Exhibit 10.1


    

      Exhibit
        10.1

      


      


      


      


      


      


      


      


      


      


      


      The
        CORPORATEplan for
        RetirementSM

      EXECUTIVE
        PLAN

      


      BASIC
        PLAN DOCUMENT

      


      


      


      


      


      


      


      


      


      


       

      


      


      


      


      IMPORTANT
        NOTE

      


      This
        document has not been approved by the Department of Labor, the 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 the Employee Retirement Income Security Act with respect to the Employers
        particular situation. Fidelity Management Trust 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.


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      


      CORPORATEplan
        for EXECUTIVE

      BASIC
        PLAN DOCUMENT

      


      
        	
                ARTICLE
                  1

              	 
	 	
                ADOPTION
                  AGREEMENT

              
	 	 	 	 
	
                ARTICLE
                  2

              	 
	 	
                DEFINITIONS

              
	 	 	 	 
	
                2.01

              	
                -

              	
                Definitions

              
	 	 	 
	
                ARTICLE
                  3

              
	 	
                PARTICIPATION

              
	 	 	 
	
                3.01

              	
                -

              	
                Date
                  of Participation

              
	
                3.02

              	
                -

              	
                Resumption
                  of Participation Following Re employment

              
	
                3.03

              	
                -

              	
                Cessation
                  or Resumption of Participation Following a Change in
                  Status

              
	 	 	 
	
                ARTICLE
                  4

              
	 	
                CONTRIBUTIONS

              
	 	 	 
	
                4.01

              	
                -

              	
                Deferral
                  Contributions

              
	
                4.02

              	
                -

              	
                Matching
                  Contributions

              
	
                4.03

              	
                -

              	
                Employer
                  Contributions

              
	
                4.04

              	
                -

              	
                Time
                  of Making Contributions

              
	 	 	 
	
                ARTICLE
                  5

              
	 	
                PARTICIPANTS’
                  ACCOUNTS

              
	 	 	 
	
                5.01

              	
                -

              	
                Individual
                  Accounts

              
	 	 	 
	
                ARTICLE
                  6

              
	 	
                INVESTMENT
                  OF CONTRIBUTIONS

              
	 	 	 
	
                6.01

              	
                -

              	
                Manner
                  of Investment

              
	
                6.02

              	
                -

              	
                Investment
                  Decisions

              
	 	 	 
	
                ARTICLE
                  7

              
	 	
                RIGHT
                  TO BENEFITS

              
	
                7.01

              	
                -

              	
                Normal
                  or Early Retirement

              
	
                7.02

              	
                -

              	
                Death

              
	
                7.03

              	
                -

              	
                Other
                  Termination of Employment

              
	
                7.04

              	
                -

              	
                Separate
                  Account

              
	
                7.05

              	
                -

              	
                Forfeitures

              
	
                7.06

              	
                -

              	
                Adjustment
                  for Investment Experience

              
	
                7.07

              	
                -

              	
                Unforeseeable
                  Emergency Withdrawals

              
	
                7.08

              	
                -

              	
                Change
                  in Control

              


      

      



      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      


      
        	
                ARTICLE
                  8

              
	 	
                DISTRIBUTION
                  OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE

              
	 	 	 
	
                8.01

              	
                -

              	
                Distribution
                  of Benefits to Participants and Beneficiaries

              
	
                8.02

              	
                -

              	
                Determination
                  of Method of Distribution

              
	
                8.03

              	
                -

              	
                Notice
                  to Trustee

              
	
                8.04

              	
                -

              	
                Time
                  of Distribution

              
	 	 	 
	
                ARTICLE
                  9

              
	 	
                AMENDMENT
                  AND TERMINATION

              
	 	 	 
	
                9.01

              	
                -

              	
                Amendment
                  by Employer

              
	
                9.02

              	
                -

              	
                Retroactive
                  Amendments

              
	
                9.03

              	
                -

              	
                Termination

              
	
                9.04

              	
                -

              	
                Distribution
                  Upon Termination of the Plan

              
	 	 	 
	
                ARTICLE
                  10

              
	 	
                MISCELLANEOUS

              
	 	 	 
	
                10.01

              	
                -

              	
                Communication
                  to Participants

              
	
                10.02

              	
                -

              	
                Limitation
                  of Rights

              
	
                10.03

              	
                -

              	
                Nonalienability
                  of Benefits

              
	
                10.04

              	
                -

              	
                Facility
                  of Payment

              
	
                10.05

              	
                -

              	
                Information
                  between Employer and Trustee

              
	
                10.06

              	
                -

              	
                Notices

              
	
                10.07

              	
                -

              	
                Governing
                  Law

              
	 	 	 
	
                ARTICLE
                  11

              
	 	
                PLAN
                  ADMINISTRATION

              
	 	 	 
	
                11.01

              	
                -

              	
                Powers
                  and responsibilities of the Administrator

              
	
                11.02

              	
                -

              	
                Nondiscriminatory
                  Exercise of Authority

              
	
                11.03

              	
                -

              	
                Claims
                  and Review Procedures

              


      

      


      


       


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      


      PREAMBLE

      


      It
        is the intention of the Employer to establish herein an unfunded plan maintained
        solely for the purpose of providing deferred compensation for a select group
        of
        management or highly compensated employees as provided in
        ERISA.

      


      Article
        1. Adoption
        Agreement.

      


      Article
        2. Definitions.

      


      2.01. Definitions.

      


      (a) Wherever
        used herein, the following terms have the meanings set forth below, unless
        a
        different meaning is clearly required by the context:

      


      (1) “Account”
        means an account established on the books of the Employer for the purpose
        of
        recording amounts credited on behalf of a Participant and any income, expenses,
        gains or losses included thereon.

      


      (2) “Administrator”
        means the Employer adopting this Plan, or other person designated by the
        Employer in Section 1.01(b).

      


      (3) “Adoption
        Agreement” means Article 1, under which the Employer establishes and adopts or
        amends the Plan and designates the optional provisions selected by the Employer.
        The provisions of the Adoption Agreement shall be an integral part of the
        Plan.

      


      (4) “Beneficiary”
        means the person or persons entitled under Section 7.02 to receive benefits
        under the Plan upon the death of a Participant.

      


      (5) “Bonus”
        means any performance-based Compensation based on services performed for
        the
        Employer over a period of at least 12 months.

      


      (6) “Change
        of Control” means a change in the ownership or effective control of the
        Employer, or a substantial portion of the Employer’s assets as defined in the
        regulations under Code Section 409A.

      


      (7) “Code”
        means the Internal Revenue Code of 1986, as amended from time to
        time.

      



      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      (8) “Compensation”
        means for purposes of Article 4 (Contributions) wages as defined in Section
        3401(a) of the Code and all other payments of compensation to an employee
        by the
        Employer (in the course of the Employer’s trade or business) for which the
        Employer is required to furnish the employee a written statement under Section
        6041(d) and 6051(a)(3) of the Code, excluding any items elected by the Employer
        in Section 1.04, reimbursements or other expense allowances, fringe benefits
        (cash and non-cash), moving expenses, deferred compensation and welfare
        benefits, but including amounts that are not includable in the gross income
        of
        the Participant under a salary reduction agreement by reason of the application
        of Sections 125, 132(f)(4), 402(e)(3), 402(h) or 403(b) of the Code.
        Compensation shall be determined without regard to any rules under Section
        3401(a) of the Code that limit the remuneration included in wages based on
        the
        nature or location of the employment or the services performed (such as the
        exception for agricultural labor in Section 3401(a)(2) of the
        Code).

       

      Compensation
        shall also include amounts deferred pursuant to an election under Section
        4.01.

       

      In
        the
        case of any Self-Employed Individual or an Owner-Employee, Compensation means
        the Self-Employed Individual’s Earned income.

      


      (9) “Earned
        Income” means the net earnings of a Self-Employed Individual derived from the
        trade or business with respect to which the Plan is established and for which
        the personal services of such individual are a material income-providing
        factor,
        excluding any items not included in gross income and the deductions allocated
        to
        such items, except that for taxable years beginning after December 31, 1989
        net
        earnings shall be determined with regard to the deduction allowed under Section
        164(f) of the Code, to the extent applicable to the Employer. Net earnings
        shall
        be reduced by contributions of the Employer to any qualified plan, to the
        extent
        a deduction is allowed to the Employer for such contributions under Section
        404
        of the Code.

      


      (10) “Employee”
        means any employee of the Employer, Self-Employed Individual or
        Owner-Employee.

      


      (11) “Employer”
        means the employer named in Section 1.02(a) and any Related Employers designated
        in Section 1.02(b).

      


      (12) “Employment
        Commencement Date” means the date on which the Employee first performs an Hour
        of Service.

      


      (13) “Entry
        Date” means the date(s) designated in Section 1.03(b).

      


      (14) “ERISA”
        means the Employee Retirement Income Security Act of 1974, as from time to
        time
        amended.

      



      
        
          
          

        

        
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      (15) “Fund
        Share” means the share, unit, or other evidence of ownership in a Permissible
        Investment.

      


      (16) “Hour
        of
        Service” means, with respect to any Employee,

      


      (A) Each
        hour
        for which the Employee is directly or indirectly paid, or entitled to payment,
        for the performance of duties for the Employer or a Related Employer, each
        such
        hour to be credited to the Employee for the computation period in which the
        duties were performed;

      


      (B) Each
        hour
        for which the Employee is directly or indirectly paid, or entitled to payment,
        by the Employer or Related Employer (including payments made or due from
        a trust
        fund or insurer to which the Employer contributes or pays premiums) on account
        of a period of time during which no duties are performed (irrespective of
        whether the employment relationship has terminated) due to vacation, holiday,
        illness, incapacity, disability, layoff, jury duty, military duty, or leave
        of
        absence, each such hour to be credited to the Employee for the Eligibility
        Computation Period in which such period of time occurs, subject to the following
        rules:

      


      (i)
        No
        more than 501 Hours of Service shall be credited under this paragraph (B)
        on
        account of any single continuous period during which the Employee performs
        no
        duties;

       

      (ii)
        Hours of Service shall not be credited under this paragraph (B) for a payment
        which solely reimburses the Employee for medically-related expenses, or which
        is
        made or due under a plan maintained solely for the purpose of complying with
        applicable workmen’s compensation, unemployment compensation or disability
        insurance laws; and

      


      (iii)
        If
        the period during which the Employee performs no duties falls within two
        or more
        computation periods and if the payment made on account of such period is
        not
        calculated on the basis of units of time, the Hours of Service credited with
        respect to such period shall be allocated between not more than the first
        two
        such computation periods on any reasonable basis consistently applied with
        respect to similarly situated Employees; and

      


      (C) Each
        hour
        not counted under paragraph (A) or (B) for which back pay, irrespective of
        mitigation of damages, has been either awarded or agreed to be paid by the
        Employer or a Related Employer, each such hour to be credited to the Employee
        for the computation period to which the award or agreement pertains rather
        than
        the computation period in which the award agreement or payment is
        made.

      



      
        
          
          

        

        
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            3
            -

          
            

          

        

        
          
          

        

      


      For
        purposes of determining Hours of Service, Employees of the Employer and of
        all
        Related Employers will be treated as employed by a single employer. For purposes
        of paragraphs (B) and (C) above, Hours of Service will be calculated in
        accordance with the provisions of Section 2530.200b-2(b) of the Department
        of
        Labor regulations, which are incorporated herein by reference.

      


      Solely
        for purposes of determining whether a break in service for participation
        purposes has occurred in a computation period, an individual who is absent
        from
        work for maternity or paternity reasons shall receive credit for the hours
        of
        service which would otherwise been credited to such individual but for such
        absence, or in any case in which such hours cannot be determined, 8 hours
        of
        service per day of such absence. For purposes of this paragraph, an absence
        from
        work for maternity reasons means an absence (1) by reason of the pregnancy
        of
        the individual, (2) by reason of a birth of a child of the individual, (3)
        by
        reason of the placement of a child with the individual in connection with
        the
        adoption of such child by such individual, or (4) for purposes of caring
        for
        such child for a period beginning immediately following such birth or placement.
        The hours of service credited under this paragraph shall be credited (1)
        in the
        computation period in which the absence begins if the crediting is necessary
        to
        prevent a break in service in that period, or (2) in all other cases, in
        the
        following computation period.

      


      (17) “Key
        Employee’’ means a Participant who is key employee pursuant to Code Section
        416(i), without regard to paragraph (5) thereof. A Participant will not be
        considered a Key Employee unless the Employer is a corporation which has
        any of
        its stock publicly traded according to Code Section 409A and regulations
        thereunder.

      


      (18) “Normal
        Retirement Age” means the normal retirement age specified in Section 1.07(f) of
        the Adoption Agreement.

      


      (19) “Owner-Employee”
        means, if the Employer is a sole proprietorship, the individual who is the
        sole
        proprietor, or, if the Employer is a partnership, a partner who owns more
        than
        10 percent of either the capital interest or the profits interest of the
        partnership.

      


      (20) “Participant”
        means any Employee who participates in the Plan in accordance with Article
        3
        hereof.

       

      (21) “Permissible
        Investment” means the investments specified by the Employer as available for
        investment of assets of the Trust and agreed to by the Trustee. The Permissible
        Investments under the Plan shall be listed in the Service
        Agreement.

      



      
        
          
          

        

        
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            4
            -

          
            

          

        

        
          
          

        

      


      (22) “Plan’’
        means the plan established by the Employer as set forth herein as a new plan
        or
        as an amendment to an existing plan, by executing the Adoption Agreement,
        together with any and all amendments hereto.

      


      (23) “Plan
        Year” means the 12-consecutive-month period designated by the Employer in
        Section 1.01(c).

      


      (24) “Related
        Employer” means any employer other than the Employer named in Section 1.02(a),
        if the Employer and such other employer are members of a controlled group
        of
        corporations (as defined in Section 414(b) of the Code) or an affiliated
        service
        group (as defined in Section 414(m)), or are trades or businesses (whether
        or
        not incorporated) which are under common control (as defined in Section 414(c)),
        or such other employer is required to be aggregated with the Employer pursuant
        to regulations issued under Section 414(o).

      


      (25) “Self-Employed
        Individual” means an individual who has Earned Income for the taxable year from
        the Employer or who would have had Earned Income but for the fact that the
        trade
        or business had no net profits for the taxable year.

      


      (26) “Service
        Agreement” means the agreement between the Employer and Trustee regarding the
        arrangement between the parties for recordkeeping services with respect to
        the
        Plan.

      


      (27) “Trust”
        means the trust created by the Employer.

      


      (28) “Trust
        Agreement” means the agreement between the Employer and the Trustee, as set
        forth in a separate agreement, under which assets are held, administered,
        and
        managed subject to the claims of the Employer’s creditors in the event of the
        Employer’s insolvency, until paid to Plan Participants and their Beneficiaries
        as specified in the Plan.

      


      (29) “Trust
        Fund” means the property held in the Trust by the Trustee.

      


      (30) “Trustee”
        means the corporation or individual(s) appointed by the Employer to administer
        the Trust in accordance with the Trust Agreement.

      


      (31) “Years
        of
        Service for Vesting” means, with respect to any Employee, the number of whole
        years of his periods of service with the Employer or a Related Employer (the
        elapsed time method to compute vesting service), subject to any exclusions
        elected by the Employer in Section 1.07(c). An Employee will receive credit
        for
        the aggregate of all time period(s) commencing with the Employee’s Employment
        Commencement Date and ending on the date a break in service begins, unless
        any
        such years are excluded by Section 1.07(c). An Employee will also receive
        credit
        for any period of severance of less than 12 consecutive months. Fractional
        periods of a year will be expressed in terms of days.

      



      
        
          
          

        

        
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      In
        the
        case of a Participant who has 5 consecutive 1-year breaks in service, all
        years
        of service after such breaks in service will be disregarded for the purpose
        of
        vesting the Employer-derived account balance that accrued before such breaks,
        but both pre-break and post-break service will count for the purposes of
        vesting
        the Employer-derived account balance that accrues after such breaks. Both
        accounts will share in the earnings and losses of the fund.

      


      In
        the
        case of a Participant who does not have 5 consecutive 1-year breaks in service,
        both the pre-break and post-break service will count in vesting both the
        pre-break and post-break employer-derived account balance.

       

      A
        break
        in service is a period of severance of at least 12 consecutive months. Period
        of
        severance is a continuous period of time during which the Employee is not
        employed by the Employer. Such period begins on the date the Employee retires,
        quits or is discharged, or if earlier, the 12-month anniversary of the date
        on
        which the Employee was otherwise first absent from service.

      


      In
        the
        case of an individual who is absent from work for maternity or paternity
        reasons, the 12-consecutive month period beginning on the first anniversary
        of
        the first date of such absence shall not constitute a break in service. For
        purposes of this paragraph, an absence from work for maternity or paternity
        reasons means an absence (1) by reason of the pregnancy of the individual,
        (2)
        by reason of the birth of a child of the individual, (3) by reason of the
        placement of a child with the individual in connection with the adoption
        of such
        child by such individual, or (4) for purposes of caring for such child for
        a
        period beginning immediately following such birth or placement.

      


      If
        the
        Plan maintained by the Employer is the plan of a predecessor employer, an
        Employee’s Years of Service for Vesting shall include years of service with such
        predecessor employer. In any case in which the Plan maintained by the Employer
        is not the plan maintained by a predecessor employer, service for such
        predecessor shall be treated as service for the Employer to the extent provided
        in Section 1.08.

      


      (b) Pronouns
        used in the Plan are in the masculine gender but include the feminine gender
        unless the context clearly indicates otherwise.

      


      Article
        3. Participation.

      


      3.01. Date
        of Participation.
        An
        eligible Employee (as set forth in Section l.03(a)) who has filed an election
        pursuant to Section 4.01 will become a Participant in the Plan on the first
        Entry Date coincident with or following the date on which such election would
        otherwise become effective, as determined under Section 4.01.

      



      
        
          
          

        

        
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      3.02. Resumption
        of Participation Following Reemployment.
        If a
        Participant ceases to be an Employee and thereafter returns to the employ
        of the
        Employer he will again become a Participant as of an Entry Date following
        the
        date on which he completes an Hour of Service for the Employer following
        his re
        employment, if he is an eligible Employee as defined in Section 1.03(a),
        and has
        filed an election pursuant to Section 4.01.

      


      3.03. Cessation
        or Resumption of Participation Following a Change in
        Status.
        If any
        Participant continues in the employ of the Employer or Related Employer but
        ceases to be an eligible Employee as defined in Section 1.03(a), the individual
        shall continue to be a Participant until the entire amount of his benefit
        is
        distributed; however, the individual shall not be entitled to make Deferral
        Contributions or receive an allocation of Matching or Employer Contributions
        during the period that he is not an eligible Employee. Such Participant shall
        continue to receive credit for service completed during the period for purposes
        of determining his vested interest in his Accounts. In the event that the
        individual subsequently again becomes an eligible Employee, the individual
        shall
        resume full participation in accordance with Section 3.01.

      


      Article
        4. Contributions.

       

      4.01. Deferral
        Contributions.
        Each
        Participant may elect to execute a salary reduction agreement with the Employer
        to reduce his Compensation by a specified percentage, not exceeding the
        percentage set forth in Section l.05(a) and equal to a whole number multiple
        of
        one (1) percent, per payroll period, subject to any election regarding Bonuses,
        as set out in Subsection 1.05(a)(2). Such agreement shall become effective
        on
        the first day of the period as set forth in the Participant’s election. The
        election will be effective to defer Compensation relating to all services
        performed in a calendar year subsequent to the filing of such an election,
        subject to any election regarding Bonuses, as set out in Subsection l.05(a)(2).
        An election once made will remain in effect until a new election is made;
        provided, however that such an election choosing a distribution date pursuant
        to
        1.06(b)(1)(B) will only be effective for the Plan Year indicated. A new election
        will be effective as of the first day of the following calendar year and
        will
        apply only to Compensation payable with respect to services rendered after
        such
        date, except that a separate election made pursuant to Section 1.05(a)(2)
        will
        be effective immediately if made no later than 6 months before the end of
        the
        period during which the services on which the Bonus is based are performed.
        If
        the Employer has selected 1.05(a)(2), no amount will be deducted from Bonuses
        unless the Participant has made a separate election. Amounts credited to
        a
        Participant’s account prior to the effective date of any new election will not
        be affected and will be paid in accordance with that prior election. The
        Employer shall credit an amount to the account maintained on behalf of the
        Participant corresponding to the amount of said reduction. Under no
        circumstances may a salary reduction agreement be adopted retroactively.
        To the
        extent permitted in regulations under Code Section 409A, a Participant may
        revoke a salary reduction agreement for a calendar year during that year,
        provided, however, that such revocation shall apply only to Compensation
        not yet
        earned. In that event, the Participant shall be precluded from electing to
        defer
        future Compensation hereunder during the calendar year to which the revocation
        applies. Notwithstanding the above, in the calendar year in which the Plan
        first
        becomes effective or in the year in which the Participant first becomes eligible
        to participate, an election to defer compensation may be made within 30 days
        after the Participant is first eligible or the Plan is first effective, which
        election shall be effective with respect to Compensation payable with respect
        to
        services rendered after the date of the election.


      
        
          
          

        

        
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      4.02. Matching
        Contributions.
        If so
        provided by the Employer in Section 1.05(b), the Employer shall make a “Matching
        Contribution” to be credited to the account maintained on behalf of each
        Participant who had “Deferral Contributions” pursuant to Section 4.01 made on
        his behalf during the year and who meets the requirement, if any, of Section
        1.05(b)(3). The amount of the “Matching Contribution” shall be determined in
        accordance with Section 1.05(b).

      


      4.03. Employer
        Contributions.
        If so
        provided by the Employer in Section 1.05(c)(l), the Employer shall make an
        “Employer Contribution” to be credited to the account maintained on behalf of
        each Participant who meets the requirement, if any, of Section 1.05(c)(3)
        in the
        amount required by Section 1.05(c)(1). If so provided by the Employer in
        Section
        1.05(c)(2), the Employer may make an “Employer Contribution” to be credited to
        the account maintained on behalf of any Participant in such an amount as
        the
        Employer, in its sole discretion, shall determine. In making “Employer
        Contributions” pursuant to Section l.05(c)(2), the Employer shall not be
        required to treat all Participants in the same manner in determining such
        contributions and may determine the “Employer Contribution” of any Participant
        to be zero.

      


      4.04. Time
        of Making Contributions.
        The
        Employer shall remit contributions deemed made hereunder to the Trust as
        soon as
        practicable after such contributions are deemed made under the terms of the
        Plan.

      


      Article
        5. Participants’
        Accounts.

      


      5.01. Individual
        Accounts.
        The
        Administrator will establish and maintain an Account for each Participant,
        which
        will reflect Matching, Employer and Deferral Contributions credited to the
        Account on behalf of the Participant and earnings, expenses, gains and losses
        credited thereto, and deemed investments made with amounts in the Participant’s
        Account. The Administrator will establish and maintain such other accounts
        and
        records as it decides in its discretion to be reasonably required or appropriate
        in order to discharge its duties under the Plan. Participants will be furnished
        statements of their Account values at least once each Plan Year. The
        Administrator shall provide the Trustee with information on the amount credited
        to the separate account of each Participant maintained by the Administrator
        in
        its records.

      


      Article
        6. Investment
        of Contributions.

       

      6.01. Manner
        of Investment.
        All
        amounts credited to the Accounts of Participants shall be treated as though
        invested and reinvested only in eligible investments selected by the Employer
        in
        the Service Agreement.

      


      6.02. Investment
        Decisions.
        Investments in which the Accounts of Participants shall be treated as invested
        and reinvested shall be directed by the Employer or by each Participant,
        or
        both, in accordance with the Employer’s election in Section
        1.11(a).

      


      (a) All
        dividends, interest, gains and distributions of any nature that would be
        earned
        in respect of Fund Shares in which the Account is treated as investing shall
        be
        credited to the Account as though reinvested in additional shares of that
        Permissible Investment.

      



      
        
          
          

        

        
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      (b) Expenses
        that would be attributable to the acquisition of investments shall be charged
        to
        the Account of the Participant for which such investment is treated as having
        been made.

      


      Article
        7. Right
        to Benefits.

      


      7.01. Normal
        or Early Retirement.
        If
        provided by the Employer in Section 1.07(e), each Participant who attains
        his
        Normal Retirement Age or Early Retirement Age will have a nonforfeitable
        interest in his Account in accordance with the vesting schedule(s) elected
        in
        Section 1.07. If a Participant retires on or after attainment of Normal or
        Early
        Retirement Age, such retirement is referred to as a normal retirement. On
        or
        after his normal retirement, the balance of the Participant’s Account, plus any
        amounts thereafter credited to his Account, subject to the provisions of
        Section
        7.06, will be distributed to him in accordance with Article 8.

      


      If
        provided by the Employer in Section 1.07, a Participant who separates from
        service before satisfying the age requirements for early retirement, but
        has
        satisfied the service requirement will be entitled to the distribution of
        his
        Account, subject to the provisions of Section 7.06, in accordance with Article
        8, upon satisfaction of such age requirement.

      


      7.02. Death.
        If a
        Participant dies before the distribution of his Account has commenced, or
        before
        such distribution has been completed, his Account shall become vested in
        accordance with the vesting schedule(s) elected in Section 1.07 and his
        designated Beneficiary or Beneficiaries will be entitled to receive the balance
        or remaining balance of his Account, plus any amounts thereafter credited
        to his
        Account, subject to the provisions of Section 7.06. Distribution to the
        Beneficiary or Beneficiaries will be made in accordance with Article 8. A
        distribution to a beneficiary of a Key Employee is not considered to be a
        distribution to a Key Employee for purposes of Sections 1.06 and
        7.08.

      


      A
        Participant may designate a Beneficiary or Beneficiaries, or change any prior
        designation of Beneficiary or Beneficiaries, by giving notice to the
        Administrator on a form designated by the Administrator. If more than one
        person
        is designated as the Beneficiary, their respective interests shall be as
        indicated on the designation form.

      


      A
        copy of
        the death certificate 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 Account, such amount will be paid to his surviving spouse or,
        if none, to his estate (such spouse or estate shall be deemed to be the
        Beneficiary for purposes of the Plan). If a Beneficiary dies after benefits
        to
        such Beneficiary have commenced, but before they have been completed, and,
        in
        the opinion of the Administrator, no person has been designated to receive
        such
        remaining benefits, then such benefits shall be paid to the deceased
        Beneficiary’s estate.

      



      
        
          
          

        

        
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      7.03. Other
        Termination of Employment.
        If
        provided by the Employer in Section 1.07, if a Participant terminates his
        employment for any reason other than death or normal retirement, he will
        be
        entitled to a termination benefit equal to (i) the vested percentage(s) of
        the
        value of the Matching and Employer Contributions to his Account, as adjusted
        for
        income, expense, gain, or loss, such percentage(s) determined in accordance
        with
        the vesting scheduler(s) selected by the Employer in Section 1.07, and (ii)
        the
        value of the Deferral Contributions to his Account as adjusted for income,
        expense, gain or loss. The amount payable under this Section 7.03 will be
        subject to the provisions of Section 7.06 and will be distributed in accordance
        with Article 8. For purposes of the Plan, a termination of employment is
        a
        separation from service as defined pursuant to Code Section 409A and regulations
        thereunder.

      


      7.04. Separate
        Account.
        If a
        distribution from a Participant’s Account has been made to him at a time when he
        has a nonforfeitable right to less than 100 percent of his Account, the vesting
        schedule in Section 1.07 will thereafter apply only to amounts in his Account
        attributable to Matching and Employer Contributions allocated after such
        distribution. The balance of his Account immediately after such distribution
        will be transferred to a separate account that will be maintained for the
        purpose of determining his interest therein according to the following
        provisions.

      


      At
        any
        relevant time prior to a forfeiture of any portion thereof under Section
        7.05, a
        Participant’s nonforfeitable interest in his Account held in a separate account
        described in the preceding paragraph will be equal to P(AB + (RxD))-(RxD),
        where
        P is the nonforfeitable percentage at the relevant time determined under
        Section
        7.05; AB is the account balance of the separate account at the relevant time;
        D
        is the amount of the distribution; and R is the ratio of the account balance
        at
        the relevant time to the account balance after distribution. Following a
        forfeiture of any portion of such separate account under Section 7.05 below,
        any
        balance in the Participant’s separate account will remain fully vested and
        nonforfeitable.

      


      7.05. Forfeitures.
        If a
        Participant terminates his employment, any portion of his Account (including
        any
        amounts credited after his termination of employment) not payable to him
        under
        Section 7.03 will be forfeited by him.

      


      7.06. Adjustment
        for Investment Experience.
        If any
        distribution under this Article 7 is not made in a single payment, the amount
        remaining in the Account after the distribution will be subject to adjustment
        until distributed to reflect the income and gain or loss on the investments
        in
        which such amount is treated as invested and any expenses properly charged
        under
        the Plan to such amounts.

      


      7.07. Unforeseeable
        Emergency Withdrawals.
        Subject
        to the provisions of Article 8, a Participant shall not be permitted to withdraw
        his Account (and earnings thereon) prior to retirement or termination of
        employment, except that, to the extent permitted under Section 1.09, a
        Participant may apply to the Administrator to withdraw some or all of his
        Account if such withdrawal is made on account of an unforeseeable emergency
        as
        determined by the Administrator in accordance with the requirements of and
        subject to the limitations provided within Code Section 409A and regulations
        thereunder.

      



      
        
          
          

        

        
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      7.08. Change
        in Control Distributions.
        If the
        Employer has elected to apply Section 1.06(c), then, upon a Change in Control,
        notwithstanding any other provision of the Plan to the contrary, all
        Participants shall have a nonforfeitable right to receive the entire amount
        of
        their account balances under the Plan. All distributions due to a Change
        in
        Control shall be paid out to Participants as soon as administratively
        practicable, except that any such distribution to a Key Employee who has
        terminated employment pursuant to Section 7.03 shall not be earlier than
        the 1st
        day of the seventh month following that Key Employee’s termination of
        employment.

      


      Article
        8. Distribution
        of Benefits.

      


      8.01. Form
        of Distribution of Benefits to Participants and
        Beneficiaries.
        The Plan
        provides for distribution as a lump sum to be paid in cash on the date specified
        by the Employer in Section 1.06 pursuant to the method provided in Section
        8.02.
        If elected by the Employer in Section 1.10 and specified in the Participant’s
        deferral election, the distribution will be paid through a systematic withdrawal
        plan (installments) for a time period not exceeding 10 years beginning on
        the
        date specified by the Employer in Section 1.06.

      


      8.02. Events
        Requiring Distribution of Benefits to Participants and
        Beneficiaries.

      


      (a) If
        elected by the Employer in Section 1.06(a), the Participant will receive
        a
        distribution upon the earliest of the events specified by the Employer in
        Section 1.06(a), subject to the provisions of Section 7.08, and at the time
        indicated in Section 1.06(a)(2). If the Participant dies before any event
        in
        Section 1.06(a) occurs, the Participant shall be considered to have terminated
        employment and the Participant’s benefit will be paid to the Participant’s
        Beneficiary in the same form and at the same time as it would have been paid
        to
        the Participant pursuant to this Article 8.

      


      (b) If
        elected by the Employer in Section l.06(b), the Participant will receive
        a
        distribution of all amounts not deferred pursuant to Section 1.06(b)(l )(B)
        (and
        earnings attributable to those amounts) upon termination of employment, subject
        to the delay applicable to Key Employees described therein, as applicable.
        If
        elected by the Employer in Section 1.06(b)(l)(B), the Participant shall have
        the
        election to receive distributions of amounts deferred pursuant to Section
        4.01
        (and earnings attributable to those amounts) after a date specified by the
        Participant in his deferral election which is at least 12 months after the
        first
        day of the calendar year in which such amounts would be earned. Amounts
        distributed to the Participant pursuant to Section 1.06(b) shall be distributed
        at the time indicated in Section 1.06(b)(2). Subject to the provisions of
        Section 7.08, the Participant shall receive a distribution in the form provided
        in Section 8.01. If the Participant dies before any event in Section 1.06(a)
        occurs, the Participant shall be considered to have terminated employment
        and
        the Participant’s benefit will be paid to the Participant’s Beneficiary in the
        same form and at the same time as it would have been paid to the Participant
        pursuant to this Article 8. However, if the Participant dies before the date
        specified by the Participant in an election pursuant to Section 1.06(b)(1)(B),
        then the Participant’s benefit shall be paid to the Participant’s Beneficiary in
        the form provided in Section 8.01 as if the Participant had elected to be
        paid
        at termination of employment.

      



      
        
          
          

        

        
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      8.03. Determination
        of Method of Distribution.
        The
        Participant will determine the method of distribution of benefits to himself
        and
        his Beneficiary, subject to the provisions of Section 8.02. Such determination
        will be made at the time the Participant makes a deferral election. A
        Participant’s election cannot be altered, except, if elected by the Employer in
        Section 1.10(b), if the Participant’s balance falls below the level described in
        regulations under Code Section 409A, the Participant’s benefit payable due to
        termination of employment will be distributed in a lump sum rather than
        installments.

      


      (a) When
        Section 1.06(a) has been elected by the Employer.
        The
        distribution period specified in a Participant’s first deferral election
        specifying distribution under a systematic withdrawal plan shall apply to
        all
        subsequent elections of distributions under a systematic withdrawal plan
        made by
        the Participant. Once a Participant has made an election for the method of
        distribution, that election shall be effective for all contributions made
        on
        behalf of the Participant attributable to any Plan Year after that election
        was
        made and before the Plan Year for which that election has been altered in
        the
        manner prescribed by the Administrator. If the Participant does not designate
        in
        the manner prescribed by the Administrator the method of distribution, such
        method of distribution shall be a lump sum at termination of
        employment.

      


      (b) When
        Section 1.06(b) has been elected by the Employer.
        The
        distribution period for distributions under a systematic withdrawal plan
        shall
        be specified in each Participant’s contribution election selecting payments
        under a systematic withdrawal plan. If the Participant does not designate
        in the
        manner prescribed by the Administrator the method of distribution, such method
        of distribution for all such contributions shall be a lump sum at termination
        of
        employment.

      


      8.04. Notice
        to Trustee.
        The
        Administrator will notify the Trustee, pursuant to the method stated in the
        Trust Agreement for providing direction, whenever any Participant or Beneficiary
        is entitled to receive benefits under the Plan. The Administrator’s notice shall
        indicate the form, amount and frequency of benefits that such Participant
        or
        Beneficiary shall receive. 

      


      8.05. Time
        of Distribution.
        In no
        event will distribution to a Participant be made later than the date specified
        by the Participant in his salary reduction agreement. All distributions will
        be
        made as soon as administratively feasible following the distribution date
        specified in Section 1.06 or Section 7.08, if applicable. 

      



      
        
          
          

        

        
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      Article
        9. Amendment
        and Termination.

      


      9.01 Amendment
        by Employer.
        The
        Employer reserves the authority to amend the Plan by filing with the Trustee
        an
        amended Adoption Agreement, executed by the Employer only, on which said
        Employer has indicated a change or changes in provisions previously elected
        by
        it. Such changes are to be effective on the effective date of such amended
        Adoption Agreement. Any such change notwithstanding, no Participant’s Account
        shall be reduced by such change below the amount to which the Participant
        would
        have been entitled if he had voluntarily left the employ of the Employer
        immediately prior to the date of the change. The Employer may from time to
        time
        make any amendment to the Plan that may be necessary to satisfy the Code
        or
        ERISA. The Employer’s board of directors or other individual specified in the
        resolution adopting this Plan shall act on behalf of the Employer for purposes
        of this Section 9.01.

      


      9.02 Retroactive
        Amendments.
        An
        amendment made by the Employer in accordance with Section 9.01 may be made
        effective on a date prior to the first day of the Plan Year in which it is
        adopted if such amendment is necessary or appropriate to enable the Plan
        and
        Trust to satisfy the applicable requirements of the Code or ERISA or to conform
        the Plan to any change in federal law or to any regulations or ruling
        thereunder. Any retroactive amendment by the Employer shall be subject to
        the
        provisions of Section 9.01.

      


      9.03. Termination.
        The
        Employer has adopted the Plan with the intention and expectation that
        contributions will be continued indefinitely. However, said Employer has
        no
        obligation or liability whatsoever to maintain the Plan for any length of
        time
        and may discontinue contributions under the Plan or terminate the Plan at
        any
        time by written notice delivered to the Trustee without any liability hereunder
        for any such discontinuance or termination.

      


      9.04. Distribution
        upon Termination of the Plan.
        Upon
        termination of the Plan, no further Deferral, Employer or Matching Contributions
        shall be made under the Plan, but Accounts of Participants maintained under
        the
        Plan at the time of termination shall continue to be governed by the terms
        of
        the Plan until paid out in accordance with the terms of the Plan.

      


      Article
        10. Miscellaneous.

      


      10.01. Communication
        to Participants.
        The Plan
        will be communicated to all Participants by the Employer promptly after the
        Plan
        is adopted.

      


      10.02. Limitation
        of Rights.
        Neither
        the establishment of the Plan and the Trust, nor any amendment thereof, nor
        the
        creation of any fund or account, nor the payment of any benefits, will be
        construed as giving to any Participant or other person any legal or equitable
        right against the Employer, Administrator or Trustee, except as provided
        herein;
        and in no event will the terms of employment or service of any Participant
        be
        modified or in any way affected hereby.

      


      10.03. Nonalienability
        of Benefits.
        The
        benefits provided hereunder will not be subject to alienation, assignment,
        garnishment, attachment, execution or levy of any kind, either voluntarily
        or
        involuntarily, and any attempt to cause such benefits to be so subjected
        will
        not be recognized, except to such extent as may be required by
        law.


      
        
          
          

        

        
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      10.04. Facility
        of Payment.
        In the
        event 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 disburse
        such payments, or direct the Trustee to disburse such payments, as applicable,
        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 payments shall be complete
        acquittance therefore, and any such payment to the extent thereof, shall
        discharge the liability of the Trust for the payment of benefits hereunder
        to
        such recipient.

      


      10.05. Information
        between Employer and Trustee.
        The
        Employer agrees to furnish the Trustee, and the Trustee agrees to furnish
        the
        Employer with such information relating to the Plan and Trust as may be required
        by the other in order to carry out their respective duties hereunder, including
        without limitation information required under the Code or ERISA and any
        regulations issued or forms adopted thereunder.

      


      10.06. Notices.
        Any
        notice or other communication in connection with this Plan shall be deemed
        delivered in writing if addressed as provided below and if either actually
        delivered at said address or, in the case of a letter, three 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:

      


      (a) If
        to the
        Employer or Administrator, to it at the address set forth in the Adoption
        Agreement, to the attention of the person specified to receive notice in
        the
        Adoption Agreement;

      


      (b) If
        to the
        Trustee, to it at the address set forth in the Trust Agreement; 

      


      or,
        in
        each case at such other address as the addressee shall have specified by
        written
        notice delivered in accordance with the foregoing to the addressor’s then
        effective notice address.

      


      10.07. Governing
        Law.
        The Plan
        and the accompanying Adoption Agreement will be construed, administered and
        enforced according to ERISA, and to the extent not preempted thereby, the
        laws
        of the Commonwealth of Massachusetts, without regard to its conflicts of
        law
        principles.

      


      Article
        11. Plan
        Administration.

      


      11.01. 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 and responsibilities include, but are not
        limited to, the following:

      



      
        
          
          

        

        
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      (a) To
        make
        and enforce such rules and regulations as it deems necessary or proper for
        the
        efficient administration of the Plan;

      


      (b) To
        interpret the Plan, its interpretation thereof in good faith to be final
        and
        conclusive 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
        11.03;

      


      (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 any applicable reporting and disclosure requirements of Part 1 of Subtitle
        B of Title 1 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;

      


      11.02. Nondiscriminatory
        Exercise of Authority.
        Whenever, in the administration of the Plan, any discretionary action by
        the
        Administrator is required, the Administrator shall exercise its authority
        in a
        nondiscriminatory manner so that all persons similarly situated will receive
        substantially the same treatment.

      



      
        
          
          

        

        
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      11.03. 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) information as to the steps to be taken if the person
        wishes
        to submit a request for review, including a statement of the such person’s right
        to bring a civil action under Section 502(a) of ERISA following as adverse
        determination upon review. Such notification will be given within 90 days
        after
        the claim is received by the Administrator (or within 180 days, if special
        circumstances require an extension of time for processing the claim, and
        if
        written notice of such extension and circumstances is given to such person
        within the initial 90-day period).

      


      If
        the
        claim concerns disability benefits under the Plan, the Plan Administrator
        must
        notify the claimant in writing within 45 days after the claim has been filed
        in
        order to deny it. If special circumstances require an extension of time to
        process the claim, the Plan Administrator must notify the claimant before
        the
        end of the 45-day period that the claim may take up to 30 days longer to
        process. If special circumstances still prevent the resolution of the claim,
        the
        Plan Administrator may then only take up to another 30 days after giving
        the
        claimant notice before the end of the original 30-day extension. If the Plan
        Administrator gives the claimant notice that the claimant needs to provide
        additional information regarding the claim, the claimant must do so within
        45
        days of that notice.

      



      
        
          
          

        

        
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      (b) Review
        Procedure.
        Within
        60 days after the date on which a person receives a written notice of a denied
        claim (or, if applicable, within 60 days after the date on which such 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. This written request may include
        comments, documents, records, and other information relating to the claim
        for
        benefits. The claimant shall be provided, upon the claimant’s request and free
        of charge, reasonable access to, and copies of, all documents, records, and
        other information relevant to the claim for benefits. The review will take
        into
        account all comments, documents, records, and other information submitted
        by the
        claimant relating to the claim, without regard to whether such information
        was
        submitted or considered in the initial benefit determination. 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 decision on review will be made within 60 days after
        the
        request for review is received by the Administrator (or within 120 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). The extension notice shall indicate the special
        circumstances requiring an extension of time and the date by which the Plan
        expects to render the determination on review.

       

      If
        the
        initial claim was for disability benefits under the Plan and has been denied
        by
        the Plan Administrator, the claimant will have 180 days from the date the
        claimant received notice of the claim’s denial in which to appeal that decision.
        The review will be handled completely independently of the findings and decision
        made regarding the initial claim and will be processed by an individual who
        is
        not a subordinate of the individual who denied the initial claim. If the
        claim
        requires medical judgment, the individual handling the appeal will consult
        with
        a medical professional whom was not consulted regarding the initial claim
        and
        who is not a subordinate of anyone consulted regarding the initial claim
        and
        identify that medical professional to the claimant.

      


      The
        Plan
        Administrator shall provide the claimant with written notification of a plan’s
        benefit determination on review. In the case of an adverse benefit
        determination, the notification shall set forth, in a manner calculated to
        be
        understood by the claimant - the specific reason or reasons for the adverse
        determinations, reference to the specific plan provisions on which the benefit
        determination is based, a statement that the claimant is entitled to receive,
        upon the claimant’s request and free of charge, reasonable access to, and copies
        of, all documents, records, and other information relevant to the claim for
        benefits.

      


      
        
          
          

        

        
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      Cree,
        Inc. 

      Directors’
        Deferred Compensation Plan

      


      


      Amendment
        to Basic Plan Document

      


      


      The
        following revisions to the CORPORATEplan
        for Retirement
        EXECUTIVE Plan Basic Plan Document (the “Basic Plan Document”) apply with
        respect to the Cree, Inc. Directors’ Deferred Compensation Plan established
        pursuant to the Basic Plan Document (the “Plan”) effective February 1, 2006 (the
        initial effective date of the Plan). 

      


      1.

      


      The
        Preamble of the Basic Plan Document is revised to read as follows: 

      


      It
        is the
        intention of the Employer to establish herein an unfunded plan maintained
        solely
        for the purpose of providing deferred compensation for non-employee members
        of
        the Board of Directors of the Employer (each, a “Member”).

      


      2.

      


      Each
        reference to “Employee” is replaced with a reference to “Member.”

      


      3.

      


      Section
        2.01(8) is amended to read as set forth in Section 1.04 of the Adoption
        Agreement.

      


      4.

      


      The
        text
        of the following sections is replaced with “[RESERVED]”:

      


      2.01(5)

      2.01(9)

      2.01(10)

      2.01(12)

      2.01(16)

      2.01(19)

      2.01(25)

      2.01(31)

      3.02


      
        
          
          

        

        
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      5.

      


      Section
        3.03 is amended to read as follows:

      


      3.03.
        Termination
        of Participation.
        An
        individual’s eligibility to participate actively by making deferrals under
        Section 4.01 shall cease on the date on which the individual cease to be
        a
        Member. An individual, who has been an active Participant in the Plan, will
        cease to be a Participant on the date his or her Account is fully paid out.
        

      


      6.

      


      Section
        4.01 is amended to read as follows:

      


      4.01. Deferral
        Contributions.
        Each
        Member may elect to execute an agreement with the Employer to reduce his
        Compensation by a specified percentage, equal to a whole number multiple
        of one
        (1) percent, of each payment of such Compensation. The election will be
        effective to defer Compensation relating to services performed for a date
        in, or
        period beginning in, the calendar year immediately following the filing of
        such
        an election. The employer shall credit an amount to the Account maintained
        on
        behalf of the Participant corresponding to the amount of said election. Under
        no
        circumstances may an election be adopted retroactively. An individual who
        newly
        becomes a Member and is not already eligible to participate in an account
        balance plan (within the meaning of Code section 409A and the administrative
        guidance thereunder) maintained by the Employer will have 30 days from the
        date
        he or she becomes a Member to make a deferral election with respect to
        Compensation paid for services performed for a date after, or a period beginning
        after, the filing of such election. It is expressly contemplated that an
        individual who has been nominated for Member status may also submit a deferral
        election prior to becoming a Member. Any such deferral election will become
        effective immediately upon commencement of the individual’s status as a Member.
        A separate deferral election must be made by a Member for each calendar year.
        If
        a properly completed and executed deferral election is not actually received
        by
        the Plan Administrator by the prescribed time, the Member will be deemed
        to have
        elected not to defer any Compensation for the applicable calendar year. An
        election is irrevocable once received and determined by the Plan Administrator
        to have been properly completed. Increases or decreases in the amount or
        percentage a Member elects to defer are not permitted during a calendar year.
        

      


      7.

      


      The
        following new Section 8.06 is added to the Basic Plan Document:



      
        
          
          

        

        
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      8.06 Second
        Look Election.

      


      (a) In
        General.
        Subject
        to Subsection (b) below, a Participant who has made a valid initial deferral
        in
        accordance with the Plan may subsequently make another one-time election
        regarding the time and/or form of payment of his or her deferral. This
        opportunity to modify the Participant’s initial election is referred to as a
“Second Look Election.” 

       

      (b) Requirements
        for Second Look Elections.
        A
        Second Look Election must comply with all of the following
        requirements:

      


      (1) The
        Participant may only make a Second Look Election if the election is made
        at
        least 12 months before the Participant’s original payment date. In addition, the
        Second Look Election must delay the payment of the Participant’s deferral to a
        date that is at least 5 years after the original payment date. If the payment
        date selected in a Second Look Election is, in fact, less than 5 years after
        the
        Participant’s original payment date, or if the Second Look Election is, in fact,
        filed less than 12 months before the original payment date, the Second Look
        Election will be void. For example, if the original payment date is January
        1,
        2010, the Participant may make a Second Look Election no later than January
        1,
        2009 to delay payment to January 1, 2015. However, if Participant makes a
        Second
        Look Election on January 1, 2009 to receive payment upon termination of
        employment, the Second Look Election will be void if the termination of
        employment occurs earlier than January 1, 2015. Similarly, if the original
        payment date is termination of employment and the Participant makes a Second
        Look Election on January 1, 2010 to defer payment until January 1, 2015,
        the
        Second Look Election will be void if the Participant incurs a termination
        of
        employment prior to January 1, 2011. 

      


      (3) A
        Participant may make only one Second Look Election for each individual deferral,
        and all Second Look Elections must comply with all of the requirements of
        this
        Section 8.06.

      


      (4) A
        Participant who changes the form of his or her payment election from lump
        sum to
        installments will be subject to the provisions of the Plan regarding installment
        payment elections, and such installment payments must begin no earlier than
        5
        years after the date on which the lump sum payment would have been paid based
        upon the Participant’s initial election. 

      



      
        
          
          

        

        
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      (5) If
        a
        Participant’s initial election specified payment in the form of installments and
        the Participant wants to elect installment payments over a greater or lesser
        number of years, the election will be subject to the provisions of the Plan
        regarding installment payment elections, and the first payment date of the
        new
        installment payment schedule must be no earlier than 5 years after the first
        payment date that applied under the Participant’s initial installment election.


      


      (6) If
        a
        Participant’s initial election specified payment in the form of installments and
        the Participant wants to elect instead payment in a lump sum, the earliest
        payment date of the lump sum must be no earlier than 5 years after the first
        payment date that applied under the Participant’s initial installment election.


      


      (7) For
        purposes of this Section, all of a Participant’s installment payments related to
        a specific deferral election shall be treated as a single payment. 

      


      A
        Second
        Look Election will be void and payment will be made based on the Participant’s
        original election under if all of the provisions of the foregoing Paragraphs
        of
        this Subsection are not satisfied in full. However, if a Participant’s Second
        Look Election becomes effective in accordance with the provisions of this
        Subsection, the Participant ’s original election shall be superseded (including
        any specific payment date specified therein), and this original election
        shall
        not be taken into account with respect to the deferral that is subject to
        the
        Second Look Election. 

      


      (c) Administrator’s
        Role.
        Each
        Participant has the sole responsibility to elect a Second Look Election by
        contacting the Administrator (or, if authorized, the record-keeper for the
        Plan)
        and to comply with the requirements of this Section. The Administrator or
        the
        record-keeper may provide a notice of a Second Look Election opportunity
        to some
        or all Participants, but the Administrator and record-keeper are under no
        obligation to provide such notice (or to provide it to all Participants,
        in the
        event a notice is provided only to some Participants). The Administrator
        and
        record-keeper have no discretion to waive or otherwise modify any requirement
        for a Second Look Election set forth in this Section or in Section 409A.
        

      


      8.

      


      Section
        10.07 is amended to read as follows:

      



      
        
          
          

        

        
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      10.07
        Governing
        Law.
        The Plan
        and the accompanying Adoption Agreement will be construed, administered and
        enforced according to applicable federal and, to the extent not preempted
        by
        federal law, according to the laws of the Commonwealth of Massachusetts,
        without
        regard to its conflicts of law principles. 

      


      9.

      


      Except
        as
        provided herein, the Basic Plan Document shall be unchanged.

       

      


      IN
        WITNESS WHEREOF, the Company has caused this Amendment to be executed by
        a duly
        authorized officer as of the day and year first written above.

       

      


      
        	
                Cree,
                  Inc.

              
	 	 
	
                By:

              	
                /s/
                  Adam H. Broome 

              
	 	 
	
                Title:

              	
                Vice
                  President, Legal 

              


      

      


      


      


      


      


      



      
        
          
          

        

        
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      ADOPTION
        AGREEMENT 

      ARTICLE
        1

      


      1.01 PLAN
        INFORMATION

      


      (a) Name
        of Plan:

      


      This
        is
        the Cree,
        Inc. Directors’ Deferred Compensation Plan
        (the
“Plan”).

      


      (b) Name
        of Plan Administrator, if not the Employer:

      


      
        	 	
                Cree.
                  Inc. Employee Benefits Committee

              
	 	
                4600
                  Silicon Drive

              
	
                Address:

              	
                Durham,
                  NC 27703

              
	 	 
	 	 
	
                Phone
                  Number:

              	
                (919)
                  313-5300

              


      

      


      The
        Plan
        Administrator is the agent for service of legal process for the
        Plan.

      


      (c) Plan
        Year End
        is
        December 31.

      


      (d) Plan
        Status
        (check
        one):

      


      (1) R
        Effective Date of new Plan: February
        1, 2006

      


      (2) £
        Amendment Effective Date:  

       

      The
        original effective date of the Plan:  

      


      1.02 EMPLOYER

      


      
        	 	
                (a)
                  The Employer is: 

              	
                Cree,
                  Inc.

              
	 	 	 
	 	
                Address:

              	
                4600
                  Silicon Drive

              
	 	 	
                Durham,
                  NC 27703

              
	 	
                Contact’s
                  Name:

              	
                Brenda
                  Castonguay

              
	 	
                Telephone
                  Number:

              	
                919-287-7509

              


      

      


      (1) Employer’s
        Tax Identification Number: 56-1572719

      (2) Business
        form of Employer (check one):

      


      (A) R
        Corporation (Other than a Subchapter S corporation)

      (B) £
        Other
        (e.g., Subchapter S corporation, partnership, sole proprietor)

      


      (3) Employer’s
        fiscal year end: last Sunday in June

      


      (b)
        The term “Employer” includes the following Related Employer(s)


      (as
        defined in Section 2.01(a)(24)):

      



      
        
          
          

        

        
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            1
            -

          
            

          

        

        
          
          

        

      


      1.03 COVERAGE

      


      
        	 	
                (a)

              	
                The
                  following Employees are eligible to participate in the Plan:
                  SEE
                  AMENDMENT TO THE ADOPTION
                  AGREEMENT

              


      

      


      
        
          	 	
                  (1)

                	
                  £ 

                	
                  Only
                    those Employees listed in Attachment A will be eligible to participate
                    in
                    the Plan.

                


        

        
          	 	 	 	 


        

        
          	 	(2)	£	 Only those Employees in the eligible class described below will
                  be eligible to participate in the Plan:


        

        
          	 	 	 	 


        

      

      
        	 	
                (3)

              	
                £ 

              	
                Only
                  those Employees described in the Board of Directors Resolutions
                  attached
                  hereto and hereby made a part hereof will be eligible to participate
                  in
                  the Plan.

              


      

       

      
        	
              	
                (b)

              	
                The
                  Entry Date(s) shall be
                  (check one):

              


      

       

      
        	 	
                (1)

              	
                £ 

              	
                each
                  January 1.

              


      

      


      
        	 	
                (2)

              	
                £ 

              	
                each
                  January 1 and each July 1.

              


      

      


      
        	 	
                (3)

              	
                £ 

              	
                each
                  January 1 and each April 1, July 1 and October
                  1.

              


      

      


      
        	 	
                (4)

              	
                £ 

              	
                the
                  first day of each month.

              


      

      


      
        	 	
                (5)

              	
                R 

              	
                immediate
                  upon meeting the eligibility requirements specified in Subsection
                  1.03(a).

              


      

      


      1.04 COMPENSATION

      


      For
        purposes of determining Contributions under the Plan, Compensation shall
        be as
        defined (check (a) or (b) below, us appropriate); SEE
        AMENDMENT TO THE ADOPTION AGREEMENT

      


      (a)  £  in
        Section 2.01(a)(8),
        check
        (1) or (2) below, if and as appropriate)):

      (1)
         £  but
        excluding (check the appropriate box(es)):

       

      
        	
                 (A)

              	
                 £

              	 Overtime Pay.
	 	 	 
	
                 (B)

              	
                  £

              	 Bonuses.
	 	 	 
	
                 (C)

              	
                  £

              	 Commissions.
	 	 	 
	
                 (D)

              	
                  £

              	 The value of a qualified or a non-qualified stock
                option granted to an Employee by the Employer to the extent such
                value is
                includable in the Employee’s taxable income.
	     	 	 
	
                 (E)

              	
                  £

              	 The following:


      

       

      (2)
         £
        except
        as
        otherwise provided below:

      


       

      



      
        
          
          

        

        
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            2
            -

          
            

          

        

        
          
          

        

      


      (b) £ in
        the Plan
        maintained by the Employer to the extent it is in excess of the limit imposed
        under Code Section 401(a)(17).

      


      1.05 CONTRIBUTIONS

      


      
        	 	
                (a)

              	
                Employee
                  contributions (Complete all that apply) SEE AMENDMENT TO THE ADOPTION
                  AGREEMENT

              


      

      


      (1)  £ Deferral
        Contributions. The Employer shall make a Deferral Contribution in accordance
        with, and subject to, Section 4.01 on behalf of each Participant who has
        an
        executed salary reduction agreement in effect with the Employer for the calendar
        year (or portion of the calendar year) in question, not to exceed ___% of
        Compensation, exclusive of any Bonus.

      


      (2)   £ Bonus
        Contributions. The Employer requires Participants to enter into a special
        salary
        reduction agreement to make Deferral Contributions of any percentage of Employer
        paid cash Bonuses, up to 100% of such Bonuses. (The Compensation definition
        elected by the Employer in Section 1.04 must include Bonuses if Bonus
        contributions are permitted.)

      


      (b) £ Matching
        Contributions (Choose (1) or (2) below, and (3) below, as
        applicable.)

      


      (1)  £ The
        Employer shall make a Matching Contribution on behalf of each Participant
        in an
        amount equal to the following percentage of a Participant’s Deferral
        Contributions during the Plan Year (check one):

        

      
        
          	 	(A)	£ 	 50%


        

        
          	 	(B)	£	 100%


        

        
          	 	(C)	£	 ___%


        

        
          	 	
                  (D)

                	
                  £

                	
                  (Tiered
                    Match) ____% of the first ____% of the Participant’s Compensation
                    contributed to the Plan.

                


        

      

      
        
          	 	
                  (E)

                	
                  £

                	
                  The
                    percentage declared for the year, if any, by a Board of
                    Directors’resolution.

                


        

        
          	 	(F)	£	 Other:


        

      

       

      (2) £ Matching
        Contribution Offset. For each Participant who has made 401(k) Deferrals at
        least
        equal to the maximum under Code Section 402(g) or, if less, the maximum
        permitted under the Qualified Plan, the Employer shall make a matching
        Contribution for the calendar year equal to (A) minus (B) below:

      


      
        	 	
                (A)

              	
                The
                  401(m) Match that the Participant would have received under the
                  Qualified
                  Plan for such calendar year on the sum of the Participant’s Deferral
                  Contributions and the Participant’s 401(k) Deferrals if no limits
                  otherwise imposed by tax law applied to 401(m) Match and deeming
                  the
                  Participant’s Deferral Contributions to be 401(k)
                  Deferrals.

              


      

      


      
        	 	
                (B)

              	
                The
                  401(m) Match actually allocated to such Participant under the Qualified
                  Plan for the calendar year.

              


      

      



      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      


      For
        purposes of this Section 1.05(b); “‘Qualified Plan” means the Plan; “401(k)
        Deferrals” means contributions under the Qualified Plan’s cash or deferred
        arrangement as defined in Code Section 401(k); and “401(m) Match” means a
        matching contribution as defined in Code Section 401(m).

      


      (3) £ Matching
        Contribution Limits (check the appropriate box(es)):

      


      
        	 	
                (A)

              	
                £ 

              	
                Deferral
                  Contributions in excess of ___ % of the Participant’s Compensation for the
                  period in question shall not be considered for Matching
                  Contributions.

              


      

      


      Note:
        If the Employer elects a percentage limit in (A) above and requests the Trustee
        to account separately for matched and unmatched Deferral Contributions, the
        Matching Contributions allocated to each Participant must be computed, and
        the
        percentage limit applied, based upon each period.

      

        	
              	
                (B)

              	
                £ 

              	
                Matching
                  Contributions for each Participant for each Plan Year shall be
                  limited to
                  $

              


      

       

      
        	 	
                (4)

              	
                Eligibility
                  Requirement(s) for Matching Contributions.
                  A
                  Participant who makes Deferral Contributions during the Plan Year
                  under
                  Section 1.05(a) shall be entitled to Matching Contributions for
                  that Plan
                  Year if the Participant satisfies the following requirement(s)
                  (Check the
                  appropriate box(es). Options (B) and (C) may not be elected
                  together):

              


      

       

      
        	
              	
                (A)

              	
                £ 

              	
                Is
                  employed by the Employer on the last day of the Plan
                  Year.

              


        	 	 	 	 


        	 	(B)	
                £ 

              	 Earns at least 500 Hours of Service during the Plan
                Year.


        	 	 	 	 


        	 	(C) 	
                £ 

              	 Earns at least 1,000 Hours of Service during the Plan
                Year.


        	 	 	 	 


        	 	(D) 	
                £ 

              	 Other:


        	 	 	 	 


        	 	(E) 	
                £  

              	 No requirements.


      

       

      Note:
        If
        option (A), (B) or (C) above is selected, then Matching Contributions can
        only
        be made
        by the
        Employer after
        the Plan
        Year ends. Any Matching Contribution made before Plan Year end shall not
        be
        subject to the eligibility requirements of this Section
        1.05(b)(3)).

      


      (c) Employer
        Contributions

      


      
        	 	
                (1)

              	
                £

              	
                Fixed
                  Employer Contributions.
                  The Employer shall make an Employer Contribution on behalf of each
                  Participant in an amount determined as described below (check at
                  least
                  one):

              


      

      


      
        	 	
                (A)

              	
                £

              	
                In
                  an amount equal to ___% of each Participant’s Compensation each Plan
                  Year.

              


      

      



      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

       

      
        
          	 	(B)	
                  £

                	In an amount determined and allocated as described below:
                  


        

        
          	 	
                  (C) 

                	
                  £

                	
                  In
                    an amount equal to (check at least
                    one):

                


        

      

      


      
        	 	
                (i.)
                  £ 

              	
                Any
                  profit sharing contribution that the Employer would have made on
                  behalf of
                  the Participant under the following qualified defined contribution
                  plan
                  but for the limitations imposed by Code Section
                  401(a)(17):

              


      

       

      
        	 	
                (ii.)
                  £

              	
                Any
                  contribution described in Code Section 401(m) that the Employer
                  would have
                  made on behalf of the Participant under the following qualified
                  defined
                  contribution plan but for the limitations imposed by Code Section
                  401(a)(
                  17):

              


      

       

      
        	 	
                (2)

              	
                 £

              	
                Discretionary
                  Employer Contributions.
                  The Employer may make Employer Contributions to the accounts of
                  Participants in any amount, as determined by the Employer in its
                  sole
                  discretion from time to time, which amount may be
                  zero.

              


      

      


      
        	 	
                (3)

              	
                 £

              	
                Eligibility
                  Requirement(s) for Employer Contributions.
                  A
                  Participant shall only be entitled to Employer Contributions under
                  Section
                  1.05(c)(l) for a Plan Year if the Participant satisfies the following
                  requirement(s) (Check the appropriate box(es). Options (B) and
                  (C) may not
                  be elected together):

              


      

      
        	 	
                (A)

              	
                £

              	
                Is
                  employed by the Employer on the last day of the Plan
                  Year.

              


      

      


      
        	 	
                (B)

              	
                £

              	
                Earns
                  at least 500 Hours of Service during the Plan
                  Year.

              


      

      


      
        
          	 	
                  (C)

                	
                  £

                	
                  Earns
                    at least 1,000 Hours of Service during the Plan
                    Year.

                


        

        
          	 	 	 	 


        

        
          	 	(D)	£	 Other:


        

      

       

      
        	 	
                (E)

              	
                £

              	
                No
                  requirements.

              


      

      


      1.06
         DISTRIBUTION
        DATES

      


      Distribution
        from a Participant’s Account pursuant to Section 8.02 shall begin upon the
        following date(s) (check either (a) or (b); check (c), if desired):

      


      (a) £ Non-Class
        Year Accounting (complete (1) and (2)).

      


      (1)  The
        earliest of termination of employment with the Employer (see Plan Section
        7.03)
        and the following event(s) (check appropriate box(es): if none selected,
        all
        distributions will be upon termination of employment):

       


      
        
          
          

        

        
          -
            5
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                (A)

              	
                £

              	
                Attainment
                  of Normal Retirement Age (as defined in Section
                  1.07(f)).

              


      

      


      
        	 	
                (B)

              	
                £

              	
                Attainment
                  of Early Retirement Age (as defined in Section
                  107(g)).

              


      

      


      
        	 	
                (C)

              	
                £

              	
                The
                  date on which the Participant becomes disabled (as defined in Section
                  1.07(h)).

              


      

      


      (2)  Timing
        of
        distribution (check either (A) or (B)).

      


      
        	 	
                (A)

              	
                 £

              	
                The
                  distribution of the Participant’s Account will be begin in the month
                  following the event described in (a)(l) above, however, if the
                  event is
                  termination of employment, then such distribution will begin as
                  soon as
                  practicable on or after the 1st day of the seventh calendar month
                  following such separation if the Participant was a Key
                  Employee.

              


      

      


      
        	 	
                (B)

              	
                 £

              	
                The
                  distribution of the Participant’s Account will begin as soon as
                  administratively feasible in the calendar year following distribution
                  event described in (a)(l) above, provided however, that, if the
                  event is
                  termination of employ merit, in no event will such distribution
                  begin
                  earlier than the 1st day of the seventh calendar month following
                  such
                  separation if the Participant, was a Key
                  Employee.

              


      

      


      (b) R Class
        Year Accounting (complete (1) and (2)).

      


      (1) Upon
        (check at least one; (A) must be selected if plan has contributions pursuant
        to
        section 1.05(b) or (c)):

      


      
        	 	
                (A)

              	
                R

              	
                Termination
                  of employment with the Employer (see Plan Section 7.03); provided
                  however,
                  that if the event is termination of employment, in no event will
                  such
                  distribution begin earlier than the 1st day of the seventh calendar
                  month
                  following such separation if the Participant was a Key
                  Employee.

              


      

      


      
        	 	
                (B)

              	
                R

              	
                The
                  date elected by the Participant, pursuant to Plan Section 8.02,
                  and
                  subject to the restrictions imposed in Plan Section 8.02 with respect
                  to
                  future Deferral Contributions, in which event such date of distribution
                  must be at least one year after the date such Deferral Contribution
                  would
                  have been paid to the Participant in cash in the absence of the
                  election
                  to make the Deferral Contribution.

              


      

      


      (2) Timing
        of
        distribution subject to Subsection (b)(l)(A) above (check either
        (A)or(B)).

      


      
        	 	
                (A) 

              	
                R 

              	
                The
                  Distribution of the Participant’s Account will begin January
                  10th
                  (specify month and day) following the event described in (b)(l)
                  above.

              


      

      



      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                (B) 

              	
                £

              	
                The
                  Distribution of the Participant’s Account will begin ______ (specify month
                  and day) of the calendar year following the event described in
                  (b)(1)
                  above.

              


      

      


      (c) R Upon
        a Change of Control in accordance with Plan Section
        7.08.

      


      Note:
        Internal Revenue Code Section 280G could impose certain, adverse tax
        consequences on both Participants and the Employer as a result of the
        application of this Section 1.06(c). The Employer should consult with its
        attorney prior to electing to apply Section 1.06(c).

      


      1.07 VESTING
        SCHEDULE

      


      
        	 	
                (a)

              	
                The
                  Participant’s vested percentage in Matching Contributions elected in
                  Section 105(b) shall be based upon the schedule(s) selected
                  below.

              


      

      


      (1) R N/A
        -No
        Matching Contributions

      (2) £ 100%
        Vesting immediately

      (3) £ 3
        year
        cliff (see C
        below)

      (4) £ 5
        year
        cliff (see D
        below)

      (5) £ 6
        year
        graduated (see E
        below)

      (6) £ 7
        year
        graduated (see F
        below)

      (7) £ G
        below

      (8) £ Other
        (Attachment “B”)

      


      
        	
                Years
                  of Service for

              	 	 	
                 

                Vesting
                  Schedule

              	 
	
                Vesting

              	
                C

              	
                D

              	
                E

              	
                F

              	
                G

              
	
                0

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                 

              
	
                1

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                 

              
	
                2

              	
                0%

              	
                0%

              	
                20%

              	
                0%

              	
                 

              
	
                3

              	
                100%

              	
                0%

              	
                40%

              	
                20%

              	
                 

              
	
                4

              	
                100%

              	
                0%

              	
                60%

              	
                40%

              	
                 

              
	
                5

              	
                100%

              	
                100%

              	
                80%

              	
                60%

              	
                 

              
	
                6

              	
                100%

              	
                100%

              	
                100%

              	
                80%

              	
                 

              
	
                7

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              


      

      


      
        	 	
                (b)

              	
                The
                  Participant’s vested percentage in Employer Contributions elected in
                  Section 1.055(e) shall be based upon the schedule(s) selected
                  below.

              


      

      


      (1)
        R
        N/A
        - No
        Employer Contributions

      (2)
        £
        100%
        Vesting immediately

      (3)
        £
        3 year
        cliff (see C
        below)

      (4)
        £
        5 year
        cliff (see D
        below)

      (5)
        £
        6 year
        graduated (see E
        below)

      (6)
        £
        7
        year
        graduated (see F
        below)

      (7)
        £ G
        below

      (8)
        £
        Other
        (Attachment “B”)

       


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      


      


      
        	
                Years
                  of Service for

              	 	 	
                 

                Vesting
                  Schedule

              	 
	
                Vesting

              	
                C

              	
                D

              	
                E

              	
                F

              	
                G

              
	
                0

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                 

              
	
                1

              	
                0%

              	
                0%

              	
                0%

              	
                0%

              	
                 

              
	
                2

              	
                0%

              	
                0%

              	
                20%

              	
                0%

              	
                 

              
	
                3

              	
                100%

              	
                0%

              	
                40%

              	
                20%

              	
                 

              
	
                4

              	
                100%

              	
                0%

              	
                60%

              	
                40%

              	
                 

              
	
                5

              	
                100%

              	
                100%

              	
                80%

              	
                60%

              	
                 

              
	
                6

              	
                100%

              	
                100%

              	
                100%

              	
                80%

              	
                 

              
	
                7

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              	
                100%

              


      

      


      (c) £ Years
        of Service for Vesting shall exclude
        (check
        one):

      


      
        	 	
                (1)

              	
                £

              	
                for
                  new plans, service prior to the Effective Date as defined in Section
                  1.01(d).

              


      

      


      
        	 	
                (2)

              	
                £

              	
                for
                  existing plans converting from another plan document, service prior
                  to the
                  original Effective Date as defined in Section
                  1.01(d)(2).

              


      

       

      
        
          	
                	
                  (d) £

                	A
                  Participant will forfeit his Matching Contributions and Employer
                  Contributions upon the occurrence of the following
                  event(s):


        


      


      
        	 	
                (e)

              	
                A
                  Participant will be 100% vested in his Matching Contributions and
                  Employer
                  Contributions upon (check the appropriate box(es), if any; if l.06(c)
                  is
                  selected, Participants will automatically vest upon Change of Control
                  as
                  defined in Section
                  1.12):

              


      

      


      
        	 	
                (1)

              	
                £

              	
                Normal
                  Retirement Age (as defined in Section 1.07(F)).


              


      

      


      
        	 	
                (2)
                  

              	
                £

              	
                Early
                  Retirement Age (as defined in Section 1.07(g)).


              


      

      


      
        	 	
                (3)

              	
                £

              	
                Death.

              


      

      


      
        	 	
                (4)
                  

              	
                £

              	
                The
                  date on which the Participant becomes disabled as determined under
                  Section
                  l.07(h)of the Plan.

              


      

      


      (f) Normal
        Retirement Age under the Plan is
        (check
        one):

       

      
        
          	 	(1)	£	age 65.


        

        
          	 	 	 	 


        

        
          	 	(2)	£	age ___ (specify from 55 through 64).


        

        
          	 	 	 	 


        

        
          	 	
                  (3)

                	
                  £

                	
                  the
                    later of age ____ (cannot exceed 65) or the fifth anniversary
                    of the
                    Participant’s Commencement
                    Date.

                


        

      

      


      If
        no box
        is checked in this Section 1.07(f), then Normal Retirement Age is
        65.

      



      
        
          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                (g) £

              	
                Early
                  Retirement Age is the first day of the month after the Participant
                  attains
                  age ___ (specify 55 or greater) and completes ____ Years of Service
                  for
                  Vesting.

              


      

       

      
        
          	
                	
                  (h) £

                	
                  A
                    Participant is considered disabled when that Participant (check
                    one):

                


        


      


      
        	 	
                (1)
                  £

              	
                is
                  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.

              


      

      


      
        	 	
                (2)
                  £

              	
                is,
                  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, receiving income
                  replacement
                  benefits for a period of not less than 3 months under an accident
                  and
                  health plan covering employees of the
                  Employer.

              


      

      


      1.08 PREDECESSOR
        EMPLOYER SERVICE

      


      
        	 	
                £

              	
                Service
                  for purposes of vesting in Section 1.07(a) and (b) shall include
                  service
                  with the following
                  employees):

              


      

      


      1.09 UNFORESEEABLE
        EMERGENCY WITHDRAWALS

      


      Participant
        withdrawals for unforeseeable emergency prior to termination of employment
        (check one):

      


      
        
          	 	
                  (a)

                	
                  R

                	
                  will
                    be allowed in accordance with Section 7.07, subject to a
                    $1,000
                    minimum amount. (Must be at least
                    $1,000)

                


        

        
          	 	 	 	 


        

        
          	 	(b)	£	will not
                  be
                  allowed.


        

      

        

      1.10 DISTRIBUTIONS

      


      Subject
        to Articles 7 and 8 distributions under the Plan are always available as
        a lump
        sum. Check below to allow distributions in installment
        payments:

      


      
        	 	
                R

              	
                under
                  a systematic withdrawal plan (installments) not to exceed 10 years
                  which
                  (check one if box for this Section is
                  selected):

              


      

      


      (a) R will
        not be accelerated, regardless of the Participant’s Account
        balance.

      


      (b) £ will
        be accelerated to a lump sum distribution in accordance with Section
        8.03.

      


      1.11 INVESTMENT
        DECISIONS

      


      (a) Investment
        Directions

      Investments
        in which the Accounts of Participants shall be treated as invested and
        reinvested shall be directed (check one):

      



      
        
          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      


      
        	 	
                (1)
                  £

              	
                by
                  the Employer
                  among the options listed in (b)
                  below.

              


      

      


      
        
          	 	
                  (2)
                    R

                	
                  by
                    each Participant
                    among the options listed in (b)
                    below.

                


        

        
          	 	 	 


        

        
          	 	(3) £	in accordance with investment directions provided by each Participant
                  for all contribution sources in a Participant’s Account except the
                  following sources shall be invested as directed by the Employer
                  (check (A)
                  and/or (B)):


        

      

       

      (A) £ Nonelective
        Employer Contributions

      


      (B) £ Matching
        Employer Contributions

      


      The
        Employer must direct the applicable sources among the same investment options
        made available for Participant directed sources listed in the Service
        Agreement.

      


      (b) Plan
        Investment Options

      


      Participant
        Accounts will be treated as invested among the Investment Funds listed in
        the
        Service Agreement from time to time pursuant to Participant and/or Employer
        directions, as applicable.

      


      Note:
        The
        method and frequency for change of investments will be determined under the
        rules applicable to the selected funds. Information will be provided regarding
        expenses, if any, for changes in investment options.

      


      1.12
         RELIANCE
        ON PLAN

      


      An
        adopting Employer may not rely solely on this Plan to ensure that the Plan
        is
“unfunded and maintained primarily for the purpose of providing deferred
        compensation for a select group of management or highly compensated employees”
with respect to the Employer’s particular situation. This Agreement must be
        reviewed by the Employer’s attorney before it is executed.

      


      This
        Adoption Agreement may be used only in conjunction with the CORPORATEplan
        for
        Retirement Executive Plan Basic Plan Document.

      



      
        
          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      


      EXECUTION
        PAGE 

      (Fidelity’s
        Copy)

      


      IN
        WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
        this 8th
        day of
        December, 2005.

       

      
        	
                Employer

              	
                CREE,
                  INC.

              
	 	 
	
                By

              	
                /s/
                  Adam H. Broome

              
	 	 
	
                Title

              	
                Vice
                  President, Legal

              


      

       

       

      
        	
                Employer

              	
                CREE,
                  INC.

              
	 	 
	
                By

              	
                /s/
                  Brenda Castonguay

              
	 	 
	
                Title

              	
                VP-HR

              


      

      


      



      
        
          
          

        

        
          -
            11
            -

          
            

          

        

        
          
          

        

      


      EXECUTION
        PAGE 

      (Employer’s
        Copy)

      


      IN
        WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
        this 8th
        day of
        December, 2005.

      


      
        	
                Employer

              	
                CREE,
                  INC.

              
	 	 
	
                By

              	
                /s/
                  Adam H. Broome

              
	 	 
	
                Title

              	
                Vice
                  President, Legal

              


      

       

       

      
        	
                Employer

              	
                CREE,
                  INC.

              
	 	 
	
                By

              	
                /s/
                  Brenda Castonguay

              
	 	 
	
                Title

              	
                VP-HR

              


      

      


      


      



      
        
          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      


      Attachment
        A

      


      Pursuant
        to Section 1.03(a), the following are the Employees who are eligible to
        participate in the Plan:

      


      Dolph
        W.
        von Arx 

      James
        E.
        Dykes 

      Robert
        J.
        Potter, Ph.D. 

      Harvey
        A.
        Wagner

      


      


      
        	
                Employer

              	
                CREE,
                  INC.

              
	 	 
	
                By

              	
                /s/
                  Brenda Castonguay

              
	 	 
	
                Title

              	
                VP-HR

              
	 	 
	
                Date

              	
                December
                  8, 2005

              


      

      


      


      


      Note:
        The
        Employer must revise Attachment A to add Employees as they become eligible
        or
        delete Employees who are no longer eligible. Attachment A should be signed
        and
        dated every time a change is made.

      



      
        
          
          

        

        
          -
            13
            -

          
            

          

        

        
          
          

        

      


      Attachment
        B

      


      
        	
                (a) £ 

              	
                The
                  Participant’s vested percentage in Matching Contributions elected in
                  Section 1.05(b) shall be based upon the following
                  schedule:

              


      

      


       

      


      
        	
                (b) £

              	
                The
                  Participant’s vested percentage in Employer Contributions elected in
                  Section l.05(c) shall be bused upon the following
                  schedule:

              


      

      


       

      



      
        
          
          

        

        
          -
            14
            -

          
            

          

        

        
          
          

          
          

        

      



      


      Cree,
        Inc. 

      Directors’
        Deferred Compensation Plan

      


      Amendment
        to Adoption Agreement

      


      The
        following revisions to the CORPORATEplan
        for Retirement EXECUTIVE
        Plan Adoption Agreement (the “Adoption Agreement”) apply with respect to the
        Cree, Inc. Directors’ Deferred Compensation Plan established pursuant to the
        Basic Plan Document (the “Plan”) effective February 1, 2006 (the initial
        effective date of the Plan).

      


      1.

      


      Section
        1.03 is amended to read as follows:

      


      Each
        person who is a member of the Employer’s Board of Directors and who is not also
        a common law employee of the Employer (a “Non-Employee Board Member”) is
        eligible to participate in the Plan.

      


      2.

      


      Section
        1.04 is amended to read as follows:

      


      For
        purposes of determining Contributions under the Plan, Compensation shall
        be
        defined as follows:

      


      
        	 	
                1.

              	
                Each
                  retainer payment paid by the Employer to a Non-Employee Board Member
                  (“Retainer Payment”); and

              


      

      


      
        	 	
                2.

              	
                Each
                  meeting fee paid by the Employer to a Non-Employee Board Member
                  (“Meeting
                  Fee”).

              


      

      


      3.

      


      Section
        1.05(a) is amended to read as follows:

      


      The
        Employer shall make a Deferral Contribution in accordance with, and subject
        to,
        Section 4.01 on behalf of each Participant in an amount equal to the amount
        of
        Compensation that the Participant has elected to defer for the calendar year
        (or
        portion of the calendar year) to which such election applies. A Participant
        may
        elect to defer up to 100% of his or her Compensation for a calendar year.
        Each
        Participant must make a separate deferral election with respect to his Retainer
        Payments and his Meeting Fees for such calendar year. An election to defer
        Retainer Payments for a calendar year shall apply to each Retainer Payment
        (i)
        paid in such calendar year, if such payment applies to services performed
        entirely after the date of payment, or (ii) for services performed in a period
        beginning in such calendar year, if such payment is made after such period
        begins. An election to defer Meeting Fees for a calendar year shall apply
        to the
        Meeting Fees paid for all meetings held in such calendar year.


      
        
          
          

        

        
          -
            1 of
            2 -

          
            

          

        

        
          
          

        

      


      


      4.

      


      Section
        1.07 shall be amended by deleting subsection (f).

      


      5.

      


      Except
        as
        provided herein, the Adoption Agreement shall be unchanged.

      


      IN
        WITNESS WHEREOF, the Company has caused this Amendment to be executed by
        a duly
        authorized officer as of the day and year first written above.

      


      


      
        	
                Cree,
                  Inc.

              
	 	 
	
                By:

              	
                /s/
                  Adam H. Broome 

              
	 	 
	
                Title:

              	
                Vice
                  President, Legal 

              


      

      



      
        
          
          

        

        
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            2 of 2
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