**EXHIBIT 10.45**

 

**The CORPORATE*****plan forRetirementSM*******

**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 Employermust 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 Employer’sparticular 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 toexecution.**

 

**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 inStatus
   
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
   
 

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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
   
11.04 – Cost of Administration
   
 

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**PREAMBLE**

 

**It is the intention ofthe 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 themeanings 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 lossesincluded 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 theoptional 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 aParticipant. 

 

(5) “Code” means theInternal Revenue Code of 1986, as amended from time to time. 

 

(6) “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’strade 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 expenseallowances, 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 theapplication of Sections 125, 402(a)(8), 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 theemployment 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 oran Owner-Employee, Compensation means the Self-Employed Individual’s Earned Income. 

 

(7)“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-providingfactor, 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 Section164(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 theCode. 

 

(8) “Employee” means anyemployee of the Employer, Self-Employed Individual or Owner-Employee. 

 

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

 

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

 

(11) “Entry Date” means the date(s) designated inSection 1.03(b). 

 

(12) “ERISA” meansthe Employee Retirement Income Security Act of 1974, as from time to time amended. 

 

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

 

(14) “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 theperformance 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 Employeror 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 employmentrelationship 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 periodof 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 reimbursesthe 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 noduties falls within two or more computation periods and if the payment made on account of such period is not 

 

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calculated onthe 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 situatedEmployees; and 

 

(C) Each hour notcounted 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 computationperiod to which the award or agreement pertains rather than the computation period in which the award agreement or payment is made. 

 

For purposes of determining Hours of Service, Employees of the Employer and of all Related Employers will be treated asemployed 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 byreference. 

 

Solely for purposesof 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 otherwisebeen 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) forpurposes 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 creditingis necessary to prevent a break in service in that period, or (2) in all other cases, in the following computation period. 

 

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

 

(16) “Owner-Employee” means, if theEmployer 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. 

 

(17) “Participant” means any Employee whoparticipates in the Plan in accordance with Article 3 hereof. 

 

(18) “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 inthe Service Agreement. 

 

(19) “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. 

 

(20) “Plan Year” means the 12-consecutive-monthperiod designated by the Employer in Section 1.01(d). 

 

(21) “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 theCode) or an affiliated service group (as defined in Section 414(m)), or are trades or businesses (whether or not incorporated) which are under 

 

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commoncontrol (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). 

 

(22) “Self-Employed Individual” means an individual who has Earned Income for the taxable year fromthe 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. 

 

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

 

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

 

(25) “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 theclaims 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. 

 

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

 

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

 

(28) “Years of Service for Vesting” means, with respect to any Employee, the number of whole years of his periods of servicewith 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) commencingwith 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 12consecutive months. Fractional periods of a year will be expressed in terms of days. 

 

In the case of a Participant who has 5 consecutive 1-year breaks in service, all years of service after such breaks inservice 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 thataccrues 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-breakservice 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 periodof 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 fromservice. 

 

In the case of anindividual 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, anabsence 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 inconnection 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. 

 

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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 bythe 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 contextclearly indicates otherwise. 

 

**Article 3. Participation.**

 

**3.01. Date of Participation.** An eligibleEmployee (as set forth in Section 1.03(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 becomeeffective, as determined under Section 4.01. 

 

**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 hecompletes 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 inthe 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 individualshall not be entitled to make Deferral Contributions or receive an allocation of Matching contributions during the period that he is not an eligible Employee. Such Participant shall continue to receive credit for service completed during the periodfor 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 toexecute a salary reduction agreement with the Employer to reduce his Compensation by a specified percentage, not exceeding the percentage set forth in Section 1.05(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 deferCompensation 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 1.05(a)(2). An election once made will remain in effect until a newelection is made, provided, however that such an election choosing a distribution date pursuant to 1.06(b)(1)(B) will become ineffective the first day of the calendar year preceding the calendar year in which the election requires the distributionto be made. 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. Amounts credited to a Participant’s account prior tothe 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 saidreduction. Under no circumstances may a salary reduction agreement be adopted retroactively. A Participant may revoke a salary reduction agreement for a calendar year during that year, provided, however, that such revocation shall apply only toCompensation 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, 

 

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(a) in thecalendar 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 Planis first effective, which election shall be effective with respect to Compensation payable with respect to services rendered after the date of the election; and 

 

(b) in the event the Employer has elected to permit the deferral of bonus payments hereunder, a salaryreduction agreement applicable to such bonus deferral must be made in the calendar year immediately preceding the calendar year to which the bonus relates. 

 

**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 ofthe “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)(1), the Employer shall make an “Employer Contribution” to be credited to the account maintainedon 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” tobe 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 1.05(c)(2), the Employer shall not berequired 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 Trustas 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 and Deferral Contributions credited to the Account onbehalf 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 itdecides 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 theTrustee 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 ineligible 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 theEmployer’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 sharesof that Permissible Investment. 

 

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(b) Expensesthat 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 attainshis 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 RetirementAge, 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 bedistributed 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 hisAccount, 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, hisAccount 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 thereaftercredited 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 Participant may designate a Beneficiary or Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries, by givingnotice 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 sufficientdocumentation 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 bepaid 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 beencompleted, 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. 

 

**7.03. Other Termination of Employment.** If provided by theEmployer 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 Contributionsto his Account, as adjusted for income, expense, gain, or loss, such percentage(s) determined in accordance with the vesting schedule(s) selected by the Employer in Section 1.07, and (ii) the value of the Deferral Contributions to his Account asadjusted 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. 

 

**7.04. Separate Account.** If a distribution from aParticipant’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 MatchingContributions 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 thefollowing provisions. 

 

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At anyrelevant 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 Pis 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 therelevant 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 hisemployment, 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 singlepayment, 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 properlycharged 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 extentpermitted 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 a unforeseeable emergency as determined by the Administrator. 

 

**7.08. Change in Control.** If the Employer has elected to applySection 1.06(c), then, upon a Change in Control, as defined in Section 1.12, 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 balancesunder the Plan and all such amounts shall be paid out to Participants as soon as administratively practicable. 

 

**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 inSection 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) fora time period not exceeding 15 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 specifiedby 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 haveterminated 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 1.06(b), theParticipant will receive a distribution of all amounts not deferred pursuant to Section 1.06(b)(1)(B) (and earnings attributable to those amounts) upon termination of employment. If elected by the Employer in Section 1.06(b)(1)(B), the Participantshall 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 firstday 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, theParticipant shall receive a distribution in the form provided in Section 8.01. If the Participant 

 

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dies beforeany 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 beenpaid 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 theParticipant’s Beneficiary in the form provided in Section 8.01 as if the Participant had elected to be paid at termination of employment. 

 

**8.03. Determination of Method of Distribution.** The Participant will determine the method of distribution of benefits to himself and hisBeneficiary, subject to the provisions of Section 8.02. Such determination will be made at the time the Participant makes a deferral election. Unless the Employer has elected Section 1.06(b) to control distributions, the period certain specified ina 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 madean 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 in which that election wasaltered in the manner prescribed by the Administrator. If the Participant does not designate in the manner prescribed by the Administrator the method of distribution to him and his Beneficiary, the method of distribution shall be a lump sum attermination of employment. 

 

**8.04. Notice toTrustee.** 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. TheAdministrator’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 hissalary 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. 

 

**Article 9. Amendment and Termination.**

 

**9.01 Amendment by Employer.** The Employer reserves the authority to amend the Plan by filing with the Trustee anamended 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 ofthe 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 onbehalf 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 isnecessary 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 theEmployer 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 thePlan 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 

 

**9.04. Distribution uponTermination of the Plan.** Upon termination of the Plan, no further Deferral Contributions or Matching Contributions shall be made under the Plan, but Accounts of Participants maintained under the Plan at the time of termination shall continueto 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 inno 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, eithervoluntarily 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. 

 

**10.04. Facility of Payment.** In the event the Administrator determines, on the basis of medical reports or otherevidence 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 careand 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 benefitshereunder to such recipient. 

 

**10.05. Information betweenEmployer 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 respectiveduties 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 providedbelow 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 itat 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 withthe 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 ofMassachusetts, without regard to its conflicts of law principles. 

 

10 

 

**Article 11. PlanAdministration.**

 

**11.01. Powers andresponsibilities 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 powersand responsibilities include, but are not limited to, the following: 

 

(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 thePlan; 

 

(c) To decide all questions concerningthe 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 theprovisions of the Plan; 

 

(f) To determine theperson 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 I of ERISA; 

 

(i) To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan; 

 

(j) By written instrument, to allocate and delegate itsresponsibilities, 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 exerciseits authority in a nondiscriminatory manner so that all persons similarly situated will receive substantially the same treatment. 

 

**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 claimin 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 topertinent 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 betaken 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 givenwithin 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 personwithin 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 oftime to process the claim, the Plan Administrator must notify 

 

11 

 

the claimantbefore 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 theclaimant 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 thatnotice. 

 

(b) Review Procedure. Within 60days 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 otherinformation 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 forbenefits. 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 benefitdetermination. 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 specificreferences 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 therequest, 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 circumstancesrequiring 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, theclaimant 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 andwill 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 consultedregarding 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’sbenefit 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. 

 

**11.04. Costs of Administration.** Unless some or all costs and expenses are paid by the Employer, all reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by theAdministrator and the Trustee in administering the Plan and Trust will be paid first from the forfeitures (if any) resulting under Section 7.05, then from the remaining Trust Fund. All such costs and expenses paid from the Trust Fund will, unlessallocable to the Accounts of particular Participants, be charged against the Accounts of all Participants on a prorata basis or in such other reasonable manner as may be directed by the Administrator. 

 

12 

 

**TheCORPORATE*****plan for RetirementSM*******

**EXECUTIVE PLAN**

 

**Adoption Agreement**

 

**IMPORTANT NOTE**

 

**This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmentalentity. 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 toensure 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 respectto the Employer’s 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 theEmployer’s attorney prior to execution.**

 

**ADOPTIONAGREEMENT**

**ARTICLE 1**

 

**1.01 PLAN INFORMATION**

 

***(a) Name of Plan:***

 

This is the Digitas LLC Deferred Compensation Plan (the “Plan”). 

 

***(b) Name of Plan Administrator, if notthe Employer:***

 

Address:
  
Phone Number:
  
 

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)
  
 ̈

 
  
Effective Date of new Plan:                            

(2)
  
x

 
  
Amendment Effective Date: January 1, 2003
       
The original effective date of the Plan: March 1, 2000

 

1 

 

**1.02 EMPLOYER**

 
 ***(a)*** ***The Employer is:***     Digitas LLC 
 
 Address:                       800 Boylston Street Boston, MA02199 
 
 Contact’s Name:          Erica Quigley 
 
 Telephone Number:     617-867-1608 
 
 (1) Employer’s Tax Identification Number: 01—0572286 
 
 (2) Business form of Employer (check one): 
 

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

 

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

 
 (3) Employer’s fiscal year end: December 31 
 
 ***(b)*** ***The term “Employer” includes the following Related Employer(s)***(as defined in Section 2.01(a)(21)):******
 

See Section 1 to Amendment 1 to the DigitasLLC Deferred Compensation Plan Adoption Agreement 

 

 

 

2 

 

**1.03 COVERAGE**

 
 ***(a)*** ***The following Employees are eligible to participate in the Plan:***
 
 (1)  ̈ Only those Employees listed in AttachmentA will be eligible to participate in the Plan. 
 
 (2) x Only those Employees in the eligible class described below will be eligible to participate in the Plan:
 

all Executive Vice Presidents,Senior Vice Presidents, and select Vice Presidents with a base salary of $170,000 or more, excluding all individuals deemed by DTAS to be freelances, contract workers, temporary workers, contingent workers or similar status. 

 
 (3)  ̈ Only those Employees described in theBoard 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) x each January 1. 
 
 (2)  ̈ each January 1 and each July 1.
 
 (3)  ̈ each January 1 and each April 1, July 1and October 1. 
 
 (4)  ̈ the first day of each month.
 
 (5)  ̈ immediate upon meeting the eligibilityrequirements specified in Subsection 1.04(a). 
 

**1.04 COMPENSATION**

 

***For purposes of determining Contributions under the Plan, Compensation shall be as defined (check (a) or (b) below, as appropriate):***

 
 ***(a)*** ************x***in Section 2.01(a)(6),***(check (1) or (2) below, if and as appropriate)):******
 
 **(1)** ****x but excluding (check the appropriate box(es)): 
 

**(A)**x Overtime Pay. 

 

**(B)** ̈ Bonuses. 

 

3 

 

**(C)**x Commissions. 

 

**(D)**x 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 theEmployee’s taxable income. 

 

**(E)**x The following: 

 

gain on exercised stock options, spot bonuses, relocation bonuses, any non-annual bonus. 

                                                                                                                                                  

                                                                                                                                                  

 

***(2)*** ̈ except as otherwise provided below: 

 

                                                                                                                                               

                                                                                                                                               

                                                                                                                                               

 

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

 

**1.05 CONTRIBUTIONS**

 

*******(a) Employee contributions (Complete all that apply)*******

 
 ***(1)*** x Deferral Contributions. The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 onbehalf 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 100% of Compensation for that calendar year, subject, however,to any election regarding bonuses, as set out in Subsection 1.05(a)(2). 
 
 ***(2)*** ******x Bonus Contributions. The Employer may allow Participants upon proper notice and approval to enter into a specialsalary reduction agreement to make Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer that are made for such Participants during the calendar year. The Compensation definition elected by theEmployer 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 MatchingContribution 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% 

 

4 

 
 **(B)** **** ̈ 100% 
 
 **(C)** **** ̈ _____% 
 
 **(D)** **** ̈ (Tiered Match) ______% of the first______% of the Participant’s Compensation contributed to the Plan, 
 
 ****___________% of the next ______% of the Participant’s Compensation contributed to the Plan, 
 
 ****___________% of the next ______% of the Participant’s Compensation contributed to the Plan 
 
 **(E)** **** ̈ The percentage declared for theyear, if any, by a Board of Directors’ resolution. 
 
 **(F)** **** ̈ Other:________________________________ 
________________________________ 

________________________________ 

________________________________ 

 
 **(*****2)*** ********** ̈ Matching ContributionOffset. For each Participant who has made deferrals of at least the maximum amount allowed pursuant to Section 402(g) of the Code or the maximum allowed under the Employer’s plan listed below to such plan, the Employer shall make a MatchingContribution in an amount equal to (A) minus (B) below: 
 
 ***(A)*** ******The Matching Employer Contribution, as defined in the ___________________________ Plan that the Participant would have received under the_________________________ Plan on the sum of the Deferral Contributions and the Participant’s deferrals hereunder, as defined therein, that the Participant actually made to such Plan, if no limits otherwise imposed by the Code, and regulationsissued thereunder, applied to such Matching Employer Contribution and the Participant’s Deferral Contributions are deemed to have been made to the Plan; 
 
 ***(B)*** ******The Matching Employer Contributions actually made to such Participant under the ___________________________ Plan for the Plan Year of the determinationof the Matching Contribution hereunder. 
 
 **(*****3)*** ********** ̈ Matching ContributionLimits (check the appropriate box(es)): 
 

5 

 
 **(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 MatchingContributions 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 beentitled 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 lastday of the Plan Year. 
 
 **(B)**  ̈ Earns at least 500 Hours of Service duringthe Plan Year. 
 
 **(C)**  ̈ Earns at least 1,000 Hours of Serviceduring 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 Section1.05(b)(3)). 

 
 ***(c)*** ***Employer Contributions***
 
 ***(1)***  ̈Fixed Employer Contributions. TheEmployer 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 eachParticipant’s Compensation each Plan Year. 
 
 **(B)**  ̈ In an amount determined and allocated asdescribed below: 
 

6 

 

                                                                                                                                                              

                                                                                                                                                              

                                                                                                                                                              

                                                                                                                                                              

 
 **(C)**  ̈ In an amount equal to (check at leastone): 
 

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

 

                                                                                                                                                              

                                                                                                                                                              

 
 *******(2)*******  ̈Discretionary EmployerContributions. 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 Section1.05(c)(1) 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 lastday of the Plan Year. 
 
 **(B)**  ̈ Earns at least 500 Hours of Service duringthe Plan Year. 
 
 **(C**)  ̈ Earns at least 1,000 Hours of Serviceduring the Plan Year. 
 
 **(D)**  ̈ Other:_________________________________________________________________________ 
________________________________________________________________________________ 

 
 **(E)**  ̈ No requirements.
 

**1.06 DISTRIBUTION DATES**

 

Distribution from a Participant’sAccount 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)).***
 

7 

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

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

 

***(B)*** ̈ Attainment of Early Retirement Age (as defined in Section 1.07(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)(1) above. 

 

*******(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)(1) above. 

 
 ***(b)*** ******x***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)***x Termination of employment with the Employer. 

 

***(B)***x 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 tofuture 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 DeferralContribution. 

 

8 

 

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

 

***(A)***x The Distribution of the Participant’s Account will beginMarch 1st (specify month and day) following the event described in (b)(1) above 

 

***(B)*** ̈ The Distribution of the Participant’s Account will begin _______ (specify month and day) of the calendar year following the eventdescribed in (b)(1) above. 

 
 ***(c)*** x***As soon as administratively feasible following a Change of Control (as defined in Section 1.12).***
 

**1.07 VESTING SCHEDULE**

 
 ***(a)*** ***The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the schedule(s) selected below.***
 
 **(1)** ********x 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**
  
**Vesting Schedule**
  
**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%

 

25 

 
***(b)      *** ***The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the schedule(s) selected below.***
 

**(1)**x 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”) 

 

**Years of**

**Service for**

**Vesting**
                
**Vesting Schedule**
           
**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(e)(1) 
 
 ****(2)   ̈ for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(e)(2). 
 
***(d)  *** ̈****** ***A Participant will forfeit his Matching Contributions and Employer Contributions upon the occurrence of the following event (s):***
 

                                                                                                                                                                                                                   

 

                                                                                                                                                                                                                   

 

                                                                                                                                                                                                                   

 

10 

 
***(e)      *** ***A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (check the appropriate box(es), if any; if 1.06(c) is selected,Participants will automatically vest upon Change of Control as defined in Section 1.12):***
 

(1)  ̈ NormalRetirement Age (as defined in Section 1.07(e)). 

 

(2)  ̈ Early Retirement Age (as defined in Section 1.07(f)). 

 

(3)  ̈ Death. 

 

(4)  ̈ The date on which the Participant becomes disabled, as determined underSection 1.07(h) of the Plan. 

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

(1) x age 65. 

 

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

 

(3)  ̈ the laterof 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. 

 
***(g)  ***x****** ***Early Retirement Age is the first day of the month after the Participant attains age 55 (specify 55 or greater) and completes 10 Years of Service for Vesting.***
 

***(h)******  ***x***The date on which a Participant becomes disabled is determined (check one):***

 

(1) x under the long-term disability plan maintained by the Employer inwhich the Participant participates. 

 

(2) ̈ under Title II or XVI of the Social Security Act. 

 

(3)  ̈ in the sole discretion of the Administrator based on factors applied in a uniform and nondiscriminatory manner. 

 

11 

 
**1.08** **PREDECESSOR EMPLOYER SERVICE**
 
  ̈ ***Service for purposes of vesting in Section 1.07(a) and (b) shall include service with the following employer(s):***
 
 *****(a)*****                                                                                                                                                                            
 
 *****(b)*****                                                                                                                                                                            
 
 *****(c)*****                                                                                      **                                                                                     
 
 ***(d)***                                                                                                                                                                            
 
**1.09** **UNFORESEEABLE EMERGENCY WITHDRAWALS**
 

***Participant withdrawals for unforeseeable emergency prior to termination of employment*** (check one; (b) must be selected if1.06(b) has been selected): 

 

***(a)***  x***will be allowed in accordance with Section 7.07, subject to a $ 1000.00 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 ininstallment payments:***

 

x***under a systematic withdrawal plan (installments) not to exceed 10 years.***

 
**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): 

 
 (1)   ̈ by the Employer among the options listed in (b) below. 
 
 (2)  x 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 shallbe invested as directed by the Employer (check (A) and/or (B)): 
 

12 

 
 **  ** **(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 Employerdirections, 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 regardingexpenses, if any, for changes in investment options. 
 
**1.12** **CHANGE IN CONTROL**
 
***  *** ***If Section 1.06(c) is selected, then, pursuant to Section 7.08 and notwithstanding any other provision of the Plan to the contrary, the Account Balances of allParticipants shall the become immediately nonforfeitable and shall become payable to the Participants as soon as practicable upon a change in the control of the Employer, as defined below:***
 

See Section 7 of the Amendment 

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                    . 

 

**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 Section 1.12. The Employer should consult with its attorney prior toselecting to apply Section 1. 06(c).**

 
**1.13** **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 deferredcompensation 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. 
 

13 

 

**EXECUTIONPAGE**

**(Fidelity’s Copy)**

 

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 2nd day of December, 2002. 

 

Employer
 
    /s/ Brian K. Roberts

 

By
 
 

Title
 
    Controller

 

Employer
 
 

By
 
 

Title
 
 

 

14 

 

**EXECUTIONPAGE**

**(Employer’s Copy)**

 

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 2nd day of December, 2002. 

 

Employer
 
/s/    Brian K.Roberts        

By
 
    Digitas

 

Title
 
    Controller

 

Employer
 
 

By
 
 

Title
 
 

 

15 

 

**Attachment A**

 

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

 

**Employer**
 
 

**By**
 
 

**Title**
 
 

**Date**
 
 

 
**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 anddated every time a change is made. 
 

16 

 

**Attachment B**

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

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

 

 
***(b)*** ****** ̈***The Participant’svested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the following schedule:***
 

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

                                                                                                                                                                                                                                                     

 

17 

 

FIRST AMENDMENTTO 

DIGITAS LLC DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT

 

The Digitas Inc. Deferred Compensation Plan Adoption Agreement, effective asof January 1, 2003 (the “Adoption Agreement”), is hereby amended as follows: 

 
1. Section 1.02(b) is amended by deleting Section 1.02(b) in its entirety and substituting therefore the following: 
 

“(b) The term ‘Employer’ includes Digitas Inc.and all entities under common control by Digitas Inc.” 

 
2. Section 1.02(c) is added to immediately follow Section 1.02(b) as follows: 
 

“(c) Pursuant to Section 11.01(j) of the Basic Plan Document and as described in Section 1.14 hereof,the Employer has allocated and delegated its responsibilities in administering the Plan, including but not limited to those responsibilities contained in such Section 11.01 of the Basic Plan Document, to the Employer’s Deferred CompensationPlan Committee.” 

 
3. Section 1.06(b)(1)(B) is amended by changing the one year limitation contained therein to a three year limitation. 
 
4. Section 1.06(b)(1)(B) is further amended by adding the following sentence at the end thereof: 
 

“Notwithstanding anything in the Basic Plan Document tothe contrary, any such date of distribution may be extended (or shortened) if an amended salary reduction agreement is filed by the Participant with the Employer at least one full calendar year before (i) such original date of distribution and (ii)such extended (or shortened) date of distribution; provided however, that only one such amendment may be filed with respect to a salary reduction agreement.” 

 
5. Section 1.06(b)(2) is amended by deleting Section 1.06(b)(2) in its entirety and substituting therefor the following: 
 

“(2) Timing of distribution. 

 

Notwithstanding anything in the Basic PlanDocument to the contrary, the Distribution of the Participant’s Account will begin: 

 

(A) In the case of an event described in (b)(1)(A) above, as soon as administratively feasible following such event; or 

 

(B) In the case of an event described in (b)(1)(B) above, the March 1 following such event.” 

 
6. Section 1.06(c) is amended by deleting Section 1.06(c) in its entirety and substituting therefor the following: 
 

“As soon as administratively feasible following ahostile Change in Control (as defined in Section 1.12).” 

 
7. Section 1.09 is amended by deleting Section 1.09 in its entirety and substituting therefor the following: 
 

“1.09 EARLY WITHDRAWALS

 

(a) ***Unforeseeable Emergency Withdrawals***

 

A Participant may elect towithdraw all or part of the balance of his/her Account in the event of an unforeseeable emergency in accordance with Section 7.07. A distribution pursuant to this Section may only be made to the extent reasonably necessary to satisfy theunforeseeable emergency need. 

 

(b)***Voluntary Early Withdrawal***

 

A Participant may at any time elect to receive ninety percent (90%) of the balance of his/her Account by filing a request with the Employer in accordance with procedures established by the Employer. The Employer shall pay such amount(determined as of the last day of the immediately preceding calendar month) in a lump sum in cash to the electing Participant as soon as practicable after receipt of the request. Immediately after such payment, the electing Participant’sAccount shall be reduced to zero. Thereafter, the electing Participant may not make any additional Deferral Contributions for the period beginning the calendar month that such election is made and ending the first calendar month of the second PlanYear after such election is made.” 

 
8. Section 1.10 is amended by deleting the second sentence thereof in its entirety and substituting therefor the following: 
 

“Distributions also may be made under the Plan in equalinstallments for a period of not more than fifteen (15) years.” 

 
9. Section 1.12 is amended by adding the following to the end of the first sentence thereof, after the phrase “as defined below:” 
 

“A ‘Change in Control’ shall be deemed to haveoccurred if: 

 

(i) there is an acquisition, inany transaction or series of transactions, by any ‘Person’ (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’)), of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of Digitas Inc. (the ‘Common 

 

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Stock’)or the combined voting power of the then outstanding voting securities of Digitas Inc. entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by (A) Digitas Inc. or any of its subsidiaries, or(B) any employee benefit plan (or related trust) of Digitas Inc. or its subsidiaries, or (C) any corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation and thecombined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficialowners, respectively, of the Common Stock and voting securities of Digitas Inc. immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares ofCommon Stock or the combined voting power of the then outstanding voting securities of Digitas Inc. entitled to vote generally in the election of directors, as the case may be; or 

 

(ii) persons who, as of January 1, 2003, constitute Digitas Inc.’s Board of Directors (the‘Incumbent Directors’) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any personbecoming a director of Digitas Inc. subsequent to January 1, 2003 shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election by either (A) a vote of at least a majority of theIncumbent Directors or (B) a vote of at least a majority of the Incumbent Directors who are members of a nominating committee comprised, in the majority, of Incumbent Directors; but provided further, that any such person whose initial assumption ofoffice is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board,including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or 

 

(iii) there occurs either (A) the consummation of a reorganization, merger or consolidation, in each case,with respect to which the individuals and entities who were the respective beneficial owners of the Common Stock and voting securities of Digitas Inc. immediately prior to such reorganization, merger or consolidation do not, following suchreorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in theelection of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation, or (B) an approval by the shareholders of Digitas Inc. of a complete liquidation or dissolution of Digitas Inc. or of the saleor other disposition of all or substantially all of the assets of Digitas Inc.. 

 

A Change in Control is deemed ‘hostile’ if it is not recommended for approval to the shareholders of Digitas Inc. by the Digitas Inc. Board of Directors.” 

 

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10. Section 1.14 is added to immediately follow Section 1.13 as follows: 
 

**“1.14 Deferred Compensation Plan Committee and Administrative Committee.**

 

(a) Plan Committee. The Plan shall be administered bythe Employer’s Deferred Compensation Plan Committee (the ‘Plan Committee’). A majority of the members of the Plan Committee shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the PlanCommittee shall be by a vote of a majority of its members present at any meeting or, without a meeting, by an instrument in writing signed by all its members. Members of the Plan Committee may participate in a meeting of such committee by means of atelephone conference or similar communication that enables all persons participating in the meeting to hear all other participants and communicate with them simultaneously, and such participation in a meeting shall constitute presence in person atthe meeting and waiver of notice of such meeting. 

 

The Plan Committee shall have all powers necessary to administer the Plan, including discretionary authority to determine eligibility for benefits and to decide claims under the terms of the Plan, except to the extent such powers arevested in any other person by the Plan Committee. The Plan Committee may from time to time establish rules for the administration of the Plan and shall have the exclusive right to interpret the Plan and to decide any matters arising in connectionwith the administration and operation of the Plan. All rules, interpretations and decisions of the Plan Committee shall be conclusive and binding on the Employer, Participants and Beneficiaries. 

 

(b) Administrative Committee. The Plan Committee hasdelegated to the Administrative Committee responsibility for performing certain administrative and ministerial functions under the Plan. The Administrative Committee shall be responsible for determining in the first instance issues related toeligibility, determination of Participant Account balances, withdrawals, Deferral Contribution elections and other duties concerning the day-to-day operation of the Plan. The Plan Committee may delegate to the Administrative Committee such otherduties as it may determine. The Administrative Committee may designate one of its members as a chairperson and may retain and supervise outside providers, third party administrators, record keepers and professionals (including in-houseprofessionals) to perform any or all of the duties delegated to it. 

 

(c) No Liability. Neither the Plan Committee, nor the Administrative Committee, nor a member of the Employer’s Board of Directors shall be liable for any act or action hereunder, whether by omission orcommission, by any other member or employee or by any agent to whom duties in connection with the administration of the Plan have been delegated or for anything done or omitted to be done in connection with the Plan. The Plan Committee and theAdministrative Committee shall keep records of all of their respective proceedings and the Administrative Committee shall keep records of all payments made to Participants or Beneficiaries and payments made for expenses or otherwise. 

 

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(d)Indemnification. The Employer shall, to the fullest extent permitted by law, indemnify each director, officer, member or employee, as applicable, of the Employer (in each case, including the heirs, executors, administrators and other personalrepresentatives of such person), and each member of the Plan Committee and Administrative Committee against expenses (including at attorneys’ fees), judgments, fines, amounts paid in settlement, actually and reasonably incurred by such personin connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or wasserving the Plan in any capacity at the request of the Employer, the Plan Committee or Administrative Committee. 

 

(e) Expenses. Any expenses incurred by the Employer, the Plan Committee or the Administrative Committee relative to theadministration of the Plan shall be paid by the Employer and/or may be deducted from the Deferral Contributions of the Participants as determined by the Plan Committee.” 

 
11. Except as amended herein, the Adoption Agreement is hereby confirmed in all other respects. 
 

In witness whereof, the parties hereto have caused this First Amendment to beexecuted by their duly authorized officers, as of this 1st day of January 2003. 

 

FIDELITY MANAGEMENT TRUST COMPANY

By:
 
 
  
Its:

DIGITAS INC.

By:
 
                    /s/ Brian K. Roberts

 
  
Its:

 

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