**EXHIBIT 10.20**

 

**THE EZENIA! INC. DEFERREDCOMPENSATION PLAN**

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The Ezenia! Inc.Deferred Compensation Plan (the “Plan”) adopted effective as of March 31,2006 by Ezenia! Inc. (the “Employer”) to permit Eligible Employees to deferreceipt of certain compensation pursuant to the terms and provisions set forthbelow is hereby amended and restated this 11th dayof December, 2008, to be effective as of January 1, 2009.

 

The Plan isintended (1) to comply with Code Section 409A and official guidanceissued thereunder, and (2) to be “a plan which is unfunded and ismaintained by the Employer primarily for the purpose of providing deferredcompensation for a select group of management or highly compensated employees”within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) ofERISA.  Notwithstanding any otherprovision of the Plan, the Plan shall be interpreted, operated and administeredin a manner consistent with these intentions.

 

# **ARTICLE IDEFINITIONS**

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Wherever usedherein the following terms shall have the meanings hereinafter set forth:

 

“Affiliate”means any corporation or other entity that is treated with the Employer as asingle employer under Code Section 414.

 

“Base Pay”means an Employee’s annual base compensation but excluding Incentive Awards orany other additional compensation.

 

“Beneficiary”means the person or persons or trust designated by a Participant to receive anyamounts payable under the Plan in the event of the Participant’s death.  Notwithstanding the foregoing, if any paymentdue a person remains unpaid at his death, the payment will be made to (i) thatperson’s spouse; (ii) if no spouse is living at the time of such payment,then his living children, in equal shares; (iii) if neither a spouse norchildren are living, then his living parents, in equal shares; (iv) ifneither spouse, nor children, nor parents are living, then his living brothersand sisters, in equal shares; and (v) if none of the individuals describedin (i) through (iv) are living, to his estate.

 

“Code”means the Internal Revenue Code of 1986, as amended.

 

“Change inControl” means the date on which there is a (i) change of the majorityownership of the Employer, (ii) change in the effective control of theEmployer, or (iii) change in the ownership of a substantial portion of theassets of the Employer, as determined in accordance with Code Section 409Aand official guidance issued thereunder.

 

For purposes of(i), a “change in the ownership of the Employer” means the date of a change inownership of more than 50% of the total fair market value or total voting powerof the outstanding stock of the Employer.

 

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For purposes of(ii), a “change in the effective control of the Sponsor” means the date (a) anyone person or a group acquires 35% or more of the total voting power of theoutstanding stock of the Employer (as determined over a 12-month period); or (b) amajority of the members of the Employer’s Board of Directors is replaced duringany 12-month period by directors whose appointment or election is not endorsedby a majority of the members of the Employer’s Board of Directors prior to thedate of the appointment or election.

 

For purposes of(iii), a “change in the ownership of a substantial portion of the assets of theEmployer” means the date of a change in ownership of assets of the Employerwith a value more than 40% of the total gross fair market value of the Sponsor’sassets immediately prior to such acquisition(s).

 

Notwithstandinganything herein to the contrary, a Change in Control of one member of a groupof commonly owned companies will not create a distribution event forParticipants working for other members of the group.

 

“Deferral Form”means a written form provided by the Employer pursuant to which an EligibleEmployee may elect to defer Eligible Income under the Plan.

 

“DeferralAccount” means an account established by the Employer for each Participantelecting to defer Base Pay and Incentive Awards under the Plan.

 

“Disability”means a Participant’s physical or mental impairment that can be expected to resultin death or to continue for at least 12 months or, because of such impairment,the Participant is receiving income replacement benefits for a period of atleast three months under an accident and health plan maintained by theEmployer.

 

“Eligible Employee”means an individual who is an Employee who is a member of a “select group ofmanagement or highly compensated employees,” as that phrase is used in Section 201,301 and 401 of ERISA and as designated by the Employer.

 

“EligibleIncome” means Base Pay and Incentive Awards.

 

“Employee”means an individual who is a regular employee on the U.S. payroll of theEmployer or its Affiliates, other than a temporary or intermittentemployee.  The term “Employee” shall notinclude a person hired as an independent contractor, leased employee,consultant, or a person otherwise designated by the Employer or an Affiliate asnot eligible to participate in the Plan, even if such person is determined tobe an “employee” of the Employer or an Affiliate by any governmental orjudicial authority.

 

“Employer”means Ezenia! Inc. and any successor corporation or other entity.  In addition, the term Employer shall includeany Participating Employer which shall adopt this Plan in accordance with Section 6.3of the Plan.

 

“ERISA” meansthe Employee Retirement Income Security Act of 1974, as amended.

 

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“IncentiveAward” means an amount payable to an Eligible Employee under a cash bonusor incentive compensation plan of the Employer or an Affiliate that theEmployer has deemed eligible for deferral.

 

“InvestmentOptions” means the investment options, as determined from time to time bythe Employer, used to credit earnings, gains and losses on Deferral Accountbalances.

 

“Participant”means an Eligible Employee who elects or has elected to defer amounts under thePlan.

 

“ParticipatingEmployer” means any other corporation or entity that adopts this Plan inaccordance with Section 6.3 of the Plan.

 

“Plan”means the Ezenia! Inc. Deferred Compensation Plan, as set forth herein and asamended from time to time.

 

“Plan Year”means January 1st through December 31st.

 

“Separationfrom Service” or “Separates from Service” occurs when the Employerand the Participant reasonably anticipate that no further services would beperformed by the Participant for the Employer or any affiliates of the Employerafter a certain date, that the level of bona fide services the Participantwould perform for the Employer after such date (whether as an Employee or as anindependent contractor) would permanently decrease to no more than 20 percentof the average level of bona fide services performed by the Participant for theEmployer over the immediately preceding 36-month period (or period ofemployment, if less than 36 months).

 

“Trust”means the irrevocable, non-qualified grantor trust (rabbi trust) described in Section 3.5and established pursuant to the Trust Agreement under The Ezenia! Inc. DeferredCompensation Plan.

 

# **ARTICLE IIPARTICIPATION**

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Participation inthe Plan shall be limited to Eligible Employees.  The Employer shall notify any Employee of hisstatus as an Eligible Employee at such time and in such manner as the Employershall determine.  An Eligible Employeeshall become a Participant by making a deferral election under Article III.

 

# **ARTICLE IIIDEFERRAL ACCOUNTS**

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## **3.1          Deferral Elections**.  Deferrals may be made by an Eligible Employeewith respect to his Eligible Income, as permitted by the Employer:

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### (a)           An Eligible Employee may elect todefer:

 

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#### (i)            Thepercentage or amount of his Base Pay.

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#### (ii)           The deferral amount designated by anEligible Employee will be deducted in equal installments over the pay periodsfalling within the Plan Year to which the election pertains.

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In order to electto defer Base Pay earned during a Plan Year, an Eligible Employee shall submitan irrevocable Deferral Form with the Employer before the beginning of suchPlan Year.

 

### (b)           Incentive Awards.  An Eligible Employee may elect to defer anyportion of his Incentive Award up to 100%, expressed as whole percentage pointsor as a specific dollar amount.  In orderto elect to defer an Incentive Award, an Eligible Employee shall submit anirrevocable Deferral Agreement with the Employer before the beginning of thecalendar year in which the performance period to which Incentive Awardpertains.

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### (c)           Newly Eligible Participant.  Notwithstanding the foregoing, within thirty(30) days after being designated by the Employer for participation in the Plan,the Participant shall make an irrevocable deferral election for the remainingterm of the Plan Year in which the Participant commences participation, alongwith such other elections as the Employer deems necessary under the Plan.  Such deferral election may apply only to BasePay and Incentive Awards for services performed after the effective date of thedeferral election.

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## **3.2          Crediting of Deferrals**.  Eligible Income deferred by a Participantunder the Plan shall be credited to the Participant’s Deferral Account as soonas administratively practicable after the amounts would have otherwise beenpaid to the Participant.

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## **3.3          Vesting**.  A Participant shall at all times be 100%vested in any amounts credited to his Deferral Account.

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## **3.4          Earnings**.  The Employer shall credit deemed gains,losses and earnings to a Participant’s Deferral Account at the end of eachfiscal quarter, until the balance of the Participant’s Deferral Account isdistributed in accordance with Article IV. Any deemed earnings or losses (net appreciation or net depreciation)shall be allocated to Participants’ Deferral Accounts in the same proportionthat each Participant’s Deferral Account bears to the total of all Participants’Deferral Accounts as of the last day of the previous fiscal quarter.  Payments in accordance with Article IVshall be based on all amounts credited to the Participant’s Deferral Account asof the date the Deferral Account is paid to the Participant.  The Employer shall specify procedures toallow Participants to make elections as to the deemed investment of amountsnewly credited to their Deferral Account, as well as the deemed investment ofamounts previously credited to their Deferral Account.  Without limiting the foregoing, a Participant’sDeferral Account shall at all times be a bookkeeping entry only and theParticipant shall at all times remain an unsecured creditor of the Employer.

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## **3.5          Funding**.  The Employer shall be under no obligation toestablish a fund or reserve in order to pay the benefits under the Plan exceptin the event of a Change in Control.  TheEmployer shall be required to make payments only as benefits become due andpayable.  No person shall have any right,other than the right of an unsecured general creditor, against the Employerwith respect to the benefits payable hereunder, or which may be payablehereunder, to 

 

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## any Participant orBeneficiary.  Notwithstanding theforegoing, in order to pay benefits under the Plan, the Employer may establishan irrevocable non-qualified grantor trust (hereinafter the “Trust”) within themeaning of Sections 402(b) and 671-677 of the Code.  The assets in such Trust shall at all timesbe subject to the claims of the general creditors of the Employer in the eventof the Employer’s bankruptcy or insolvency, and neither the Plan nor anyParticipant or Beneficiary shall have any preferred claim or right to, or anybeneficial ownership interest in, any such assets of the Trust prior to thetime such assets are paid to a Participant or Beneficiary, and all rightscreated under the Plan and said Trust shall be unsecured contractual rights ofa Participant or Beneficiary against the Employer.  The Employer will pay annual income taxes onthe Trust earnings and may in any year use the Trust earnings to pay suchtaxes.  The Employer will be entitled totake an income tax deduction for benefits actually paid each year from theTrust.

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## **3.6          Prefunding**.  Notwithstanding anything herein to thecontrary, the Employer may prefund the Trust in order to fund benefits thatbecome payable under the Plan.  Suchassets will be used solely to fund benefits payable under the Plan andprefunding the Trust will not affect the contractual obligations of theEmployer under Section 3.5.  In theevent of a Change in Control, the amount the Employer is obligated tocontribute to the Trust will be offset by the then current balance of the Trustresulting from prior funding of the Trust.

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# **ARTICLE IVDISTRIBUTION OF DEFERRAL ACCOUNTS**

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## **4.1          Time and Form of PaymentElections**.

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### (a)           The Deferral Agreement.  On the initial Deferral Agreement, aParticipant may elect payment in the form of a single lump sum payment orannual installment payments for a period of not less than two (2) but nomore than five (5) years.  If aParticipant fails to make an effective form of payment election on his initialDeferral Agreement, the amount deferred under such Deferral Agreement (andearnings thereon) will be distributed in a single lump sum.

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### (b)           Payment generally shall be made inaccordance with Sections 4.1(c), 4.2 and 4.3 below.

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### (c)           Subject to Section 4.2, paymentsof a Participant’s Deferral Account shall commence by January l followingthe date on which the Participant Separates from Service.

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## **4.2          Automatic Distributions**.  Notwithstanding any payment elections made onDeferral Agreements, a Participant’s Deferral Account shall be paid inaccordance with paragraphs (a), (b) and (c) below, as applicable.

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### (a)           Distributions Upon Death.  Notwithstanding Section 4.1(b) above,if a Participant dies before full distribution of his Deferral Account, anyremaining balance shall be distributed in a lump sum payment within thirty (30)days after the Participant’s death to the Participant’s Beneficiary.

 

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### (b)           Distribution Upon Change inControl.  Notwithstanding Section 4.1(b) above,in the event of a Change in Control before full distribution of a Participant’sDeferral Account, the remaining balance shall be distributed in a lump sumpayment to the Participant within thirty (30) days after the date of suchChange in Control.

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### (c)           Special Rule for SpecifiedEmployees.  Notwithstanding theforegoing provisions of this Article IV, in the case of a Participant whois considered a “specified employee” within the meaning of Section 409A ofthe Code and the regulations promulgated thereunder, payment from theParticipant’s Deferral Account shall not occur until at least six (6) monthsafter the Participant’s Separation from Service.  Any distribution that would otherwise havebeen made in the first six (6) months of the Participant’s Separation fromService but for the provisions of the preceding sentence shall be made in theseventh month after the Participant’s Separation from Service.

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## **4.3          Withdrawals for UnforeseeableEmergency**.  AParticipant may withdraw all or any portion of his Deferral Account balance foran Unforeseeable Emergency as defined below. The amounts distributed with respect to an Unforeseeable Emergency maynot exceed the amounts necessary to satisfy such Unforeseeable Emergency plusamounts necessary to pay taxes reasonably anticipated as a result of thedistribution, after taking into account the extent to which such hardship is ormay be relieved through reimbursement or compensation by insurance or otherwiseor by liquidation of the Participant’s assets (to the extent the liquidation ofsuch assets would not itself cause severe financial hardship).  “Unforeseeable Emergency” means for this purposea severe financial hardship to a Participant resulting from an illness oraccident of the Participant, the Participant’s spouse, or a dependent (asdefined in Code Section 152(a), without regard to Sections 152(b)(1), (b)(2) and(d)(1)(B) thereof) of the Participant, loss of the Participant’s propertydue to casualty, or other similar extraordinary and unforeseeable circumstancesarising as a result of events beyond the control of the Participant.

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Notwithstanding Section 3.1,if the Employer approves a distribution under this Section, the Participant’sdeferrals under the Plan shall cease. The Participant will be allowed to enroll if eligible at the beginningof the next enrollment period following six (6) months after the date ofdistribution pursuant to this Section 4.3.

 

## **4.4          Effect of Taxation**.  If the Internal Revenue Service or a court ofcompetent jurisdiction determines that Plan benefits are includible for federalincome tax purposes in the gross income of a Participant prior to actualreceipt of the benefits, the Employer may immediately distribute to theParticipant, the benefits found to be so includible, to the extent permittedunder Code Section 409A.

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# **ARTICLE VADMINISTRATION**

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## **5.1          General Administration**.  The Employer shall be responsible for theoperation and administration of the Plan and for carrying out the provisionshereof.  The Employer shall have the fullauthority and discretion to make, amend, interpret, and enforce all appropriaterules and regulations for the administration of this Plan and decide orresolve any and all questions, 

 

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## includinginterpretations of this Plan, as may arise in connection with this Plan.  Any such action taken by the Employer shallbe final and conclusive on any party.  Tothe extent the Employer has been granted discretionary authority under thePlan, the Employer’s prior exercise of such authority shall not obligate it toexercise its authority in a like fashion thereafter.  The Employer shall be entitled to relyconclusively upon all tables, valuations, certificates, opinions and reportsfurnished by any actuary, accountant, controller, counsel or other personemployed or engaged by the Employer with respect to the Plan.  The Employer may, from time to time, employagents and delegate(s) to such agents, including employees of theEmployer, such administrative duties as it sees fit.

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## **5.2          Claims for Benefits**.

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### (a)           Filing a Claim.  A Participant or his authorizedrepresentative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted tothe Employer at such address as may be specified from time to time.  Claimants will be notified in writing of approvedclaims, which will be processed as claimed. A claim is considered approved only if its approval is communicated inwriting to a claimant.

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### (b)           Denial of Claim.  In the case of the denial of a claimrespecting benefits paid or payable with respect to a Participant, a writtennotice will be furnished to the claimant within 90 days of the date on whichthe claim is received by the Employer. If special circumstances (such as for a hearing) require a longerperiod, the claimant will be notified in writing, prior to the expiration ofthe 90-day period, of the reasons for an extension of time; provided, however,that no extensions will be permitted beyond 90 days after the expiration of theinitial 90-day period.

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### (c)           Reasons for Denial.  A denial or partial denial of a claim will bedated and signed by the Employer and will clearly set forth:

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#### (i)            The specific reason or reasons forthe denial;

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#### (ii)           Specific reference to pertinent Planprovisions on which the denial is based;

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#### (iii)          A description of any additionalmaterial or information necessary for the claimant to perfect the claim and anexplanation of why such material or information is necessary; and

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#### (iv)          An explanation of the procedure forreview of the denied or partially denied claim set forth below, including theclaimant’s right to bring a civil action under ERISA Section 502(a) followingan adverse benefit determination on review.

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### (d)           Review of Denial.  Upon denial of a claim, in whole or in part,a claimant or his duly authorized representative will have the right to submita written request to the Employer for a full and fair review of the deniedclaim by filing a written notice of appeal with the Employer within 60 days ofthe receipt by the claimant of written notice of the denial of the claim.  A claimant or the claimant’s authorizedrepresentative will have, upon request and free of charge, reasonable accessto, and copies of, all documents, records, and other information relevant tothe claimant’s claim for benefits and may submit issues and comments inwriting, except for 

 

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### privileged orconfidential documentation.  The reviewwill take into the account all comments, documents, records, and otherinformation submitted by the claimant relating to the claim, without regard towhether such information was submitted or considered in the initial benefitdetermination.

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If the claimantfails to file a request for review within 60 days of the denial notification,the claim will be deemed abandoned and the claimant precluded from reassertingit.  If the claimant does file a requestfor review, his request must include a description of the issues and evidencehe deems relevant.  Failure to raiseissues or present evidence on review will preclude those issues or evidencefrom being presented in any subsequent proceeding or judicial review of theclaim.

 

### (e)           Decision Upon Review.  The Employer will provide a prompt writtendecision on review.  If the claim isdenied on review, the decision shall set forth:

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#### (i)            The specific reason or reasons forthe adverse determination;

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#### (ii)           Specific reference to pertinent Planprovisions on which the adverse determination is based;

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#### (iii)          A statement that the claimant isentitled to receive, upon request and free of charge, reasonable access to, andcopies of, all documents, records, and other information relevant to theclaimant’s claim for benefits; and

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#### (iv)          A statement describing any voluntaryappeal procedures offered by the Plan and the claimant’s right to obtain theinformation about such procedures, as well as a statement of the claimant’sright to bring a civil action under ERISA Section 502(a).

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A decision will berendered no more than 60 days after the Employer’s receipt of the request forreview, except that such period may be extended for an additional 60 days ifthe Employer determines that special circumstances (such as for a hearing)require such extension.  If an extensionof time is required, written notice of the extension will be furnished to theclaimant before the end of the initial 60-day period.

 

### (f)            Finality of Determinations;Exhaustion of Remedies.  To theextent permitted by law, decisions reached under the claims procedures setforth in this Section shall be final and binding on all parties.  No legal action for benefits under the Planshall be brought unless and until the claimant has exhausted his remedies underthis Section.  In any such legal action,the claimant may only present evidence and theories which the claimantpresented during the claims procedure. Any claims which the claimant does not in good faith pursue through thereview stage of the procedure shall be treated as having been irrevocablywaived.  Judicial review of a claimant’sdenied claim shall be limited to a determination of whether the denial was anabuse of discretion based on the evidence and theories the claimant presentedduring the claims procedure.  Any suit orlegal action initiated by a claimant under the Plan must be brought by theclaimant no later than one year following a final decision on the claim forbenefits by the Employer.  The one-yearlimitation on suits for benefits will apply in any forum where a claimantinitiates such suit or legal action.

 

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# **ARTICLE VIAMENDMENT, ADOPTION AND TERMINATION**

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## **6.1          Amendment or Termination**.  The Employer reserves the right to amend orterminate the Plan when, in the sole discretion of the Employer, such amendmentor termination is advisable, pursuant to a resolution or other action taken bythe Employer.

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Any amendment ortermination of the Plan will not affect the entitlement of any Participant orthe Beneficiary of a Participant who Terminates Employment or incurs a Changein Status before the amendment or termination. All benefits to which any Participant or Beneficiary may be entitledshall be determined under the Plan as in effect at the time the ParticipantTerminates Employment or incurs a Change in Status and shall not be affected byany subsequent change in the provisions of the Plan.  Participants and Beneficiaries will be givennotice prior to the discontinuance of the Plan or reduction of any benefitsprovided by the Plan.

 

## **6.2          Effect of Amendment or Termination**.  No amendment or termination of the Plan shalladversely affect the rights of any Participant to amounts credited to hisDeferral Account as of the effective date of such amendment ortermination.  Upon termination of thePlan, distribution of balances in Deferral Accounts shall be made toParticipants and Beneficiaries in the manner and at the time described in Article IV,unless the Employer provided that accelerated payments shall be made to theextent permitted by Code Section 409A and the regulations promulgatedthereunder.  Upon termination of thePlan, no further deferrals of Eligible Income shall be permitted after the end ofthe Plan Year in which the Employer acts to terminate the Plan; however,earnings, gains and losses shall continue to be credited to Deferral Accountsin accordance with Article III until the Deferral Accounts are fullydistributed.

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## **6.3          Adoption By Other Employer**.  Notwithstanding anything herein to thecontrary, with the consent of the Employer, any other corporation or entity,may adopt this Plan as a Participating Employer by a properly executeddocument, consistent with that intent.

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# **ARTICLE VII**

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# **GENERAL PROVISIONS**

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## **7.1          Rights Unsecured**.  The right of a Participant or his Beneficiaryto receive a distribution hereunder shall be an unsecured claim against thegeneral assets of the Employer, and neither the Participant nor his Beneficiaryshall have any rights in or against any amount credited to any Deferral Accountor any other assets of the Employer.  ThePlan at all times shall be considered entirely unfunded for tax purposes.  Any funds set aside by the Employer for thepurpose of meeting its obligations under the Plan, including any amounts heldby a trustee, shall continue for all purposes to be part of the general assetsof the Employer and shall be available to its general creditors in the event ofthe Employer’s bankruptcy or insolvency. The Employer’s obligation under this Plan shall be that of an unfundedand unsecured promise to pay money in the future.

 

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## **7.2          No Guarantee of Benefits**.  Nothing contained in the Plan shallconstitute a guarantee by the Employer or any other person or entity that theassets of the Employer will be sufficient to pay any benefits hereunder.

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## **7.3          No Enlargement of Rights**.  No Participant or Beneficiary shall have anyright to receive a distribution under the Plan except in accordance with theterms of the Plan.  Establishment of thePlan shall not be construed to give any Participant the right to continue to beemployed by or provide services to the Employer.

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## **7.4          Transferability**.  No interest of any person in, or right toreceive a distribution under, the Plan shall be subject in any manner to sale,transfer, assignment, pledge, attachment, garnishment, or other alienation orencumbrance of any kind; nor may such interest or right to receive adistribution be taken, either voluntarily or involuntarily for the satisfactionof the debts of, or other obligations or claims against, such person.

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## **7.5          Applicable Law**.  To the extent not preempted by federal law,the Plan shall be governed by the laws of the State of New Hampshire.

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## **7.6          Incapacity of Recipient**.  If any person entitled to a distributionunder the Plan is deemed by the Employer to be incapable of personallyreceiving and giving a valid receipt for such payment, then, unless and until aclaim for such payment shall have been made by a duly appointed guardian orother legal representative of such person, the Employer may provide for suchpayment or any part thereof to be made to any other person or institution thencontributing toward or providing for the care and maintenance of suchperson.  Any such payment shall be apayment of the Deferral Account of such person and a complete discharge of anyliability of the Employer and the Plan with respect to the payment.

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## **7.7          Taxes**.  The Employer or other payor may withhold froma benefit payment under the Plan or a Participant’s wages any federal, state,or local taxes required by law to be withheld with respect to a payment oraccrual under the Plan, and shall report such payments and other Plan-relatedinformation to the appropriate governmental agencies as required underapplicable laws.

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## **7.8          Corporate Successors**.  The Plan and the obligations of the Employerunder the Plan shall become the responsibility of any successor to the Employerby reason of a transfer or sale of substantially all of the assets of theEmployer or by the merger or consolidation of the Employer into or with anyother corporation or other entity.

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## **7.9          Unclaimed Benefits**.  Each Participant shall keep the Employerinformed of his current address and the current address of his designatedBeneficiary.  The Employer shall not beobligated to search for the whereabouts of any person if the location of aperson is not made known to the Employer.

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## **7.10        Severability**.  In the event any provision of the Plan shallbe held to be invalid or illegal for any reason, any illegality or invalidityshall not affect the remaining parts of the Plan, but the Plan shall beconstrued and enforced as if the illegal or invalid provision had never beeninserted.

 

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## **7.11        Integration**.  This Plan supersedes all previous agreementsbetween Eligible Employees and the Employer and contains the entireunderstanding and agreement between the parties with respect to its subjectmatter.  This Agreement cannot beamended, modified or supplemented in any respect except by a subsequent writtenagreement entered into by the parties pursuant to Section 6.1 of the Plan.

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## **7.12        Words and Headings**.  Words in the masculine gender shall includethe feminine and the singular shall include the plural, and vice versa, unlessqualified by the context.  Any headingsused herein are included for ease of reference only, and are not to beconstrued so as to alter the terms hereof.

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## **7.13        Domestic Relations Orders**.  Notwithstanding Section 7.4, all or aportion of a Participant’s Deferral Account may be paid to another person asspecified in a domestic relations order that the Employer determines isqualified (a “Qualified Domestic Relations Order”).  For this purpose, a Qualified DomesticRelations Order means a judgment, decree, or order (including the approval of asettlement agreement) which is:

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### (a)           issued pursuant to a State’s domesticrelations law;

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### (b)           relates to the provision of childsupport, alimony payments or marital property rights to a spouse, formerspouse, child or other dependent of the Participant;

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### (c)           creates or recognizes the right of aspouse, former spouse, child or other dependent of the Participant to receiveall or a portion of the Participant’s benefits under the Plan;

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### (d)           provides for payment in an immediatelump sum as soon as practicable after the Employer determines that a QualifiedDomestic Relations Order exists; and

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### (e)           meets such other requirementsestablished by the Employer.

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The Employer shalldetermine whether any document received by it is a Qualified Domestic RelationsOrder.  In malting this determination,the Employer may consider the rules applicable to “domestic relationsorders” under Code Section 414(p) and ERISA Section 206(d), andsuch other rules and procedures, as it deems relevant.  If an order is determined to be a QualifiedDomestic Relations Order, the amount to which the other person is entitledunder the Order shall be paid in a single lump-sum payment as soon aspracticable after such determination.

 

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**INWITNESS WHEREOF**, the Employer has caused this Ezenia! Inc.Deferred Compensation Plan to be executed on the date first set forth above.

 
|   | **EZENIA!  INC.** |
|--------|-------------------|
|   |              |
|   |              |
|   | By:               | /s/ Khoa D. Nguyen |
|   |              |   |
|   | Its:              | Chief Executive Office |
|   |              | (Duly Authorized Officer) |

 

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