Cymer Inc.
Executive Deferred Compensation Plan
1. STATEMENT OF PURPOSE
The purpose of the Cymer Inc. Executive Deferred Compensation Plan (the
"Plan") is to aid Cymer Inc. and its subsidiaries in attracting and
retaining key employees by providing a non-qualified compensation
deferral vehicle.
2. DEFINITIONS
2.01 BENEFICIARY - "Beneficiary" means the person or persons designated
as such in accordance with Section 8.
2.02 BOARD OF DIRECTORS - "Board of Directors" means the Board of
Directors of Cymer Inc.
2.03 CALENDAR QUARTER - "Calendar Quarter" means any of the four
calendar quarters in a full calendar year (e.g. January, February
& March comprise the first calendar quarter).
2.04 COMMITTEE - "Committee" means a Committee of two or more directors
of the Company appointed by the Board of Directors of Cymer Inc.
that will administer the Plan pursuant to the provisions of
Section 3 of the Plan.
2.05 COMPANY - "Company" means Cymer Inc. and, for purposes of Section
2.24 and such other purposes as determined by the Committee, shall
include any subsidiary of Cymer Inc.
2.06 COMPENSATION - "Compensation" means the Participant's salary,
Executive Incentive Plan (EIP) annual incentive bonus, or other
items deemed Compensation by the Committee for purposes of this
Plan.
2.07 CYCLE - "Cycle" means the twelve month pay-in period for each
deferral. The first Cycle shall begin on January 1, 2000 and end
on December 31, 2000. The following Cycles shall begin on January
1 of each year and end on December 31 of such year.
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2.08 DECLINING BALANCE INSTALLMENTS - "Declining Balance Installments"
means a series of annual payments such that each payment is
determined by taking that portion of the Participant's account as
of the Distribution Date and dividing by the number of years of
distributions remaining.
2.09 DEFERRAL AMOUNT - "Deferral Amount" means the total amount of
Elective Deferred Compensation and/or Non-Elective Deferred
Compensation with respect to a Participant.
2.010 DEFERRED COMPENSATION ACCOUNT - "Deferred Compensation Account"
means the account maintained on the books of account of the
Company for a Participant pursuant to Section 6.
2.10 DISABILITY - "Disability" means the Participant is eligible to
receive benefits under a long term disability plan maintained by
the Company.
2.11 DISTRIBUTION DATE - "Distribution Date" means the date on which
the Company makes distributions from the Participant's Deferred
Compensation Account(s).
2.12 EFFECTIVE DATE - "Effective Date" means the date on which this
Plan is effective, December 20, 1999.
2.13 ELECTION FORM - "Election Form" means the form or forms attached
to this Plan and filed with the Committee by the Participant in
order to participate in the Plan. The terms and conditions
specified in the Election Form(s) are incorporated by reference
herein and form a part of the Plan.
2.14 ELECTIVE DEFERRED COMPENSATION - "Elective Deferred Compensation"
means the total amount elected to be deferred by an Eligible
Employee on his/her Election Form, subject to approval by the
Committee.
2.15 ELIGIBLE EMPLOYEE - "Eligible Employee" means any employee of the
Company who is an officer, or such other key executives of the
Company as may be designated by the Chief Executive Officer of
Cymer Inc.
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2.16 INVESTMENT ALLOCATION CHANGE FORM - "Investment Allocation Change
Form" means a form filed with the Committee by the Participant in
order to request a change in the allocation of the Participant's
Deferred Compensation Account(s) among the investment choices
offered under the Plan. The terms and conditions specified in the
Investment Allocation Change Form are incorporated by reference
herein and form a part of the Plan.
2.17 INVESTMENT FUNDS - "Investment Funds" means those mutual funds,
investment indexes or other measures of performance identified by
the Committee, which shall be used to determine the returns on the
Participants' Deferred Compensation Accounts. The initial
investment fund shall be the Prime Rate Account. The Investment
Funds may be changed by the Committee from time to time, at the
sole discretion of the Committee.
2.18 NON-ELECTIVE DEFERRED COMPENSATION - "Non-Elective Deferred
Compensation" means the amount awarded to a Participant by the
Committee pursuant to Section 4.02.
2.19 PARTICIPANT - "Participant" means an Eligible Employee
participating in the Plan in accordance with the provisions of
Section 4.
2.20 PLAN YEAR - "Plan Year" means the twelve month period beginning on
the first day of the first Cycle in which the Eligible Employee
elects to participate in the Plan. The initial Plan Year will
commence on January 1, 2000 and end on December 31, 2000. Each
later Plan year will begin on January 1 and end on December 31.
2.21 PRIME RATE ACCOUNT - "Prime Rate Account" means an investment
option providing for a return based on the hypothetical investment
of the Deferral Amount, or a portion thereof, earning the Prime
Rate as reported in the Wall Street Journal as of the last
business day of each calendar quarter which rate shall be credited
for the following calendar quarter.
2.22 RELATED EMPLOYMENT - "Related Employment" means the employment of
a Participant by an employer that is not the Company provided (i)
such employment is undertaken by the Participant at the request of
the
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Company; (ii) immediately prior to undertaking such employment,
the Participant was an employee of the Company, or was engaged in
Related Employment as herein defined; and (iii) such employment is
recognized by the Committee, in its sole discretion, as Related
Employment.
2.23 SUBSTANTIALLY EQUAL INSTALLMENTS - "Substantially Equal
Installments" means a series of annual payments, such that equal
payments over the remaining payment period would exactly amortize
the Participant's Deferred Compensation Account balance in the
Prime Rate Account as of the Distribution Date if the investment
return remained constant at the return credited as of the
Valuation Date immediately preceding the Distribution Date for the
remainder of the payment period.
2.24 TERMINATION OF EMPLOYMENT - "Termination of Employment" means the
end of a Participant's employment with the Company for any reason
other than Disability, Related Employment, or the termination of a
Participant's Related Employment if the Participant returns to the
Company.
2.25 VALUATION DATE - "Valuation Date" means the date on which the
value of a Participant's Deferred Compensation Account is
determined for each Calendar Quarter as provided in Section 6
hereof. Unless and until changed by the Committee, the Valuation
Dates within each Cycle shall be the last day of each of the four
Calendar Quarters of the calendar year. If a Participant requests
a Liquidating Distribution under Section 7.06, then, for such
Participant's Deferred Compensation Account, the Valuation Date
for the Plan Year in which the Liquidating Distribution is
requested shall be the last day of the Calendar Quarter in which
the Participant submits the request.
2.26 VESTED PARTICIPANT - "Vested Participant" means a Participant who
would be eligible immediately for normal or early retirement under
the qualified pension plan maintained by the Company.
3. ADMINISTRATION OF THE PLAN
3.01 PLAN ADMINISTRATOR. The Committee, subject to Section 3.02, shall
be the sole administrator of the Plan, and will administer the
Plan. The Committee shall have the power to formulate additional
details and
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regulations for carrying out this Plan. The Committee also
shall be empowered to make any and all determinations not
authorized specifically herein that may be necessary or
desirable for the effective administration of the Plan. The
Committee is authorized to engage such accountants, consultants
and other service providers necessary to assist in the
administration of the Plan. Any decision or interpretation of
any provision of this Plan adopted by the Committee shall be
final and conclusive.
3.02 DELEGATION OF DUTIES. The Committee may delegate any or all of
its duties as to the administration of this Plan to other
individuals or groups of individuals within the Company, as it
deems appropriate.
4. PARTICIPATION
4.01 ELECTIVE PARTICIPATION
a. Any Eligible Employee may elect to participate in the Plan
for a given Cycle by filing a completed Election Form for
the Cycle with the Vice-President of Human Resources. With
regard to an election to participate:
i. The Election Form must be filed with the
Vice-President of Human Resources prior to the
commencement of the Cycle to which the Election Form
pertains, or at such earlier time as determined by
the Committee. Provided, however, with respect to a
deferral of salary, the Committee may allow an
Election Form for a Cycle to be filed after the
commencement of the Cycle with respect to salary to
be paid after the Election Form is filed.
ii. In the event that an Eligible Employee first becomes
eligible to participate in the Plan during any given
year, such Eligible Employee shall as soon as
practicable be so notified in writing by the Company
and provided with an Election Form; provided,
however, that such Employee may only make an
election to defer with respect to that portion of
his or her Compensation for such year which is to be
paid after the date of filing of the deferral
election.
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iii. The minimum deferral for a Cycle shall be $5,000.
iv. A Participant may elect to receive payment of
amounts deferred during a Cycle upon Termination of
Employment, or in a specified year which shall be no
earlier than in the third Plan Year following the
Plan Year in which such amounts are deferred.
Further, a Participant may elect to receive payment
in a lump sum or in up to fifteen (15) annual
installments.
b. A Participant's election to defer future Compensation is
irrevocable upon the filing of his/her Election Form with
the Vice-President of Human Resources provided, however,
that an election to defer salary may be terminated with
respect to amounts not yet earned by mutual agreement in
writing between the Participant and the Committee. Such
termination, if approved, shall be effective immediately.
4.02 NON-ELECTIVE PARTICIPATION. The Committee can, in its sole
discretion, award to an Eligible Employee Non-Elective Deferred
Compensation. Unless otherwise specified by the Committee, the
Participant shall determine the timing and form of payment of any
Non-Elective Deferred Compensation at the time it is awarded,
provided that the Participant may not elect to receive payment in
a specific year which is prior to the third Plan Year following
the Plan Year during which the amount is awarded.
5. VESTING OF DEFERRED COMPENSATION ACCOUNT
A Participant's interest in his/her Deferred Compensation Account shall
vest immediately.
6. ACCOUNTS AND VALUATIONS
6.01 DEFERRED COMPENSATION ACCOUNTS. A separate Deferred
Compensation Account shall be established and maintained for
each Participant for each Cycle. Deferred amounts will be
credited to a Participant's account on the first day of the
month following the time at which the amount would otherwise
have been paid. Any Non-Elective Deferred Compensation
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awarded to a Participant shall be credited to the Participant's
Deferred Compensation Account on such date as specified by the
Committee.
6.02 INVESTMENT ALLOCATION OF DEFERRED COMPENSATION ACCOUNT. The
Participant's Deferral Amount shall be deemed to be invested in
the Investment Funds in accordance with the Participant's
election.
6.03 INVESTMENT RETURN CREDITED. The Participant's Deferred
Compensation Account shall be credited quarterly with an
investment return based on the investment return (gain or loss) of
the fund or funds in which the Deferral Amount is deemed to be
hypothetically invested.
6.04 TIMING OF CREDITING OF INVESTMENT RETURN. That portion of the
Participant's Deferred Compensation Account in the Prime Rate
Account shall be revalued and credited with investment return as
of each Valuation Date. As of each Valuation Date, the value of
that portion of the Participant's Deferred Compensation Account in
any such account shall consist of the balance of such account as
of the immediately preceding Valuation Date, plus the amount of
any transfers from another account since the preceding Valuation
Date, minus the amount of all distributions and transfers to
another account, if any, made from such account since the
preceding Valuation Date. As of each Valuation Date, investment
return shall be credited on that portion of the Participant's
Deferred Compensation Account in the Prime Rate Account since the
immediately preceding Valuation Date after adjustment for any
transfers thereto or distributions or transfers therefrom. With
respect to any Elective Deferred Compensation or Non-Elective
Deferred Compensation deferred and credited to a Participant's
account since the immediately preceding Valuation Date, investment
return (or loss) credited on the Valuation Date shall be credited
from the time the amount is credited to the Participant's account
pursuant to Section 6.01.
6.05 CHANGE OF INVESTMENT ALLOCATION BY A PARTICIPANT. If the Plan
offers more than one Investment Fund, a Participant may make
different investment allocations for each Cycle, and may change a
Cycle's investment allocation once a year. Any change will be
effective as of April 1 of the next year if the Participant
submits an Investment Allocation
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Change Form to the Vice-President, Human Resources by December 1
of any Plan year.
6.06 CHANGE OF INVESTMENT FUNDS BY COMMITTEE. The Committee may change
the Investment Funds from time to time. In the event of any such
change, all Participants shall be given notice of the change at
least thirty (30) days before the change is to be effective. In
addition, each Participant shall be given the opportunity to
change his or her allocation of Investment Funds for his or her
Deferred Compensation Account as of the effective date for the
change; this change shall be in addition to any change permitted
under 6.05.
The Committee's decision to change the Investment Funds shall not
in any manner alter the returns on the Participants' Deferred
Compensation Accounts prior to the effective date of the change.
6.07 NATURE OF ACCOUNT ENTRIES. The establishment and maintenance of
Participants' Deferred Compensation Accounts and the crediting of
gains and losses pursuant to this Section 6, shall be merely
bookkeeping entries and shall not be construed as giving any
person any interest in any specific assets of the Company or of
any subsidiary of the Company or any trust created by the Company,
including any mutual funds or other investment funds owned by the
Company or any such subsidiary or trust. The hypothetical
investment of the Participants' Deferred Compensation Accounts in
the Investment Funds shall be for bookkeeping purposes only, and
shall not require the establishment of actual corresponding funds
by the Committee or the Company. Benefits accrued under this Plan
shall constitute an unsecured general obligation of the Company.
7. BENEFITS
7.01 NORMAL BENEFIT
a. A Participant's Deferred Compensation Account shall be paid
to the Participant in accordance with the terms of the
Participant's Election Form, subject to the terms and
conditions specified in the Election Form. If a
Participant elects to receive payment of that portion of
his/her Deferred Compensation Account in the Prime
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Rate Account in installments, subject to a maximum of
fifteen (15) installments, payments shall be made in
Substantially Equal Installments. If a Participant
elects to receive payment of his/her Deferred
Compensation Account in any other account in
installments, payments shall be made in Declining
Balance Installments.
b. Notwithstanding the provisions of Section 7.01a, and
notwithstanding any contrary election made by the
Participant on his/her Election Form, if a Participant has
a Termination of Employment, and if the Participant does
not qualify as a Vested Participant at the time of his/her
Termination of Employment, the Participant's Deferred
Compensation Account balance will be paid to the
Participant in a lump sum in the year following the
Participant's Termination of Employment. However, upon the
written request of the Participant, the Committee, in its
sole discretion, may allow payments to be made to the
Participant in up to five (5) annual installments.
c. In the event of a Participant's death prior to receiving
any payments with respect to a Deferral Amount for a Cycle,
the Participant's designated Beneficiary will receive an
amount equal to the Participant's Deferred Compensation
Account for such Cycle, and such amount shall be paid in a
single sum or annual installments (not to exceed 10) in
accordance with the Participant's election. However, the
Committee may, in its sole discretion, pay the
Participant's remaining account balance in a single sum if
so requested by the Participant's Beneficiary. If the
Participant's designated Beneficiary survives the
Participant but dies before receiving a complete
distribution of the Participant's account, the remaining
account balance shall be paid to the estate of such
Beneficiary in a lump sum.
d. If a Participant dies after beginning to receive
payments with respect to a Deferral Amount for a Cycle,
the Participant's designated Beneficiary will receive an
amount equal to the Participant's remaining account
balance for such Cycle. Such
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remaining account balance shall continue to be paid in
accordance with the Participant's election. However,
the Committee may, in its sole discretion, pay the
Participant's remaining account balance in a single sum
if so requested by the Participant's Beneficiary. If
the Participant's designated Beneficiary survives the
Participant but dies before receiving a complete
distribution of the Participant's account, the remaining
account balance shall be paid to the estate of such
Beneficiary in a lump sum.
7.02 HARDSHIP BENEFIT. In the event that the Committee, upon written
petition of the Participant, determines in its sole discretion,
that the Participant has suffered an unforeseeable financial
emergency, the Company may pay to the Participant, as soon as is
practicable following such determination, an amount necessary to
meet the emergency, not in excess of the Deferred Compensation
Account credited to the Participant. The Deferred Compensation
Account of the Participant thereafter shall be reduced to reflect
the payment of a Hardship Benefit.
7.03 REQUEST TO COMMITTEE FOR DELAY IN PAYMENT. A Participant shall
have no right to modify in any way the schedule for the
distribution of amounts from his/her Deferred Compensation Account
that the Participant has specified in his/her Election Form.
However, upon a written request submitted by the Participant to
the Committee, the Committee may, in its sole discretion, with
respect to the Deferred Compensation Account for each Cycle:
a. Postpone one time the date on which payment shall commence;
and
b. Increase one time the number of installments to a number
not to exceed fifteen (15).
Any such request(s) must be made at least ninety (90) days prior to the
earlier of (1) the beginning of the Plan Year in which the Participant
has elected for distributions to commence, or (2) the Participant's
Termination of Employment.
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7.04 TAXES; WITHHOLDING. To the extent required by law, the Company
shall withhold from payments made hereunder an amount equal to at
least the minimum taxes required to be withheld by the federal, or
any state or local, government.
7.05 DATE OF PAYMENTS. Except as otherwise provided in this Plan,
payments under this Plan shall be made (or begin in the case of
installments) on or before the fifteenth (15th) day of February of
the calendar year following receipt of notice by the Committee of
an event that entitles a Participant (or Beneficiary) to payments
under the Plan, or at such other date as may be determined by the
Committee. Amounts that become payable to the estate of a
Beneficiary under Sections 7.01c or 7.01d or pursuant to Section
7.02 or Section 7.06 shall be paid within fifteen (15) days
following the end of the calendar quarter in which a determination
is made that an amount is payable, or at such other date as may be
determined by the Committee.
7.06 LIQUIDATING DISTRIBUTION. Notwithstanding any provisions of the
Plan or the Participant's Election Form to the contrary, following
the receipt of a written request from a Participant for a
Liquidating Distribution, the Company shall pay to the Participant
the Participant's Liquidating Distribution Account Balance in a
lump sum. "Liquidating Distribution" shall mean a distribution
requested by the Participant in writing directed to the Committee
and specifically referencing this section. "Liquidating
Distribution Account Balance" shall mean all of the Deferred
Compensation Accounts under the Plan in which the Participant has
an undistributed balance, decreased by a forfeiture penalty equal
to ten percent (10%) of the value of the Participant's Deferred
Compensation Account(s). A Liquidating Distribution shall be paid
to a Participant on or before the fifteenth (15th) day of the
month following the end of the calendar quarter during which the
Participant requests the Liquidating Distribution.
Notwithstanding any provisions of the Plan or the Participant's
Election Form to the contrary, if the Participant requesting the
Liquidating Distribution is, at the time of the request, an active
employee of the Company, then the Participant, for a period of one
(1) Plan Year following
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the Plan Year during which the request for the Liquidating
Distribution is made, shall be ineligible to participate in the
Plan with respect to any Compensation not yet deferred.
7.07 ALLOCATION OF DISTRIBUTIONS. If a distribution of a portion of an
account for a Cycle is made to a Participant or Beneficiary, and
the amounts for such Cycle are invested in more than one
Investment Fund, then a portion of such distribution shall be
deemed to have been made from each Investment Fund on a prorata
basis, based on the values of the Investment Funds as of the
Valuation Date immediately preceding the distribution.
8. BENEFICIARY DESIGNATION
At any time prior to complete distribution of the benefits due to a
Participant under the Plan, he/she shall have the right to designate,
change, and/or cancel, any person(s) or entity as his/her Beneficiary
(either primary or contingent) to whom payment under this Plan shall be
made in the event of his/her death. Each Beneficiary designation shall
become effective only when filed in writing with the Committee during the
Participant's lifetime on a form provided by the Committee. The filing
of a new beneficiary designation form will cancel all previously filed
beneficiary designations relating to such Cycle or Cycles. Further, any
finalized divorce of a Participant subsequent to the date of filing of a
beneficiary designation form in favor of Participant's spouse shall
revoke such designation.
If a Participant fails to designate a Beneficiary as provided above, or
if his/her beneficiary designation is revoked by divorce or otherwise
without execution of a new designation, or if all designated
Beneficiaries predecease the Participant, then the distribution of such
benefits shall be made to the Participant's estate in a lump sum. If the
Participant's designated Beneficiary survives the Participant but dies
before receiving a complete distribution of the Participant's account,
the remaining account balance shall be paid to the estate of such
Beneficiary in a lump sum.
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9. AMENDMENT AND TERMINATION OF PLAN
9.01 AMENDMENT. The Board of Directors may amend the Plan at any time
in whole or in part, provided, however, that, except as provided
in 9.02, no amendment shall be effective to decrease the benefits
under the Plan payable to any Participant or Beneficiary with
respect to any Elective or Non-Elective Deferred Compensation
deferred prior to the date of the amendment. Written notice of
any amendments shall be given to each Participant in the Plan.
9.02 TERMINATION OF PLAN
a. COMPANY'S RIGHT TO TERMINATE. The Board of Directors may
terminate the Plan at any time.
b. PAYMENTS UPON TERMINATION. Upon any termination of the
Plan under this section, Compensation shall cease to be
deferred prospectively, and, with respect to Compensation
deferred previously, the Company will pay to the
Participant (or the Participant's Beneficiary, if after the
Participant's death), in a lump-sum, the value of his/her
Deferred Compensation Account.
10. MISCELLANEOUS
10.01 UNSECURED GENERAL CREDITOR. Participants and their beneficiaries,
heirs, successors and assignees shall have no legal or equitable
rights, interests, or other claims in any property or assets of
the Company, nor shall they be beneficiaries of, or have any
rights, claims, or interests in any life insurance policies,
annuity contracts, or the policies therefrom owned or that may be
acquired by the Company ("policies"). Such policies or other
assets of the Company shall not be held in any way as collateral
security for the fulfilling of the obligations of the Company
under this Plan. Any and all of the Company's assets and policies
shall be and will remain general, unpledged, unrestricted assets
of the Company. The Company's obligation under the Plan shall be
that of an unfunded and unsecured promise of the Company to pay
money in the future.
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10.02 GRANTOR TRUST. Although the Company is responsible for the
payment of all benefits under the Plan, the Company, in its sole
discretion, may contribute funds as it deems appropriate to a
grantor trust for the purpose of paying benefits under this Plan.
Such trust may be irrevocable, but assets of the trust shall be
subject to the claims of creditors of the Company. To the extent
any benefits provided under the Plan actually are paid from the
trust, the Company shall have no further obligation with respect
thereto, but to the extent not so paid, such benefits shall remain
the obligation of, and shall be paid by, the Company.
Participants shall have the status of unsecured creditors on any
legal claim for benefits under the Plan, and shall have no
security interest in any such grantor trust.
10.03 SUCCESSORS AND MERGERS, CONSOLIDATIONS OR CHANGE IN CONTROL. The
terms and conditions of this Plan shall inure to the benefit of
the Participants and shall bind the Company, its successors,
assignees, and personal representatives. If substantially all of
the stock or assets of the Company are acquired by another entity,
or if the Company is merged into, or consolidated with, another
entity, then the obligations created hereunder shall be
obligations of the acquirer or successor entity.
10.04 NON-ASSIGNABILITY. Neither a Participant, nor any other person,
shall have any right to commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate,
or convey in advance of the actual receipt, any amounts payable
hereunder, or any part thereof. All rights to payments expressly
are declared to be unassignable and nontransferable. No part of
the amounts payable, prior to actual payment, shall be subject to
seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant, or any
other person, nor shall they be transferable by operation of law
in the event of a Participant's, or any other person's, bankruptcy
or insolvency.
10.05 EMPLOYMENT OR FUTURE ELIGIBILITY TO PARTICIPATE NOT GUARANTEED.
Nothing contained in this Plan, nor any action taken hereunder,
shall be construed as a contract of employment, or as giving any
Eligible Employee any right to be retained in the employ of the
Company.
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Designation as an Eligible Employee may be revoked at any time
by the Board of Directors with respect to any Compensation not
yet deferred.
10.06 PROTECTIVE PROVISIONS. A Participant will cooperate with the
Company by furnishing any and all information requested by the
Company in order to facilitate the payment of benefits hereunder,
including taking such physical examinations as the Company
reasonably may deem necessary and taking such other relevant
action as may be requested by the Company. If a Participant
refuses to cooperate, the Participant's election to defer any
Compensation which has not yet been deferred shall become null and
void, and the Participant shall not be eligible to make any
further deferral elections under the Plan.
10.07 GENDER, SINGULAR AND PLURAL. All pronouns, and any variations
thereof, shall be deemed to refer to the masculine, feminine, or
neuter, as the identity of the person(s) or entity(s) may require.
As the context may require, the singular may be read as the plural
and the plural as the singular.
10.08 CAPTIONS. The captions to the articles, sections, and paragraphs
of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.
10.09 APPLICABLE LAW. This Plan shall be governed and construed in
accordance with the laws of the State of California.
10.10 VALIDITY. In the event any provision of this Plan is found to be
invalid, void, or unenforceable, the same shall not affect, in any
respect whatsoever, the validity of any other provision of this
Plan.
10.11 NOTICE. Any notice or filing required or permitted to be given to
the Committee shall be sufficient if in writing and hand
delivered, or sent by registered or certified mail, to the
principal office of the Company at 16750 Via Del Campo Court, San
Diego, CA 92127, directed to the attention of the Vice-President,
Human Resources. Such notice shall be deemed given as of the date
of delivery or, if delivery is made by mail, as of the date shown
on the postmark on the receipt for registration or certification.
Any notice to the Participant shall be addressed to the
Participant at the
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Participant's residence address as maintained in the Company's
records. Any party may change the address for such party here
set forth by giving notice of such change to the other parties
pursuant to this Section.
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CYMER INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
2000 ELECTION FORM
Name:__________________________ Social Security No:_____________________
COMPLETE SECTIONS A, B, C AND D OF THIS FORM. COMPLETE SECTION E ONLY IF YOU
LIVE IN A COMMUNITY PROPERTY STATE AND DO NOT NAME YOUR SPOUSE AS BENEFICIARY IN
SECTION C. RETURN YOUR COMPLETED FORM TO WALLACE BREITMAN, VICE PRESIDENT,
HUMAN RESOURCES.
A. SALARY DEFERRAL ELECTION
I elect to defer under the terms of the Cymer Executive Deferred
Compensation Plan receipt of the following percentage or amount of my
base salary payable in 2000 after the following date ___________ (select
a, b or c):
a. / / ______ % of my salary (5% - 100% in whole percentages).
b. / / ______ % of my salary in excess of $170,000.
c. / / $______ (indicate dollar amount) of my salary. (If my
total salary is less than the dollar amount indicated, the
amount shall be reduced to the amount of my salary.)
BONUS DEFERRAL ELECTION
I elect to defer under the terms of the Cymer Inc. Executive Deferred
Compensation Plan receipt of the following percentage of my eligible
Executive Incentive Plan (EIP) award for 2000, payable in March, 2001
(select a or b):
a. / / ______ % of my eligible bonus (5% - 100% in whole
percentages).
b. / / $__________ (indicate amount - $5,000 minimum) from my
bonus. (If my bonus is less than this amount, the amount
shall be reduced to the amount of my bonus).
I understand that an eligible bonus is a bonus payable from the Executive
Incentive Plan (EIP) and that bonuses are discretionary and are not
guaranteed. I also
March 2000 Page 1
understand that FICA tax must be paid in the year in which this bonus is
granted to me and that applicable FICA, and local taxes if required,
will be withheld from the portion of my bonus or other cash compensation
that I receive in cash.
B. FORM AND TIMING OF DISTRIBUTIONS
(COMPLETE PART 1 AND PART 2 OF THIS SECTION)
1. FORM OF DISTRIBUTION
Indicate the form of distribution of your deferred compensation.
You can elect to receive payment in a lump sum or in up to 15
annual installments.
I elect to receive payment of my deferred compensation as follows
(select a or b):
a. / / In a lump sum.
b. / / In _____ (specify number not exceeding 15) annual
installments.
2. TIMING OF DISTRIBUTION
INDICATE WHETHER YOU WANT TO RECEIVE YOUR FIRST INSTALLMENT (OR
YOUR ENTIRE AMOUNT, IF YOU ELECT TO RECEIVE PAYMENT IN A LUMP SUM)
OF YOUR DEFERRED COMPENSATION IN A SPECIFIC YEAR (MINIMUM DEFERRAL
PERIOD OF 3 YEARS), OR IN THE YEAR FOLLOWING TERMINATION OF YOUR
EMPLOYMENT. IN GENERAL, PAYMENTS WILL BE MADE IN FEBRUARY OF THE
YEAR DISTRIBUTION IS TO OCCUR.
I elect to receive the first installment (or my entire account, if
I elect a lump sum) of my deferred compensation (select a or b):
a. / / in a specific year _________(specify year, but must
be 2004 or after).
b. / / following my Termination of Employment.
Notwithstanding any election under Part 1 or Part 2 of this
Section B, in the event of my Termination of Employment for any
reason other than death prior to being a Retirement Eligible
Participant, I understand that payment shall be made in a lump sum
in the year following my Termination of Employment unless, upon my
written request, the Committee, in its sole discretion, determines
that payments shall be made in up to five (5) annual installments.
March 2000 Page 2
C. DEATH BENEFITS (BENEFICIARY DESIGNATION AND PAYMENT ELECTION)
1. BENEFICIARY DESIGNATION
If I die prior to the receipt of all payments to which I am
entitled under the plan, payments shall be made to (select one):
a. / / my estate
b. / / the following beneficiary or beneficiaries
Name Address
__________________________________________________________
__________________________________________________________
2. PAYMENT ELECTION
As to any death benefits payable to my beneficiary or to my
estate, I elect to have payments made as follows (select one):
a. / / In a lump sum within 90 days after my death.
b. / / In _____ (specify number, not to exceed 10) annual
installments. Payment shall be made in
Substantially Equal Installments or Declining
Balance Installments, with the first payment to be
made in the February following my death, and later
installments to be paid in February of each year.
If I fail to designate a beneficiary as provided
above, or if my beneficiary designation is revoked
by divorce, or otherwise, without execution of a new
designation, or if all my designated beneficiaries
predecease me or die prior to complete distribution
of my benefits, then the distribution of such
benefits shall be made to my estate. However, if
any distribution to my primary beneficiary is to be
made in installments, and my primary beneficiary
dies before receiving all installments, the
remaining installments shall be paid to the estate
of my primary beneficiary.
I reserve the right to change this designation of beneficiary at
any time by completing a Change of Beneficiary Form.
March 2000 Page 3
D. ACKNOWLEDGMENT
SIGN AND DATE IN THIS SECTION.
I agree to be bound by the terms and conditions of the Plan and agree
that such terms and conditions shall be binding upon my beneficiaries and
personal representatives.
----------------------------------- -----------------------
Signature of Employee Date
E. COMMUNITY PROPERTY STATE REQUIREMENTS
THIS SECTION SHOULD BE COMPLETED BY YOUR SPOUSE IF YOU RESIDE IN A
COMMUNITY PROPERTY STATE (ARIZONA, CALIFORNIA, IDAHO, LOUISIANA, NEVADA,
NEW MEXICO, TEXAS, WASHINGTON, OR WISCONSIN) AND IF YOU DO NOT NAME YOUR
SPOUSE AS SOLE PRIMARY BENEFICIARY IN SECTION C.
I hereby consent to the designation of beneficiary set forth above.
_____________________ ________ __________________________
Witness Date Signature of Spouse
THIS FORM SHOULD BE RETURNED, BY ________________, 2000.
TO THE OFFICE OF:
WALLACE BREITMAN
VICE PRESIDENT, HUMAN RESOURCES
CYMER, INC.
1675 VIA DEL CAMPO COURT
SAN DIEGO, CA 92172
ACCEPTANCE:
THE COMMITTEE, ON BEHALF OF CYMER, INC., HEREBY ACCEPTS THE PARTICIPANT'S
ELECTION FORM.
- -------------------------------------------- ---------------------------
By Date
March 2000 Page 4