Unassociated Document


    AMENDED
AND RESTATED

    HARRIS
& HARRIS GROUP, INC

    EXECUTIVE
MANDATORY RETIREMENT BENEFIT PLAN

    


    SECTION
I

     

    PURPOSE

     

    1.1           Purpose. The purpose
of this Amended and Restated Harris & Harris Group, Inc. Executive Mandatory
Retirement Benefit Plan (the “Plan”) is to provide those employees of Harris
& Harris Group, Inc. who are required to retire pursuant to the Harris &
Harris Group, Inc. Executive Mandatory Retirement Program with a nonforfeitable
retirement benefit which will satisfy the requirements for exempting those
employees from any prohibitions against mandatory retirement which might
otherwise apply under any age discrimination laws applicable to such
terminations of employment.  This Plan was originally effective March
20, 2003 and was amended and restated effective January 1, 2005 for compliance
with Code Section 409A.  The Plan is hereby amended and restated
effective January 1, 2009 to meet the short-term deferral exemption from Code
Section 409A.  As of January 1, 2009 and as of the date this Plan is
signed, there are no current Plan participants.  This Plan shall apply
to new participants only.

     

    SECTION
II

     

    DEFINITIONS

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
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    SECTION
III

     

    BENEFITS

     

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

     

    3.2           Payment of Plan
Benefit.

     

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

     

    (b)           Section
3.2(a) shall not apply to payment of Plan Benefits to a Participant whose
Effective Mandatory Retirement Date was on or before December 31,
2008.  The terms of the Plan prior to this Amendment shall control the
timing of payment, except that neither the Company nor the Participant may
adjust or change the timing of payment.

     

    3.2           Vesting. Each
Participant shall become completely vested in his or her Plan Benefit on the
Participant's Effective Mandatory Retirement Date and the Plan Benefit shall be
nonforfeitable, provided that the Plan Benefit will only vest if the Participant
remains employed through the Participant's Effective Mandatory Retirement
Date.

     

    SECTION
IV

     

    ADMINISTRATION

     

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

     

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

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

    SECTION
V

     

    NONALIENATION OF
BENEFITS

     

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

     

    SECTION
VI

     

    AMENDMENT AND
TERMINATION

     

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

     

    SECTION
VII

     

    MISCELLANEOUS

     

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

     


    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer as of January 1, 2009, but actually on the date set
forth below.

     

    


     

    HARRIS & HARRIS GROUP,
INC.

    


    


    /s/ Daniel
B. Wolfe

    Daniel B. Wolfe, President

    


    Date:  November 5,
2009


    
      
         


      

      
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    HARRIS
& HARRIS GROUP, INC.

    EXECUTIVE
MANDATORY RETIREMENT PROGRAM

    


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

     

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

     

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

     

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

     

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

     

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

     

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