Exhibit 10.13
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MARQUETTE ELECTRONICS, INC.
MANAGEEM DEFERRED COMPENSATION PLAN
I. NAME AND PURPOSE
The name of this plan is the Marquette Electronics, Inc. Management Deferred
Compensation Plan (the "Plan"). Its purpose is to provide certain employees
employed by Marquette Electronics, Inc. (the "Company") with the annual
opportunity to defer all or part of the base salary and/or bonus otherwise
payable to them as employees by the Company during a designated year of
employment.
II. EFFECTIVE DATE
The Plan shall be effective as of October 15, 1995.
III. PARTICIPANTS
Employees eligible to participate in this deferred compensation plan shall be
selected by the Board of Directors of Marquette Electronics, Inc. from key
management employees of the Company.
IV. ELECTION OF DEFERRAL(A) Each participant shall be entitled to make an annual
irrevocable election (in the form of Exhibit A hereto), as specified in Section
VII, to defer receipt of a portion of the base salary and/or bonus otherwise
payable by the Company to the employee for the designated year of employment
commencing January 1 of such year.
(B) Each such election shall include an irrevocable election as to the period
of deferral, which deferral period may not end earlier than January 1 of the
year following the designated year of employment or later than January 1 of the
year that is 10 years subsequent to the designated year of employment and which
deferral period shall end on the last day of a month.
(C) Each participant shall be entitled to make a subsequent irrevocable election
(in the form of Exhibit B hereto) to extend the deferral period defined in (B)
above. Such subsequent election must be made at least 2 full years prior to the
end of the originally scheduled deferral period.
V. DEFERRED COMPENSATION ACCOUNTS
A separate account shall be established and maintained for each Participant,
which account shall reflect the bonus deferred pursuant hereto, and specified in
the applicable election form, by such Participant, and all earnings credited
thereto from time to time. Each Participant's account balance shall be credited
(debited) quarterly with earnings (losses) as of the end of each calendar
quarter, with the first such credit being made as of March 31 of such employment
year. In the event a Participant's account balance is distributed other than at
the end of any calendar quarter, he shall be credited (debited) with earnings
(losses) thereon from the end of the immediately preceding calendar quarter to
the date of distribution. No earnings (losses) shall be credited (debited) to a
Participant's account after the distribution of such Participant's account
balance.
VI. METHOD OF DISTRIBUTION OF DEFERRED COMPENSATION
(A) No distribution of a Participant's base salary and/or bonus deferred
pursuant hereto, or of any interest credited thereon, may be made except
as provided in this Section VI.
(B) Subject to the provision of Section VIII, base salary and/or bonus deferred
pursuant hereto, plus any interest credited thereon, shall be payable only in
the manner specified in the applicable election form at the time selected by the
Participant in accordance with Section IV above.
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(C) A Participant may request a distribution due to an unforeseeable emergency
by submitting a written request to the Company accompained by evidence to
demonstrate that the circumstances being experienced qualify as an unforeseeable
emergency. The Company shall have the authority to require such evidence as it
deems necessary to determine if a distribution is warranted. If an application
for a hardship distribution due to an unforeseeable emergency is approved, the
distribution is limited to an amount sufficient to meet emergency. The allowed
distribution shall be payable in a method determined by the Company as soon as
possible after approval of such distribution.
(D) A Participant who has commenced receiving installment payments under the
Plan may request acceleration of such payments in the event of an unforeseeable
emergency. The Company may permit accelerated payments to the extent such
accelerated payment does not exceed the amount necessary to meet the emergency.
VII. MANNER OF ELECTING DEFERRAL
A Participant may elect to defer the base salary and/or bonus otherwise payable
to him for the designated year of employment by giving written notice to
Marquette Electronics, Inc. which notice must be received by Marquette
Electronics, Inc. prior to December 15 of the year previous to the designated
year of employment and be in the form of Exhibit A hereto (and otherwise in
accordance with the Plan) and set forth the Participant's irrevocable election
as to:
(A) The percentage of the Participant's base salary and/or bonus for such period
to be deferred (which percentage must be between 0% and 100% of the
Participant's base salary and/or bonus); and
(B) The period of deferral (which may not end earlier than January 1 of the year
following the year of employment or later than January 1 of the year which is 10
years subsequent to the designated year of employment and which must end on the
last day of a month).
VIII. DISTRIBUTION UPON DEATH
If any Participant dies before receiving all amounts credited to his account,
the unpaid amounts in the Participant's account shall be paid to the
Participant's surviving spouse or, if the Participant has no surviving spouse,
to the Participant's estate, with that payment to be made at the time selected
by the Participant in accordance with Section IV (B) above. However, if not so
selected by the Participant, the Company may allow a Participant's surviving
spouse to request a lump sum distribution of the Participant's account balance
within 60 days of the time of death. Notwithstanding the foregoing, if a
Participant's spouse fails to survive the Participant by at least ten days, that
spouse shall be deemed to have predeceased the Participant for purposes hereof.
IX. BENEFIT PLANS
The amount of each Participant's base salary and/or bonus which he elects to
defer under the Plan shall not be deemed to be compensation for the purpose of
calculating the amount of a Participant's benefits or contributions under a
pension plan or retirement plan (qualified under Section 401(a) of the Internal
Revenue Code), the amount of life insurance payable under any life insurance
plan established or maintained by the Company, or the amount of any disability
benefit payments payable under any disability plan established or maintained by
the Company, except to the extent specifically provided in any such plan.
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X. PARTICIPANT'S RIGHTS
Establishment of the Plan shall not be construed as giving any Participant
the right to be retained in the Company's service or employ or the right to
receive any benefits not specifically provided by the Plan. A Participant shall
not have any interest in the base salary and/or bonus deferred or interest
credited to his account until such account is distributed in accordance with the
Plan. All base salary and/or bonus deferred or otherwise held for the account
of a Participant under the Plan shall remain the sole property of the Company,
subject to the claims of its general creditors and available for its use for
whatever purposes are desired. With respect to amounts deferred or otherwise
held for the account of a Participant, the Participant is merely a general
creditor of the Company, and the obligation of the Company hereunder is purely
contractual and shall not be funded or secured in any way.
XI. NON-ALIENABILITY AND NON TRANSFERABILITY
The rights of a Participant to the payment of deferred compensation as provided
in the Plan shall not be assigned, transferred, pledged or encumbered or be
subject in any manner to alienation or anticipation. No Participant may borrow
against his account. No account shall be subject in any manner to anticipation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind, whether voluntary or involuntary, including but not limited
to any liability which is for alimony or other payments for the support of a
spouse or former spouse, or for any relative of any Participant.
XII. ADMINISTRATION
The Administrator of this Plan shall be the Company except as otherwise
determined by the Company. The Company shall have authority to adopt rules and
regulations for carrying out the Plan and to interpret, construe and implement
the provisions hereof. Any decision or interpretation of any provision of the
Plan adopted by the Company shall be final and conclusive.
XIII. INVESTMENTS
A participant may request that his deferred base salary and/or bonus be
allocated among the available investment options established by the
Administrator. The initial allocation request shall be made at the time of
enrollment. Once made, an investment allocation request shall remain in effect
until changed by the Participant. A Participant may change his investment
allocation by submitting a written request to the Administrator on such form as
may be required by the Administrator. Such changes shall become effective as
soon as administratively feasible after the Administrator receives such written
request. Although the Administrator intends to invest according to the
Participant's requests, it reserves the right to invest deferrals without regard
to such requests.
XIV. AMENDMENT AND TERMINATION
The Plan may, at any time or from time to time, be amended, modified or
terminated by the Company. However, no amendment, modification or termination
of the Plan shall, without the consent of a Participant, adversely affect such
Participant's rights with respect to amounts then accrued in his account.
XV. GENERAL PROVISIONS
(A) Controlling Law. Except to the extent superseded by federal law, the laws
of the State of Wisconsin shall be controlling in all matters relating to the
Plan, including construction and performance hereof.
(B) Captions. The captions of Sections and paragraphs of this Plan are for
convenience of reference only and shall not control or affect the meaning or
construction of any of its provisions.
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(C) Facility of Payment. Any amounts payable hereunder to any person who is
under legal disability or who, in the judgment of the Company, is unable to
properly manage his financial affairs may be paid to the legal representative of
such person or may be applied for the benefit of such person in any manner which
the Company may select, and any such payment shall be deemed to be payment for
such person's account and shall be a complete discharge of all liability of the
Company with respect to the amount so paid.
(D) Withholding Payroll Taxes. To the extent required by the laws in effect at
the time compensation or deferred compensation payments are made, the Company
shall withhold from such compensation, or from deferred compensation payments
made hereunder, any taxes required to be withheld for federal, state or local
government purposes.
(E) Administrative Expenses. All expense of administering the Plan shall be
borne by the Company and no part thereof shall be charged against any
Participant's account or any amounts distributable hereunder.
(F) Any provision of this Plan prohibited by the law of any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition
without invalidating the remaining provisions hereof.
(G) Except as otherwise expressly provided herein no officer, employee, or agent
of the Company, shall have any liability to any person, firm, or corporation
based on or arising out of the Plan except in the case of gross negligence or
fraud.
XVI. UNFUNDED STATUS OF THE PLAN
Any and all payments made to the Participant pursuant to the Plan shall be made
only from the general assets of the Company. A rabbi trust may be established
by the Company to assist in the meeting of its liabilities under the Plan. Any
assets held by the rabbi trust consisting of any amounts of compensation
deferred under the Plan, any property and rights purchased with such amounts and
any income attributable to such amounts of property or rights shall remain
(until made available to the Participant or Beneficiary) solely the property and
rights of the Company and shall be subject to the claims of the Company's
general creditors.
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Exhibit A
NOTICE OF ELECTION
TO: The Secretary of Marquette Electronics, Inc.
In accordance with the provisions of the Marquette Electronics, Inc. Management
Deferred Compensation Plan, I hereby elect to defer the portion of the base
salary and/or bonus specified below that would otherwise be payable to me for
services as an employee of Marquette Electronics, Inc. for the period beginning
January 1, 1996 and ending December 31, 1996, with such deferral to be for the
period specified below.
Deferral Election for Base Salary and/or Bonus:
(1) Percent of Base Salary Deferred________% (Percentage must be between 0% and
100%)
The percentage shown for base salary to be deferred will apply to each
payment of such base salary otherwise payable to me for the period
beginning January 1, 1996 and ending December 31, 1996.
(2) Percent of Bonus Deferred_______% (Percentage must be between 0% and 100%)
(3) Deferred until_____________ 19____ (Date may be no earlier than January 1,
1997 and no later than January 1, 2006 and must be on the last day of a
month.)
(4) Deferred compensation should be paid out in the following manner:
Lump sum payment
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Equal annual installments over 3 years
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Equal annual installments over 5 years
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Equal annual installments over 10 years
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(5) Preference for investment of deferred compensation (all percentages must
be a multiple of 5%):
Vanguard Money Market Prime Fund
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PIMCo Total Return Fund
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Vanguard Index 500 Fund
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IAI Emerging Growth Fund
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T. Rowe Price International Stock Fund
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"Conservative" Equity Allocation
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"Aggressive" Equity Allocation
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100% Total (must equal 100%)
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This election is irrevocable and is subject to the terms of the Plan.
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Participant's Signature Date
Received on the _____ day of 1995, on behalf of Marquette Electronics, Inc.
By:
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