Eos International, Inc.  2003 Deferred Compensation Plan






	



     



Eos International, Inc. 



2003 Deferred
Compensation Plan 



     



















	



     



Eos International, Inc. 



2003 Deferred Compensation
Plan 



     












			Page
			 
	1.	 	Purposes	 	1	 
	2.	 	Definitions	 	1	 
	3.	 	Administration	 	3	 
	4.	 	Participation	 	4	 
	5.	 	Deferrals	 	4	 
	6.	 	Deferral Accounts	 	5	 
	7.	 	Settlement of Deferral Accounts	 	7	 
	8.	 	Amendment/Termination	 	7	 
	9.	 	General Provisions	 	7	 
	10.	 	Claim and Appeal Procedure	 	9	 
	11.	 	Effective Date	 	10	 











	




     



Eos International, Inc. 

2003 Deferred Compensation Plan 



     



        1.     
Purposes.   The
purposes of this Eos International, Inc. 2003 Deferred           Compensation Plan (the
“Plan”) are to provide a select group of           management or highly
compensated employees of Eos International, Inc. (the           “Company”),
with the opportunity to elect to defer receipt of           specified portions of
compensation and fees and to have such deferred amounts           treated as if invested
in specified investment options. 



        2.     
Definitions.   In
addition to the terms defined in Section 1 above, the           following terms used in
the Plan shall have the meanings set forth below: 



               (a)
     “Administrator” shall mean the Administration Committee set
forth in           Section 3(b) to whom the Committee may delegate the authority to take
action           under the Plan. 



               (b)
     “Beneficiary” shall mean the beneficiary designated by the
Participant           under the Company-paid group term life insurance plan, unless the
Participant           has designated any other person or persons (who may be designated
contingently           or successively and which may be an entity other than a natural
person) on a           form supplied by the Administrator to receive benefits payable in
the event of           the death of the Participant. In the event of the Participant’s
death           without an effective Beneficiary designation, any Plan benefits payable
shall be           paid in equal parts to the Participant’s surviving spouse or, if
the           Participant has no surviving spouse, to the Participant’s surviving
          children or, if the Participant has no surviving children, to the
          Participant’s surviving parents, or if the Participant has no surviving
          parents, to the Participant’s surviving siblings or, if the Participant
has           no surviving siblings, to the Participant’s estate. 



        
       (c)
     “Board” shall mean the Board of Directors of Eos
International, Inc. 



           
    (d)
     “Change of Control” shall mean: 













		(i)   any
“person” (as such term is used in Sections 13(d) and 14(d) of the
                    Exchange Act), other than a trustee or other fiduciary holding
securities under                     an employee benefit plan of the Company, any person
or “group” (as                     such term is used in Regulation D-G of the
Securities and Exchange Commission                     under the Exchange Act) who on the
Effective Date is the beneficial owner (as                     defined herein) of 5% or
more of any class of equity securities of the Company,                     or a person
engaging in a transaction of the type described in clause (iii) of
                    this subsection but which does not constitute a change in control
under such                     clause, is or becomes the “beneficial owner” (as
defined in Rule 13d-3                     under the Exchange Act), directly or
indirectly, of securities of the Company                     representing 45% or more of
the combined voting power of the Company’s then                     outstanding
securities;  















		(ii)   during
any period of two consecutive years following the Effective Date,
                    individuals who at the beginning of such period constitute the Board
and any new                     director (other than a director designated by a person
who has entered into an                     agreement with the Company to effect a
transaction described in clauses (i),                     (iii) or (iv) of this
subsection) whose election by the Board or nomination for                     election by
the Company shareholders was approved by a vote of at least
                    two-thirds of the directors then still in office who either were
directors at                     the beginning of the period or whose election or
nomination for election was                     previously so approved, cease for any
reason to constitute a majority thereof;  







		(iii)   the
shareholders of the Company approve, or if no shareholder approval is
                    required or obtained, the Company or a subsidiary of the Company
completes a                     merger, consolidation or similar transaction of the
Company or a subsidiary of                     the Company with or into any other
corporation, or a binding share exchange                     involving the Company’s
securities occurs, other than any such transaction                     which would result
in the voting securities of the Company outstanding                     immediately prior
thereto continuing to represent (either by remaining                     outstanding or
by being converted into voting securities of the surviving                     entity) at
least 51% of the combined voting power of the Voting Stock of the
                    Company or such surviving entity outstanding immediately after such
transaction;                     or  







		(iv)   the
shareholders of the Company approve a plan of complete liquidation of the
                    Company or an agreement for the sale or disposition by the Company of
all or                     substantially all the Company’s assets.  








	





               (e)     
     “Code” shall mean the Internal Revenue Code of 1986, as amended.
          References to any provision of the Code or regulation (including a proposed
          regulation) thereunder shall include any successor provisions or regulations. 



               (f)     
     “Committee” shall mean the Compensation Committee of the Board. Any
          function of the Committee may be delegated to the Administrator. In the absence
          of any such delegation, the Committee shall be treated as the Administrator. 



               (g)     
     “Deferral Account” shall mean the account or subaccount
established           and maintained by the Company for specified deferrals and
contributions           attributable to a Participant, as described in Section 5.
Deferral Accounts will           be maintained solely as bookkeeping entries by the
Company to evidence unfunded           obligations of the Company. 



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               (h)
     “Exchange Act” shall mean the Securities Exchange Act of
1934, as           amended. References to any provision of the Exchange Act or rule
thereunder           shall include any successor provisions or rules.  



               (i)
     “Participant” shall mean any employee of the Company who is
on U.S.           payroll and subject to taxation in the United States and who is
designated by           the Committee as an eligible Participant in the Plan and who
participates or           makes an election to participate in the Plan. 



               (j)
     “Plan Year” shall mean the period from September 1, 2003
through           December 31, 2003, and thereafter shall mean the calendar year. 



               (k)
     “Trust” shall mean any trust or trusts established by the
Company as           part of the Plan; provided, however, that the assets of such
trusts shall           remain subject to the claims of the general creditors of the
Company. 



               (l)
     “Trustee” shall mean the trustee of a Trust. 



               (m)
     “Trust Agreement” shall mean the agreement entered into
between the           Company and the Trustee to carry out the purposes of the Plan, as
amended or           restated from time to time. 



               (n)
     “Valuation Date” shall mean the close of business on the
last business           day of each calendar month. 



               (o)
     “Voting Stock” shall mean capital stock of a corporation
which gives           the holder the right to vote in the election of directors for such
corporation           in the ordinary course of business and not as the result of, or
contingent upon,           the happening of any event. 



        3.     Administration. 



               (a)
     Authority.   Both the Committee and the Administrator (subject to the
          ability of the Committee to restrict the Administrator) shall administer the
          Plan in accordance with its terms, and shall have all powers necessary to
          accomplish such purpose, including the power and authority to construe and
          interpret the Plan, to define the terms used herein, to prescribe, amend and
          rescind rules and regulations, agreements, forms, and notices relating to the
          administration of the Plan, and to make all other determinations necessary or
          advisable for the administration of the Plan. Any actions of the Committee or
          the Administrator with respect to the Plan shall be conclusive and binding upon
          all persons interested in the Plan, except that any action of the Administrator
          will not be binding on the Committee. The Committee and Administrator may each
          appoint agents and delegate thereto powers and duties under the Plan, except as
          otherwise limited by the Plan. 




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               (b)
     Administrator.   The Administration Committee shall consist of such number
          of members as shall be determined by the Committee, each of whom shall be
          appointed by, shall remain in office at the will of, and may be removed, with
or           without cause, by the Committee. Any member of the Administration Committee
may           resign at any time. No member of the Administration Committee shall be
entitled           to act on or decide any matter relating solely to himself or herself
or any of           his or her rights or benefits under the Plan. The members of the
Administration           Committee shall not receive any special compensation for serving
in their           capacities as members of the Administration Committee but shall be
reimbursed           for any reasonable expenses incurred in connection therewith. No
bond or other           security need be required of the Administration Committee or any
member thereof           in any jurisdiction. 



               (c)
     Limitation of Liability.   Each member of the Committee and the
          Administrator shall be entitled to, in good faith, rely or act upon any report
          or other information furnished to him or her by any officer or other employee
of           the Company or any subsidiary or affiliated entity, the Company’s
          independent certified public accountants, or any executive compensation
          consultant, legal counsel, or other professional retained by the Company to
          assist in the administration of the Plan. To the maximum extent permitted by
          law, no member of the Committee or the Administrator, nor any person to whom
          ministerial duties have been delegated, shall be liable to any person for any
          action taken or omitted in connection with the interpretation and
administration           of the Plan. 



        4.
     Participation.   The
Administrator will notify each person of his or her           participation or
eligibility to participate in the Plan not later than 15 days           (or such other
period as may be practicable in the circumstances) prior to any           deadline for
filing an election form. 



        5.
     Deferrals.   To
the extent authorized by the Administrator, a Participant           may elect to defer
compensation or awards to be received from the Company or a           subsidiary or an
affiliated entity, including stock awards, restricted stock           grants and annual
base salary, to the extent permitted by the Company from time           to time; provided,
however, that a Participant may defer, with respect to           a given year,
receipt of only that portion of the Participant’s           compensation that
exceeds the amount necessary to satisfy Medicare and all other           applicable
payroll taxes imposed on the wages of such Participant from the           Company and its
subsidiaries and/or affiliated entities, unless otherwise           determined by the
Administrator. In addition to such limitations, and any terms           and conditions of
deferral set forth under plans, programs or arrangements from           which receipt of
compensation or awards is deferred, the Administrator may           impose (1)
limitations on the amounts permitted to be deferred, (2) limitations           on the
sources and timing and form of deferrals, (3) limitations on amounts and
          sources of deferrals for particular Participants; and (4) terms and conditions
          regarding all deferrals under the Plan. Any such limitations, and other terms
          and conditions of deferral, shall be set forth in the rules relating to the
Plan           or election forms, other forms, or instructions of the Committee and/or
the           Administrator, which may be, but need not be, set forth in writing. Amounts
          deferred under this Plan generally are subject to FICA withholding at the later
          of the time of deferral or the time of vesting, which FICA withholding amounts
          will be withheld (and subject to federal, state and/or local income taxation)
          from non-deferred compensation (unless otherwise determined by the Committee),
          or at such other time as is required by law and from such other sources
          (including from the applicable Deferral Account) as is determined by the
          Administrator. 




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               (a)
     Elections.   Once an election form, properly completed, is received by the
          Company, the elections of the Participant shall be irrevocable. Deferral
          election forms apply only for a given Plan Year. A new deferral election form
          must be filed each year. 



               Deferral
elections shall specifically state the period of deferral; deferrals must be for either a
period of years or until termination of employment, and different deferral elections may
be made with respect to different deferral sources. Deferrals for a period of years must
be for at least two full calendar years, and will be scheduled for payment in January of
the applicable Plan Year. Notwithstanding the preceding sentence, the Administrator may
permit some deferrals for a period of years to be for a minimum period of two elapsed
years (i.e., not two full calendar years). If a Participant terminates employment
prior to a scheduled withdrawal, the Deferral Account will be distributed (pursuant to
Section 7) following such termination of employment, unless otherwise provided herein.
Scheduled in-service distributions may be redeferred by the Participant up to two times,
each such redeferral election being for a period of at least two full calendar years
(unless otherwise determined by the Administrator) beyond the previously scheduled
distribution date. A redeferral election must be made prior to the date established
therefor by the Administrator. Notwithstanding anything else herein to the contrary, upon
the occurrence of a Change of Control, all Deferral Accounts will be distributed in full
to the Participants.  



               (b)
     Date of Election.   An election to defer compensation or awards hereunder
          must be received by the Administrator prior to the date specified by the
          Administrator. Under no circumstances may a Participant defer compensation or
          awards to which the Participant has attained, at the time of deferral, a
legally           enforceable right to current receipt of such compensation or awards, as
          determined in the sole discretion of the Administrator. 



               (c)
     Company Contributions.   In addition to the deferrals elected by
          Participants, the Company may choose at any time to make discretionary Company
          contributions to the Deferral Accounts of Participants in such amounts as it,
in           its sole discretion, wishes. Discretionary Company contributions will be
subject           to a vesting schedule, established by the Company or the Administrator
at the           time of the contribution, except that any unvested Deferral Account
balance will           become fully vested upon a Change of Control. 



        6.
     Deferral
Accounts. 



               (a)
     Establishment; Crediting of Amounts Deferred.   One or more Deferral
          Accounts will be established for each Participant, as determined by the
          Administrator. The amount of compensation or awards deferred with respect to
          each Deferral Account will be credited to such Deferral Account as of the date
          on which such amounts would have been paid to the Participant but for the
          Participant’s election to defer receipt hereunder. The amounts of
          hypothetical income and appreciation and depreciation in value of such account
          will be credited and debited to, or otherwise reflected in, such Deferral
          Account from time to time. Unless otherwise determined by the Administrator,
          amounts credited to a Deferral Account shall be deemed invested in a
          hypothetical investment as of the date of deferral. 




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               (b)
     Hypothetical Investment Options.   Amounts credited to a Deferral Account
          shall be deemed to be invested, at the Participant’s direction, in one or
          more investment options as may be specified from time to time by the
          Administrator. The Administrator may change or discontinue any hypothetical
          investment option available under the Plan in its discretion; provided,
          however, that, subject to the authority of the Administrator to disregard
          the directions of any Participant, each affected Participant is given the
          opportunity, without limiting or otherwise impairing any other right of such
          Participant regarding changes in investment directions, to redirect the
          allocation of his or her Deferral Account deemed invested in the discontinued
          investment option among the other hypothetical investment options, including
any           replacement option. 



               (c)
     Allocation and Reallocation of Hypothetical Investments.   A Participant
          may allocate amounts credited to his or her Deferral Account to one or more of
          the hypothetical investment options authorized under the Plan. Subject to the
          rules established by the Administrator, a Participant may reallocate amounts
          credited to his or her Deferral Account as of the Valuation Date following the
          Participant’s election to one or more of such hypothetical investments, by
          filing with the Administrator a notice, in such form as may be specified by the
          Administrator, not later than the date specified by the Administrator. The
          Committee or Administrator may, in its discretion, restrict allocation into or
          reallocation by specified Participants into or out of specified investment
          options or specify minimum amounts that may be allocated or reallocated by
          Participants. Notwithstanding anything else herein to the contrary, any
deferral           of Company stock will not be available for reinvestment; that is, any
Company           stock deferral will be treated at all times as being invested in
Company stock,           and distributions attributable to Company stock will be made in
kind. 



               (d)
     Trusts.   The Committee may, in its discretion, establish one or more
          Trusts (including sub-accounts under such Trusts), and deposit therein amounts
          of cash or other property not exceeding the amount of the Company’s
          obligations with respect to a Participant’s Deferral Account established
          under this Section 6. In such case, the amounts of income, appreciation and
          depreciation in value of such Deferral Account shall be determined by the
          Administrator, based upon the hypothetical investment elections made by
          Participants. Other provisions of the Plan notwithstanding, the timing of
          allocations and reallocations of assets in such a Deferral Account, and the
          investment options available with respect to such Deferral Account, may be
          varied to reflect the timing of actual investments of the assets of such Trust
          and the actual investments available to such Trust, all as determined in the
          sole discretion of the Administrator. The Trust’s investment vehicles may
          include life insurance (including, but not limited to, variable life
insurance),           and such other assets as may be selected from time to time. 




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        7.     
Settlement of Deferral Accounts.  



               (a)
     Form of Payment.   The Company shall settle a Participant’s Deferral
          Account, and discharge all of its obligations to pay deferred compensation
under           the Plan with respect to such Deferral Account, by payment of cash,
except that           any Deferral Accounts consisting of Company stock deferrals will be
distributed           in the form of Company stock. Any forfeited amounts will be held in
the trust to           offset future contributions and as directed by the Committee. 



               All
distributions will be made in the form of a lump sum.  



               (b)
     Timing of Payments.   Payments in settlement of a Deferral Account shall be
          made as soon as practicable after the date or dates (including upon the
          occurrence of specified events) elected by the Participant in his or her
          election relating to such Deferral Account. Distributions made as a result of
          termination of employment shall be made as of the first day of the calendar
          quarter following such termination. In-service withdrawals, other than those
          made pursuant to Section 7(c), will be paid as of the first day of a calendar
          year. 



               (c)
     Hardship Distributions.   Other provisions of the Plan notwithstanding, if,
          upon the written application of a Participant, the Administrator determines
that           the Participant has suffered a hardship within the meaning of the Treasury
          Regulations issued under Section 401(k) of the Code, then the Administrator may
          authorize a hardship distribution hereunder. A distribution hereunder will be
          made on account of hardship only if the distribution is both made on account of
          an immediate and heavy financial need of the Participant, and the distribution
          amount is necessary to satisfy the financial need, all as determined by the
          Administrator using the noted Treasury Regulations as a guide, and the
          distribution amount is at least $5,000. 



        8.
     Amendment/Termination.   The
Committee may, with prospective or           retroactive effect, amend, alter, suspend,
discontinue, or terminate the Plan at           any time without the consent of
Participants, stockholders, or any other person; provided, however, that, without
the consent of a Participant, no such           action shall adversely affect the rights
of such Participant with respect to the           right to payment of amounts credited to
such Participant’s Deferral Account           as of the date of such action.
Notwithstanding the foregoing, upon the           occurrence of a Change of Control, the
Plan may not be amended in any way or           terminated prior to the payment of
amounts credited to Deferral Accounts as of           the date of the Change of Control,
unless otherwise consented to in writing by           affected Participants. 



        9.
     General Provisions. 



               (a)
     Limits on Transfer of Awards.   Other than by will or the laws of descent
          and distribution, no right, title or interest of any kind in the Plan shall be
          transferable or assignable by a Participant or his or her Beneficiary or be
          subject to alienation, anticipation, encumbrance, garnishment, attachment,
levy,           execution or other legal or equitable process, nor subject to the debts,
          contracts, liabilities or engagements, or torts of any Participant or his or
her           Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge,
garnish,           attach or take any other action subject to legal or equitable process
or           encumber or dispose of any interest in the Plan shall be void. 




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               (b)
     Receipt and Release.   Payments (in any form) to any Participant or
          Beneficiary in accordance with the provisions of the Plan shall, to the extent
          thereof, be in full satisfaction of all claims for the compensation or awards
          deferred and relating to the Deferral Account to which the payments relate
          against the Company or any subsidiary or affiliated entity thereof, the
          Committee, or the Administrator, and the Administrator may require such
          Participant or Beneficiary, as a condition to such payments, to execute a
          receipt and release to such effect. 



               (c)
     Unfunded Status of Awards: Creation of Trusts.   The Plan is intended to
          constitute an “unfunded” plan for deferred compensation and
          Participants shall rely solely on the unsecured promise of the Company or
          applicable affiliated entity for payment hereunder. With respect to any payment
          not yet made to a Participant under the Plan, nothing contained in the Plan
          shall give a Participant any rights that are greater than those of a general
          unsecured creditor of the Company or the applicable affiliated entity; provided,
however, that the Committee may authorize the creation of           Trusts, including
but not limited to the Trusts referred to in Section 6 hereof,           or make other
arrangements to meet the Company’s obligations under the           Plan, which
Trusts or other arrangements shall be consistent with the           “unfunded” status
of the Plan unless the Committee otherwise           determines with the consent of each
affected Participant. 



               (d)
     Compliance.   A Participant in the Plan shall have no right to receive
          payment (in any form) with respect to his or her Deferral Account until legal
          and contractual obligations of the Company relating to establishment of the
Plan           and the making of such payments shall have been complied with in full. In
          addition, the Company shall impose such restrictions on any interest
          constituting a security as it may deem advisable in order to comply with the
          Securities Act of 1933, as amended, the requirements of any applicable stock
          exchange or automated quotation system, any state securities laws applicable to
          such a transfer, any provision of the Company’s Certificate of
          Incorporation or Bylaws, or any other law, regulation, or binding contract to
          which the Company is a party. 



               (e)
     Other Participant Rights.   No provision of the Plan or transaction
          hereunder shall confer upon any Participant any right to be employed by the
          Company or a subsidiary thereof, or to interfere in any way with the right of
          the Company or a subsidiary to increase or decrease the amount of any
          compensation payable to such Participant. Subject to the limitations set forth
          in Section 9(a) hereof, the Plan shall inure to the benefit of, and be binding
          upon, the parties hereto and their successors and assigns. 



               (f)
     Legal Fees and Expenses.   On or after a Change of Control, the Company
          shall pay all reasonable legal fees and expenses which a Participant may incur
          in respect of obtaining from the Company any benefit to which he is entitled
          under the Plan. 




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               (g)
     Tax Withholding.   The Company shall have the right to deduct from amounts
          otherwise payable in settlement of a Deferral Account any sums that federal,
          state, local or foreign tax law requires to be withheld with respect to such
          payment. 



               (h)
     Governing Law.   The validity, construction, and effect of the Plan and any
          rules and regulations relating to the Plan shall be determined in accordance
          with the laws of the State of New York, without giving effect to principles of
          conflicts of laws, and applicable provisions of federal law. 



               (i)
     Limitation. A Participant and his or her Beneficiary shall assume all
          risk in connection with any decrease in value of the Deferral Account and
          neither the Company or any subsidiary or affiliated entity, the Committee nor
          the Administrator shall be liable or responsible therefor. 



               (j)
     Construction.   The captions and numbers preceding the sections of the Plan
          are included solely as a matter of convenience of reference and are not to be
          taken as limiting or extending the meaning of any of the terms and provisions
of           the Plan. Whenever appropriate, words used in the singular shall include the
          plural or the plural may be read as the singular, and male references shall
          include female and neuter, and vice versa. 



               (k)
     Severability.   In the event that any provision of the Plan shall be
          declared illegal or invalid for any reason, said illegality or invalidity shall
          not affect the remaining provisions of the Plan but shall be fully severable,
          and the Plan shall be construed and enforced as if said illegal or invalid
          provision had never been inserted herein. 



               (l)
     Status.   The establishment and maintenance of, or allocations and credits
          to, the Deferral Account of any Participant shall not vest in any Participant
          any right, title or interest in and to any specific assets or benefits except
at           the time or times and upon the terms and conditions and to the extent
expressly           set forth in the Plan and in accordance with the terms of the Trust. 



        10.
     Claim and Appeal Procedure.   The Administrator shall provide adequate           notice in
writing to any Participant or to any Beneficiary           (“Claimant”) whose
claim for benefits under the Plan has been denied.           The Administrator’s
notice to the Claimant shall set forth: 



               (a)       The
specific reason for the denial;  



               (b)
       Specific
references to pertinent Plan provisions upon which the Administrator based its denial;  



               (c)
       A description of any additional material and information
that is needed; and  



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               (d)
            That
any appeal the Claimant wishes to make of the adverse determination must
                    be in writing to the Administrator within seventy-five (75) days
after receipt                     of the Administrator’s notice of denial of
benefits. The                     Administrator’s notice must further advise the
Claimant that his failure to                     appeal the action to the Administrator
in writing within the seventy-five (75)                     day period will render the
Administrator’s determination final, binding and                     conclusive.  



               If
the Claimant should appeal to the Administrator, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he or his duly
authorized representative feels are pertinent. The Claimant, or his duly authorized
representative, may review pertinent Plan documents. The Administrator shall re-examine
all facts to the appeal and make a final determination as to whether the denial of
benefits is justified under the circumstances. The Administrator shall advise the Claimant
of its decision within sixty (60) days of the Claimant’s written request for review,
unless special circumstances (such as a hearing) would make the rendering of a decision
within the sixty (60) day limit unfeasible, but in no event shall the Administrator render
a decision respecting a denial for a claim of benefits later than one hundred twenty (120)
days after its receipt of a request for review. 



               The
Administrator’s notice of denial of benefits shall identify the name and address to
whom the Claimant may forward his appeal. 



        11.
     Effective Date.      The Plan shall be effective September 1, 2003. 




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