exv10w1






EXHIBIT 10.1




ADOPTION AGREEMENT




	 	 	 	 	 	 	 
	1.01	 	PREAMBLE
	 
	 	 	 	 	 	 
	 	 	By the execution of this Adoption Agreement the Plan Sponsor
hereby [complete (a) or (b)]
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	þ
	 	adopts a new plan as of July 1, 2008 [month, day, year]
	 
	 	 	 	 	 	 
	 

	 	(b)
	 	o
	 	amends and restates its existing
plan as of                     
[month, day, year] which is the Amendment Restatement Date. Except as otherwise
provided in Appendix A, all amounts deferred under the Plan prior to the Amendment
Restatement Date shall be governed by the terms of the Plan as in effect on the day
before the Amendment Restatement Date.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Original Effective Date:                      [month, day, year]
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Pre-409A Grandfathering: o Yes o No
	 
	 	 	 	 	 	 
	1.02	 	PLAN
	 
	 	 	 	 	 	 
	 	 	Plan Name:	 	Juniper Networks, Inc. Deferred Compensation Plan
	 
	 	 	 	 	 	 
	 	 	Plan Year:	 	January 1 — December 31, initial Plan Year is July 1, 2008 — December 31, 2008
	 
	 	 	 	 	 	 
	1.03	 	PLAN SPONSOR
	 
	 	 	 	 	 	 
	 	 	Name:	 	Juniper Networks, Inc.
	 	 	Address:	 	1194 North Mathilda Ave., Sunnyvale, CA 94089
	 	 	Phone # :	 	(408) 745-2000
	 	 	EIN:	 	77-0422528
	 	 	Fiscal Yr:	 	December 31
	 
	 	 	 	 	 	 
	 	 	Is stock of the Plan Sponsor, any Employer or any Related Employer publicly traded on an
established securities market?
	 
	 	 	 	 	 	 
	 	 	þ Yes       o No






- 1 -









 






	1.04	 	EMPLOYER
	 
	 	 	The following entities have been authorized by the Plan Sponsor to participate in and have
adopted the Plan (insert “Not Applicable” if none have been authorized):





	 	 	 	 	 
	Entity	 	Publicly Traded on Est. Securities Market
	 	 	Yes	 	No
	 
	 	 	 	 
	Juniper Networks (US) Inc.

	 	þ
	 	o
	 

	 	o
	 	o
	 

	 	o
	 	o
	 

	 	o
	 	o
	 

	 	o
	 	o
	 

	 	o
	 	o







	1.05	 	ADMINISTRATOR
	 
	 	 	The Plan Sponsor has designated the following party or parties to be responsible for the
administration of the Plan:
	 
	 	 	Name: Investment Committee
	 
	 	 	Address: 1194 North Mathilda Ave., Sunnyvale, CA 94089






			
	          Note:	 	The Administrator is the person or persons designated by the Plan Sponsor to
be responsible for the administration of the Plan. Neither Fidelity Employer Services
Company nor any other Fidelity affiliate can be the Administrator.





- 2 -









 





	 	 	 	 	 	 	 	 	 
	2.01	 	PARTICIPATION
	 
	 	 	 	 	 	 	 	 
	 	 	(a)	 	þ	 	Employees [complete (i), (ii) or (iii)]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	o
	 	Eligible Employees are selected by the Employer.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	þ
	 	Eligible Employees are those employees of the Employer who satisfy the following criteria:
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Senior Director level (including the equivalent level) and above as
selected by the Employer 

	 

	 	 	 	 	 	 	 	
 

	 

	 	 	 	 	 	 	 	
 

	 

	 	 	 	 	 	 	 	
 

	 

	 	 	 	 	 	 	 	
 

	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	o
	 	Employees are not eligible to participate.
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	þ	 	Directors [complete (i), (ii) or (iii)]
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(i)
	 	o
	 	All Directors are eligible to participate.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(ii)
	 	o
	 	Only Directors selected by the Employer are eligible to participate.
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	(iii)
	 	þ
	 	Directors are not eligible to participate.






- 3 -









 





	 	 	 	 	 	 	 
	3.01	 	COMPENSATION
	 
	 	 	 	 	 	 
	 	 	For purposes of determining Participant contributions under Article 4 and Employer
contributions under Article 5, Compensation shall be defined in the following manner
[complete (a) or (b) and select (c) and/or (d), if applicable]:
	 
	 	 	 	 	 	 
	 

	 	(a)
	 	þ
	 	Compensation is defined as:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Base pay, commissions, and bonus (Company Performance Bonus Program
and Executive Annual Incentive Bonus Plan) 

	 

	 	 	 	 	 	
 

	 

	 	 	 	 	 	
 

	 

	 	 	 	 	 	
 

	 

	 	 	 	 	 	
 

	 

	 	 	 	 	 	
 

	 
	 	 	 	 	 	 
	 

	 	(b)
	 	o
	 	Compensation as defined in [insert name of qualified plan] without
regard to the limitation in Section 401(a)(17) of the Code for such
Plan Year.
	 
	 	 	 	 	 	 
	 

	 	(c)
	 	o
	 	Director Compensation is defined as:
	 

	 	 	 	 	 	
 

	 

	 	 	 	 	 	
 

	 

	 	 	 	 	 	
 

	 
	 	 	 	 	 	 
	 

	 	(d)
	 	o
	 	Compensation shall, for all Plan purposes, be limited to $     .
	 
	 	 	 	 	 	 
	 

	 	(e)
	 	o
	 	Not Applicable.
	 
	 	 	 	 	 	 
	3.02	 	BONUSES
	 
	 	 	 	 	 	 
	 	 	Compensation, as defined in Section 3.01 of the Adoption Agreement, includes the following
type of bonuses:






	 	 	 	 	 
	 	 	Will be treated as Performance
	Type	 	Based Compensation
	 	 	Yes	 	No
	Company Performance Bonus Program

	 	o
	 	þ
	Executive Annual Incentive Bonus Plan

	 	o
	 	þ
	 

	 	o
	 	o
	 

	 	o
	 	o
	 

	 	o
	 	o







			
	o	 	Not Applicable.





- 4 -









 






	4.01	 	PARTICIPANT CONTRIBUTIONS
	 
	 	 	If Participant contributions are permitted, complete (a),
(b), and (c). Otherwise complete (d).






	 	(a)	 	Amount of Deferrals
	 
	 	 	 	A Participant may elect within the period specified in Section 4.01(b) of the
Adoption Agreement to defer the following amounts of remuneration. For each type of
remuneration listed, complete “dollar amount” and / or “percentage amount”.






	 	(i)	 	Compensation Other than Bonuses [do not complete if you
complete (iii)]





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dollar Amount	 	% Amount	 	 
	Type of Remuneration	 	Min	 	Max	 	Min	 	Max	 	Increment
	(a) Base Compensation
	 	 	 	 	 	 	 	 	 	 	1	%	 	 	50	%	 	 	1	%
	(b) Commissions
	 	 	 	 	 	 	 	 	 	 	1	%	 	 	100	%	 	 	1	%
	(c)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







	 	 	 	Note: The increment is required to determine the permissible deferral amounts. For
example, a minimum of 0% and maximum of 20% with a 5% increment would allow an
individual to defer 0%, 5%, 10%, 15% or 20%.






	 	(ii)	 	Bonuses [do not complete if you complete (iii)]





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dollar Amount	 	% Amount	 	 
	Type of Bonus	 	Min	 	Max	 	Min	 	Max	 	Increment
	(a) Company
Performance Bonus
Program
	 	 	 	 	 	 	 	 	 	 	1	%	 	 	100	%	 	 	1	%
	(b) Executive
Annual Incentive
Bonus Plan
	 	 	 	 	 	 	 	 	 	 	1	%	 	 	100	%	 	 	1	%







	 	(iii)	 	Compensation [do not complete if you completed (i) and (ii)]





	 	 	 	 	 	 	 	 	 
	Dollar Amount	 	% Amount	 	 
	Min	 	Max	 	Min	 	Max	 	Increment
	 
	 	 	 	 	 	 	 	 






	 	(iv)	 	Director Compensation





	 	 	 	 	 	 	 	 	 	 	 
	 	 	Dollar Amount	 	% Amount	 	 
	Type of Compensation	 	Min	 	Max	 	Min	 	Max	 	Increment
	Annual Retainer
	 	 	 	 	 	 	 	 	 	 
	Meeting Fees
	 	 	 	 	 	 	 	 	 	 
	Other:
	 	 	 	 	 	 	 	 	 	 
	Other:
	 	 	 	 	 	 	 	 	 	 







- 5 -












 






	 	(b)	 	Election Period






	 	(i)	 	Performance Based Compensation
	 
	 	 	 	A special election period
	 
	 	 	 	o Does þ Does Not
	 
	 	 	 	apply to each eligible type of performance based compensation referenced in
Section 3.02 of the Adoption Agreement.
	 
	 	 	 	The special election period, if applicable, will be determined by the Employer.
	 
	 	(ii)	 	Newly Eligible Participants
	 
	 	 	 	An employee who is classified or designated as an Eligible Employee during a
Plan Year
	 
	 	 	 	þ May o May Not
	 
	 	 	 	elect to defer Compensation earned during the remainder of the Plan Year by
completing a deferral agreement within the 30 day period beginning on the date
he is eligible to participate in the Plan.






	 	(c)	 	Revocation of Deferral Agreement
	 
	 	 	 	A Participant’s deferral agreement
	 
	 	 	 	þ Will
	 
	 	 	 	o Will Not
	 
	 	 	 	be cancelled for the remainder of any Plan Year during which he receives a hardship
distribution of elective deferrals from a qualified cash or deferred arrangement
maintained by the Employer. If cancellation occurs, the Participant may resume
participation in accordance with Article 4 of the Plan.
	 
	 	(d)	 	No Participant Contributions
	 
	 	 	 	o Participant contributions are not permitted under the Plan.





- 6 -









 






	5.01	 	EMPLOYER CONTRIBUTIONS
	 
	 	 	If Employer contributions are permitted, complete (a) and/or (b). Otherwise

complete (c).






	 	(a)	 	Matching Contributions






	 	(i)	 	Amount
	 
	 	 	 	For each Plan Year, the Employer shall make a Matching Contribution on behalf of
each Participant who defers Compensation for the Plan Year and satisfies the
requirements of Section 5.01(a)(ii) of the Adoption Agreement equal to [complete
the ones that are applicable]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	o
	 	           [insert percentage] of the Compensation the Participant has elected to defer for the Plan Year
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	o
	 	An amount determined by the Employer in its sole discretion
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	Matching Contributions for each Participant shall be limited to $           and/or           % of Compensation.
	 
	 	 	 	 	 	 
	 

	 	(D)
	 	o
	 	Other:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(E)
	 	þ
	 	Not Applicable [Proceed to Section 5.01(b)]







	 	(ii)	 	Eligibility for Matching Contribution
	 
	 	 	 	A Participant who defers Compensation for the Plan Year shall receive an
allocation of Matching Contributions determined in accordance with Section
5.01(a)(i) provided he satisfies the following requirements [complete the ones
that are applicable]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	o
	 	Describe requirements:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	o
	 	Is selected by the Employer in its sole discretion to receive an allocation of Matching Contributions
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	No requirements






- 7 -









 






	 	(iii)	 	Time of Allocation
	 
	 	 	 	Matching Contributions, if made, shall be treated as allocated [select one]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	o
	 	As of the last day of the Plan Year
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	o
	 	At such times as the Employer shall determine in it sole discretion
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	At the time the Compensation on account of which the Matching Contribution is being made would otherwise have been paid to the Participant
	 
	 	 	 	 	 	 
	 

	 	(D)
	 	o
	 	Other:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






	 	(b)	 	Other Contributions






	 	(i)	 	Amount
	 
	 	 	 	The Employer shall make a contribution on behalf of each Participant who
satisfies the requirements of Section 5.01(b)(ii) equal to [complete the ones
that are applicable]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	o
	 	An amount equal to            [insert number] % of the Participant’s Compensation
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	þ
	 	An amount determined by the Employer in its sole discretion
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	Contributions for each Participant shall be limited to $                    
	 
	 	 	 	 	 	 
	 

	 	(D)
	 	o
	 	Other:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(E)
	 	o
	 	Not Applicable [Proceed to Section 6.01]






- 8 -









 






	 	(ii)	 	Eligibility for Other Contributions
	 
	 	 	 	A Participant shall receive an allocation of other Employer contributions
determined in accordance with Section 5.01(b)(i) for the Plan Year if he
satisfies the following requirements [complete the one that is applicable]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	o
	 	Describe requirements:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	þ
	 	Is selected by the Employer in its sole discretion to receive an allocation of other Employer contributions
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	No requirements







	 	(iii)	 	Time of Allocation
	 
	 	 	 	Employer contributions, if made, shall be treated as allocated [select one]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	o
	 	As of the last day of the Plan Year
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	þ
	 	At such time or times as the Employer shall determine in its sole discretion
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	Other:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






	 	(c)	 	No Employer Contributions
	 
	 	 	 	o Employer contributions are not permitted under the Plan.





- 9 -









 






	6.01	 	DISTRIBUTIONS
	 
	 	 	The timing and form of payment of distributions made from the Participant’s vested Account
shall be made in accordance with the elections made in this Section 6.01 of the Adoption
Agreement except when Section 9.6 of the Plan requires a six month delay for certain
distributions to Key Employees of publicly traded companies.






	 	(a)	 	Timing of Distributions






	 	(i)	 	All distributions shall commence in accordance with the following [choose one]:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	þ
	 	As soon as administratively feasible following the distribution event
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	o
	 	Monthly on specified day            [insert day]
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	Annually on specified month and day            [insert month and day]
	 
	 	 	 	 	 	 
	 

	 	(D)
	 	o
	 	Calendar quarter on specified month and day [          month of quarter (insert 1,2 or 3);            day (insert day)]







	 	(ii)	 	The timing of distributions as determined in Section 6.01(a)(i) shall
be modified by the adoption of:





	 	 	 	 	 	 	 
	 

	 	(A)
	 	þ
	 	Event Delay — Distribution events other than those
based on (i) a distribution event specified in
Section 6.01(b), or (ii) a payment made due to death
or disability made under Section 6.01(d) will be
treated as not having occurred for 6 months .
	 
	 	 	 	 	 	 
	 

	 	(B)
	 	o
	 	Hold Until Next Year — Distribution events other
than those based on Specified Date or Specified Age
will be treated as not having occurred for twelve
months from the date of the event if payment pursuant
to Section 6.01(a)(i) will thereby occur in the next
calendar year or on the first payment date in the
next calendar year in all other cases.
	 
	 	 	 	 	 	 
	 

	 	(C)
	 	o
	 	Immediate Processing — The timing method selected by
the Plan Sponsor under Section 6.01(a)(i) shall be
overridden for the following distribution events
[insert events]:
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	(D)
	 	o
	 	Not applicable.







- 10 -












 






	 	(b)	 	Distribution Events
	 
	 	 	 	Participants may elect the following payment events and the associated form or forms of
payment. If multiple events are selected, the earliest to occur will trigger payment.
For installments, insert the range of available periods (e.g., 5-15) or insert the
periods available (e.g., 5,7,9).





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lump Sum	 	Installments
	 
	 	 	 	 	 	 	 	 
	(i)

	 	þ
	 	Specified Date
	 	þ
	 	2 — 15 years
	 
	 	 	 	 	 	 	 	 
	(ii)

	 	o
	 	Specified Age
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(iii)

	 	o
	 	Separation from Service
	 	o
	 	years
	 
	 	 	 	 	 	 	 	 
	(iv)

	 	þ
	 	Separation from Service plus 6 months
	 	þ
	 	2 — 15 years
	 
	 	 	 	 	 	 	 	 
	(v)

	 	o
	 	Separation from Service plus      
months [not to exceed       months]
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(vi)

	 	o
	 	Retirement
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(vii)

	 	o
	 	Retirement plus 6 months
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(viii)

	 	o
	 	Retirement plus       months [not to
exceed       months]
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(ix)

	 	o
	 	Later of Separation from Service or
Specified Age
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(x)

	 	o
	 	Later of Separation from Service or
Specified Date
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(xi)

	 	o
	 	Disability
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(xii)

	 	o
	 	Death
	 	     
	 	      years
	 
	 	 	 	 	 	 	 	 
	(xiii)

	 	o
	 	Change in Control
	 	     
	 	      years







	 	 	 	The minimum deferral period for Specified Date or Specified Age event shall be
two years.
	 
	 	 	 	Installments may be paid [select each that applies]





	 	 	 
	o

	 	Monthly
	o

	 	Quarterly
	þ

	 	Annually







	 	(c)	 	Specified Date and Specified Age elections may not extend beyond age Not
Applicable [insert age or “Not Applicable” if no maximum age applies].





- 11 -









 






	 	(d)	 	Payment Election Override
	 
	 	 	 	Payment of the remaining vested balance of the Participant’s Account will automatically
occur at the time specified in Section 6.01(a) of the Adoption Agreement in the form
indicated upon the earliest to occur of the following events [check each event that
applies and for each event include only a single form of payment]:





	 	 	 	 	 	 	 	 	 
	 	 	EVENTS	 	 	 	FORM OF PAYMENT
	þ

	 	Separation from Service
provided that the Participant
has earned less than 4 Years
of Service
	 	þ
	 	Lump sum
	 	      Installments
	o

	 	Separation from

Service before Retirement
	 	     
	 	Lump sum
	 	      Installments
	þ

	 	Death
	 	þ
	 	Lump sum
	 	      Installments
	þ

	 	Disability (LTD only)
	 	þ
	 	Lump sum
	 	      Installments
	o

	 	Not Applicable	 	 	 	 	 	 







	 	(e)	 	Involuntary Cashouts





	 	 	 
	þ

	 	If the Participant’s vested Account and any Other Accounts at the time of his
Separation from Service does not exceed $15,000, then distribution of the
vested Account and the Other Accounts shall automatically be made in the form
of a single lump sum in accordance with Section 9.5 of the Plan.
	 
	 	 
	o

	 	There are no involuntary cashouts.







	 	(f)	 	Retirement





	 	 	 
	o

	 	Retirement shall be defined as a Separation from Service that occurs on or
after the Participant [insert description of requirements]:
	 
	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	þ

	 	No special definition of Retirement applies.






- 12 -









 






	 	(g)	 	Distribution Election Change
	 
	 	 	 	A Participant





	 	 	 
	þ

	 	Shall
	o

	 	Shall Not







	 	 	 	be permitted to modify a scheduled distribution date and/or payment option in
accordance with Section 9.2 of the Plan.
	 
	 	 	 	A Participant shall generally be permitted to elect such modification an
unlimited number of times as permitted by applicable law.
	 
	 	 	 	Administratively, allowable distribution events will be modified to reflect all
options necessary to fulfill the distribution change election provision.
	 
	 	(h)	 	Frequency of Elections
	 
	 	 	 	The Plan Sponsor





	 	 	 
	þ

	 	Has
	o

	 	Has Not







	 	 	 	Elected to permit annual elections of a time and form of payment for amounts deferred
under the Plan.





- 13 -









 






	7.01	 	VESTING






	 	(a)	 	Matching Contributions
	 
	 	 	 	The Participant’s vested interest in the amount credited to his Account attributable to
Matching Contributions shall be based on the following schedule:





	 	 	 	 	 	 	 	 	 
	o

	 	Years of Service
	 	Vesting %	 	 
	 

	 	 	0	 	 	     
	 	(insert ‘100’ if there is immediate vesting)
	 

	 	 	1	 	 	     	 	 
	 

	 	 	2	 	 	     	 	 
	 

	 	 	3	 	 	     	 	 
	 

	 	 	4	 	 	     	 	 
	 

	 	 	5	 	 	     	 	 
	 

	 	 	6	 	 	     	 	 
	 

	 	 	7	 	 	     	 	 
	 

	 	 	8	 	 	     	 	 
	 

	 	 	9	 	 	     	 	 






	 	 	 
	o

	 	Other:
	 

	 	                    
	 

	 	                    
	 
	 	 
	o

	 	Class year vesting applies.
	 

	 	                    
	 
	 	 
	þ

	 	Not applicable.







	 	(b)	 	Other Employer Contributions
	 
	 	 	 	The Participant’s vested interest in the amount credited to his Account attributable to
Employer contributions other than Matching Contributions shall be based on the following
schedule:





	 	 	 	 	 	 	 	 	 
	þ

	 	Years of Service
	 	Vesting %	 	 
	 

	 	 	0	 	 	100*
	 	(insert ‘100’ if there is immediate vesting)
	 

	 	 	1	 	 	     	 	 
	 

	 	 	2	 	 	     	 	 
	 

	 	 	3	 	 	     	 	 
	 

	 	 	4	 	 	     	 	 
	 

	 	 	5	 	 	     	 	 
	 

	 	 	6	 	 	     	 	 
	 

	 	 	7	 	 	     	 	 
	 

	 	 	8	 	 	     	 	 
	 

	 	 	9	 	 	     	 	 






	 	 	 
	o

	 	Other:
	 

	 	                    
	 

	 	                    
	 
	 	 
	o

	 	Class year vesting applies.
	 

	 	                    
	 
	 	 
	o

	 	Not applicable.






- 14 -









 






	(c)	 	Acceleration of Vesting
	 
	 	 	A Participant’s vested interest in his Account will automatically be 100% upon the
occurrence of the following events: [select the ones that are applicable]:





	 	 	 	 	 
	(i)

	 	o
	 	Death
	 
	 	 	 	 
	(ii)

	 	o
	 	Disability
	 
	 	 	 	 
	(iii)

	 	o
	 	Change in Control
	 
	 	 	 	 
	(iv)

	 	o
	 	Eligibility for Retirement
	 
	 	 	 	 
	(v)

	 	o
	 	Other:                     
	 

	 	 	 	                              
	 
	 	 	 	 
	(vi)

	 	þ
	 	Not applicable.







	 	(d)	 	Years of Service






	 	(i)	 	A Participant’s Years of Service shall include all service performed
for the Employer and





	 	 	 
	þ

	 	Shall
	o

	 	Shall Not







	 	 	 	include service performed for the Related Employer.
	 
	 	(ii)	 	Years of Service shall also include service performed for the following
entities:
	 
	 	 	 	                    
	 
	 	 	 	                    
	 
	 	 	 	                    
	 
	 	 	 	                    
	 
	 	 	 	                    
	 
	 	 	 	                    
	 
	 	(iii)	 	Years of Service shall be determined in accordance with (select one)





	 	 	 	 	 
	     (A)

	 	o
	 	The elapsed time method in Treas. Reg. Sec. 1.410(a)-7
	 
	 	 	 	 
	     (B)

	 	o
	 	The general method in DOL Reg. Sec. 2530.200b-1 through b-4
	 
	 	 	 	 
	     (C)

	 	þ
	 	The Participant’s Years of Service credited under [insert name of
plan] Juniper Networks, Inc. 401(k) Plan
	 

	 	 	 	                    
	 
	 	 	 	 
	     (D)

	 	o
	 	Other:                     
	 

	 	 	 	                              
	 

	 	 	 	                              






	 	 	 	 	 
	(iv)

	 	o
	 	Not applicable.







- 15 -












 






	8.01	 	UNFORESEEABLE EMERGENCY






	 	(a)	 	A withdrawal due to an Unforeseeable Emergency as defined in Section 2.24:
	 
	 	 	 	þ Will
	 
	 	 	 	o Will Not [if Unforeseeable Emergency withdrawals are not permitted, proceed to
Section 9.01]






	 	 	 	be allowed.
	 
	 	(b)	 	Upon a withdrawal due to an Unforeseeable Emergency, a Participant’s deferral
election for the remainder of the Plan Year:
	 
	 	 	 	þ Will
	 
	 	 	 	o Will Not






	 	 	 	be cancelled. If cancellation occurs, the Participant may resume participation in
accordance with Article 4 of the Plan.




- 16 -









 












	9.01	 	INVESTMENT DECISIONS
	 
	 	 	Investment decisions regarding the hypothetical amounts credited to a Participant’s Account
shall be made by [select one]:






	 	(a)	 	þ The Participant or his Beneficiary
	 
	 	(b)	 	o The Employer




- 17 -









 












	10.01	 	GRANTOR TRUST
	 
	 	 	The Employer [select one]:
	 
	 	 	þ Does
	 
	 	 	o Does Not
	 
	 	 	intend to establish a grantor trust in connection with the Plan.




- 18 -









 












	11.01	 	TERMINATION UPON CHANGE IN CONTROL
	 
	 	 	The Plan Sponsor
	 
	 	 	o Reserves
	 
	 	 	þ Does Not Reserve
	 
	 	 	the right to terminate the Plan and distribute all vested amounts credited to Participant
Accounts upon a Change in Control as described in Section 9.7.
	 
	11.02	 	AUTOMATIC DISTRIBUTION UPON CHANGE IN CONTROL
	 
	 	 	Distribution of the remaining vested balance of each Participant’s Account
	 
	 	 	o Shall
	 
	 	 	þ Shall Not
	 
	 	 	automatically be paid as a lump sum payment upon the occurrence of a Change in Control as
provided in Section 9.7.
	 
	11.03	 	CHANGE IN CONTROL
	 
	 	 	A Change in Control for Plan purposes includes the following [select each definition that
applies]:






	 	(a)	 	o A change in the ownership of the Employer as described in Section 9.7(c) of the
Plan.
	 
	 	(b)	 	o A change in the effective control of the Employer as described in Section
9.7(d) of the Plan.
	 
	 	(c)	 	o A change in the ownership of a substantial portion of the assets of the
Employer as described in Section 9.7(e) of the Plan.
	 
	 	(d)	 	þ Not Applicable.










- 19 -









 












	12.01	 	GOVERNING STATE LAW
	 
	 	 	The laws of California shall apply in the administration of the Plan to the extent
not preempted by ERISA.







- 20 -












 





EXECUTION PAGE



The Plan Sponsor has caused this Adoption Agreement to be executed this 13th day of June,
2008.




	 	 	 	 	 
	 

	 	PLAN SPONSOR:
	 	Juniper Networks, Inc.
	 

	 	 	 	 
	 

	 	By:
	 	/s/ Steven Rice
	 

	 	 	 	 
	 

	 	Title:
	 	Executive Vice President, Human Resources
	 

	 	 	 	 






- 21 -









 








Juniper Networks, Inc.




IMPORTANT NOTE



This document has not been approved by the Department of Labor, Internal Revenue Service or any
other governmental entity. An adopting Employer must determine whether the Plan is subject to the
Federal securities laws and the securities laws of the various states. An adopting Employer may
not rely on this document to ensure any particular tax consequences or to ensure that the Plan is
“unfunded and maintained primarily for the purpose of providing deferred compensation to a select
group of management or highly compensated employees” under Title I of the Employee Retirement
Income Security Act of 1974, as amended, with respect to the Employer’s particular situation.
Fidelity Employer Services Company, its affiliates and employees cannot provide you with legal
advice in connection with the execution of this document. This document should be reviewed by the
Employer’s attorney prior to execution.




January 2008




 









 








TABLE OF CONTENTS




	 	 	 
	PREAMBLE
	 
	 	 
	ARTICLE 1 — GENERAL
	1.1

	 	Plan
	1.2

	 	Effective Dates
	1.3

	 	Amounts Not Subject to Code Section 409A
	 
	 	 
	ARTICLE 2 — DEFINITIONS
	2.1

	 	Account
	2.2

	 	Administrator
	2.3

	 	Adoption Agreement
	2.4

	 	Beneficiary
	2.5

	 	Board or Board of Directors
	2.6

	 	Bonus
	2.7

	 	Change in Control
	2.8

	 	Code
	2.9

	 	Compensation
	2.10

	 	Director
	2.11

	 	Disabled
	2.12

	 	Eligible Employee
	2.13

	 	Employer
	2.14

	 	ERISA
	2.15

	 	Key Employee
	2.16

	 	Other Accounts
	2.17

	 	Participant
	2.18

	 	Plan
	2.19

	 	Plan Sponsor
	2.20

	 	Plan Year
	2.21

	 	Related Employer
	2.22

	 	Retirement
	2.23

	 	Separation from Service
	2.24

	 	Unforeseeable Emergency
	2.25

	 	Valuation Date
	2.26

	 	Years of Service
	 
	 	 
	ARTICLE 3 — PARTICIPATION
	3.1

	 	Participation
	3.2

	 	Termination of Participation






i









 






	 	 	 
	ARTICLE 4 — PARTICIPANT ELECTIONS
	4.1

	 	Deferral Agreement
	4.2

	 	Amount of Deferral
	4.3

	 	Timing of Election to Defer
	4.4

	 	Election of Payment Schedule and Form of Payment
	 
	 	 
	ARTICLE 5 — EMPLOYER CONTRIBUTIONS
	5.1

	 	Matching Contributions
	5.2

	 	Other Contributions
	 
	 	 
	ARTICLE 6 — ACCOUNTS AND CREDITS
	6.1

	 	Establishment of Account
	6.2

	 	Credits to Account
	 
	 	 
	ARTICLE 7 — INVESTMENT OF CONTRIBUTIONS
	7.1

	 	Investment Options
	7.2

	 	Adjustment of Accounts
	 
	 	 
	ARTICLE 8 — RIGHT TO BENEFITS
	8.1

	 	Vesting
	8.2

	 	Death
	8.3

	 	Disability
	 
	 	 
	ARTICLE 9 — DISTRIBUTION OF BENEFITS
	9.1

	 	Amount of Benefits
	9.2

	 	Method and Timing of Distributions
	9.3

	 	Unforeseeable Emergency
	9.4

	 	Payment Election Overrides
	9.5

	 	Cashouts of Amounts Not Exceeding Stated Limit
	9.6

	 	Required Delay in Payment to Key Employees
	9.7

	 	Change in Control
	9.8

	 	Permissible Delays in Payment
	9.9

	 	Permitted Acceleration of Payment






ii









 






	 	 	 
	ARTICLE 10 — AMENDMENT AND TERMINATION
	10.1

	 	Amendment by Plan Sponsor
	10.2

	 	Plan Termination Following Change in Control or Corporate Dissolution
	10.3

	 	Other Plan Terminations
	 
	 	 
	ARTICLE 11 — THE TRUST
	11.1

	 	Establishment of Trust
	11.2

	 	Grantor Trust
	11.3

	 	Investment of Trust Funds
	 
	 	 
	ARTICLE 12 — PLAN ADMINISTRATION
	12.1

	 	Powers and Responsibilities of the Administrator
	12.2

	 	Claims and Review Procedures
	12.3

	 	Plan Administrative Costs
	 
	 	 
	ARTICLE 13 — MISCELLANEOUS
	13.1

	 	Unsecured General Creditor of the Employer
	13.2

	 	Employer’s Liability
	13.3

	 	Limitation of Rights
	13.4

	 	Anti-Assignment
	13.5

	 	Facility of Payment
	13.6

	 	Notices
	13.7

	 	Tax Withholding
	13.8

	 	Indemnification
	13.9

	 	Successors
	13.10

	 	Disclaimer
	13.11

	 	Governing Law







iii









 








PREAMBLE



The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for
the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of the
Employee Retirement Income Security Act of 1974, as amended, or an “excess benefit plan” within the
meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or a
combination of both. The Plan is further intended to conform with the requirements of Internal
Revenue Code Section 409A and the final regulations issued thereunder and shall be interpreted,
implemented and administered in a manner consistent therewith.





 









 








ARTICLE 1 — GENERAL





	1.1	 	Plan. The Plan will be referred to by the name specified in the Adoption Agreement.
	 
	1.2	 	Effective Dates.






	 	(a)	 	Original Effective Date. The Original Effective Date is the date as
of which the Plan was initially adopted.
	 
	 	(b)	 	Amendment Effective Date. The Amendment Effective Date is the date
specified in the Adoption Agreement as of which the Plan is amended and restated.
Except to the extent otherwise provided herein or in the Adoption Agreement, the Plan
shall apply to amounts deferred and benefit payments made on or after the Amendment
Effective Date.
	 
	 	(c)	 	Special Effective Date. A Special Effective Date may apply to any
given provision if so specified in Appendix A of the Adoption Agreement. A Special
Effective Date will control over the Original Effective Date or Amendment Effective
Date, whichever is applicable, with respect to such provision of the Plan.






	1.3	 	Amounts Not Subject to Code Section 409A
	 
	 	 	Except as otherwise indicated by the Plan Sponsor in Section 1.01 of the Adoption
Agreement, amounts deferred before January 1, 2005 that are earned and vested on December
31, 2004 will be separately accounted for and administered in accordance with the terms of
the Plan as in effect on December 31, 2004.




1-1









 











ARTICLE 2 — DEFINITIONS



Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the
context clearly indicates otherwise. Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required by the context:





	2.1	 	“Account” means an account established for the purpose of recording amounts credited on
behalf of a Participant and any income, expenses, gains, losses or distributions included
thereon. The Account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a Participant or to
the Participant’s Beneficiary pursuant to the Plan.
	 
	2.2	 	“Administrator” means the person or persons designated by the Plan Sponsor in Section 1.05 of
the Adoption Agreement to be responsible for the administration of the Plan. If no
Administrator is designated in the Adoption Agreement, the Administrator is the Plan Sponsor.
	 
	2.3	 	“Adoption Agreement” means the agreement adopted by the Plan Sponsor that establishes the
Plan.
	 
	2.4	 	“Beneficiary” means the persons, trusts, estates or other entities entitled under Section 8.2
to receive benefits under the Plan upon the death of a Participant.
	 
	2.5	 	“Board” or “Board of Directors” means the Board of Directors of the Plan Sponsor.
	 
	2.6	 	“Bonus” means an amount of incentive remuneration payable by the Employer to a Participant.
	 
	2.7	 	“Change in Control” means the occurrence of an event involving the Plan Sponsor that is
described in Section 9.7.
	 
	2.8	 	“Code” means the Internal Revenue Code of 1986, as amended.
	 
	2.9	 	“Compensation” has the meaning specified in Section 3.01 of the Adoption Agreement.
	 
	2.10	 	“Director” means a non-employee member of the Board who has been designated by the Employer
as eligible to participate in the Plan.




2-1









 






	2.11	 	“Disabled” means a determination by the Administrator that the Participant is either (a)
unable to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (b) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in death or last
for a continuous period of not less than twelve months, receiving income replacement benefits
for a period of not less than three months under an accident and health plan covering
employees of the Employer. A Participant will be considered Disabled if he is determined to
be totally disabled by the Social Security Administration or the Railroad Retirement Board.
	 
	2.12	 	“Eligible Employee” means an employee of the Employer who satisfies the requirements in
Section 2.01 of the Adoption Agreement.
	 
	2.13	 	“Employer” means the Plan Sponsor and any other entity which is authorized by the Plan
Sponsor to participate in and, in fact, does adopt the Plan.
	 
	2.14	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
	 
	2.15	 	“Key Employee” means all Participants.
	 
	2.16	 	“Other Accounts” means any accounts under any other non-qualified deferred compensation plan
required to be aggregated with the Plan pursuant to Treasury Regulation §1.409A-1(c)(2).
	 
	2.17	 	“Participant” means an Eligible Employee or Director who commences participation in the Plan
in accordance with Article 3.
	 
	2.18	 	“Plan” means the unfunded plan of deferred compensation set forth herein, including the
Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and as amended from
time to time.
	 
	2.19	 	“Plan Sponsor” means the entity identified in Section 1.03 of the Adoption Agreement or any
successor by merger, consolidation or otherwise.
	 
	2.20	 	“Plan Year” means the period identified in Section 1.02 of the Adoption Agreement.
	 
	2.21	 	“Related Employer” means the Employer and (a) any corporation that is a member of a
controlled group of corporations as defined in Code Section 414(b) that includes the Employer
and (b) any trade or business that is under common control as defined in Code Section 414(c)
that includes the Employer.




2-2









 






	2.22	 	“Retirement” has the meaning specified in 6.01(f) of the Adoption Agreement.
	 
	2.23	 	“Separation from Service” means the date that the Participant dies, retires or otherwise has
a termination of employment with respect to all entities comprising the Related Employer. A
Separation from Service does not occur if the Participant is on military leave, sick leave or
other bona fide leave of absence if the period of leave does not exceed six months or such
longer period during which the Participant’s right to re-employment is provided by statute or
contract. If the period of leave exceeds six months and the Participant’s right to
re-employment is not provided either by statute or contract, a Separation from Service will be
deemed to have occurred on the first day following the six-month period. If the period of
leave is due to any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than six
months, where the impairment causes the Participant to be unable to perform the duties of his
or her position of employment or any substantially similar position of employment, a 29 month
period of absence may be substituted for the six month period.
	 
	 	 	Whether a termination of employment has occurred is based on whether the facts and
circumstances indicate that the Related Employer and the Participant reasonably anticipated
that no further services would be performed after a certain date or that the level of bona
fide services the Participant would perform after such date (whether as an employee or as
an independent contractor) would permanently decrease to no more than 20 percent of the
average level of bona fide services performed (whether as an employee or an independent
contractor) over the immediately preceding 36 month period (or the full period of services
to the Related Employer if the employee has been providing services to the Related Employer
for less than 36 months). If a Participant continues to provide services to a Related
Employer in a capacity other than as an employee, the Participant will not be deemed to
have a termination of employment if the Participant is providing services at an annual rate
that is at least 50 percent of the services rendered by such individual, on average, during
the immediately preceding 36 month period of employment (or such lesser period of
employment) and the annual remuneration for such services is at least 50 percent of the
average annual remuneration earned during the such 36 calendar months of employment (or
such lesser period of employment).
	 
	 	 	An independent contractor is considered to have experienced a Separation from Service with
the Related Employer upon the expiration of the contract (or, in the case of more than one
contract, all contracts) under which services are performed for the Related Employer if the
expiration





2-3









 











	 	 	constitutes a good-faith and complete termination of the contractual relationship.
	 
	 	 	If a Participant provides services as both an employee and an independent contractor of the
Related Employer, the Participant must separate from service both as an employee and as an
independent contractor to be treated as having incurred a Separation from Service. If a
Participant ceases providing services as an independent contractor and begins providing
services as an employee, or ceases providing services as an employee and begins providing
services as an independent contractor, the Participant will not be considered to have
experienced a Separation from Service until the Participant has ceased providing services
in both capacities.
	 
	 	 	If a Participant provides services both as an employee and as a member of the board of
directors of a corporate Related Employer (or an analogous position with respect to a
noncorporate Related Employer), the services provided as a director are not taken into
account in determining whether the Participant has incurred a Separation from Service as an
employee for purposes of a nonqualified deferred compensation plan in which the Participant
participates as an employee that is not aggregated under Code Section 409A with any plan in
which the Participant participates as a director.
	 
	 	 	If a Participant provides services both as an employee and as a member of the board of
directors of a corporate related Employer (or an analogous position with respect to a
noncorporate Related Employer), the services provided as an employee are not taken into
account in determining whether the Participant has experienced a Separation from Service as
a director for purposes of a nonqualified deferred compensation plan in which the
Participant participates as a director that is not aggregated under Code Section 409A with
any plan in which the Participant participates as an employee.
	 
	 	 	All determinations of whether a Separation from Service has occurred will be made in a
manner consistent with Code Section 409A and the final regulations thereunder.






	2.24	 	“Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from
an illness or accident of the Participant, the Participant’s spouse, the Participant’s
Beneficiary, or the Participant’s dependent (as defined in Code Section 152, without regard to
Code section 152(b)(i), (b)(2) and (d)(i)(B); loss of the Participant’s property due to
casualty; or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant.




2-4









 






	2.25	 	“Valuation Date” means each business day of the Plan Year.
	 
	2.26	 	“Years of Service” means each one year period for which the Participant receives service
credit in accordance with the provisions of Section 7.01(d) of the Adoption Agreement.






2-5












 





ARTICLE 3 — PARTICIPATION





	3.1	 	Participation. The Participants in the Plan shall be those Directors and employees of the
Employer who satisfy the requirements of Section 2.01 of the Adoption Agreement.
	 
	3.2	 	Termination of Participation. The Administrator may terminate a Participant’s participation
in the Plan in a manner consistent with Code Section 409A. If the Employer terminates a
Participant’s participation before the Participant experiences a Separation from Service the
Participant’s vested Accounts shall be paid in accordance with the provisions of Article 9.





3-1









 





ARTICLE 4 — PARTICIPANT ELECTIONS





	4.1	 	Deferral Agreement. If permitted by the Plan Sponsor in accordance with Section 4.01 of the
Adoption Agreement, each Eligible Employee and Director may elect to defer his Compensation
within the meaning of Section 3.01 of the Adoption Agreement by executing in writing or
electronically, a deferral agreement in accordance with rules and procedures established by
the Administrator and the provisions of this Article 4.
	 
	 	 	A new deferral agreement must be timely executed for each Plan Year during which the
Eligible Employee or Director desires to defer Compensation. An Eligible Employee or
Director who does not timely execute a deferral agreement shall be deemed to have elected
zero deferrals of Compensation for such Plan Year.
	 
	 	 	A deferral agreement may be changed or revoked during the period specified by the
Administrator. Except as provided in Section 9.3 or in Section 4.01(c) of the Adoption
Agreement, a deferral agreement becomes irrevocable at the close of the specified period.
	 
	4.2	 	Amount of Deferral. An Eligible Employee or Director may elect to defer Compensation in any
amount permitted by Section 4.01(a) of the Adoption Agreement.
	 
	4.3	 	Timing of Election to Defer. Each Eligible Employee or Director who desires to defer
Compensation otherwise payable during a Plan Year must execute a deferral agreement within the
period preceding the Plan Year specified by the Administrator. Each Eligible Employee who
desires to defer Compensation that is a Bonus must execute a deferral agreement within the
period preceding the Plan Year during which the Bonus is earned that is specified by the
Administrator, except that if the Bonus can be treated as performance based compensation as
described in Code Section 409A(a)(4)(B)(iii), the deferral agreement may be executed within
the period specified by the Administrator, which period, in no event, shall end after the date
which is six months prior to the end of the period during which the Bonus is earned, provided
the Participant has performed services continuously from the later of the beginning of the
performance period or the date the performance criteria are established through the date the
Participant executed the deferral agreement and provided further that the compensation has not
yet become ‘readily ascertainable’ with the meaning of Reg. Sec 1.409A-2(a)(8). In addition,
if the Compensation qualifies as ‘fiscal year compensation’ within the meaning of Reg. Sec.
1.409A -2(a)(6), the deferral agreement may be made not later than the




4-1









 






	 	 	end of the Employer’s taxable year immediately preceding the first taxable year of the
Employer in which any services are performed for which such Compensation is payable.






	 	 	Except as otherwise provided below, an employee who is classified or designated as an
Eligible Employee during a Plan Year or a Director who is designated as eligible to
participate during a Plan Year may elect to defer Compensation otherwise payable during the
remainder of such Plan Year in accordance with the rules of this Section 4.3 by executing a
deferral agreement within the thirty (30) day period beginning on the date the employee is
classified or designated as an Eligible Employee or the date the Director is designated as
eligible, whichever is applicable, if permitted by Section 4.01(b)(ii) of the Adoption
Agreement. If Compensation is based on a specified performance period that begins before
the Eligible Employee or Director executes his deferral agreement, the election will be
deemed to apply to the portion of such Compensation equal to the total amount of
Compensation for the performance period multiplied by the ratio of the number of days
remaining in the performance period after the election becomes irrevocable and effective
over the total number of days in the performance period. The rules of this paragraph shall
not apply unless the Eligible Employee or Director can be treated as initially eligible in
accordance with Reg. Sec. 1.409A-2(a)(7).
	 
	4.4	 	Election of Payment Schedule and Form of Payment.
	 
	 	 	All elections of a payment schedule and a form of payment will be made in accordance with
rules and procedures established by the Administrator and the provisions of this Section
4.4.






(a) If the Plan Sponsor has elected to permit annual distribution elections in accordance
with Section 6.01(h) of the Adoption Agreement the following rules apply. At the time an
Eligible Employee or Director completes a deferral agreement, the Eligible Employee or
Director must elect a distribution event (which includes a specified time) and a form of
payment for the Compensation subject to the deferral agreement from among the options the
Plan Sponsor has made available for this purpose and which are specified in 6.01(b) of the
Adoption Agreement. Prior to the time required by Reg. Sec. 1.409A-2, the Eligible
Employee or Director shall elect a distribution event (which includes a specified time) and
a form of payment for any Employer contributions that may be credited to the Participant’s
Account during the Plan Year. If an Eligible Employee or Director fails to elect a
distribution event, he shall be deemed to have elected Separation from Service as the
distribution event. If he fails to elect a form of payment, he shall be deemed to have
elected a lump sum form of payment.



4-2









 






(b) If the Plan Sponsor has elected not to permit annual distribution elections in
accordance with Section 6.01(h) of the Adoption Agreement the following rules apply. At
the time an Eligible Employee or Director first completes a deferral agreement but in no
event later than the time required by Reg. Sec. 1.409A-2, the Eligible Employee or Director
must elect a distribution event (which includes a specified time) and a form of payment for
amounts credited to his Account from among the options the Plan Sponsor has made available
for this purpose and which are specified in Section 6.01(b) of the Adoption Agreement. If
an Eligible Employee or Director fails to elect a distribution event, he shall be deemed to
have elected Separation from Service in the distribution event. If the fails to elect a
form of payment, he shall be deemed to have elected a lump sum form of payment.



4-3









 








ARTICLE 5 — EMPLOYER CONTRIBUTIONS





	5.1	 	Matching Contributions. If elected by the Plan Sponsor in Section 5.01(a) of the Adoption
Agreement, the Employer will credit the Participant’s Account with a matching contribution
determined in accordance with the formula specified in Section 5.01(a) of the Adoption
Agreement. The matching contribution will be treated as allocated to the Participant’s
Account at the time specified in Section 5.01(a)(iii) of the Adoption Agreement.
	 
	5.2	 	Other Contributions. If elected by the Plan Sponsor in Section 5.01(b) of the Adoption
Agreement, the Employer will credit the Participant’s Account with a contribution determined
in accordance with the formula or method specified in Section 5.01(b) of the Adoption
Agreement. The contribution will be treated as allocated to the Participant’s Account at the
time specified in Section 5.01(b)(iii) of the Adoption Agreement.





5-1









 





ARTICLE 6 — ACCOUNTS AND CREDITS





	6.1	 	Establishment of Account. For accounting and computational purposes only, the Administrator
will establish and maintain an Account on behalf of each Participant which will reflect the
credits made pursuant to Section 6.2, distributions or withdrawals, along with the earnings,
expenses, gains and losses allocated thereto, attributable to the hypothetical investments
made with the amounts in the Account as provided in Article 7. The Administrator will
establish and maintain such other records and accounts, as it decides in its discretion to be
reasonably required or appropriate to discharge its duties under the Plan.
	 
	6.2	 	Credits to Account. A Participant’s Account will be credited for each Plan Year with the
amount of his elective deferrals under Section 4.1 at the time the amount subject to the
deferral election would otherwise have been payable to the Participant and the amount of
Employer contributions treated as allocated on his behalf under Article 5.





6-1









 





ARTICLE 7 — INVESTMENT OF CONTRIBUTIONS





	7.1	 	Investment Options. The amount credited to each Account shall be treated as invested in the
investment options designated for this purpose by the Administrator.
	 
	7.2	 	Adjustment of Accounts. The amount credited to each Account shall be adjusted for
hypothetical investment earnings, expenses, gains or losses in an amount equal to the
earnings, expenses, gains or losses attributable to the investment options selected by the
party designated in Section 9.01 of the Adoption Agreement from among the investment options
provided in Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a
Participant (or the Participant’s Beneficiary after the death of the Participant) may, in
accordance with rules and procedures established by the Administrator, select the investments
from among the options provided in Section 7.1 to be used for the purpose of calculating
future hypothetical investment adjustments to the Account or to future credits to the Account
under Section 6.2 effective as of the Valuation Date coincident with or next following notice
to the Administrator. Each Account shall be adjusted as of each Valuation Date to reflect:
(a) the hypothetical earnings, expenses, gains and losses described above; (b) amounts
credited pursuant to Section 6.2; and (c) distributions or withdrawals. In addition, each
Account may be adjusted for its allocable share of the hypothetical costs and expenses
associated with the maintenance of the hypothetical investments provided in Section 7.1.





7-1









 





ARTICLE 8 — RIGHT TO BENEFITS





	8.1	 	Vesting. A Participant, at all times, has the 100% nonforfeitable interest in the amounts
credited to his Account attributable to his elective deferrals made in accordance with Section
4.1.
	 
	 	 	A Participant’s right to the amounts credited to his Account attributable to Employer
contributions made in accordance with Article 5 shall be determined in accordance with the
relevant schedule and provisions in Section 7.01 of the Adoption Agreement. Upon a
Separation from Service and after application of the provisions of Section 7.01 of the
Adoption Agreement, the Participant shall forfeit the nonvested portion of his Account.
	 
	8.2	 	Death. The Plan Sponsor may elect to accelerate vesting upon the death of the Participant in
accordance with Section 7.01(c) of the Adoption Agreement and/or to accelerate distributions
upon Death in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement.
If the Plan Sponsor does not elect to accelerate distributions upon death in accordance with
Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the vested amount credited to
the Participant’s Account will be paid in accordance with the provisions of Article 9.
	 
	 	 	A Participant may designate a Beneficiary or Beneficiaries, or change any prior designation
of Beneficiary or Beneficiaries in accordance with rules and procedures established by the
Administrator.
	 
	 	 	A copy of the death notice or other sufficient documentation must be filed with and
approved by the Administrator. If upon the death of the Participant there is, in the
opinion of the Administrator, no designated Beneficiary for part or all of the
Participant’s vested Account, such amount will be paid to his estate (such estate shall be
deemed to be the Beneficiary for purposes of the Plan) in accordance with the provisions of
Article 9.
	 
	8.3	 	Disability. If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a
Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit
distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the
Adoption Agreement, the determination of whether a Participant has incurred a Disability shall
be made by the Administrator in its sole discretion in a manner consistent with the
requirements of Code Section 409A.





8-1









 





ARTICLE 9 — DISTRIBUTION OF BENEFITS





	9.1	 	Amount of Benefits. The vested amount credited to a Participant’s Account as determined
under Articles 6, 7 and 8 shall determine and constitute the basis for the value of benefits
payable to the Participant under the Plan.
	 
	9.2	 	Method and Timing of Distributions. Except as otherwise provided in this Article 9,
distributions under the Plan shall be made in accordance with the elections made or deemed
made by the Participant under Article 4. Subject to the provisions of Section 9.6 requiring a
six month delay for certain distributions to Key Employees, distributions following a payment
event shall commence at the time specified in Section 6.01(a) of the Adoption Agreement. If
permitted by Section 6.01(g) of the Adoption Agreement, a Participant may elect, at least
twelve months before a scheduled distribution event, to delay the payment date for a minimum
period of sixty months from the originally scheduled date of payment, provided, however, that
in no event shall such election delay the final installment payment beyond the maximum fifteen
years specified in Section 6.01(b) of the Adoption Agreement. The distribution election
change must be made in accordance with procedures and rules established by the Administrator.
The Participant may, at the same time the date of payment is deferred, change the form of
payment but such change in the form of payment may not effect an acceleration of payment in
violation of Code Section 409A or the provisions of Reg. Sec. 1.409A-2(b). For purposes of
this Section 9.2, a series of installment payments is always treated as a single payment and
not as a series of separate payments.
	 
	9.3	 	Unforeseeable Emergency. A Participant may request a distribution due to an Unforeseeable
Emergency if the Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under
Section 8.01(a) of the Adoption Agreement. The request must be in writing and must be
submitted to the Administrator along with evidence that the circumstances constitute an
Unforeseeable Emergency. The Administrator has the discretion to require whatever evidence it
deems necessary to determine whether a distribution is warranted, and may require the
Participant to certify that the need cannot be met from other sources reasonably available to
the Participant. Whether a Participant has incurred an Unforeseeable Emergency will be
determined by the Administrator on the basis of the relevant facts and circumstances in its
sole discretion, but, in no event, will an Unforeseeable Emergency be deemed to exist if the
hardship can be relieved: (a) through reimbursement or compensation by




9-1









 






	 	 	insurance or otherwise, (b) by liquidation of the Participant’s assets to the extent such
liquidation would not itself cause severe financial hardship, or (c) by cessation of
deferrals under the Plan. A distribution due to an Unforeseeable Emergency must be limited
to the amount reasonably necessary to satisfy the emergency need and may include any
amounts necessary to pay any federal, state, foreign or local income taxes and penalties
reasonably anticipated to result from the distribution. The distribution will be made in
the form of a single lump sum cash payment. If permitted by Section 8.01(b) of the
Adoption Agreement, a Participant’s deferral elections for the remainder of the Plan Year
will be cancelled upon a withdrawal due to an Unforeseeable Emergency. If the payment of
all or any portion of the Participant’s vested Account is being delayed in accordance with
Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount being delayed
shall not be subject to the provisions of this Section 9.3 until the expiration of the six
month period of delay required by Section 9.6.






	9.4	 	Payment Election Overrides. If the Plan Sponsor has elected one or more payment election
overrides in accordance with Section 6.01(d) of the Adoption Agreement, the following
provisions apply. Upon the occurrence of the first event selected by the Plan Sponsor, the
remaining vested amount credited to the Participant’s Account shall be paid in the form
designated to the Participant or his Beneficiary regardless of whether the Participant had
made different elections of time and /or form of payment or whether the Participant was
receiving installment payments at the time of the event.
	 
	9.5	 	Cashouts Of Amounts Not Exceeding Stated Limit. If the vested amount credited to the
Participant’s Account and Other Accounts does not exceed the limit established for this
purpose by the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he
undergoes a Separation from Service with the Related Employer for any reason, the Employer
shall distribute such amount to the Participant at the time specified in Section 6.01(a) of
the Adoption Agreement in a single lump sum cash payment following such Separation from
Service regardless of whether the Participant had made different elections of time or form of
payment as to the vested amount credited to his Account or whether the Participant was
receiving installments at the time of such termination. A Participant’s Account, for purposes
of this Section 9.5, shall include any amounts described in Section 1.3. If a distribution
under this Section 9.5 is delayed pursuant to Section 9.6, then in the event the Account and
Other Accounts have increased in value so that their aggregate value exceeds the amount
specified in Section 6.01(e) of the Adoption Agreement, then such Account and Other Accounts
shall instead be paid in accordance with the applicable plan and plans and deferral elections




9-2









 






	 	 	thereunder.






	9.6	 	Required Delay in Payment to Key Employees. Except as otherwise provided in this Section
9.6, a distribution made on account of Separation from Service (or Retirement, if applicable)
to a Participant who is a Key Employee as of the date of his Separation from Service (or
Retirement, if applicable) shall not be made before the date which is six months after the
Separation from Service (or Retirement, if applicable). All Participants shall be treated as
Key Employees.
	 
	 	 	The six month delay does not apply to payments described in Section 9.9(a), (b) or (d)
or to payments that occur after the death of the Participant. If the payment of all or any
portion of the Participant’s vested Account is being delayed in accordance with this
Section 9.6 at the time he incurs a Disability which would otherwise require a distribution
under the terms of the Plan, no amount shall be paid until the expiration of the six month
period of delay required by this Section 9.6.
	 
	9.7	 	Change in Control. If the Plan Sponsor has elected to permit distributions upon a Change in
Control, the following provisions shall apply. A distribution made upon a Change in Control
will be made at the time specified in Section 6.01(a) of the Adoption Agreement in the form
elected by the Participant in accordance with the procedures described in Article 4.
Alternatively, if the Plan Sponsor has elected in accordance with Section 11.02 of the
Adoption Agreement to require distributions upon a Change in Control, the Participant’s
remaining vested Account shall be paid to the Participant or the Participant’s Beneficiary at
the time specified in Section 6.01(a) of the Adoption Agreement as a single lump sum payment.
A Change in Control, for purposes of the Plan, will occur upon a change in the ownership of
the Plan Sponsor, a change in the effective control of the Plan Sponsor or a change in the
ownership of a substantial portion of the assets of the Plan Sponsor, but only if elected by
the Plan Sponsor in Section 11.03 of the Adoption Agreement. The Plan Sponsor, for this
purpose, includes any corporation identified in this Section 9.7. All distributions made in
accordance with this Section 9.7 are subject to the provisions of Section 9.6.
	 
	 	 	If a Participant continues to make deferrals in accordance with Article 4 after he has
received a distribution due to a Change in Control, the residual amount payable to the
Participant shall be paid at the time and in the form specified in the elections he makes
in accordance with Article 4 or upon his death or Disability as provided in Article 8.
	 
	 	 	Whether a Change in Control has occurred will be determined by the




9-3









 






	 	 	Administrator in accordance with the rules and definitions set forth in this Section 9.7.
A distribution to the Participant will be treated as occurring upon a Change in Control if
the Plan Sponsor terminates the Plan in accordance with Section 10.2 and distributes the
Participant’s benefits within twelve months of a Change in Control as provided in Section
10.3.






	 	(a)	 	Relevant Corporations. To constitute a Change in Control for purposes of the
Plan, the event must relate to (i) the corporation for whom the Participant is
performing services at the time of the Change in Control, (ii) the corporation that is
liable for the payment of the Participant’s benefits under the Plan (or all
corporations liable if more than one corporation is liable) but only if either the
deferred compensation is attributable to the performance of services by the
Participant for such corporation (or corporations) or there is a bona fide business
purpose for such corporation (or corporations) to be liable for such payment and, in
either case, no significant purpose of making such corporation (or corporations)
liable for such payment is the avoidance of federal income tax, or (iii) a corporation
that is a majority shareholder of a corporation identified in (i) or (ii), or any
corporation in a chain of corporations in which each corporation is a majority
shareholder of another corporation in the chain, ending in a corporation identified in
(i) or (ii). A majority shareholder is defined as a shareholder owning more than
fifty percent (50%) of the total fair market value and voting power of such
corporation.
	 
	 	(b)	 	Stock Ownership. Code Section 318(a) applies for purposes of determining
stock ownership. Stock underlying a vested option is considered owned by the
individual who owns the vested option (and the stock underlying an unvested option is
not considered owned by the individual who holds the unvested option). If, however, a
vested option is exercisable for stock that is not substantially vested (as defined by
Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying the option is not
treated as owned by the individual who holds the option.
	 
	 	(c)	 	Change in the Ownership of a Corporation. A change in the ownership of a
corporation occurs on the date that any one person or more than one person acting as a
group, acquires ownership of stock of the corporation that, together with stock held
by such person or group, constitutes more than fifty percent (50%) of the total fair
market value or total voting power of the stock of such corporation. If any one
person or more than one person acting as a group is considered to own more than fifty
percent (50%) of the total fair market value or total voting power of the stock of a
corporation, the acquisition of additional stock by the same person or persons is not
considered to cause a change in the ownership of the corporation (or






9-4












 






	 	 	 	to cause a change in the effective control of the corporation as discussed below in
Section 9.7(d)). An increase in the percentage of stock owned by any one person, or
persons acting as a group, as a result of a transaction in which the corporation
acquires its stock in exchange for property will be treated as an acquisition of
stock. Section 9.7(c) applies only when there is a transfer of stock of a
corporation (or issuance of stock of a corporation) and stock in such corporation
remains outstanding after the transaction. For purposes of this Section 9.7(c),
persons will not be considered to be acting as a group solely because they purchase
or own stock of the same corporation at the same time or as a result of a public
offering. Persons will, however, be considered to be acting as a group if they are
owners of a corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with the corporation. If a
person, including an entity, owns stock in both corporations that enter into a
merger, consolidation, purchase or acquisition of stock, or similar transaction,
such shareholder is considered to be acting as a group with other shareholders in a
corporation prior to the transaction giving rise to the change and not with respect
to the ownership interest in the other corporation.
	 
	 	(d)	 	Change in the effective control of a corporation. A change in the effective
control of a corporation occurs on the date that either (i) any one person, or more
than one person acting as a group, acquires (or has acquired during the twelve month
period ending on the date of the most recent acquisition by such person or persons)
ownership of stock of the corporation possessing thirty percent (30%) or more of the
total voting power of the stock of such corporation, or (ii) a majority of members of
the corporation’s board of directors is replaced during any twelve month period by
directors whose appointment or election is not endorsed by a majority of the members
of the corporation’s board of directors prior to the date of the appointment or
election, provided that for purposes of this paragraph (ii), the term corporation
refers solely to the relevant corporation identified in Section 9.7(a) for which no
other corporation is a majority shareholder for purposes of Section 9.7(a). In the
absence of an event described in Section 9.7(d)(i) or (ii), a change in the effective
control of a corporation will not have occurred. A change in effective control may
also occur in any transaction in which either of the two corporations involved in the
transaction has a change in the ownership of such corporation as described in Section
9.7(c) or a change in the ownership of a substantial portion of the assets of such
corporation as described in Section 9.7(e). If any one person, or more than one
person acting as a group, is considered to effectively control a corporation within
the meaning of this Section 9.7(d), the acquisition of additional control of the
corporation by the





9-5









 






	 	 	 	same person or persons is not considered to cause a change in the effective control
of the corporation or to cause a change in the ownership of the corporation within
the meaning of Section 9.7(c). For purposes of this Section 9.7(d), persons will or
will not be considered to be acting as a group in accordance with rules similar to
those set forth in Section 9.7(c) with the following exception. If a person,
including an entity, owns stock in both corporations that enter into a merger,
consolidation, purchase or acquisition of stock, or similar transaction, such
shareholder is considered to be acting as a group with other shareholders in a
corporation only with respect to the ownership in that corporation prior to the
transaction giving rise to the change and not with respect to the ownership interest
in the other corporation.
	 
	 	(e)	 	Change in the ownership of a substantial portion of a corporation’s assets.
A change in the ownership of a substantial portion of a corporation’s assets occurs on
the date that any one person, or more than one person acting as a group (as determined
in accordance with rules similar to those set forth in Section 9.7(d)), acquires (or
has acquired during the twelve month period ending on the date of the most recent
acquisition by such person or persons) assets from the corporation that have a total
gross fair market value equal to or more than forty percent (40%) of the total gross
fair market value of all of the assets of the corporation immediately prior to such
acquisition or acquisitions. For this purpose, gross fair market value means the
value of the assets of the corporation or the value of the assets being disposed of
determined without regard to any liabilities associated with such assets. There is no
Change in Control event under this Section 9.7(e) when there is a transfer to an
entity that is controlled by the shareholders of the transferring corporation
immediately after the transfer. A transfer of assets by a corporation is not treated
as a change in ownership of such assets if the assets are transferred to (i) a
shareholder of the corporation (immediately before the asset transfer) in exchange for
or with respect to its stock, (ii) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the corporation,
(iii) a person, or more than one person acting as a group, that owns, directly or
indirectly, fifty percent (50%) or more of the total value or voting power of all the
outstanding stock of the corporation, or (iv) an entity, at least fifty (50%) of the
total value or voting power of which is owned, directly or indirectly, by a person
described in Section 9.7(e)(iii). For purposes of the foregoing, and except as
otherwise provided, a person’s status is determined immediately after the transfer of
assets.





9-6









 






	9.8	 	Permissible Delays in Payment. Distributions may be delayed beyond the date payment would
otherwise occur in accordance with the provisions of Articles 8 and 9 in any of the following
circumstances as long as the Employer treats all payments to similarly situated Participants
on a reasonably consistent basis.






	 	(a)	 	The Employer may delay payment if it reasonably anticipates that its
deduction with respect to such payment would be limited or eliminated by the
application of Code Section 162(m). Payment must be made during the Participant’s
first taxable year in which the Employer reasonably anticipates, or should reasonably
anticipate, that if the payment is made during such year the deduction of such payment
will not be barred by the application of Code Section 162(m) or during the period
beginning with the Participant’s Separation from Service and ending on the later of
the last day of the Employer’s taxable year in which the Participant separates from
service or the 15th day of the third month following the Participant’s Separation from
Service. If a scheduled payment to a Participant is delayed in accordance with this
Section 9.8(a), all scheduled payments to the Participant that could be delayed in
accordance with this Section 9.8(a) will also be delayed.
	 
	 	(b)	 	The Employer may also delay payment if it reasonably anticipates that the
making of the payment will violate federal securities laws or other applicable laws
provided payment is made at the earliest date on which the Employer reasonably
anticipates that the making of the payment will not cause such violation.
	 
	 	(c)	 	The Employer reserves the right to amend the Plan to provide for a delay in
payment upon such other events and conditions as the Secretary of the Treasury may
prescribe in generally applicable guidance published in the Internal Revenue Bulletin.






	9.9	 	Permitted Acceleration of Payment. The Employer may permit acceleration of the time or
schedule of any payment or amount scheduled to be paid pursuant to a payment under the Plan
provided such acceleration would be permitted by the provisions of Reg. Sec. 1.409A-3(j)(4),
including the following events:






	 	(a)	 	Domestic Relations Order. A payment may be accelerated if such payment is
made to an alternate payee pursuant to and following the receipt and qualification of
a domestic relations order as defined in Code Section 414(p).
	 
	 	(b)	 	Compliance with Ethics Agreements and Legal Requirements. A payment may be
accelerated as may be necessary to comply





9-7









 






	 	 	 	with ethics agreements with the Federal government or as may be reasonably
necessary to avoid the violation of Federal, state, local or foreign ethics law or
conflicts of laws, in accordance with the requirements of Code Section 409A.
	 
	 	(c)	 	De Minimis Amounts. A payment will be accelerated if (i) the amount of the
payment is not greater than the applicable dollar amount under Code Section
402(g)(1)(B), (ii) at the time the payment is made the amount constitutes the
Participant’s entire interest under the Plan and all other plans that are aggregated
with the Plan under Reg. Sec. 1.409A-1(c)(2).
	 
	 	(d)	 	FICA Tax. A payment may be accelerated to the extent required to pay the
Federal Insurance Contributions Act tax imposed under Code Sections 3101, 3121(a) and
3121(v)(2) of the Code with respect to compensation deferred under the Plan (the “FICA
Amount”). Additionally, a payment may be accelerated to pay the income tax on wages
imposed under Code Section 3401 of the Code on the FICA Amount and to pay the
additional income tax at source on wages attributable to the pyramiding Code Section
3401 wages and taxes. The total payment under this subsection (d) may not exceed the
aggregate of the FICA Amount and the income tax withholding related to the FICA
Amount.
	 
	 	(e)	 	Section 409A Additional Tax. A payment may be accelerated if the Plan fails
to meet the requirements of Code Section 409A; provided that such payment may not
exceed the amount required to be included in income as a result of the failure to
comply with the requirements of Code Section 409A.
	 
	 	(f)	 	Offset. A payment may be accelerated in the Employer’s discretion as
satisfaction of a debt of the Participant to the Employer, where such debt is incurred
in the ordinary course of the service relationship between the Participant and the
Employer, the entire amount of the reduction in any of the Employer’s taxable years
does not exceed $5,000, and the reduction is made at the same time and in the same
amount as the debt otherwise would have been due and collected from the Participant.
	 
	 	(g)	 	Other Events. A payment may be accelerated in the Administrator’s discretion
in connection with such other events and conditions as permitted by Code Section 409A.





9-8









 





ARTICLE 10 — AMENDMENT AND TERMINATION





	10.1	 	Amendment by Plan Sponsor. The Plan Sponsor reserves the right to amend the Plan (for itself
and each Employer) through action of its Board of Directors. No amendment can directly or
indirectly deprive any current or former Participant or Beneficiary of all or any portion of
his Account which had accrued and vested prior to the amendment.
	 
	10.2	 	Plan Termination Following Change in Control or Corporate Dissolution. If so elected by the
Plan Sponsor in 11.01 of the Adoption Agreement, the Plan Sponsor reserves the right to
terminate the Plan and distribute all amounts credited to all Participant Accounts within the
30 days preceding or the twelve months following a Change in Control as determined in
accordance with the rules set forth in Section 9.7. For this purpose, the Plan will be treated
as terminated only if all agreements, methods, programs and other arrangements sponsored by
the Related Employer immediately after the Change in Control which are treated as a single
plan under Reg. Sec. 1.409A-1(c)(2) are also terminated so that all participants under the
Plan and all similar arrangements are required to receive all amounts deferred under the
terminated arrangements within twelve months of the date the Plan Sponsor irrevocably takes
all necessary action to terminate the arrangements. In addition, the Plan Sponsor reserves the
right to terminate the Plan within twelve months of a corporate dissolution taxed under Code
Section 331 or with the approval of a bankruptcy court pursuant to 11 U. S. C. Section
503(b)(1)(A) provided that amounts deferred under the Plan are included in the gross incomes
of Participants in the latest of (a) the calendar year in which the termination occurs, (b)
the first calendar year in which the amount is no longer subject to a substantial risk of
forfeiture, or (c) the first calendar year in which payment is administratively practicable.
	 
	10.3	 	Other Plan Terminations. The Plan Sponsor retains the discretion to terminate the Plan if
(a) all arrangements sponsored by the Plan Sponsor that would be aggregated with any
terminated arrangement under Code Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated,
(b) no payments other than payments that would be payable under the terms of the arrangements
if the termination had not occurred are made within twelve months of the termination of the
arrangements, (c) all payments are made within twenty-four months of the termination of the
arrangements, (d) the Plan Sponsor does not adopt a new arrangement that would be aggregated
with any terminated arrangement under Code Section 409A and the regulations thereunder at any
time within the three year period following the date of termination of the arrangement, and
(e) the termination does not occur proximate to a downturn in the financial health of the Plan
sponsor. The Plan Sponsor also reserves the right to amend





10-1









 






	 	 	the Plan to provide that termination of the Plan will occur under such conditions and
events as may be prescribed by the Secretary of the Treasury in generally applicable
guidance published in the Internal Revenue Bulletin.





10-2









 





ARTICLE 11 — THE TRUST





	11.1	 	Establishment of Trust. The Plan Sponsor may but is not required to establish a trust to
hold amounts which the Plan Sponsor may contribute from time to time to correspond to some or
all amounts credited to Participants under Section 6.2. If the Plan Sponsor elects to
establish a trust in accordance with Section 10.01 of the Adoption Agreement, the provisions
of Sections 11.2 and 11.3 shall become operative.
	 
	11.2	 	Grantor Trust. Any trust established by the Plan Sponsor shall be between the Plan Sponsor
and a trustee pursuant to a separate written agreement under which assets are held,
administered and managed, subject to the claims of the Plan Sponsor’s creditors in the event
of the Plan Sponsor’s insolvency. The trust is intended to be treated as a grantor trust
under the Code, and the establishment of the trust shall not cause the Participant to realize
current income on amounts contributed thereto. The Plan Sponsor must notify the trustee in
the event of a bankruptcy or insolvency.
	 
	11.3	 	Investment of Trust Funds. Any amounts contributed to the trust by the Plan Sponsor shall be
invested by the trustee in accordance with the provisions of the trust and the instructions of
the Administrator. Trust investments need not reflect the hypothetical investments selected
by Participants under Section 7.1 for the purpose of adjusting Accounts and the earnings or
investment results of the trust need not affect the hypothetical investment adjustments to
Participant Accounts under the Plan.





11-1









 





ARTICLE 12 — PLAN ADMINISTRATION





	12.1	 	Powers and Responsibilities of the Administrator. The Administrator has the full power and
the full responsibility to administer the Plan in all of its details, subject, however, to the
applicable requirements of ERISA. The Administrator’s powers, discretionary authority and
responsibilities include, but are not limited to, the following:






	 	(a)	 	To make and enforce such rules and procedures as it deems necessary or proper
for the efficient administration of the Plan;
	 
	 	(b)	 	To interpret the Plan, its interpretation thereof to be final, except as
provided in Section 12.2, on all persons claiming benefits under the Plan;
	 
	 	(c)	 	To decide all questions concerning the Plan and the eligibility of any person
to participate in the Plan;
	 
	 	(d)	 	To administer the claims and review procedures specified in Section 12.2;
	 
	 	(e)	 	To compute the amount of benefits which will be payable to any Participant,
former Participant or Beneficiary in accordance with the provisions of the Plan;
	 
	 	(f)	 	To determine the person or persons to whom such benefits will be paid;
	 
	 	(g)	 	To authorize the payment of benefits;
	 
	 	(h)	 	To comply with the reporting and disclosure requirements of Part 1 of
Subtitle B of Title I of ERISA;
	 
	 	(i)	 	To appoint such agents, counsel, accountants, and consultants as may be
required to assist in administering the Plan;
	 
	 	(j)	 	By written instrument, to allocate and delegate its responsibilities,
including the formation of an Administrative Committee to administer the Plan.





12-1









 






	12.2	 	Claims and Review Procedures.






	 	(a)	 	Claims Procedure.






	 	 	 	If any person believes he is being denied any rights or benefits under the Plan,
such person may file a claim in writing with the Administrator. If any such claim
is wholly or partially denied, the Administrator will notify such person of its
decision in writing. Such notification will contain (i) specific reasons for the
denial, (ii) specific reference to pertinent Plan provisions, (iii) a description
of any additional material or information necessary for such person to perfect such
claim and an explanation of why such material or information is necessary, and (iv)
a description of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the person’s right to bring a civil
action following an adverse decision on review. Such notification will be given
within 90 days after the claim is received by the Administrator. The Administrator
may extend the period for providing the notification by 90 days if special
circumstances require an extension of time for processing the claim and if written
notice of such extension and circumstance is given to such person within the
initial 90 day period. If such notification is not given within such period, the
claim will be considered denied as of the last day of such period and such person
may request a review of his claim.






	 	(b)	 	Review Procedure.






	 	 	 	Within 60 days after the date on which a person receives a written notification of
denial of claim (or, if written notification is not provided, within 60 days of the
date denial is considered to have occurred), such person (or his duly authorized
representative) may (i) file a written request with the Administrator for a review
of his denied claim and of pertinent documents and (ii) submit written issues and
comments to the Administrator. The Administrator will notify such person of its
decision in writing. Such notification will be written in a manner calculated to
be understood by such person and will contain specific reasons for the decision as
well as specific references to pertinent Plan provisions. The notification will
explain that the person is entitled to receive, upon request and free of charge,
reasonable access to and copies of all pertinent documents and has the right to
bring a civil action following an adverse decision on review. The decision on
review will be made within 60 days. The Administrator may extend the period for
making the





12-2









 






	 	 	 	decision on review by 60 days if special circumstances require an extension of time
for processing the request such as an election by the Administrator to hold a
hearing, and if written notice of such extension and circumstances is given to such
person within the initial 60-day period. If the decision on review is not made
within such period, the claim will be considered denied.






	 	(c)	 	Special Procedure for Claims Due to Disability.






	 	 	 	To the extent an application for distribution as a result of a Disability requires
the Administrator or the panel reviewing the Administrator’s determination, as
applicable, to make a determination of Disability under the terms of the Plan, then
such determination shall be subject to all of the general rules described in this
Section, except as they are expressly modified by this Section 12(c).






	 	(i)	 	The initial decision on the claim for a Disability
distribution will be made within forty-five (45) days after the Plan receives
the claimant’s claim, unless special circumstances require additional time, in
which case the Administrator will notify the claimant before the end of the
initial forty-five (45)-day period of an extension of up to thirty (30) days.
If necessary, the Administrator may notify the claimant, prior to the end of
the initial thirty (30)-day extension period, of a second extension of up to
thirty (30) days. If an extension is due to the claimant’s failure to supply
the necessary information, then the notice of extension will describe the
additional information and the claimant will have forty-five (45) days to
provide the additional information. Moreover, the period for making the
determination will be delayed from the date the notification of extension was
sent out until the claimant responds to the request for additional
information. No additional extensions may be made, except with the claimant’s
voluntary consent. The contents of the notice shall be the same as described
in Section 12(a) above. If a disability distribution claim is denied in whole
or in part, then the claimant will receive notification, as described in
Section 12(a).
	 
	 	(ii)	 	If an internal rule, guideline, protocol or similar criterion
is relied upon in making the adverse determination, then the denial notice to
the claimant will either set forth the internal rule, guideline, protocol or
similar criterion, or will state that such was relied upon and will be
provided free of charge to the claimant upon request (to the extent not
legally-




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	 	 	 	privileged) and if the claimant’s claim was denied based on a medical
necessity or experimental treatment or similar exclusion or limit, then
the claimant will be provided a statement either explaining the decision
or indicating that an explanation will be provided to the claimant free of
charge upon request.
	 	(iii)	 	Any claimant whose application for a Disability distribution
is denied in whole or in part, may appeal the denial by submitting to the
panel reviewing the administrator’s determination (the “Review Panel”) a
request for a review of the application within one hundred and eighty (180)
days after receiving notice of the denial. The request for review shall be in
the form and manner prescribed by the Review Panel. In the event of such an
appeal for review, the provisions of Section 12(b) regarding the claimant’s
rights and responsibilities shall apply. Upon request, the Review Panel will
identify any medical or vocational expert whose advice was obtained on behalf
of the Review Panel in connection with the denial, without regard to whether
the advice was relied upon in making the determination. The entity or
individual appointed by the Review Panel to review the claim will consider the
appeal de novo, without any deference to the initial denial. The review will
not include any person who participated in the initial denial or who is the
subordinate of a person who participated in the initial denial.
	 
	 	(iv)	 	If the initial Disability distribution denial was based in
whole or in part on a medical judgment, then the Review Panel will consult
with a health care professional who has appropriate training and experience in
the field of medicine involved in the medical judgment, and who was neither
consulted in connection with the initial determination nor is the subordinate
of any person who was consulted in connection with that determination; and
upon notifying the claimant of an adverse determination on review, include in
the notice either an explanation of the clinical basis for the determination,
applying the terms of the Plan to the claimant’s medical circumstances, or a
statement that such explanation will be provided free of charge upon request.
	 
	 	(v)	 	A decision on review shall be made promptly, but not later
than forty-five (45) days after receipt of a request for review, unless
special circumstances require an extension of time for processing. If an
extension is required, the claimant will




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	 	 	 	be notified before the end of the initial forty-five (45)-day period that
an extension of time is required and the anticipated date that the review
will be completed. A decision will be given as soon as possible, but not
later than ninety (90) days after receipt of a request for review. The
Review Panel shall give notice of its decision to the claimant; such
notice shall comply with the requirements set forth in paragraph (h)
above. In addition, if the claimant’s claim was denied based on a medical
necessity or experimental treatment or similar exclusion, then the
claimant will be provided a statement explaining the decision, or a
statement providing that such explanation will be furnished to the
claimant free of charge upon request. The notice shall also contain the
following statement: “You and your Plan may have other voluntary
alternative dispute resolution options, such as mediation. One way to
find out what may be available is to contact your local U.S. Department of
Labor Office and your State insurance regulatory agency.”






	 	(d)	 	Exhaustion of Claims Procedure and Right to Bring Legal Claim.






	 	 	 	No action in law or equity shall be brought more than one (1) year after
the Review Panel’s affirmation of a denial of the claim, or, if earlier,
more than four (4) years after the facts or events giving rise to the
claimant’s allegation(s) or claim(s) first occurred.






	12.3	 	Plan Administrative Costs. All reasonable costs and expenses (including legal, accounting,
and employee communication fees) incurred by the Administrator in administering the Plan shall
be paid by the Plan to the extent not paid by the Employer.





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ARTICLE 13 — MISCELLANEOUS





	13.1	 	Unsecured General Creditor of the Employer. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or claims in any
property or assets of the Employer. For purposes of the payment of benefits under the Plan,
any and all of the Employer’s assets shall be, and shall remain, the general, unpledged,
unrestricted assets of the Employer. Each Employer’s obligation under the Plan shall be
merely that of an unfunded and unsecured promise to pay money in the future.
	 
	13.2	 	Employer’s Liability. Each Employer’s liability for the payment of benefits under the Plan
shall be defined only by the Plan and by the deferral agreements entered into between a
Participant and the Employer. An Employer shall have no obligation or liability to a
Participant under the Plan except as provided by the Plan and a deferral agreement or
agreements. An Employer shall have no liability to Participants employed by other Employers.
	 
	13.3	 	Limitation of Rights. Neither the establishment of the Plan, nor any amendment thereof, nor
the creation of any fund or account, nor the payment of any benefits, will be construed as
giving to the Participant or any other person any legal or equitable right against the
Employer, the Plan or the Administrator, except as provided herein; and in no event will the
terms of employment or service of the Participant be modified or in any way affected hereby.
	 
	13.4	 	Anti-Assignment. Except as may be necessary to fulfill a domestic relations order within the
meaning of Code Section 414(p), none of the benefits or rights of a Participant or any
Beneficiary of a Participant shall be subject to the claim of any creditor. In particular, to
the fullest extent permitted by law, all such benefits and rights shall be free from
attachment, garnishment, or any other legal or equitable process available to any creditor of
the Participant and his or her Beneficiary. Neither the Participant nor his or her
Beneficiary shall have the right to alienate, anticipate, commute, pledge, encumber, or assign
any of the payments which he or she may expect to receive, contingently or otherwise, under
the Plan, except the right to designate a Beneficiary to receive death benefits provided
hereunder. Notwithstanding the preceding, the benefit payable from a Participant’s Account
may be reduced, at the discretion of the administrator, to satisfy any debt or liability to
the Employer.
	 
	13.5	 	Facility of Payment. If the Administrator determines, on the basis of medical reports or
other evidence satisfactory to the Administrator, that the recipient of any benefit payments
under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity
or other incapacity, the Administrator may direct the Employer to disburse such payments to a
person or institution designated by a court which has jurisdiction over such recipient or a
person or institution otherwise having the legal authority under State law for the care and
control of such recipient. The receipt by such person or institution of any such





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	 	 	payments therefore, and any such payment to the extent thereof, shall discharge the
liability of the Employer, the Plan and the Administrator for the payment of benefits
hereunder to such recipient.
	 
	13.6	 	Notices. Any notice or other communication to the Employer or Administrator in connection
with the Plan shall be deemed delivered in writing if addressed to the Plan Sponsor at the
address specified in Section 1.03 of the Adoption Agreement and if either actually delivered
at said address or, in the case or a letter, 5 business days shall have elapsed after the same
shall have been deposited in the United States mails, first-class postage prepaid and
registered or certified.
	 
	13.7	 	Tax Withholding. If the Employer concludes that tax is owing with respect to any deferral or
payment hereunder, the Employer shall withhold such amounts from any payments due the
Participant, as permitted by law, or otherwise make appropriate arrangements with the
Participant or his Beneficiary for satisfaction of such obligation. Tax, for purposes of this
Section 13.7 means any federal, state, local or any other governmental income tax, employment
or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts
deferred, any earnings thereon, and any payments made to Participants under the Plan.
	 
	13.8	 	Indemnification. (a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and
held harmless by the Employer for all actions taken by him and for all failures to take action
(regardless of the date of any such action or failure to take action), to the fullest extent
permitted by the law of the jurisdiction in which the Employer is incorporated, against all
expense, liability, and loss (including, without limitation, attorneys’ fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding (as defined in Subsection (e)).
No indemnification pursuant to this Section shall be made, however, in any case where (1) the
act or failure to act giving rise to the claim for indemnification is determined by a court to
have constituted gross negligence, willful misconduct or recklessness or (2) there is a
settlement to which the Employer does not consent.






(b) The right to indemnification provided in this Section shall include the right to have
the expenses incurred by the Indemnitee in defending any Proceeding paid by the Employer in
advance of the final disposition of the Proceeding, to the fullest extent permitted by the
law of the jurisdiction in which the Employer is incorporated; provided that, if such law
requires, the payment of such expenses incurred by the Indemnitee in advance of the final
disposition of a Proceeding shall be made only on delivery to the Employer of an
undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced without
interest if it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified under this Section or otherwise.




(c) Indemnification pursuant to this Section shall continue as to an Indemnitee who has
ceased to be such and shall inure to the benefit of his heirs, executors, and
administrators. The Employer agrees that the undertakings made in this Section shall be
binding on its successors or assigns and shall survive the termination, amendment or
restatement of the Plan.



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(d) The foregoing right to indemnification shall be in addition to such other rights as the
Indemnitee may enjoy as a matter of law or by reason of insurance coverage of any kind and
is in addition to and not in lieu of any rights to indemnification to which the Indemnitee
may be entitled pursuant to the by-laws of the Employer.




(e) For the purposes of this Section, the following definitions shall apply:




(1) “Indemnitee” shall mean each person serving as an Administrator (or any other person
who is an employee, director, or officer of the Employer) who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any Proceeding, by reason of
the fact that he is or was performing administrative functions under the Plan.




(2) “Proceeding” shall mean any threatened, pending, or completed action, suit, or
proceeding (including, without limitation, an action, suit, or proceeding by or in the right
of the Employer), whether civil, criminal, administrative, investigative, or through
arbitration.




	13.9	 	Successors. The provisions of the Plan shall bind and inure to the benefit of the Plan
Sponsor, the Employer and their successors and assigns and the Participant and the
Participant’s designated Beneficiaries.
	 
	13.10	 	Disclaimer. It is the Plan Sponsor’s intention that the Plan comply with the requirements of
Code Section 409A. Neither the Plan Sponsor nor the Employer shall have any liability to any
Participant should any provision of the Plan fail to satisfy the requirements of Code Section
409A.
	 
	13.11	 	Governing Law. The Plan will be construed, administered and enforced according to the laws
of the State specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement.






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