EXHIBIT 10.2
[Logo of
Scientific
Atlanta DEFERRED COMPENSATION PLAN FOR
Appears NON-EMPLOYEE DIRECTORS OF SCIENTIFIC-ATLANTA, INC.
here] ---------------------------------------------------
As Amended, Effective November 12, 1997
ARTICLE I - INTRODUCTION
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1.1 Name of the Plan
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This Plan shall be known as the Deferred Compensation Plan for Non-Employee
Directors of Scientific-Atlanta, Inc.
1.2 Purpose of Plan
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The purpose of the Plan is to provide non-employee directors of Scientific-
Atlanta, Inc. the opportunity to defer receipt of cash compensation and
compensation in the form of stock payable to them for services to Scientific-
Atlanta, Inc. as directors.
1.3 Restatement of Plan
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This document amends and restates the Plan effective as of November 12,
1997. All deferral elections made on or after November 12, 1997, shall be
governed by the terms of the Plan as amended and restated herein. In addition,
deferral elections made before November 12, 1997, by an individual who is a non-
employee member of the Board on November 12, 1997, shall be governed
prospectively by the terms of the Plan as amended and restated herein.
ARTICLE II - DEFINITIONS
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For purposes of this Plan the following words and phrases shall have the
meanings and applications set forth below:
2.1 Plan
----
This Deferred Compensation Plan for Non-Employee Directors of Scientific-
Atlanta, Inc., as amended from time to time.
2.2 Participant
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A non-employee member of the Board of Directors of Scientific-Atlanta, Inc.
who elects to participate in this Plan.
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2.3 Plan Year
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The period beginning on the first day of July of each calendar year and
ending on and including the last day of June of the next calendar year. The
first Plan Year began on July 1, 1993, and ended on June 30, 1994.
2.4 Compensation
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The total of a Participant's Annual Retainer, Meeting Fees, and Committee
Chair Retainer payments paid to the Participant, by Scientific-Atlanta, Inc.
during a Plan Year.
2.5 Annual Retainer
---------------
The amount paid each year, in quarterly payments, to non-employee members
of the Board of Directors of Scientific-Atlanta, Inc.
2.6 Meeting Fees
------------
The amounts paid to a non-employee member of the Board of Directors of
Scientific-Atlanta, Inc. for each meeting of the Board and each meeting of a
standing or special committee he or she attends.
2.7 Committee Chair Retainer
------------------------
The amount paid each year, in quarterly payments to a non-employee director
who chairs a standing or special committee of the Board of Directors.
2.8 Awards
------
The right to receive shares of Scientific-Atlanta Common Stock, granted
under a Stock Award, an Elective Grant, a Retirement Award, or a Lump Sum
Distribution made pursuant to the Stock Plan for Non-Employee Directors, as such
terms are defined in that plan.
2.9 Election Form
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The form completed by a Participant in order to make one or more
Compensation Deferral Elections for the next Plan Year.
2.10 Compensation Deferral Election
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Each election made by a Participant to defer a portion of his or her
Compensation and/or Awards by executing and submitting an Election Form.
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2.11 Deferred Benefit Account
------------------------
An account maintained pursuant to and in accordance with the terms and
conditions set forth in Article V hereof by or on behalf of Scientific-Atlanta,
Inc. for each Compensation Deferral Election made by a Participant under this
Plan.
2.12 Deferred Benefit Commencement Date
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The date designated by a Participant with respect to each Compensation
Deferral Election entered on an Election Form as the date on which the payment
of the Deferred Benefits that accumulate as a result of each respective election
is to begin. A Participant may change the date designated for a Compensation
Deferral Election by sending a request to the Plan Committee for such changed
date and obtaining the Plan Committee's approval of such change prior to the
effective date of such change.
2.13 Beneficiary
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A person or entity designated in accordance with the terms and conditions
of this Plan to receive benefits upon the death of a Participant.
2.14 Election Amount
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The amount of Compensation (and right to a certain number of shares of
Scientific-Atlanta Common Stock under an Award, if applicable) to be deferred
pursuant to a single Compensation Deferral Election.
2.15 Service Termination Date
------------------------
The last day of the month immediately preceding the date of a Participant's
Retirement, termination of service, determination of Total Disability, or death,
whichever is applicable.
2.16 Retirement
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The discontinuation of service on the Board of Directors by a Participant
who is fifty-five years of age or older with at least three years of Board
service.
2.17 Total Disability
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A physical or mental condition which is expected to be totally and
permanently disabling as determined in accordance with the terms and conditions
of the long-term disability insurance plan currently or most recently maintained
by Scientific-Atlanta, Inc. for the benefit of its employees claiming to be
totally disabled.
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2.18 Plan Committee
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The Human Resources and Compensation Committee of the Board of Directors of
Scientific-Atlanta, Inc.
2.19 Determination Date
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The last day of each Plan Year.
2.20 Plan Interest Rate
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An annual rate of interest that shall be determined by the Plan Committee
prior to the start of each Plan Year and credited to a Participant's Deferred
Benefit Account during the Plan Year.
2.21 Deferred Benefits
-----------------
The amounts (and right to a certain number of shares of Scientific-Atlanta
Common Stock, if applicable) payable to a Participant or to his or her
Beneficiary or estate following the Participant's Retirement, termination of
service as a non-employee member of the Board, determination of Total
Disability, or death.
2.22 Scientific-Atlanta Common Stock
-------------------------------
The $.50 par value common stock of Scientific-Atlanta, Inc.
2.23 Deferral Period
---------------
The period commencing on the date that an Election Form becomes effective
for a Compensation Deferral Election and continuing until the Deferred Benefit
Commencement Date.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
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3.1 Eligibility
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Directors who are not employees of Scientific-Atlanta, Inc. and who are
actively serving on the Board of Directors of Scientific-Atlanta, Inc. shall be
eligible to participate in this Plan.
3.2 Participation
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The Plan Committee shall notify in writing each director who becomes
eligible to participate in this Plan of his or her eligibility. Eligible
directors may participate in this Plan by completing an Election Form on or
before the end of the quarter immediately preceding the
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quarter in which he or she wants to begin deferring Compensation. If timely
received, such election to participate shall be effective on the first day of
the succeeding quarter.
ARTICLE IV - COMPENSATION DEFERRAL
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4.1 Compensation Deferral Election
------------------------------
A Participant shall effect a Compensation Deferral Election by executing
and submitting to the Plan Committee an Election Form. Subsequently,
Scientific-Atlanta, Inc. shall defer Election Amounts deferred from the
Participant's Awards and Compensation at the time Compensation would have been
paid (or at the time the right to receive shares of Scientific-Atlanta Common
Stock was granted, as applicable). Awards may only be deferred into an Award
Sub-Account and Compensation may not be deferred into an Award Sub-Account.
Each Election Amount shall be deferred for the Deferral Period specified with
respect to the particular Compensation Deferral Election in the Election Form,
provided, however, that the Participants shall not be entitled to defer
Retirement Awards or Lump Sum Distributions (as such terms are defined in the
Stock Plan for Non-Employee Directors) for Deferral Periods that are shorter
than the minimum Deferral Periods for such Awards that are set forth in the
Stock Plan for Non-Employee Directors. All Compensation Deferral Elections
shall apply solely to Compensation and/or Awards which will be paid (or granted)
to a Participant beginning with the first day of the calendar quarter commencing
subsequent to the calendar quarter in which the Compensation Deferral Election
is received. Any Compensation Deferral Election will apply only to Compensation
and/or Awards paid (or granted) during the Plan Year in which the election
becomes effective.
4.2 Election Amounts
----------------
Each Election Amount specified by a Participant on an Election Form with
respect to any Plan Year shall state in percentages the amount (and, to the
extent applicable, the right to receive a specific number of shares of
Scientific-Atlanta Common Stock), if any, which the Participant wishes to defer.
An election to defer Compensation must equal a minimum of five percent up to a
maximum of one hundred percent, in increments of five percentage points, of the
Compensation which the Participant may be paid during the Plan Year. As to
Awards, the election must be in whole shares, with no right to receive
fractional shares being deferred.
4.3 Investment Election
-------------------
A Participant shall specify in his or her Compensation Deferral Election
the percentage of the Election Amount to be credited to an Interest Sub-Account,
a Phantom Stock Sub-Account or a Split-Dollar Insurance Sub-Account, and the
number of shares to be credited to an Award Sub-Account. Awards may only be
credited into an Award Sub-Account, and Compensation may not be credited into an
Award Sub-Account.
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4.4 Deferral Period
---------------
With the exception of any amounts deposited into a Split-Dollar Insurance
Sub-Account, a Participant shall irrevocably specify in his or her Compensation
Deferral Election a Deferred Benefit Commencement Date for all of the Election
Amount to be deferred pursuant to such Compensation Deferral Election, which
date shall be (i) a set date which is no earlier than July 1 of the calendar
year following the end of the Plan Year in which the Election Amount is
deferred; (ii) the Participant's Retirement; or (iii) a date which is either the
fifth or the tenth anniversary following the date of the Participant's
Retirement. In the case of Awards which have minimum Deferral Periods that are
required under the terms of the Stock Plan for Non-Employee Directors, the above
limitations shall apply, and the Participant shall also be required to elect a
Deferral Period that complies with the minimum Deferral Periods required under
the Stock Plan for Non-Employee Directors.
4.5 Deferred Benefit Commencement Date; Method of Payment and Issuance
------------------------------------------------------------------
Except as otherwise provided in Article VI hereof, the Election Amounts
that accumulate in a Deferred Benefit Account as a result of a Participant's
making a Compensation Deferral Election will be paid (or issued, in the case of
deferred Awards) by Scientific-Atlanta, Inc. to the Participant in the manner
and commencing on the Deferred Benefit Commencement Date designated with respect
to the Compensation Deferral Election in an Election Form.
(a) Method of Cash Payments: Except as otherwise provided in Article VI
-----------------------
hereof, the Participant may elect to receive payment of the Deferred
Benefits held in the form of cash, which Deferred Benefits are attributable
to a Compensation Deferral Election and which are held in an Interest Sub-
Account or a Phantom Stock Sub-Account, pursuant to one of the following
methods:
(1) Annual, semi-annual or quarterly installments payable over a
five, ten or fifteen year period, and commencing on the respective
Deferred Benefit Commencement Date; or
(2) A single lump sum payment of the entire balance of the respective
Deferred Benefit Account, determined as of and payable on the Deferred
Benefit Commencement Date.
(b) Method of Issuance of Shares: Except as otherwise provided in Article
----------------------------
VI hereof, the Participant may elect to receive issuance of the Deferred
Benefits held in the form of shares of Scientific-Atlanta Common Stock,
which Deferred Benefits are attributable to a Compensation Deferral
Election and which are held in an Award Sub-Account, pursuant to one of the
following methods:
(1) Annual, semi-annual or quarterly issuance of shares of Scientific-
Atlanta Common Stock from an Award Sub-Account over a five, ten or
fifteen year
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period, and commencing on the respective Deferred Benefit Commencement
Date; provided, however, that no fractional shares of Scientific-
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Atlanta Common Stock will be issued; or
(2) A single issuance of all shares subject to the specific Award Sub-
Account, determined as of and payable on the Deferred Benefit
Commencement Date.
(c) Change in Payment or Issuance Method. A Participant may change the
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method of payment (or method of issuance of shares) selected, which method
was selected pursuant to the terms of subsection (a) or subsection (b)
above, as applicable, with respect to a Compensation Deferral Election by
submitting a request in writing to the Plan Committee. Prior to a change
in the method of payment or a change in the method of issuance of shares
becoming effective, the Plan Committee must approve such change.
Participants may not move Deferred Benefits from one Sub-Account to another
Sub-Account, except that Participants may move Deferred Benefits from an
Interest Sub-Account to a Split-Dollar Insurance Sub-Account by notifying
the Plan Committee in writing and designating in such notification the date
upon which such Deferred Benefits are to be moved.
4.6 Designation of Beneficiaries
----------------------------
A Participant shall designate a Beneficiary with respect to each
Compensation Deferral Election and may change the Beneficiary designation with
respect to any Compensation Deferral Election at any time by submitting to the
Plan Committee a revised Beneficiary designation in writing reflecting the
change.
ARTICLE V - DEFERRED BENEFIT ACCOUNTS
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5.1 Deferred Benefit Accounts
-------------------------
Scientific-Atlanta, Inc. shall cause to be established and maintained a
separate Deferred Benefit Account, and within each such Deferred Benefit Account
an Interest Sub-Account, a Phantom Stock Sub-Account, a Split-Dollar Insurance
Sub-Account and an Award Sub-Account with respect to each Compensation Deferral
Election. Scientific-Atlanta, Inc. shall credit the Election Amount deferred
pursuant to each such election to the Participant's appropriate Deferred Benefit
Account, and to the Interest Sub-Account, Phantom Stock Sub-Account, a Split-
Dollar Insurance Sub-Account and Award Sub-Account as specified in the
Election, as of the date deferred from Participant's Compensation as provided in
Section 4.1 hereof.
5.2 Interest Sub-Account
--------------------
Except as otherwise provided by Section 6.2(a) hereof, interest shall
accrue at the Plan Interest Rate on any amounts credited to an Interest Sub-
Account from the date on which the amount is credited.
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5.3 Phantom Stock Sub-Account
-------------------------
If a Participant elects all or a portion of the Election Amount to be
credited to the Phantom Stock Sub-Account, the amount so credited shall, solely
for purposes of determining the value of the Phantom Stock Sub-Account, be
deemed to be a number of shares of Scientific-Atlanta Common Stock determined as
follows:
(a) Conversion into Scientific-Atlanta Common Stock: The amount credited
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to the Phantom Stock Sub-Account shall be converted on the date of such
credit into an equivalent number of hypothetical shares of Scientific-
Atlanta Common Stock (including hypothetical fractional shares) by dividing
the amount credited by the average closing price of Scientific-Atlanta
Common Stock, as reported on the composite tape of New York Stock Exchange
issues, for the 20 business days immediately preceding the last day of the
month in which such amount is credited.
(b) Deemed Reinvestment of Dividends: The number of hypothetical shares
--------------------------------
of Scientific-Atlanta Common Stock credited to a Participant's Phantom
Stock Sub-Account shall be increased on each date that a dividend is paid
on Scientific-Atlanta Common Stock. The number of additional hypothetical
shares of Scientific-Atlanta Common Stock credited to a Participant's
Phantom Stock Sub-Account as a result of such increase shall be determined,
first, by multiplying the total number of hypothetical shares of
Scientific-Atlanta Common Stock credited to such Sub-Account immediately
before such increase by the amount of the dividend paid per share of
Scientific-Atlanta Common Stock on the dividend payment date, and, then, by
dividing the product so determined by the closing sale price of Scientific-
Atlanta Common Stock on the composite tape of New York Stock Exchange
issues on the dividend payment date (or if there was no reported sale of
Scientific-Atlanta Common Stock on such date, on the next preceding day on
which there was such a reported sale).
(c) No Rights as Shareholder: At no time shall the hypothetical shares
------------------------
credited to a Phantom Stock Sub-Account be considered as actual shares of
Scientific-Atlanta Common Stock, and a Participant shall have no rights as
a shareholder of Scientific-Atlanta, Inc. by virtue of such hypothetical
shares.
5.4 Award Sub-Account
-----------------
If a Participant elects that an Award be deferred and credited to an Award
Sub-Account, such Award will remain in such Award Sub-Account until the Deferred
Benefit Commencement Date related to such Award Sub-Account occurs. No interest
will accrue on the Award in such Award Sub-Account, but amounts equivalent to
the dividends that would have been paid if the shares had been issued will
accrue on such Awards ("Accrued Dividends"). Upon accrual, such Accrued
Dividends will be placed in an Interest Sub-Account. A Participant shall not
have any
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rights as a shareholder of Scientific-Atlanta, Inc. while an Award is held in an
Award Sub-Account.
5.5 Split-Dollar Insurance Sub-Account
----------------------------------
Amounts credited to a Split-Dollar Insurance Sub-Account shall be used to
pay premiums on life insurance insuring the life of the Participant, or, at the
Participant's election, the lives of the Participant and his or her spouse on a
joint and survivor basis, pursuant to such policies of insurance, and with such
insurers, as the Plan Committee may determine from time to time. Scientific-
Atlanta, Inc. shall be the owner of such insurance policy or policies, and the
proceeds thereof shall be payable as provided in an Endorsement Split-Dollar
Agreement to be entered into between the Participant and Scientific-Atlanta,
Inc.
5.6 Determination of Account Balance
--------------------------------
(a) As of each Determination Date, the current balance of a Participant's
Deferred Benefit Account shall be the sum of (i) the balance credited to
the Interest Sub-Account as of the immediately preceding Determination
Date, plus any Compensation deferred by such Participant and credited to
such Interest Sub-Account since the previous Determination Date, plus the
amount of interest credited to such Interest Sub-Account since the
preceding Determination Date, plus (ii) the value of the hypothetical
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shares of Scientific-Atlanta Common Stock, determined as set forth in
Section 5.5(a) above, in the Phantom Stock Sub-Account at that time,
including deferred amounts credited to that Sub-Account since the last
Determination Date and deemed reinvestment, if any, of dividends since the
last Determination Date, plus (iii) the number of shares the Participant
----
has the right to receive under Awards credited to the Award Sub-Account and
the total Accrued Dividends credited to the Award Sub-Account, as of the
immediately preceding Determination Date, plus the number of shares the
Participant has the right to receive under additional Awards and additional
Accrued Dividends credited to such Award Sub-Account since the previous
Determination Date, minus any payments to or withdrawals by the Participant
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from the Deferred Benefit Account since the previous Determination Date.
(b) The dollar value of the hypothetical shares of Scientific-Atlanta
Common Stock credited to a Participant's Phantom Stock Sub-Account on any
date shall be determined by multiplying the number of hypothetical shares
of Scientific-Atlanta Common Stock credited to such Sub-Account on that
date by the average closing price of Scientific-Atlanta Common Stock, as
reported on the composite tape of New York Stock Exchange issues for the 12
months immediately preceding that date, or for that number of whole months
for which the hypothetical shares have been credited to such sub-account,
if less than 12 months.
(c) Effect of Recapitalization: In the event of a transaction or event
--------------------------
described in this paragraph (c), the number of hypothetical shares of
Scientific-Atlanta Common Stock
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credited to a Participant's Phantom Stock Sub-Account and the number of
shares of Scientific-Atlanta Common Stock subject to Awards credited to a
Participant's Award Sub-Account shall be adjusted in such a manner as the
Plan Committee deems equitable. A transaction or event is described in this
paragraph (c) if and only if (i) it is a dividend or other distribution
(whether in the form of cash, shares, other securities, or other property),
extraordinary cash dividend, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off,
combination, re-purchase, or exchange of shares or other securities, the
issuance of warrants or other rights to purchase shares or other
securities, or other similar corporate transaction or event, and (ii) the
Plan Committee determines that such transaction or event affects the shares
of Scientific-Atlanta Common Stock, such that an adjustment pursuant to
this paragraph (c) is appropriate to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under this
Plan.
5.7 Statement of Accounts
---------------------
Within ninety (90) days after each Determination Date, the Plan Committee
shall submit to each Participant a statement in such form as the Plan Committee
shall deem desirable, setting forth a summary of the Compensation Deferral
Elections made and the current balances of the Deferred Benefit Accounts and
related Sub-Accounts maintained for the Participant as of the Determination
Date.
ARTICLE VI - PAYMENT (AND ISSUANCE) OF DEFERRED BENEFITS
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6.1 General
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Except as otherwise provided herein, Deferred Benefits credited to the
Interest Sub-Account, the Phantom Stock Sub-Account or the Award Sub-Account
shall be payable (and issued, if applicable) to a Participant upon the Deferred
Benefit Commencement Date and pursuant to the manner of payment (or issuance, if
applicable) selected by the Participant on the applicable Compensation Deferral
Election or any permitted modification thereof, pursuant to Section 4.5(c)
hereof. If the Participant has elected to receive such Deferred Benefits in
installments, the amount payable in the first year of such installments shall be
an amount that will fully amortize the balance in the Participant's Deferred
Benefit Account determined as of the Deferred Benefit Commencement Date over the
five, ten or fifteen year period, based on assumed interest earnings at the Plan
Interest Rate (to the extent applicable) in effect for such first year.
Thereafter, the amount payable (or to be issued) in each succeeding year shall
be adjusted to an amount that will fully amortize the remaining balance in such
Deferred Benefit Account over the remaining years in the aforesaid five, ten, or
fifteen year installment period based on the Plan Interest Rate (to the extent
applicable) for such succeeding year. Proceeds of life insurance purchased with
amounts credited to the Split-Dollar Insurance Sub-Account shall be payable as
provided in the respective policy or policies and the applicable Endorsement
Split-Dollar Agreement.
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6.2 Service Termination
-------------------
Deferred Benefits shall be paid (or issued, as appropriate) to a
Participant after his or her termination, as follows:
(a) Upon termination of service as a director by a Participant prior to
the Participant's attaining fifty-five years of age:
(1) the amounts in each of the Participant's Deferred Benefit
Accounts shall cease to earn interest (to the extent applicable) and
the balance of each Deferred Benefit Account shall be determined in
accordance with Article V hereof, and
(2) Scientific-Atlanta, Inc. shall pay (or issue, as appropriate) to
the Participant the balance of each of the Participant's Deferred
Benefit Accounts not according to the Participant's elections as
specified in his or her Election Forms but in a lump sum, to be paid
within sixty days of the termination.
(b) For purposes of this Plan, termination of service as a director by a
Participant who is fifty-five years or older with at least three years of
Board Service will in all instances be construed to be and will be treated
as Retirement by such a Participant, and Scientific-Atlanta, Inc. will pay
(or issue) to such a Participant all amounts in his or her Deferred Benefit
Accounts in accordance with Section 6.1 hereof.
6.3 Total Disability
----------------
Deferred Benefits shall be paid (or issued, as appropriate) to a
Participant after his or her becoming Totally Disabled, as follows:
(a) Upon the determination that a Participant is Totally Disabled, no
further deferrals will be made from his or her Compensation, and Scientific
Atlanta, Inc. shall pay (or issue, as appropriate) to the Participant the
balance in each of the Participant's Deferred Benefit Accounts as follows:
(1) the date of Total Disability shall be deemed to be (i) the
Deferred Benefit Commencement Date, if the Deferred Benefit
Commencement Date for one or more Deferred Benefit Accounts is a set
date prior to the Participant's fifty-fifth birthday and the Total
Disability occurs before such date, or (ii) the Participant's
Retirement, for those Deferred Benefit Accounts, if any, for which the
Deferred Benefit Commencement Date is the Participant's Retirement or
later;
(2) following Total Disability, the amounts in his or her Interest
Sub-Account shall continue to earn interest, and the hypothetical
shares in the Phantom Stock Sub-Account shall continue to earn
dividends, as provided in the Plan, until paid out to the Participant
as provided herein; and
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(3) the amount (including shares of Scientific-Atlanta Common Stock)
in any Deferred Benefit Account shall be payable (or issued) to the
Participant on the Deferred Benefit Commencement Date which applies to
such Deferred Benefit Account, taking into consideration the aforesaid
deemed dates (Section 6.3(a)(1)(i) and (ii)) pursuant to the method(s)
requested by the Participant in his or her Election Form.
(b) For purposes of this Plan, once a Participant is determined to be
Totally Disabled, he or she will continue to be deemed Totally Disabled
irrespective of the Participant's ceasing to be considered Totally Disabled
for purposes of any other plan maintained by Scientific-Atlanta, Inc.
(c) In the event that a Totally Disabled Participant resumes service with
the Board following his or her Service Termination Date, such Totally
Disabled Participant may resume participation in this Plan at the
discretion of the Plan Committee; provided, however, that in any event the
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Totally Disabled Participant shall continue to receive payments of Deferred
Benefits pursuant to the terms of this Plan.
6.4 Death
-----
Deferred Benefits shall be paid (or issued, as appropriate) after the death
of a Participant, as follows:
(a) After the death of a Participant, Scientific-Atlanta, Inc. shall pay
the amounts (or issue shares of Scientific-Atlanta Common Stock, if
applicable) in each of the Participant's Deferred Benefit Accounts to the
Beneficiary designated by the Participant with respect to each Compensation
Deferral Election in each of his or her respective Election Forms, or, if
the Participant fails to so designate a Beneficiary, to his or her estate.
(b) If the Participant dies prior to Retirement, Scientific-Atlanta, Inc.
shall pay to each respective Beneficiary or to the Participant's estate, as
the case may be, the amounts in each of the Participant's respective
Deferred Benefit Accounts (or issue the shares held in the Award Sub-
Account), in the same manner as set forth in Section 6.3(a).
(c) If the Participant dies following Retirement or being determined to be
Totally Disabled but prior to his or her receiving the full payment of all
Deferred Benefits payable to him or her, Scientific-Atlanta, Inc. shall pay
(or issue, if appropriate) to the respective Beneficiaries or to the
Participant's estate, as the case may be, the same Deferred Benefits in the
same manner as it otherwise would have paid (or issued) to the Participant
as if the Participant had not died, unless the Participant has specified in
his or her Election Form a different manner of payment to a Beneficiary.
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(d) Notwithstanding the other provisions of Section 6.4, a Beneficiary may
request a different payment schedule than what has been elected by the
Participant, if such change does not further defer the scheduled payout, by
submitting a request in writing to the Plan Committee. The granting of any
such request shall be within the discretion of the Plan Committee.
(e) If a Beneficiary who is receiving Deferred Benefits pursuant to this
Plan dies, the remainder of the Deferred Benefits to which such Beneficiary
was entitled at the time of his or her death shall continue to be payable
to the Beneficiary or to beneficiaries designated by such Beneficiary in
writing to the Plan Committee (or to the Beneficiary's estate or heirs if
he or she fails to designate a beneficiary or beneficiaries).
ARTICLE VII - PLAN ADMINISTRATION
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7.1 Plan Committee
--------------
This Plan and all matters related to it shall be administered by the Plan
Committee. The Plan Committee shall have the authority to interpret the
provisions of this Plan and to determine all questions arising in the
administration, interpretation and application of this Plan. The Plan Committee
may, in its sole discretion, delegate any or all of its responsibilities
relative to administration of this Plan to such officers of Scientific-Atlanta,
Inc. as it designates.
ARTICLE VIII - PARTICIPANT'S RIGHTS
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8.1 Ineligibility to Participate in Plan
------------------------------------
In the event that the Plan Committee determines that a Participant has
become ineligible to continue to participate in this Plan, the Plan Committee
may terminate Participant's participation in this Plan upon ten (10) days' prior
written notice to the Participant. In such event, the Participant will not be
entitled to make further Compensation Deferral Elections, but all current
Compensation Deferral Elections shall continue in effect. All Deferred Benefit
Accounts shall be payable as otherwise provided in Article VI hereof.
8.2 Termination of Plan
-------------------
The Board of Directors of Scientific-Atlanta, Inc. may terminate this Plan
at any time, and termination of this Plan shall be effective upon ten (10) days'
written notice to all Participants in the Plan. Upon such termination of this
Plan, Scientific-Atlanta, Inc. shall pay all active Participants their Deferred
Benefits as provided in Section 6.1 as if each such Participant had actually
reached the Deferred Benefit Commencement Date for all of his or her Deferred
Benefit Accounts.
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8.3 Participant's Rights
--------------------
The right of a Participant or his or her Beneficiary or estate to receive
any benefits under this Plan shall be solely that of an unsecured creditor of
Scientific-Atlanta, Inc. Any asset acquired or held by Scientific-Atlanta, Inc.
or funds allocated by Scientific-Atlanta, Inc. in connection with the
liabilities assumed by Scientific-Atlanta, Inc. pursuant to this Plan shall not
be deemed to be held under any trust for the benefit of any Participant or of
any of Participant's Beneficiaries or to be security for the performance of
Scientific Atlanta, Inc.'s obligations hereunder but shall be and remain a
general asset of Scientific-Atlanta, Inc.
8.4 Spendthrift Provision
---------------------
Neither a Participant nor any person claiming through a Participant shall
have the right to commute, sell, assign, transfer, pledge, mortgage or otherwise
encumber, transfer, hypothecate or convey any Deferred Benefit payable hereunder
or any part thereof in advance of its actually having been received by a
Participant or other appropriate recipient under this Plan, and the right to
receive all such Deferred Benefits is expressly declared to be non-assignable
and non-transferable. Prior to the actual payment (or issuance, if appropriate)
thereof, no part of the Deferred Benefits payable hereunder shall be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any person claiming through a
Participant or be transferable by operation of law in the event of a
Participant's or any such other person's bankruptcy or insolvency.
8.5 Cooperation
-----------
Each Participant will cooperate with Scientific-Atlanta, Inc. by furnishing
any and all information reasonably requested by Scientific-Atlanta, Inc. in
order to facilitate the payment of Deferred Benefits hereunder and by taking any
such other actions as Scientific-Atlanta, Inc. or the Plan Committee may
reasonably request.
ARTICLE IX - MISCELLANEOUS
- --------------------------
9.1 Amendments and Modifications
----------------------------
The Board of Directors of Scientific-Atlanta, Inc. may amend this Plan in
any respect at any time. In addition, the Plan Committee may authorize the
following types of amendments to the Plan without Board approval: (a) amendments
required by law; (b) amendments that relate to the administration of the Plan
and that do not materially increase the cost of the Plan; and (c) amendments
that are designed to resolve possible ambiguities, inconsistencies or omissions
in the Plan and that do not materially increase the cost of the Plan. All
authorized amendments shall be effective upon ten (10) days' written notice to
the Participants. If any such amendment affects a Participant's Deferred
Benefits, such affected Participant may, within ninety (90) days after the
effective date of such amendment, elect to terminate his or her participation in
the Plan pursuant to this Section 9.1, in which event the date of such election
shall be deemed to be such
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Participant's Deferred Benefit Commencement Date.
9.2 Inurement
---------
This Plan shall be binding upon and shall inure to the benefit of
Scientific-Atlanta, Inc. and each Participant hereto, and their respective
beneficiaries, heirs, executors, administrators, successors and assigns.
9.3 Governing Law
-------------
This Plan is made in accordance with and shall be governed in all respects
by the laws of the state of Georgia.
9.4 Tax Withholding
---------------
All payments (and issuances of shares) made pursuant to this Plan shall be
subject to the withholding of state and federal income taxes, FICA tax or other
taxes to the extent required by applicable law. The Plan Committee shall,
before delivery of a cash payment or a stock certificate, require the
Participant to make arrangements satisfactory to the Plan Committee to satisfy
such withholding requirements. A Participant receiving shares of Scientific-
Atlanta, Inc. Common Stock may elect to satisfy such withholding requirements by
having the Plan Committee withhold shares otherwise issuable to the Participant,
with the Participant's election being made by delivering to the Plan Committee a
written election stating his or her desire to so satisfy such withholding
requirements.
To record the adoption of the Plan (as amended and restated) by the Board
on June 17, 1997, with an effective date of November 12, 1997, the Company has
caused its authorized officers to execute this Plan and affix the corporate name
and seal hereto.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Brian C. Koenig
-------------------
Name: Brian C. Koenig
Title: Senior Vice President -
Human Resources
By: /s/ William E. Eason, Jr.
-------------------------
Name: William E. Eason, Jr.
Title: Corporate Secretary
[Corporate Seal]
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