any obligation of the Company hereunder.
SECTION 16. NO CONTRACT OF EMPLOYMENT
Nothing contained herein shall be construed to be a contract
of employment for any term of years, nor as conferring upon any Participant the
right to continue to be employed by the Company in his or her present capacity,
or in any capacity.
SECTION 17. BENEFITS NOT TRANSFERABLE
Neither the Participants nor their beneficiaries hereunder
shall have any power or right to assign, transfer, alienate, anticipate, pledge,
charge or otherwise encumber any part or all of the benefits payable hereunder.
No such benefits shall be liable or subject to seizure by any creditor for the
debts, contracts, liabilities, engagements or torts of any Participant or
beneficiary hereunder, whether by attachment, garnishment, levy, execution or
any other legal or equitable process, nor shall such benefits be transferable by
operation of law in the event of the bankruptcy or insolvency of any Participant
or beneficiary hereunder. Any such attempted assignment, seizure or transfer
shall be null and void and of no effect.
SECTION 18. WITHHOLDING
Notwithstanding any other provision hereof, the Company shall
have the right to deduct and withhold from any Deferred Amount or payment under
this Plan any taxes required by law to be withheld with respect thereto.
-15-
SECTION 19. DETERMINATION OF BENEFITS
19.1. CLAIM. A person who believes that he or she is being
denied a benefit to which he or she is entitled under the Plan (hereinafter
referred to as a "Claimant") may file a written request for such benefit with
the Plan Administrator, setting forth his or her claim. The request must be
addressed to the Plan Administrator at the Company's then principal place of
business.
19.2 CLAIM DECISION. Upon receipt of a claim, the Plan
Administrator shall advise the Claimant that a reply will be forthcoming within
90 days and shall, in fact, deliver such reply within such period. The Plan
Administrator may, however, extend the reply period for an additional 90 days
for reasonable cause. If the claim is denied in whole or in part, the Plan
Administrator shall adopt a written opinion, using language calculated to be
understood by the Claimant, setting forth:
(a) The specific reason or reasons for such denial;
(b) The specific reference to pertinent provisions of this
Plan on which such denial is based;
(c) A description of any additional material or information
necessary for the Claimant to perfect his or her claim and an explanation why
such material or such information is necessary;
(d) Appropriate information as to the steps to be taken if
the Claimant wishes to submit the claim for review; and
(e) The time limits for requesting a review under
subsection (c) and for review under subsection (d) hereof.
-16-
19.3 REQUEST FOR REVIEW. With 60 days after the receipt by the
Claimant of the written opinion described above, the Claimant may request in
writing that the Plan Administrator review its determination. Such request must
be addressed to the Plan Administrator at the Company's then principal place of
business. The Claimant or his duly authorized representative may, but need not,
review the pertinent documents and submit issues and comments in writing for
consideration by the Plan Administrator. If the Claimant does not request a
review of the Plan Administrator's determination within such 60 day period, he
or she shall be barred and estopped from challenging the Plan Administrator's
determination.
19.4 REVIEW OF DECISION. Within 60 days after the Plan
Administrator's receipt of a request for review, it will review its prior
determination. After considering all materials presented by the Claimant, the
Plan Administrator will render a written opinion, written in a manner calculated
to be understood by the Claimant, setting forth the specific reasons for the
decision and containing specific references to the pertinent provisions of this
Plan on which the decision is based. If special circumstances require that the
sixty (60) day time period be extended, the Plan Administrator will so notify
the Claimant and will render the decision as soon as possible, but no later than
120 days after receipt of the request for review.
SECTION 20. AMENDMENT OR TERMINATION
This Plan may be amended or terminated, in whole or in part,
by the Board of Directors of the Company, or its duly authorized delegate, at
any time in its sole discretion; provided, however, that any such amendment
or termination shall not adversely affect any Participant's Accrued Benefit
as of the date thereof. In the event of termination of the Plan, each
Participant's Accrued Benefit, including the unpaid portion of any
Participant's Accrued Benefit
-17-
which is then being paid in installments under Section 6, 7, 8 or 9, shall be
paid to such Participant or his or her beneficiary, as applicable, in a
single lump sum as soon as administratively feasible.
SECTION 21. GOVERNING LAW
To the extent not preempted by Federal law, this Plan shall be
governed by and construed in accordance with the laws of the State of
California, without regard to the conflicts of law provisions.
IN WITNESS WHEREOF, the Company hereby executes and adopts this
Plan, as set forth herein, effective as of December 31, 1999.
DECRANE AIRCRAFT HOLDINGS, INC.
By: /s/ Eric D. Steidl
-------------------------
Eric D. Steidl
Its: Controller
-------------------------
-18-