EXHIBIT 10.37
PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF JANUARY 20, 2003
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS............................................................ 1
ARTICLE 2 ELIGIBILITY AND PARTICIPATION.......................................... 5
ARTICLE 3 CONTRIBUTIONS TO DEFERRAL ACCOUNTS.................................... 6
ARTICLE 4 ACCOUNTS AND ALLOCATION OF FUNDS...................................... 6
ARTICLE 5 ENTITLEMENT TO BENEFITS............................................... 8
ARTICLE 6 DISTRIBUTION OF BENEFITS.............................................. 13
ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA....................................... 14
ARTICLE 8 PLAN ADMINISTRATION................................................... 14
ARTICLE 9 AMENDMENT OR TERMINATION.............................................. 18
ARTICLE 10 MISCELLANEOUS........................................................ 18
EXHIBIT A PARTICIPANT ENROLLMENT AND ELECTION FORM
EXHIBIT B DEEMED DEEMED INVESTMENT ELECTIONS
EXHIBIT C DESIGNATION OF BENEFICIARY
EXHIBIT D DEATH BENEFIT
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PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
THIS PLAN is adopted as of the 20th day of January, 2003, by PCTEL, Inc.,
a Delaware corporation (the "Corporation"), as follows:
RECITALS
WHEREAS, the Corporation wishes to establish the PCTEL, Inc. "Executive
Deferred Compensation Plan" (the "Plan") to provide additional retirement
benefits and income tax deferral opportunities for a select group of management
or highly compensated employees; and
WHEREAS, the Corporation intends that the Plan shall at all times be
administered and interpreted in such a manner as to constitute an unfunded
nonqualified deferred compensation plan for a select group of management or
highly compensated employees and to qualify for all available exemptions from
the provisions of ERISA;
NOW, THEREFORE, the Corporation hereby adopts the following Executive
Deferred Compensation Plan.
ARTICLE 1
DEFINITIONS
DEFINITION OF TERMS. Certain words and phrases are defined when first used
in later sections of this Plan. Whenever any words are used in the masculine,
they shall be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used in the singular or in the
plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. In
addition, the following words and phrases when used, unless the context clearly
requires otherwise, shall have the following respective meanings:
1.1. ACCOUNTS. A Participant's Deferral Account.
1.2. AFFILIATE. Any corporation, partnership, joint venture, association, or
similar organization or entity, which is a member of a controlled group of
companies which includes, or which is under common control with, the
Corporation under Section 414 of the Code.
1.3. BASE SALARY. The annual compensation (excluding bonuses, commissions,
overtime, incentive payments, non-monetary awards, directors fees and
other fees, stock options and grants, and car allowances) paid to a
Participant for services rendered to the Corporation, before reduction for
compensation deferred pursuant to all qualified, non-qualified and Code
Section 125 plans of the Corporation.
1.4. BENEFICIARY. The Beneficiary(ies) designated by a Participant under
Article 7, or, if the Participant has not designated a Beneficiary under
Article 7, the person or persons entitled to receive distributions of
benefits under Article 5.
1.5. CALENDAR YEAR. January 1 to December 31.
1.6. CAUSE. For purposes of this Plan "Cause" shall mean any of the following
acts or circumstances: (i) willful destruction by the Participant of
property of the Corporation or an Affiliate having a material value to the
Corporation or such Affiliate; (ii) fraud, embezzlement, theft, or
comparable dishonest activity committed by the Participant (excluding acts
involving a de minimis dollar value and not related to the Corporation or
an Affiliate); (iii) the Participant's conviction of or entering a plea of
guilty or nolo contendere to any crime constituting a felony or any
misdemeanor involving fraud, dishonesty or moral turpitude (excluding acts
involving a de minimis dollar value and not related to the Corporation or
an Affiliate); (iv) the Participant's breach, neglect, refusal, or failure
to materially discharge the Participant's duties (other than due to
physical or mental illness) commensurate with the Participant's title and
function or the Participant's failure to comply with the lawful directions
of the Board or the Chief Executive Officer of the Corporation, or of the
Board of Directors or the Chief Executive Officer of the Affiliate that
employs the Participant, in any such case that is not cured within fifteen
(15) days after the Participant has received written notice thereof from
such Board of Directors or Chief Executive Officer; (v) any willful
misconduct by the Participant which may cause substantial economic or
reputational injury to the Corporation, including, but not limited to,
sexual harassment, or (vi) a willful and knowing material
misrepresentation to the Board or the Chief Executive Officer of the
Corporation or to the Board of Directors or the Chief Executive Officer of
the Affiliate that employs the Participant.
1.7. CHANGE IN CONTROL shall mean the occurrence of any of the following:
(i) Any "Person" or "Group", as such terms are defined in Section 13(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") and the
rules and regulations promulgated thereunder, excluding any excluded
stockholder, who is or becomes the "Beneficial Owner" (within the
meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Corporation, or of any entity
resulting from a merger or consolidation involving the Corporation,
representing more than thirty percent (30%) of the combined voting
power of the then outstanding securities of the Corporation or such
entity.
(ii) A change in the composition of the Board occurring within any two
year period commencing with the Effective Date, as a result of which
fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" shall mean directors who either (A) are
directors of the Corporation as of the Effective Date, or (B) are
elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those directors whose
election or nomination was not in connection with any transaction
described in subsections (i) or (iii) hereof, or in connection with
an actual or threatened proxy contest relating to the election of
directors to the Corporation.
(iii) The consummation of (x) a merger, consolidation or reorganization to
which the Corporation is a party, whether or not the Corporation is
the
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Person surviving or resulting therefrom, or (y) a sale, assignment,
lease, conveyance or other disposition of all or substantially all
of the assets of the Corporation, in one transaction or a series of
related transactions, to any Person other than the Corporation,
where any such transaction or series of related transactions as is
referred to in clause (x) or clause (y) above in this subparagraph
(iii) (singly or collectively, a "Transaction") does not otherwise
result in a "Change in Control" pursuant to subparagraph (i) of this
definition of "Change in Control"; provided, however, that no such
Transaction shall constitute a "Change in Control" under this
subparagraph (iii) if the Persons who were the stockholders of the
Corporation immediately before the consummation of such Transaction
are the Beneficial Owners, immediately following the consummation of
such Transaction, of thirty percent (30%) or more of the combined
voting power of the then outstanding voting securities of the Person
surviving or resulting from any merger, consolidation or
reorganization referred to in clause (x) above in this subparagraph
(iii) or the Person to whom the assets of the Corporation are sold,
assigned, leased, conveyed or disposed of in any transaction or
series of related transactions referred in clause (y) above in this
subparagraph (iii), in substantially the same proportions in which
such Beneficial Owners held voting stock in the Corporation
immediately before such Transaction.
1.8. CODE. The Internal Revenue Code of 1986, as amended from time to time.
1.9. COMPENSATION. The Base Salary, bonus and/or commissions earned and/or
received by a Participant during a Calendar Year.
1.10. DEFERRAL ACCOUNT. The account maintained on the books by the Plan
Administrator for the Participant including (i) the Participant Annual
Deferral; (ii) contributions made by the Corporation, and (iii) deemed
investment earnings, gains and losses credited to the Participant;
provided, however, that the existence of such book entries and the
Deferral Account shall not create, and shall not be deemed to create, a
trust of any kind, or a fiduciary relationship between the Corporation and
the Participant, his or her designated beneficiaries, or other
beneficiaries under this Plan.
1.11. DEFERRAL PERIOD. The period after which payment of the Deferral Account is
to be made or begun to be made.
1.12. DISABILITY. Disability shall mean a Participant's eligibility to receive
benefits under the Corporation's group long-term disability plan, or, if
the Corporation ceases to maintain a long-term disability plan, the total
and permanent incapacity of the Participant, due to physical impairment or
legally established mental incompetence, to perform the usual duties of
his employment with the Corporation.
1.13. EFFECTIVE DATE. January 20, 2003.
1.14. ELECTION OF DEFERRAL. A written notice filed by the Participant with the
Plan Administrator of the Corporation in substantially the form attached
hereto as Exhibit A,
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and referred herein as the "ELECTION FORM," specifying the amount (if any)
of Compensation to be deferred.
1.15. ELIGIBLE EMPLOYEE. Any employee of the Corporation or an Affiliate who is
selected to participate in the Plan in accordance with the provisions of
Section 2.1 hereof, and one of a select group of management or highly
compensated employees.
1.16. ERISA. The Employee Retirement Income Security Act of 1974, as amended
from time to time.
1.17. GOOD REASON means the occurrence, on or after the occurrence of a Change
in Control, or any of the following:
(a) The Corporation or any of its Affiliates reduces the Participant's
Base Salary, except in the context of a general salary reduction for
all officers of up to ten per cent (10%).
(b) The Corporation discontinues its bonus plan in which the Participant
participates as in effect immediately before the Change in Control
without immediately replacing such bonus plan with a comparable
package that is the substantial economic equivalent of such bonus
plan, or a successor to the Corporation fails or refuses to assume
the obligations of the Corporation under such bonus plan as in
effect immediately before the Change in Control or under a plan that
is the substantial economic equivalent of such bonus plan.
(c) Without the Participant's express written consent, the Corporation
or any of its Affiliates requires the Participant to change the
location of the Participant's job or office, so that the Participant
will be based at a location more than 100 miles from the former
location of the Participant's job or office.
(d) Without the Participant's express written consent, the Corporation
or any of its Affiliates reduces the Participant's responsibilities
or directs the Participant to report to a person of lower rank or
responsibilities than the person to whom the Participant reported
before the Change in Control.
1.18. PARTICIPANT. An Eligible Employee designated as a participant by the
Corporation who has completed and submitted an Election Form,
substantially in the form of Exhibit A attached hereto.
1.19. PARTICIPANT ANNUAL DEFERRAL. The portion of a Participant's Compensation,
which he or she elects to defer for the Calendar Year in question.
1.20. PLAN. This Plan, together with any and all amendments or supplements
thereto.
1.21. PLAN ADMINISTRATOR. The Compensation Committee of the Board of Directors
of PCTEL, Inc., or as otherwise designated by the Board of Directors.
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1.22. PLAN RETIREMENT DATE. The date selected by a Participant, however, no
earlier than the date he or she attains 55 years of age.
1.23. PLAN YEAR. The Calendar Year.
1.24. RETIREMENT. The termination of a Participant's employment with the
Corporation and all Affiliates on or after the Participant has reached his
or her Plan Retirement Date.
1.25. VALUATION DATE. The last day of each quarter during a Plan Year, or such
other dates as the Plan Administrator may establish in its discretion.
1.26. YEAR OF PARTICIPATION. Twelve months of continuous employment with the
Corporation measured from the Participant's date of entry into this Plan.
ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY.
(a) An Eligible Employee shall become a Participant in the Plan
following written notice from the Corporation to that effect, and
submittal of a completed Participant Election Form, substantially in
the form of Exhibit A attached hereto. The initial Election of
Deferral must be filed on or before January 23, 2003 and shall be
effective with the subsequent payroll. During its regularly
scheduled meetings, the Plan Administrator shall be notified by the
Corporation of any new Participants to the Plan.
(b) Once an Eligible Employee becomes a Participant, he or she shall
remain a Participant until his or her termination of employment with
the Corporation or an Affiliate, and thereafter until all benefits
to which he or she (or his or her Beneficiaries) is entitled under
the Plan have been paid.
2.2 PARTICIPATION.
(a) Each Participant Annual Deferral shall be effective for Compensation
which would otherwise be paid in the Calendar Year to which the
Election of Deferral applies, and shall be irrevocable during such
Calendar Year. Any subsequent Election of Deferral, to be effective,
must be filed at least 10 days prior to the beginning of the
Calendar Year for which deferral is sought. Any employee who becomes
an Eligible Employee and elects to participate and commence
deferrals shall file an Election of Deferral and become a
Participant within 30 days following his designation as an Eligible
Employee.
(b) AUTOMATIC ELECTION RENEWAL OF THE PARTICIPANT ANNUAL DEFERRAL. If a
Participant fails to make a timely election to defer pursuant to the
above, the Participant shall be deemed to have made the same
election as is then currently in effect.
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ARTICLE 3
CONTRIBUTIONS TO DEFERRAL ACCOUNTS
3.1 DEFERRAL ELECTION.
(a) Commencing on the Effective Date, and continuing through the date on
which the Participant's employment terminates because of his or her
death, Retirement, Disability, or any other cause, each Participant
shall be entitled to elect to defer into his or her Deferral
Account, by filing with the Plan Administrator an Election of
Deferral prior to the beginning of the Plan Year, a portion of the
Compensation that the Participant would be entitled to receive from
the Corporation during the Plan Year. Such deferrals shall be
accomplished by payroll deduction, where applicable.
(b) In the Election of Deferral, the Participant shall specify the
amount to be deferred, which such specification may be separate for
the Base Salary, bonus, commissions, and may be expressed as a
percentage, where applicable, or as a fixed dollar amount. However,
the total amount of the deferrals made by each Participant in any
Calendar Year shall not exceed fifty percent (50%) of the
Participant's Base Salary and 100% of the Participant's bonus and
commissions. With respect to the Participant Annual Deferral, a
Participant must defer a minimum of $1,500.00 annually. The Plan
Administrator and the Corporation shall disregard any deferral
election to the extent such deferral election does not meet these
percentage limitations.
3.2 CORPORATION MATCHING CONTRIBUTIONS.
The Corporation intends to make matching contributions to the Plan
as it may determine from time to time and may direct that such
matching contributions be allocated among the Deferral Accounts of
the Participants. The amount of the Corporation matching
contribution for 2003 shall be 4% of the amount of Base Salary,
bonus, and/or commissions deferred by the Participant for Calendar
Year 2003. Thereafter, the amount (percent) of Corporation matching
contribution will remain at 4% unless changed by the Board of
Directors.
ARTICLE 4
ACCOUNTS AND ALLOCATION OF FUNDS
4.1. DEFERRAL ACCOUNT ALLOCATIONS.
(a) Compensation which is deferred under Section 3.1 shall be credited
to the Deferral Account on or about the date the Compensation would
otherwise have been paid.
(b) Corporation matching contributions shall be credited to the
Participant's Deferral Account at such time as directed by the Plan
Administrator.
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(c) All amounts paid from a Deferral Account are assumed to be paid on
the first day of the month.
(d) Based on the Deemed Investment Elections (as that term is defined in
Section 4.2 (a) below) of a Participant made under Section 4.2, the
Participant's Deferral Account shall be credited with deemed
investment earnings, gains, losses or changes in value effective at
the end of each calendar quarter during the Plan Year, except as
otherwise provided in this Plan.
(e) The Plan Administrator may, at any time, change the timing or
methods for crediting or debiting earnings, gains, losses, and
changes in value of deemed investment options, deferrals of
Compensation, corporation matching Contributions, and payments of
benefits and withdrawals under this Plan; provided, however, that
the times and methods for crediting or debiting such items in effect
at any particular time shall be uniform among all Participants and
Beneficiaries.
4.2 DEEMED INVESTMENT ELECTION AND DECLARED RATES.
(a) Deemed investment elections may be made from any of the various
deemed investment alternatives selected by a Participant ("Deemed
Investment Elections") from among those made available by the
Corporation from time to time, which are outlined in Exhibit B.
(b) A Participant (or, in the event of the Participant's death, the
Participant's Beneficiary) shall make Deemed Investment Elections
for the Participant's Deferral Account by filing a form
substantially in the form of Exhibit B (or another form acceptable
to the Plan Administrator) with the Plan Administrator. A
Participant may elect to have his or her Deferral Account deemed to
be invested in up to ten (10) deemed investment alternatives,
provided, however, that each deemed investment alternative must be
applied to at least 10% of the total balance in his or her Deferral
Account and must be in a whole percentage amount. Deemed Investment
Elections shall remain in effect until changed and may be changed
not more than once a month, such change to be effective on the 1st
day of the succeeding month.
(c) At the end of each calendar quarter (or such shorter period as the
Plan Administrator may determine), the Corporation shall compute the
total return for the quarter (or such shorter period) as to each
Participant's Deemed Investment Elections.
(d) From time to time, and at its sole discretion, the Corporation may
change the deemed investment alternatives which it makes available
to the Participant. However, notwithstanding the provisions of this
Section 4.2, the Corporation may invest contributions in investments
other than the investments selected by such Participant but the
Participant's return will solely be based on the results of his or
her Deemed Investment Elections.
(e) The Corporation shall be under no obligation to purchase or maintain
any life insurance policy, annuity contract, or any other asset, or
in any manner provide
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funding for its obligations under this Plan. Nothing contained in
this Plan and no action taken pursuant to the provisions of this
Plan shall create or be construed to create a trust of any kind, or
a fiduciary relationship between the Corporation and the
Participant, or his designated beneficiary(ies) or any other person.
(f) If the Corporation chooses to obtain insurance on the life of a
Participant in connection with its obligations under this Plan, the
Participant hereby agrees to take such physical examinations and to
truthfully and completely supply such information as may be required
by the Corporation or the insurance company(ies) designated by the
Corporation. If a Participant submits information to any such
insurance company(ies) and if the Participant makes a material
misrepresentation in an application for any insurance that may be
used to insure any of the Corporation's obligations under this Plan,
and if as a result of that material misrepresentation an insurance
company is not required to pay all or any part of the benefit
provided under that insurance, the Participant's right to a benefit
under this Plan will be reduced by the amount of the benefit that is
not paid by the insurance company because of such material
misrepresentation.
4.3 DETERMINATION OF ACCOUNTS. A Participant's benefit as of each Valuation
Date shall consist of the balance of deferrals of Compensation,
Corporation matching contributions, and deemed investment earnings, gains,
losses, and changes in value in his or her Deferral Account determined in
accordance with this Section.
ARTICLE 5
ENTITLEMENT TO BENEFITS
5.1 VESTING OF BENEFITS. The portion of a Participant's Deferral Account that
is attributable to his or her Participant Annual Deferral and deemed
investment earnings, gains, losses and changes in value credited thereon
shall be immediately fully vested. The portion of the Participant's
Deferral Account that is attributable to Corporation matching
contributions and deemed investment earnings, gains, losses and changes in
value credited thereon, shall vest based on the following table:
Completed Years of Participation Percent Vested
-------------------------------- --------------
Less than 1 0
1 but less than 2 33.3
2 but less than 3 66.6
3 or more 100.0
Notwithstanding the foregoing, but subject to Section 5.6(b), a
Participant, or his or her Beneficiary in the case of a death benefit,
shall become fully vested in the portion of his Deferral Account that is
attributable to Corporation matching contributions and deemed investment
earnings, gains, losses and changes in value credited thereon (if any),
upon his Plan Retirement Date, death, or Disability.
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5.2 RETIREMENT BENEFIT.
(a) From and after the Retirement of the Participant, the Corporation
shall thereafter pay to the Participant his or her Accounts. Such
benefits shall be payable in the manner elected by the Participant
as follows:
1. Lump Sum; or
2. Annual over 15 years; or
3. Lifetime of the Participant with 20 annual payments guaranteed
Such election may be changed by the Participant by giving written
notice to the Corporation not later than one year before Retirement,
or promptly following a Disability. Such payments shall commence on
or about the first day of the first month following the
Participant's Retirement or Disability. The amount of each
installment to be paid during the Calendar Year in which payment
begins shall be equal to one-twelfth (1/12th) of (i) the total
amount payable to the Participant as of his or her Plan Retirement
Date, divided by (ii) the total number of installment payments to be
made. Expected payments under the "Lifetime" option will be based on
life expectancy under the 1980 CSO Mortality Table, but in no event
less than 20 payments.
(b) As of January 1 of each subsequent Calendar Year during the benefit
payment period, the amount of each installment to be paid during
such Calendar Year for elections 2 and 3 above, shall be
recalculated and shall be equal to:
(i) the remaining balance in the Participant's Accounts as of
January 1; divided by
(ii) the number of installment payments to be made in or after such
subsequent Calendar Year.
(c) The final installment payment for elections 2 and 3 above shall be
equal to the remaining amount payable to the Participant. In no
event shall the amount of any installment payment exceed the
remaining amount payable to the Participant.
(d) Notwithstanding the foregoing, the Corporation reserves the right to
distribute a Participant's retirement benefit in one lump sum rather
than in installments if the balance in the Participant's Accounts as
of his Plan Retirement Date and/or as of January 1 of any subsequent
Calendar Year during the benefit payment period, is less than
$25,000.00.
5.3 FIXED PAYMENT DATE BENEFIT FOR IN-SERVICE DISTRIBUTION PRIOR TO
RETIREMENT.
(a) A Participant may select a fixed payment date for the payment of his
or her vested Accounts. Payments made under this election will be
payable in a lump sum. A Participant may extend a fixed payment date
by written notice to the Plan Administrator, provided that the
Participant gives such written notice at least one (1) year prior to
the fixed payment date before such extension. Such fixed payment
dates may not be accelerated.
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(b) Any fixed payment date elected by a Participant as provided under
Section 5.3(a) above must be no earlier than the January 1 of the
third Calendar Year after the Calendar Year in which the election is
made, or in which the Participant gives a written notice of
extension.
5.4 DISABILITY RETIREMENT BENEFIT. The Participant shall be entitled to
receive payments prior to his or her Plan Retirement Date if he or she is
disabled. If the Participant's employment is terminated due to Disability,
the benefit payable hereunder shall be the same amount as would have been
payable as a Retirement Benefit under Section 5.2 above had the
Participant attained his or her Plan Retirement Date on the date of the
Disability. If the total amount of benefits payable is less than
$25,000.00 the Plan Administrator will be required to pay the benefit in a
lump sum rather than in installments.
5.5 DEATH BENEFITS.
(a) DEATH BENEFIT PRIOR TO COMMENCEMENT OF BENEFITS. In the event of the
Participant's death while in the employment of the Corporation or an
Affiliate and prior to commencement of benefit payments, the
Corporation shall pay a death benefit equal to the greater of either:
(i) the Deferral Account as of the date of his or her death, or (ii)
the amount, if any, the Corporation from time to time elects for such
Participant in substantially the form attached hereto as Exhibit D.
The death benefit payable under this Section shall be distributed to
the Participant's Beneficiary in a lump sum on or about the first day
of the fourth month following the Participant's death. The
distribution shall be made in accordance with the last beneficiary
designation received by the Plan Administrator from the Participant
prior to his or her death. If no such designation has been received
by the Corporation, such payments shall be made to the Participant's
surviving legal spouse. If the Participant is not survived by a legal
spouse, or if such spouse shall fail to so appoint, the said payments
shall be made to the then living children of the Participant, if any,
in equal shares. If there are no surviving children, the payments
will be made to the estate of the later to die of the Participant and
his or her legal spouse, if any.
(b) DEATH BENEFITS AFTER COMMENCEMENT OF RETIREMENT BENEFITS. In the
event of the Participant's death after the commencement of benefit
payments, but prior to the completion of such payments due and owing
hereunder, the Corporation shall continue to make such payments in
installments over the remainder of the period specified in Sections
5.2 or 5.3 hereof that would have been applicable to the Participant
had he or she survived. Such continuing payments shall be made to the
Participant's designated Beneficiary in accordance with the last such
designation received by the Corporation from the Participant prior to
his death. If no such designation has been received by the
Corporation, such payments shall be made to the Participant's
surviving legal spouse. If such spouse dies before receiving all
payments to which he or she is entitled hereunder, then the balance
of the Deferral Account shall be paid to the spouse's estate. If the
Participant is not survived by a legal spouse, then the said payments
shall be made to the then living children of the Participant, if any,
in equal shares. If there are no surviving children, the balance of
the Accounts shall be paid to the estate of the Participant.
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5.6 TERMINATION OF BENEFITS.
(a) In the event of the Participant's termination of employment with the
Corporation or an Affiliate for any reason other than for Cause,
Disability, Retirement or death, the Corporation shall pay to the
Participant a termination benefit based on the vested value of the
Participant's Deferral Account. Such termination benefit shall be
payable in a lump sum on or about the first day of the third month
following the date of termination.
(b) In the event the Participant's employment is terminated for Cause,
no benefits of any kind will be due or payable under the terms of
this Plan from amounts credited to the Participant's Deferral
Account attributable to Corporation matching contributions, and any
cumulative earnings, gains, and changes in value thereon, and all
rights of the Participant, his or her designated Beneficiary,
executors, or administrators, or any other person, to receive
payments thereof shall be forfeited. In such event, Participant will
be entitled to receive the value of the Participant's Annual
Deferral(s), any cumulative earnings, gains, and changes in value
thereof. If, after installment payments of benefits under this Plan
have begun, the Plan Administrator determines that Cause existed
before the Participant's Retirement or Disability, such installment
payments shall be reduced by amounts credited to the Participant's
Deferral Account attributable to Corporation matching contributions,
and any cumulative earnings, gains, and changes in value thereon.
5.7 HARDSHIP DISTRIBUTION.
(a) HARDSHIP WITHDRAWAL. In the event that the Plan Administrator, under
written request of a Participant, determines, in its sole
discretion, that a Participant has suffered an unforeseeable
financial emergency, the Corporation shall pay to the Participant,
as soon as practicable following such determination, an amount
necessary to meet the emergency (the "Hardship Withdrawal"), but not
exceeding the vested balance of such Participant's Deferral Account
as of the date of such payment. For purposes of Section 5.7(a), an
"unforeseeable financial emergency" shall mean an event that the
Plan Administrator determines to give rise to an unexpected need for
cash arising from an illness, casualty loss, sudden financial
reversal or other such unforeseeable occurrence. Amounts of Hardship
Withdrawal may not exceed the amount the Plan Administrator
reasonably determines to be necessary to meet such emergency needs
(including taxes incurred by reason of a taxable distribution). The
amount of the deferral benefit otherwise payable under the Plan to
such Participant shall be adjusted to reflect the early payment of
the Hardship Withdrawal.
(b) RULES ADOPTED BY PLAN ADMINISTRATOR. The Plan Administrator shall
have the authority to adopt additional rules relating to Hardship
Withdrawals. In administering these rules, the Plan Administrator
shall act in accordance with the principle that the primary purpose
of this Plan is to provide additional retirement income, not
additional funds for current consumption.
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(c) LIMIT ON NUMBER OF HARDSHIP WITHDRAWALS. No Participant may receive
more than one Hardship Withdrawal in any Calendar Year.
(d) PROHIBITION OF FURTHER DEFERRALS. A Participant who receives a
Hardship Withdrawal and who is still employed by the Corporation or
an Affiliate, shall be prohibited from making deferrals under
Section 3.1 for the remainder of the Calendar Year in which the
Hardship Withdrawal is made.
5.8 EFFECT OF CHANGE IN CONTROL. A Participant shall become fully vested in
the portion of his Deferral Account that is attributable to Corporation
matching contributions and deemed investment earnings, gains, losses and
changes in value credited thereon, if, within one year after the
occurrence of a Change in Control, his employment is involuntarily
terminated by the Corporation or any of its Affiliates for any reason
other than Cause or his death or Disability, or he voluntarily terminates
his employment with the Corporation and any of its Affiliates for Good
Reason. From and after the occurrence of a Change in Control, the Plan
Administrator shall consist of a committee comprised of the individuals
who were members of the Corporation's Board of Directors (or a
subcommittee of such members as determined by the Board of Directors) 90
days before the occurrence of the Change in Control, with any vacancy in
such committee occurring thereafter being filed with a person or persons
selected by the other members of such committee.
5.9 TERMINATION BASED ON CORPORATE PERFORMANCE. If the amount of the
Corporation's net worth, as reported on any of its quarterly filed
financial statements, at any time declines below $ 50,000,000.00, this
Plan shall terminate and each Participant shall receive a termination
benefit as provided for under Section 5.6 (a) above.
5.10 ADVERSE ACTION ON PARTICIPANT OR PLAN.
(a) Notwithstanding any other provision hereof, in the event there is a
determination by the U.S. Internal Revenue Service ("IRS"), or in
the event of a final determination by a court of competent
jurisdiction, that amounts credited to Participants' Deferral
Accounts hereunder are includable in the gross incomes of such
Participants or their respective Beneficiaries, the Plan
Administrator may, in its sole discretion, distribute the entire
amount credited to the Participants' Deferral Accounts to the
Participants or their respective Beneficiaries and cause the
termination of future deferrals of Compensation by the Participants.
(b) In the event that there is a determination by the U.S. Department of
Labor, or a final determination of a court of competent
jurisdiction, that the Plan is subject to Part 2, 3 or 4 of Title I
of ERISA, the Plan Administrator may, in its sole discretion,
distribute the entire amount credited to the Participants' Deferral
Accounts to the Participants or their respective Beneficiaries and
cause the termination of future deferrals of Compensation by the
Participants.
5.11 BENEFITS NOT TRANSFERABLE. No Participant or Beneficiary under this Plan
shall have any power or right to transfer, assign, anticipate, hypothecate
or otherwise encumber all or any part of the amounts payable hereunder. No
part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts,
12
judgments, alimony or separate maintenance owed by a Participant or any
other person, nor be transferable by operation of law in the event of a
Participant's or any other person's bankruptcy or insolvency, or
dissolution of marriage. Any such attempted assignment shall be void.
5.12 NO TRUST CREATED. Nothing contained in this Plan, and no action taken
pursuant to its provisions by any person shall create, or be construed to
create, a trust of any kind, or a fiduciary relationship between the
Corporation and any other person.
5.13 UNCLAIMED BENEFITS. In the case of a benefit payable on behalf of a
Participant, if the Plan Administrator is unable to locate the Participant
or Beneficiary to whom such benefit is payable, such Plan benefit may be
forfeited to the Corporation upon the Plan Administrator's determination.
Notwithstanding the foregoing, if, subsequent to any such forfeiture, the
Participant or Beneficiary to whom such Plan benefit is payable makes a
valid claim for such Plan benefit, such forfeited Plan benefit shall be
paid by the Plan Administrator to the Participant or Beneficiary, without
interest on the Accounts from the date it would have otherwise been paid.
ARTICLE 6
DISTRIBUTION OF BENEFITS
6.1 BENEFITS PAYABLE ONLY FROM GENERAL CORPORATE ASSETS: UNSECURED GENERAL
CREDITOR STATUS OF PARTICIPANT.
(a) Payment to a Participant or any Beneficiary hereunder shall be made
from assets which shall continue, for all purposes, to be part of
the general, unrestricted assets of the Corporation; no person shall
have any interest in any such asset by virtue of any provision of
this Plan. The Corporation'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
Corporation under the provisions hereof, such right shall be no
greater than the right of any unsecured general creditor of the
Corporation; no such person shall have or acquire any legal or
equitable right, interest or claim in or to any property or assets
of the Corporation.
(b) In the event that the Corporation elects to purchase an insurance
policy or policies insuring the life of a Participant, to allow the
Corporation to recover or meet the cost of providing benefits in
whole or in part, hereunder, no Participant or Beneficiary shall
have any rights whatsoever therein or in said policy or the proceeds
therefrom. The Corporation shall be the sole owner and beneficiary
of any such insurance policy or property and shall possess and may
exercise all incidents of ownership therein.
6.2 NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed to
be a contract of employment for any term of years, or as conferring upon
the Participant the right to continue to be employed by the Corporation in
his or her present capacity or in any capacity. It is expressly understood
that this Plan relates only to the payment of deferred Compensation for
the Participant's services.
13
6.3 FACILITY OF PAYMENT. If a distribution is to be made to a minor, or to a
person who is otherwise incompetent, then the Plan Administrator may, in
its discretion, make such distribution (i) to the legal guardian, or if
none, to a parent of a minor payee with whom the payee maintains his or
her residence, or (ii) to the conservator or committee or, if none, to the
person having custody of an incompetent payee. Any such distribution shall
fully discharge the Plan Administrator, the Corporation and Plan from
further liability on account thereof.
6.4 WITHHOLDING. Any and all payments to be made to a Participant or a
Participant's Beneficiaries pursuant to this Plan shall be subject to all
federal, state and local income and employment taxes and such taxes may be
withheld accordingly by the Corporation from benefits under this Plan or
from Base Salary, bonuses or other amounts due to the Participant, as
determined by the Plan Administrator.
ARTICLE 7
BENEFICIARIES; PARTICIPANT DATA
7.1 BENEFICIARY DESIGNATION. The Participant shall have the right, at any
time, to submit 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 the event of his or her death prior to
complete distribution of the benefits payable hereunder. Each beneficiary
designation shall become effective only when receipt thereof is
acknowledged in writing by the Corporation. The Corporation shall have the
right, in its sole discretion, to reject any beneficiary designation which
is not in substantially the form attached hereto as Exhibit C. Any attempt
to designate a Beneficiary, otherwise than as provided in this Section
7.1, shall be ineffective.
7.2 SPOUSE'S INTEREST. A Participant's beneficiary designation shall be deemed
automatically revoked if the Participant names a spouse as Beneficiary and
the marriage is later dissolved or the spouse dies. Without limiting the
generality of the foregoing, the interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant or whose
marriage with the Participant has been dissolved shall automatically pass
to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouse's will, nor shall such
interest pass under the laws of intestate succession.
ARTICLE 8
PLAN ADMINISTRATION
8.1 RESPONSIBILITY OF ADMINISTRATION OF THE PLAN.
(a) The Plan Administrator shall be responsible for the management,
operation and administration of the Plan. The Plan Administrator may
employ others to render advice with regard to its responsibilities
under this Plan. It may also allocate its responsibilities to others
and may exercise any other powers necessary for the discharge of its
duties. The Plan Administrator shall be entitled to rely
conclusively upon all tables, valuations, certifications, opinions
and reports
14
furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Plan Administrator with respect to
the Plan.
(b) The primary responsibility of the Plan Administrator is to
administer the Plan for the benefit of the Participants and their
respective Beneficiaries, subject to the specific terms of the Plan.
The Plan Administrator shall administer the Plan in accordance with
its terms and shall have the power to determine all questions
arising in connection with the administration, interpretation, and
application of the Plan. Any such determination shall be conclusive
and binding upon all persons and their heirs, executors,
beneficiaries, successors and assigns. The Plan Administrator shall
have all powers necessary or appropriate to accomplish its duties
under the Plan. The Plan Administrator shall also have the
discretion and authority to make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this
Plan and decide or resolve any and all questions, including but not
limited to, interpretations of this Plan and entitlement to or
amount of benefits under this Plan, as may arise in connection with
the Plan.
8.2 CLAIMS PROCEDURE.
(a) 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 its then
principal place of business. Notwithstanding anything to the
contrary, pending a determination under this Section 8.2, the
undisputed portion of a benefit due to Claimant shall be timely
distributed pursuant to the terms of the Plan.
(b) CLAIM DECISION. Upon receipt of a claim, the Plan Administrator
shall advise the Claimant that a reply will be forthcoming within 45
days. The Plan Administrator may, however, extend the reply period
for an additional 30 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 to the extent applicable:
(i) The specific reasons for such denial;
(ii) Specific reference to pertinent provisions of this Plan on
which such denial is based;
(iii) 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;
(iv) Appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and
(v) The time limits for requesting a review under subsection (c)
hereof.
(c) REQUEST FOR REVIEW. Within 60 days after receipt by the Claimant of
the written opinion described above, the Claimant may request in
writing that the Corporation
15
through its Board of Directors review the Plan Administrator's
determination. Such request must be addressed to the Plan
Administrator of the Corporation at its then principal place of
business. The Claimant or his or her duly authorized representative
may, but need not, review the pertinent documents and submit issues
and comments in writing for consideration by the Corporation. If the
Claimant does not request a review of the determination within such
60 day period, he or she shall be barred and estopped from
challenging the determination.
(d) REVIEW OF DECISION. Within 30 days after the Corporation's receipt
of a request for review by a Claimant pursuant to 8.2 (c) above, the
Corporation will review the Plan Administrator's determination.
After considering all materials presented by the Claimant, the
Corporation, through its Board of Directors, 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 30 day time period be extended, the Corporation
will so notify the Claimant and will render the decision as soon as
possible, but in no event later than 60 days after receipt of the
request for review.
8.3 ARBITRATION. Any claim or controversy between the parties which the
parties are unable to resolve themselves, and which is not resolved
through the claims procedure set forth in Section 8.2, including any claim
arising out of, connected with, or related to the interpretation,
performance or breach of any provision of this Plan, and any claim or
dispute as to whether a claim is subject to arbitration, shall be
submitted to and resolved exclusively by expedited arbitration by a single
arbitrator in accordance with the following procedures:
(a) In the event of a claim or controversy subject to this arbitration
provision, the complaining party shall promptly send written notice
to the other party identifying the matter in dispute and the
proposed remedy. Following such notice, the parties shall meet and
attempt in good faith to resolve the matter. In the event the
parties are unable to resolve the matter within 21 days, the parties
shall meet and attempt in good faith to select a single arbitrator
acceptable to both parties. If a single arbitrator is not selected
by mutual consent within 10 business days following the expiration
of the 21 day period, an arbitrator shall be selected from a list of
nine persons each of whom shall be an attorney who is either engaged
in the active practice of law or a recognized arbitrator and who, in
either event, is experienced in serving as an arbitrator in disputes
between employers and employees, which list shall be provided by the
office of the American Arbitration Association ("AAA") or of the
Federal Mediation and Conciliation Service. If, within three
business days of the parties' receipt of such list, the parties are
unable to agree upon an arbitrator from the list, then the parties
shall each strike names alternatively from the list, with the first
to strike being determined by the flip of a coin. After each party
has had four strikes, the remaining name on the list shall be the
arbitrator. If such person is unable to serve for any reason, the
parties shall repeat this process until an arbitrator is selected.
(b) Unless the parties agree otherwise, within 60 days of the selection
of the arbitrator, a hearing shall be conducted before such
arbitrator at a time and a place
16
agreed upon by the parties. In the event the parties are unable to
agree upon the time or place of the arbitration, the time and place
shall be designated by the arbitrator after consultation with the
parties. Within 30 days of the conclusion of the arbitration
hearing, the arbitrator shall issue an award, accompanied by a
written decision explaining the basis for the arbitrator's award.
The arbitrator's award may not include a provision for punitive
damages.
(c) In any arbitration hereunder, the Corporation shall pay all
administrative fees of the arbitration, all fees of the arbitrator
and each party's reasonable attorneys' fees, costs, and expenses.
The arbitrator shall have no authority to add to or to modify the
Plan, shall apply all applicable law, and shall have no lesser and
no greater remedial authority than would a court of law resolving
the same claim or controversy. The arbitrator shall, upon an
appropriate motion, dismiss any claim without an evidentiary hearing
if the party bringing the motion establishes that it would be
entitled to summary judgment if the matter had been pursued in court
litigation. The parties shall be entitled to reasonable discovery
subject to the discretion of the arbitrator.
(d) The decision of the arbitrator shall be final, binding, and
non-appealable, and may be enforced as a final judgment in any court
of competent jurisdiction.
(e) This Section 8.3 shall extend to claims against any parent,
subsidiary, or Affiliate of each party, and, when acting within such
capacity, any officer, director, shareholder, Participant,
Beneficiary, or agent of each party, or of any of the above, and
shall apply as well to claims arising out of state and federal
statutes and local ordinances as well as to claims arising under the
common law or under this Plan.
(f) Notwithstanding the foregoing, and unless otherwise agreed between
the parties, either party may, in an appropriate manner, apply to a
court for provisional relief, including a temporary restraining
order or preliminary injunction, on the ground that the arbitration
award to which the applicant may be entitled may be rendered
ineffectual without provisional relief.
(g) Any arbitration hereunder shall be conducted in accordance with the
employee benefit plan claims rules and procedures of the AAA then in
effect; provided, however, that, (i) all evidence presented to the
arbitrator shall be in strict conformity with the legal rules of
evidence, and (ii) in the event of any inconsistency between the
employee benefit plan claims rules and procedures of the AAA and the
terms of this Plan, the terms of this Plan shall prevail.
(h) If any of the provisions of this Section 8.3 are determined to be
unlawful or otherwise unenforceable, in whole or in part, such
determination shall not affect the validity of the remainder of this
Section 8.3, and this Section 8.3 shall be reformed to the extent
necessary to carry out its provisions to the greatest extent
possible and to insure that the resolution of all conflicts between
the parties, including those arising out of statutory claims, shall
be resolved by neutral, binding arbitration. If a court should find
that the provisions of this Section 8.3 are not absolutely binding,
then the parties intend any arbitration decision and
17
award to be fully admissible in evidence in any subsequent action,
given great weight by any finder of fact, and treated as
determinative to the maximum extent permitted by law.
8.4 NOTICE. Any notice, consent or demand required or permitted to be given
under the provisions of this Plan shall be in writing and shall be signed
by the party giving or making the same. If such notice, consent or demand
is mailed, it shall be sent by United States certified mail, postage
prepaid, return receipt requested, addressed to the addressee's last known
address as shown on the records of the Corporation. The date of receipt,
or the date of refusal by addressee upon presentation, shall be deemed the
date of such notice, consent or demand. Any person may change the address
to which notice is to be sent by giving written notice of the change of
address in the manner aforesaid.
ARTICLE 9
AMENDMENT OR TERMINATION
9.1 AMENDMENT OR TERMINATION.
(a) This Plan may be amended or terminated by the Corporation at any
time, without notice to or consent of any person, pursuant to
resolutions adopted by its Board of Directors. Any such amendment or
termination shall take effect as of the date specified therein and,
to the extent permitted by law. However, no such amendment or
termination shall reduce:
(i) the amount then credited to a Participant's Deferral Account,
or
(ii) a Participant's vested percentage under Section 5.1.
If the Plan is terminated, benefits will be distributed in one lump
sum.
(b) Any other provision of this Plan to the contrary notwithstanding,
the Plan may be amended by the Corporation at any time, to the
extent that, in the opinion of the Corporation, such amendment shall
be necessary in order to ensure that the Plan will be characterized
as a plan maintained for a select group of management or highly
compensated employees, as described in sections 201(2), 301(a)(3)
and 401(a)(1) of ERISA, or to conform the Plan to the requirements
of any applicable law, including ERISA and the Code. No such
amendment shall be considered prejudicial to any interest of a
Participant or Beneficiary hereunder.
ARTICLE 10
MISCELLANEOUS
10.1 ENTIRE AGREEMENT. The Plan and the executed Election Forms, Deemed
Investment Election Form, and Beneficiary Designation Form, and other
administrative forms shall constitute the total understanding between the
Corporation and the Participant. No oral statement regarding the Plan may
be relied upon by the Participant. In the event that there is a
discrepancy between forms, this Plan will control.
18
10.2 INVALIDITY OF PROVISIONS. If any provision of this Plan shall, for any
reason, be held to be invalid or unenforceable, the remaining provisions
shall nevertheless be carried into effect.
10.3 GOVERNING LAW. The Plan and the rights and obligations of all persons
hereunder shall be governed by and construed in accordance with the laws
of the State of Illinois, other than its laws regarding choice of law, to
the extent that such state law is not preempted by federal law.
IN WITNESS WHEREOF, the Corporation has executed this Plan as of the day
and year above first written.
ATTEST: PCTEL, INC.
By: /s/Martin H. Singer
-------------------------------------
/s/ John W. Schoen, Secretary Title: Chief Executive Officer
- ------------------
19
PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
PARTICIPATION AGREEMENT
ELECTION FORM
EXHIBIT A
THIS PARTICIPATION AGREEMENT is entered into this ____day of ___________,
20___ between PCTEL, INC., hereinafter referred to as the "Corporation", and
_______________________, hereinafter referred to as the "Participant".
PART I. ELECTION TO DEFER
(Please check all that apply)
I understand and acknowledge that this Election of Deferral will be
effective for the following Plan Year. If I wish to change my deferral election
in subsequent Plan Year(s), I realize that I must deliver a new Election Form to
the Plan Administrator of the Corporation at least 10 days prior to the
beginning of the Plan Year for which the deferral is sought. If I fail to timely
make an election, I shall be deemed to have made the same election as is then
currently in effect.
| | I WILL participate in the Corporation's Executive Deferred Compensation
Plan for the forthcoming Plan Year and duly authorize the Corporation to
make the appropriate deductions from my paycheck.
| | I hereby elect to defer receipt of Base Salary, bonus and/or commissions
for the forthcoming Plan Year as set forth below:
| | ____% or $________ of my Base Salary to be withdrawn from my salary in
equal amounts during the Plan Year (but not to exceed 50% of my Base
Salary).
| | ____% or $________ of my bonus and commissions which would have otherwise
been paid during the Plan Year, to be withdrawn as applicable during the
year.
OR;
| | I will NOT participate in the Corporation's Executive Deferred
Compensation Plan for the forthcoming Plan Year.
NOTE: THIS ELECTION IS IRREVOCABLE FOR THE FORTHCOMING PLAN YEAR.
PART II. DISTRIBUTION OF BENEFITS ELECTION (ARTICLE 5 OF THE PLAN):
Please select A (and the choices under A) or B.
| | A. RETIREMENT BENEFITS. I hereby elect to have my Retirement or
Disability benefits distributed to me in the following manner:
Distribution to be paid (check one):
| | Lump Sum
| | Annually over 15 years
| | Lifetime of the Participant with 20 annual payments guaranteed
NOTE: THIS ELECTION MAY BE CHANGED BY THE PARTICIPANT BY GIVING WRITTEN
NOTICE TO THE CORPORATION NOT LATER THAN ONE YEAR BEFORE RETIREMENT, OR
PROMPTLY FOLLOWING A DISABILITY. BY THE TERMS OF THE PLAN, THE RETIREMENT
AGE IS AGE 55 OR LATER.
| | B. FIXED PAYMENT DATE BENEFITS. This Section applies if you wish to
elect an in-service distribution prior to retirement age. All
distributions under this section are made in a lump sum. I hereby
elect to have my fixed payment date benefits distributed to me at
the following date:
Date for fixed payments to commence
(This date may be no earlier than the January 1 of the third
Calendar Year after the Calendar Year in which this election is
made.
NOTE: THIS ELECTION MAY BE CHANGED TO EXTEND THE FIXED PAYMENT DATE TO A
LATER DATE SO LONG AS (A) THE ELECTION TO SO EXTEND THE DATE IS AT LEAST
ONE YEAR BEFORE THE ORIGINAL DATE, AND (B) THE EXTENDED DATE IS NO EARLIER
THAN JANUARY 1 OF THE THIRD CALENDAR YEAR AFTER ISSUING THE ELECTION TO
EXTEND. SUCH DATES MAY NOT BE ACCELERATED.
PCTEL, INC. PARTICIPANT
- ------------------------------ ---------------------------------
Signature
2
PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
---DEEMED INVESTMENT ELECTIONS---
EXHIBIT B
THIS ELECTION is submitted by ____________________ ("Participant") to
PCTEL, Inc. this _____ day of ________, 20___.
DEEMED INVESTMENT ELECTIONS:
I elect to have my Deferral Account credited with a rate of return based on the
following Deemed Investment Elections. These Deemed Investment Elections shall
supersede any prior elections which I have made and shall continue until such
time as I make a new Deemed Investment Election in accordance with the terms of
the Plan. I acknowledge that Deemed Investment Elections may be changed by a
Participant not more than once a month and each investment option must have at
least a 10% allocation of the Participant's deferral. (I further acknowledge
that materials and a prospectus have been made available to me containing
detailed explanations of Deemed Investment options.)
DEEMED INVESTMENT OPTIONS % DEEMED INVESTMENT OPTIONS %
------------------------- - ------------------------- -
Money Market Fidelity VIP Mid Cap SC2
Mortgage Securities Index 400 Mid-Cap
Bond Small Company Value
Global Bond Capital Appreciation
Asset Allocation Janus Aspen International Growth
Fund CL2
Real Estate Securities International Stock
Macro Cap Value Small Company Growth
Fidelity VIP Equity-Income SC2 Franklin Small Cap Fund CL2
Value Stock Micro Cap Growth
Templeton Asset Strategy Fund CL2 Janus Aspen Cap Appreciation -
Srv Sh
Index 500 CSWP Global Post Venture Cap
Fidelity VIP Contrafund SC2 Templeton Developing Markets Fund
CL2
Growth Guaranteed Principal Account
PARTICIPANT
-------------------------
Signature
PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
DESIGNATION OF BENEFICIARY
EXHIBIT C
TO: PCTEL, INC. (hereinafter referred to as the "Corporation"),
In accordance with the rights granted to me as a Participant in the PCTEL, Inc.
Executive Deferred Compensation Plan, I hereby designate the following as
primary and 1st contingent Beneficiary(ies) thereunder to receive payments in
the event of my death:
PRIMARY Beneficiary:_____________________
Relationship:_________________
1ST CONTINGENT Beneficiary:______________
Relationship:_________________
I further reserve the privilege of changing the Beneficiary(ies) herein named at
any time or times without the consent of any such Beneficiary(ies).
This designation is made upon the following terms and conditions:
1. The word "Beneficiary" as used herein shall include the plural,
Beneficiaries, wherever the Plan permits.
2. For purposes of this Beneficiary Designation, no person shall be deemed to
have survived the Participant if that person dies within thirty (30) days of the
Participant's death.
3. Beneficiary shall mean the Primary Beneficiary if such Primary Beneficiary
survives the Participant by at least thirty (30) days, and shall mean the 1st
Contingent Beneficiary if the Primary Beneficiary does not survive the
Participant by at least thirty (30) days.
4. If the Primary Beneficiary shall be deceased on any annual payment date
provided in said Plan, any and all remaining annual payments shall be payable to
the 1st Contingent Beneficiary unless the executors or administrators of said
deceased Beneficiary are named as Primary Beneficiary hereinabove.
5. If more than one Beneficiary is named within the same class (i.e., Primary or
1st Contingent), then annual payments shall be made equally to such
Beneficiaries unless otherwise provided hereinabove. If any such Beneficiary
dies while receiving annual payments under said Agreement, any and all remaining
payments shall continue to be made to the surviving Beneficiaries of such class
and to the legal heirs of the deceased Beneficiary, which legal heirs shall
receive the amount which was being received by said deceased Beneficiary. If all
of the Beneficiaries of a class shall die, any and all remaining payments shall
be made to the next class of Beneficiaries, as provided under Paragraph 4 above.
6. If none of the Beneficiaries named hereinabove are living on any said annual
payment date, any and all remaining payments shall be made to my executors or
administrators, or upon their written request, to any person or persons so
designated by them.
7. If any such annual payments shall be payable to any trust, the Corporation
shall not be liable to see to the application by the Trustee of any payment
hereunder at any time, and may rely upon the sole signature of the Trustee to
any receipt, release or waiver, or to any transfer or other instrument to
whomsoever made purporting to affect this nomination or any right hereunder.
8. A Participant's Beneficiary designation shall be deemed automatically revoked
if the Participant names a spouse as Beneficiary and the marriage is later
dissolved or the spouse dies. Without limiting the
generality of the foregoing, the interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant or whose marriage with the
Participant has been dissolved shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse's will, nor shall such interest pass under the laws of
intestate succession.
THIS DESIGNATION CANCELS AND SUPERSEDES ANY DESIGNATION OF BENEFICIARY
HERETOFORE MADE BY ME WITH RESPECT TO SAID PLAN AND THE RIGHT TO RECEIVE
PAYMENTS THEREUNDER.
Dated: __________________________ Participant/Executive: ______________
I am the spouse of the Participant/Executive named above. I have read and
understood the foregoing Designation of Beneficiary, and especially paragraph 8
thereof. I understand that the Plan does not permit the assignment of the
Participant/Executive's benefits to me in the event of the dissolution of my
marriage. I also understand that, even if I am named as a Beneficiary, my rights
may be impaired in the event of the dissolution of my marriage or my death
before the Participant/Executive.
Dated: _____________________ _____________________________________
Spouse
Acknowledgment of receipt this _____ day of ______________, 20__
By:____________________________
2
PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
DEATH BENEFIT
EXHIBIT D
Section 5.5(a) of the PCTEL, Inc. Executive Deferred Compensation Plan
provides that the death benefit attributable to a Participant's Deferral Account
shall equal the Participant's Deferral Account or the amount stated in this
Exhibit D, whichever is greater.
The death benefit for_________________________________________
(name of Participant)
is $________________.
This Exhibit D supersedes and replaces all prior Exhibit's D executed by
PCTEL, Inc. with respect to the above named Participant.
Dated this __________ day of __________________________, 20______.
PCTEL, Inc.
By:_____________________
Its:____________________
DEEMED INVESTMENT OPTION CHANGE FORM
FOR THE
PCTEL, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
FOR THE PERIOD BEGINNING ______________________
_____________________________ __________________________________
Participant's Name Social Security Number
I hereby request that my existing account balances and future contributions be
allocated as follows: (Minimum allocation is 10% - total must equal 100%). If no
change is desired in your current account, do NOT complete Column A.
Complete both, Columns A and B, if you want your existing balances and future
contributions changed.
COLUMN A COLUMN B
-------- --------
Change Existing Future Payroll Account
Balances Contributions Only
DEEMED INVESTMENT OPTIONS
Guaranteed Principal Account __________% __________%
Money Market __________% __________%
Mortgage Securities __________% __________%
Bond __________% __________%
Global Bond __________% __________%
Asset Allocation __________% __________%
Real Estate Securities __________% __________%
Macro Cap Value __________% __________%
Fidelity VIP Equity-Income SC2 __________% __________%
Value Stock __________% __________%
Templeton Asset Strategy Fund CL2 __________% __________%
Index 500 __________% __________%
Fidelity VIP Contrafund SC2 __________% __________%
Growth __________% __________%
Fidelity VIP Mid Cap SC2 __________% __________%
Index 400 Mid-Cap __________% __________%
Small Company Value __________% __________%
Capital Appreciation __________% __________%
Janus Aspen International Growth
Fund CL2 __________% __________%
International Stock __________% __________%
Small Company Growth __________% __________%
Franklin Small Cap Fund CL2 __________% __________%
Micro Cap Growth __________% __________%
Janus Aspen Cap Appreciation - Srv Sh __________% __________%
CSWP Global Post Venture Cap __________% __________%
Templeton Developing Markets Fund CL2 __________% __________%
TOTAL MUST EQUAL 100% FOR EACH COLUMN
USED 100% 100%
IMPORTANT: The Participant acknowledges that he/she has received information
regarding each of the above Deemed Investment Options, including a copy of the
prospectus. The Participant further acknowledges that the Plan Administrator has
discretion as to whether his/her deferrals are actually invested in the funds
selected above; the Corporation is not obligated to acquire or hold any of the
investments selected above.
AGREED AND ACCEPTED BY THE PARTICIPANT
- ---------------------------------------------- -------------------
Signature of Participant Date
AGREED AND ACCEPTED BY THE CORPORATION
- ---------------------------------------------- -------------------
Signature of Corporation Officer Date
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