Exhibit 10.39
PCTEL, INC.
BOARD OF DIRECTORS
DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF JANUARY 1, 2004
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TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS ...................................... 1
ARTICLE 2 ELIGIBILITY AND PARTICIPATION .................... 4
ARTICLE 3 CONTRIBUTIONS TO DEFERRAL ACCOUNTS ............... 5
ARTICLE 4 ACCOUNTS AND ALLOCATION OF FUNDS ................. 5
ARTICLE 5 ENTITLEMENT TO BENEFITS .......................... 7
ARTICLE 6 DISTRIBUTION OF BENEFITS ......................... 11
ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA .................. 11
ARTICLE 8 PLAN ADMINISTRATION .............................. 12
ARTICLE 9 AMENDMENT OR TERMINATION ......................... 15
ARTICLE 10 MISCELLANEOUS .................................... 16
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EXHIBIT A PARTICIPANT ENROLLMENT AND ELECTION FORM
EXHIBIT B DEEMED INVESTMENT ELECTIONS
EXHIBIT C DESIGNATION OF BENEFICIARY
EXHIBIT D DEATH BENEFIT
EXHIBIT E DEEMED INVESTMENT OPTION CHANGE FORM
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PCTEL, INC.
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
THIS PLAN is adopted as of the __ day of _________, 200_, by PCTEL,
Inc., a Delaware corporation (the "Corporation"), as follows:
RECITALS
WHEREAS, the Corporation wishes to establish the PCTEL, Inc. "Board of
Directors Deferred Compensation Plan" (the "Plan") to provide additional
retirement benefits and income tax deferral opportunities for its non-employee
members of the Board of Directors; 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 Board of
Directors 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. ACCOUNT. A Participant's Deferral Account.
1.2. 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.
1.3. BOARD MEMBER. Any member of the Board of Directors of the Corporation.
1.4. CALENDAR YEAR. January 1 to December 31.
1.5. 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 having a material value to
the Corporation; (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); (iii) the Participant's conviction of or entering a plea
of guilty or nolo contendere to any crime constituting a felony or any
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misdemeanor involving fraud, dishonesty or moral turpitude (excluding
acts involving a de minimis dollar value and not related to the
Corporation); (iv) the Participant's breach, neglect, refusal, or
failure to materially discharge the Participant's duties (other than
due to physical or mental illness); (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.
1.6. 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 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
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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.
1.7. CODE. The Internal Revenue Code of 1986, as amended from time to time.
1.8. COMPENSATION. The amount(s) to which a Participant is entitled during a
Calendar Year.
1.9. DEFERRAL ACCOUNT. The account maintained on the books by the Plan
Administrator for the Participant including (i) the Participant Annual
Deferral and (ii) 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.
1.10. DEFERRAL PERIOD. The period after which payment of the Deferral Account
is to be made or begun to be made.
1.11. DISABILITY. Disability shall mean the total and permanent incapacity of
the Participant, due to physical impairment or legally established
mental incompetence, to perform the usual duties of his service as a
Board Member with the Corporation.
1.12. EFFECTIVE DATE. January 1, 2004.
1.13. 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, and referred herein as the "ELECTION
FORM," specifying the amount (if any) of Compensation to be deferred.
1.14. ERISA. The Employee Retirement Income Security Act of 1974, as amended
from time to time.
1.15. GOOD REASON means the reduction by the Corporation, on or after the
occurrence of a Change in Control, of the Participant's Compensation,
except in the context of a general reduction for all Board Members of
up to ten per cent (10%).
1.16. PARTICIPANT. Any member of the Board of Directors who has completed and
submitted an Election Form, substantially in the form of Exhibit A
attached hereto.
1.17. PARTICIPANT ANNUAL DEFERRAL. The portion of a Participant's
Compensation, which he or she elects to defer for the Calendar Year in
question.
1.18. PLAN. This Plan, together with any and all amendments or supplements
thereto.
1.19 PLAN ADMINISTRATOR. A duly authorized officer of the Corporation
designated by the Board of Directors.
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1.20 PLAN RETIREMENT DATE. The date selected by a Participant, however, no
earlier than the date he or she attains 55 years of age.
1.21 PLAN YEAR. The Calendar Year.
1.22 RETIREMENT. The termination of a Participant's service on the Board of
Directors of the Corporation on or after the Participant has reached
his or her Plan Retirement Date.
1.23 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.
1.24 YEAR OF PARTICIPATION. Twelve months of continuous service on the Board
of Directors of the Corporation measured from the Participant's date of
entry into this Plan.
ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY.
(a) A Board Member shall become a Participant in the Plan following
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 December 15, 2003 for any
Board Member wishing to become a Participant. The Plan
Administrator shall be notified by the Corporation as new
Participants participate in the Plan.
(b) Once a Board Member becomes a Participant, he or she shall remain
a Participant until his or her termination of service on the
Board of Directors of Corporation, 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 that 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
newly elected Board Member who chooses to participate and
commence deferrals shall file an Election of Deferral within 30
days following his/her election to the Board.
(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 service as a Board Member 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.
(b) In the Election of Deferral, the Participant shall specify the
amount to be deferred, that may be expressed as a percentage,
where applicable, or as a fixed dollar amount.
ARTICLE 4
ACCOUNTS AND ALLOCATION OF FUNDS
4.1. DEFERRAL ACCOUNT ALLOCATIONS.
(a) Compensation that 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) All amounts paid from a Deferral Account are assumed to be paid
on the first day of the month.
(c) 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.
(d) 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, 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.
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(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, by completing a Deemed Investment Option Change
Form, a copy of which is attached as Exhibit E.
(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 that 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 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 and
deemed investment earnings, gains, losses, and changes in value in his
or her Deferral Account determined in accordance with this Section.
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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.
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.
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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 Account. 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.
(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 service as a Board Member 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 service as a Board Member of
the Corporation 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
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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.
5.6 TERMINATION OF BENEFITS.
(a) In the event of the Participant's termination of service as a
Board Member with the Corporation 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 service as a Board Member is
terminated for Cause, Participant will be entitled to receive the
value of the Participant's Annual Deferral(s), any cumulative
earnings, gains, and changes in value thereof.
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.
(c) LIMIT ON NUMBER OF HARDSHIP WITHDRAWALS. No Participant may
receive more than one Hardship Withdrawal in any Calendar Year.
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(d) PROHIBITION OF FURTHER DEFERRALS. A Participant who receives a
Hardship Withdrawal and who is still a member of the Board of
Directors of the Corporation, 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 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.
5.9 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
Account hereunder are includable in the gross income of such
Participants or their respective Beneficiaries, the Plan
Administrator may, in its sole discretion, distribute the entire
amount credited to the Participants Deferral Account to the
Participant or their respective Beneficiaries and cause the
termination of future deferrals of Compensation by the
Participant.
(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.
5.10 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, 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.
5.11 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.
5.12 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.
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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 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 applicable federal, state and local income taxes, if any, and such
taxes may be withheld, accordingly, by the Corporation, from benefits
under this Plan or from Compensation 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
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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 that 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 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
12
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 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;
(i) 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;
(ii) Appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review, and
(iii) 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, through its Chief Executive
Officer, 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 Chief Executive Officer,
will render a written opinion 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
13
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 who is experienced in serving
as an arbitrator in such disputes, 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 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 officer,
director, shareholder, Participant, Beneficiary, or agent of
each party, or of any of the above, and shall
14
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 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 board member 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 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 the amount then credited to a
Participant's
15
Deferral Account. 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.
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: ____________________________
____________________, Secretary Title: Chief Executive Officer
16
PCTEL, INC.
BOARD OF DIRECTORS 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 Board of Directors Deferred
Compensation Plan for the forthcoming Plan Year and duly authorize the
Corporation to make the appropriate withdrawals from my Compensation.
I hereby elect to defer receipt of board fees and committee fees for
the forthcoming Plan Year as set forth below:
[ ] ____% or $________ of my board fees to be withdrawn from my
Compensation for each board meeting during the Plan Year.
[ ] ____% or $________ of my Committee Fees to be withdrawn from my
Compensation for each Committee Fee during the Plan Year.
OR;
[ ] I will NOT participate in the Corporation's Board of Directors 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.
BOARD OF DIRECTORS 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 that 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.)
<Table>
<Caption>
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
</Table>
PARTICIPANT
___________________________________
Signature
PCTEL, INC.
BOARD OF DIRECTORS 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.
Board of Directors 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 that
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/Board Member: ____________________
I am the spouse of the Participant/Board Member 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/Board Member'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/Board Member.
Dated: _____________________ _____________________________________
Spouse
Acknowledgment of receipt this __day of ___________, 20__ By:_________________
2
PCTEL, INC.
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
DEATH BENEFIT
EXHIBIT D
Section 5.5(a) of the PCTEL, Inc. Board of Directors 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.
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN
EXHIBIT E
____________________________ _____________________________
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.
<Table>
<Caption>
COLUMN A COLUMN B
-------- --------
Change Existing Future Payroll
Account Balances Contributions Only
DEEMED INVESTMENT OPTIONS
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%
</Table>
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
2