Unassociated Document


    AMENDED
      AND RESTATED

    HARRIS
      & HARRIS GROUP, INC

    EXECUTIVE
      MANDATORY RETIREMENT BENEFIT PLAN

    


    SECTION
      I 

     

    PURPOSE

     

    1.1    Purpose.
      The
      purpose of this Amended and Restated Harris & Harris Group, Inc. Executive
      Mandatory Retirement Benefit Plan (the “Plan”) is to provide those employees of
      Harris & Harris Group, Inc. who are required to retire pursuant to the
      Harris & Harris Group, Inc. Executive Mandatory Retirement Program with a
      nonforfeitable retirement benefit which will satisfy the requirements for
      exempting those employees from any prohibitions against mandatory retirement
      which might otherwise apply under any age discrimination laws applicable to
      such
      terminations of employment. This Plan was originally effective March 20, 2003
      and is hereby amended and restated effective January 1, 2005 for compliance
      with
      Code Section 409A. 

     

    SECTION
      II 

     

    DEFINITIONS

     

    2.1    Definitions.
      The
      following definitions shall apply for purposes of the Plan, unless a different
      meaning is plainly indicated by the context:

     

    (a)    Age
      Discrimination Acts
      shall
      mean, collectively, the federal Age Discrimination in Employment Act, 29 U.S.C.
      § 621 et seq., the New York State Human Rights Law, N.Y. Exec. Law § 290 et
      seq., the New York City Human Rights Law, § 8-107 and any other applicable law
      pertaining to age discrimination, as well as any regulations promulgated under
      any such law.

     

    (b)    Board
      shall
      mean the Board of Directors of the Company, as constituted from time to
      time.

     

    (c)    Code
      shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

     

    (d)    Committee
      shall
      mean a committee to administer the Program which shall be comprised of all
      members of the Company’s Board of Directors serving from time to time who would
      be treated as “non-interested directors” for purposes of determining eligibility
      for service on the Board’s Audit Committee.

     

    (e)    Company
      shall
      mean Harris & Harris Group, Inc., and any successor to all or a major
      portion of its assets or business, which successor assumes the obligations
      of
      the Company under this Plan by operation of law or otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    Effective
      Mandatory Retirement Date
      shall be
      the date on which an employee’s employment is actually terminated in a mandatory
      retirement pursuant to the Program (whether such date is the Initial Mandatory
      Retirement Date or a later date). 

     

    (g)    ERISA
      shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time.

     

    (h)    Initial
      Mandatory Retirement Date,
      for an
      employee of the Company who has been designated as subject to the Program,
      shall
      be December 31 of the year in which the employee attains the age of 65 years
      (or
      December 31 of such later year as the two-year “bona fide executive or high
      policymaking position” employment requirement of the Program is first met by the
      employee); provided, however, that the employee’s mandatory retirement can be
      postponed in accordance with the Program.

     

    (i)    Mandatory
      Retirement Benefit Amount
      shall
      mean the lump sum equivalent of a nonforfeitable retirement benefit (within
      the
      meaning of, and calculated in accordance with, the Age Discrimination Acts)
      which will satisfy the requirements for exempting the Participant from any
      prohibitions against compulsory retirement under the Age Discrimination Acts
      immediately prior to the Participant’s Effective Mandatory Retirement Date. As
      of the original effective date of this Plan, the Mandatory Retirement Benefit
      Amount is the lump sum equivalent of an immediate nonforfeitable straight life
      annuity (with no ancillary benefits) of $44,000.

     

    (j)    Offsetting
      Benefit Amount
      shall
      mean the aggregate lump sum equivalent of those benefits to which a Participant
      is entitled outside of the Plan which are treated as immediate nonforfeitable
      retirement benefits pursuant to the Age Discrimination Acts. The Offsetting
      Benefit Amount shall be calculated by adjusting the relevant benefits to lump
      sum equivalents in accordance with the Age Discrimination Acts.

     

    (k)    Participant
      shall
      mean any employee of the Company who is being required to retire pursuant to
      the
      Harris & Harris Group, Inc. Executive Mandatory Retirement Program and
      participation shall begin immediately prior to the employee’s Effective
      Mandatory Retirement Date.

     

    (l)    Plan
      shall
      mean this Harris & Harris Group, Inc. Executive Mandatory Retirement Benefit
      Plan, as set forth in this plan instrument, as it may be amended from time
      to
      time.

     

    (m)    Plan
      Benefit
      shall
      mean the benefit payable to a Participant hereunder and calculated pursuant
      to
      Section 3.1 hereof.

     

    (n)    Program
      shall
      mean the Harris & Harris Group, Inc. Executive Retirement Program, as it may
      be amended from time to time, attached hereto as Exhibit A.

     

    
      
        
        

      

      
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    SECTION
      III

     

    BENEFITS

     

    3.1    Plan
      Benefit.
      Each
      Participant shall be entitled under this Plan to receive a Plan Benefit
      actuarially equivalent to the result obtained by reducing the Mandatory
      Retirement Benefit Amount by the Participant’s Offsetting Benefit Amount (if
      any), but only if such result is a positive amount. 

     

    3.2    Payment
      of Plan Benefit.
      

     

    (a)    The
      Plan
      Benefit shall be payable to the Participant in the form of a lump sum six months
      and one day after the Participant’s separation from service, provided that if
      the Participant is not a key employee as defined in Code Section 416 and as
      applicable under Code Section 409A, such benefit shall be paid 60 days after
      the
      participant's separation from service. Calculation of the lump sum benefit
      shall
      be made in accordance with the Age Discrimination Acts. A Participant's
      separation from service for this purpose occurs on the last day on which the
      Employee performs services for the Company (or any other entity considered
      a
      single employer with the Company under Section 414(b) or (c) of the Code)
      substantially on his regular, full-time schedule, if on that date both the
      Company and the Employee reasonably anticipate that (i) no further services
      will
      be performed thereafter, or (ii) the level of bona fide services performed
      after
      that date (as an employee or independent contractor, but not including service
      as a member of the Board of Directors of the Company) will permanently decrease
      to no more than 20% of the average level of bona fide services performed over
      the previous 36 months, or on such later date on which the parties first
      reasonably anticipate service has reduced in such manner.

     

    (b)    Section
      3.2(a) shall not apply to payment of Plan Benefits to a Participant whose
      Effective Mandatory Retirement Date was on or before December 31, 2004. The
      terms of the Plan prior to this Amendment shall control the timing of payment,
      except that neither the Company nor the Participant may adjust or change the
      timing of payment. 

     

    3.2    Vesting.
      Each
      Participant shall become completely vested in his or her Plan Benefit
      immediately prior to his or her Effective Mandatory Retirement Date and the
      Plan
      Benefit shall be nonforfeitable.

     

    SECTION
      IV

     

    ADMINISTRATION

     

    4.1    Administration.
      The
      Plan shall be administered by the Committee.

     

    4.2    Duties.
      The
      Committee shall perform the duties required, and shall have the powers
      necessary, to administer the Plan and carry out the provisions
      thereof.

     

    4.3    Powers.
      The
      powers of the Committee shall be as follows:

     

    
      
        
        

      

      
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    (a)    To
      determine any question arising in connection with the Plan, including factual
      matters, and its decision or action in respect thereof shall be final,
      conclusive and binding upon the Company and the Participants and any other
      individual interested herein;

     

    (b)    To
      engage
      the services of counsel or attorney (who may be counsel or attorney for the
      Company) and an actuary, if it deems necessary, and such other agents or
      assistants as it deems advisable for the proper administration of the Plan;
      and

     

    (c)    To
      receive from the Company and from Participants such information as shall be
      necessary for the proper administration of the Plan.

     

    4.4    Claims
      Procedure.
      Subject
      to the provisions of this Plan, the Committee shall make all determinations
      as
      to the right of any individual to a benefit. Any denial by the Committee of
      the
      claim for benefits under the Plan by a Participant or any other individual
      interested herein shall be stated in writing by the Committee and delivered
      or
      mailed to the Participant or such individual. Such notice shall set forth the
      specific reasons for the denial, written to the best of the Committee’s ability
      in a manner that may be understood without legal or actuarial counsel. In
      addition, the Committee shall afford to any Participant whose claim for benefits
      has been denied a reasonable opportunity for a review of the decision denying
      the claim.

     

    SECTION
      V

     

    NONALIENATION
      OF BENEFITS

     

    Neither
      the Participant nor any other individual shall have any right to assign or
      otherwise to alienate the right to receive payments under the Plan, in whole
      or
      in part.

     

    SECTION
      VI

     

    AMENDMENT
      AND TERMINATION

     

    The
      Company reserves the right at any time by action of the Board to terminate
      the
      Plan or to amend its provisions in any way. Notwithstanding the foregoing,
      no
      termination or amendment of the Plan may reduce the benefits payable under
      the
      Plan to the Participant if the Participant’s termination of employment with the
      Company has occurred prior to such termination of the Plan or amendment of
      its
      provisions.

     

    SECTION
      VII 

     

    MISCELLANEOUS

     

    7.1    No
      Right to Employment.
      This
      Plan shall not be construed as providing any Participant with the right to
      be
      retained in the Company’s employ or to receive any benefit not specifically
      provided hereunder.

     

    
      
        
        

      

      
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    7.2    No
      Effect on Other Compensation and Benefits.
      Nothing
      contained herein shall exclude or in any manner modify or otherwise affect
      any
      existing or future rights of any Participant to participate in and receive
      the
      benefits of any compensation, bonus, pension, life insurance, medical and
      hospitalization insurance or other employee benefit plan or program to which
      he
      or she otherwise might be or become entitled as an officer or employee of the
      Company.

     

    7.3    Governing
      Law.
      This
      Plan shall be construed in accordance with and governed by the laws of the
      State
      of New York, without regard to its conflicts of law principles.

     

    7.4    Status.
      This
      Plan is not intended to satisfy the requirements for qualification under Section
      401(a) of the Code. It is intended to be a nonqualified plan that is not subject
      to ERISA. The Plan shall be construed and administered so as to effectuate
      this
      intent.

     

    7.5    Plan
      Expenses; Plan Unfunded.
      All
      expenses of establishing and administering the Plan shall be paid by the
      Company. No individual interested herein shall have any interest in any specific
      assets of the Company by reason of the individual’s interest under the Plan, and
      such individuals shall have only the status of unsecured creditors of the
      Company with respect to any benefits that become payable under this Plan. The
      Company is not required to purchase any annuity from any third party to provide
      a Plan Benefit.

     

    7.6    Successors.
      The
      Company shall require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to expressly assume the Company’s obligations
      hereunder in the same manner and to the same extent that the Company would
      be
      required to perform if no such succession had taken place.

     

    7.7    Withholding
      Requirements.
      Payment
      of benefits under this Plan shall be subject to applicable withholding
      requirements.

     

    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
      duly authorized officer as of January 1, 2005, but actually on the date set
      forth below

     

    
      	 	 	 
	 	HARRIS
&
              HARRIS GROUP, INC.
	 
 	 
 	 
 
	 	 	/s/ Douglas
              W. Jamison
	 	
              
Douglas
              W. Jamison, President 
	 	 
	 	Date: August
              2, 2007


    

     

    
      
        
        

      

      
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    HARRIS
      & HARRIS GROUP, INC.

    EXECUTIVE
      MANDATORY RETIREMENT PROGRAM

    


    1.    Employees
      Covered.
      Individuals who are employed by Harris & Harris Group, Inc. (the “Company”)
      in a bona fide executive or high policymaking position (as determined in
      accordance with the “Age Discrimination Acts”) and who are designated in the
      sole discretion of the “Committee” as subject to this Program are subject to
      automatic “mandatory retirement” upon and after December 31 of the year in which
      a designated individual attains the age of 65 years (or December 31 of such
      later year as the two-year employment position requirement set forth in the
      next
      sentence is first met). The designated individual must have been employed in
      such a bona fide executive or high policymaking position for at least the
      two-year period immediately preceding the effective mandatory retirement date.
      Notwithstanding the foregoing, the Committee may determine, in its sole
      discretion and on an annual basis beginning in the year in which the designated
      individual attains the age of 65 years and prior to December 31 of that year
      (or
      prior to December 31 of such later year as the two-year employment position
      requirement is first met), to postpone the then-governing mandatory retirement
      date for that individual for one additional year for the benefit of the
      Company.

     

    2.    Definitions.
      The
      following definitions shall apply for purposes of the Program, unless a
      different meaning is plainly indicated by the context:

     

    A.    “Age
      Discrimination Acts” shall mean, collectively, the federal Age Discrimination in
      Employment Act, 29 U.S.C. § 621 et seq., the New York State Human Rights Law,
      N.Y. Exec. Law § 290 et seq., the New York City Human Rights Law, § 8-107 and
      any other applicable law pertaining to age discrimination, as well as any
      regulations promulgated under any such law.

     

    B.    “Committee”
      shall mean a committee to administer the Program which shall be comprised of
      all
      members of the Company’s Board of Directors serving from time to time who would
      be treated as “non-interested directors” for purposes of determining eligibility
      for service on the Board’s Audit Committee.

     

    C.    “Company”
      shall mean Harris & Harris Group, Inc., a New York corporation, and any
      successor thereto.

     

    D.    “Mandatory
      retirement” shall have the meaning given “compulsory retirement” by and under
      the Age Discrimination Acts.

     

    E.    “Program”
      shall mean this Executive Mandatory Retirement Program, as it may be amended
      from time to time.