Exhibit
10.46


 


 


TRIQUINT SEMICONDUCTOR,
INC.


 


NONQUALIFIED DEFERRED
COMPENSATION PLAN


 





















 


PREAMBLE


 


This TriQuint
Semiconductor, Inc. Deferred Compensation Plan is adopted by TriQuint
Semiconductor, Inc. for the benefit of certain of its Employees and members of
its Board of Directors, effective as of October 31, 2004 ( “Effective Date”).  The
purpose of the Plan is to provide supplemental retirement income and to permit
eligible Participants the option to defer receipt of Compensation, pursuant to
the terms of the Plan.  The Plan is
intended to be an unfunded deferred compensation plan maintained for the
benefit of a select group of management or highly compensated employees under
sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  Participants shall have the status of
unsecured creditors of the TriQuint Semiconductor, Inc. with respect to the
payment of Plan benefits.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Participation

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Date of Participation

  	
   

  
	
   

  	
  2.2

  	
  Resumption
  of Participation Following Return to Service

  	
   

  
	
   

  	
  2.3

  	
  Change in Employment Status

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Deferral Contributions

  	
   

  
	
   

  	
  3.2

  	
  Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Participants’
  Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Individual Accounts

  	
   

  
	
   

  	
  4.2

  	
  Accounting for
  Distributions

  	
   

  
	
   

  	
  4.3

  	
  Separate Accounts

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Investment of
  Contributions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Manner of Investment

  	
   

  
	
   

  	
  5.2

  	
  Investment Decisions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Distributions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Distributions
  to Participants and Beneficiaries

  	
   

  
	
   

  	
  6.2

  	
  Distribution
  Following a Change of Control

  	
   

  
	
   

  	
  6.3

  	
  Distributions
  Due to an Unforeseeable Emergency

  	
   

  
	
   

  	
  6.4

  	
  Scheduled In-Service
  Distribution

  	
   

  
	
   

  	
  6.5

  	
  Death

  	
   

  
	
   

  	
  6.6

  	
  Disability

  	
   

  
	
   

  	
  6.7

  	
  Notice to Trustee

  	
   

  
	
   

  	
  6.8

  	
  Time of Distribution

  	
   

  
	
   

  	
  6.9

  	
  Limitation
  on Distributions to Covered Employees Prior to a Change of Control

  	
   

  
	
   

  	
  6.10

  	
  Tax Withholding

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  Special
  Change of Control Provisions

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  No New
  Participants Following Change of Control

  	
   

  
	
   

  	
  7.2

  	
  No Deferrals
  Following a Change of Control

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Amendment and
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Amendment
  by Employer Prior to and on and After a Change of Control

  	
   

  
	
   

  	
  8.2

  	
  Retroactive Amendments

  	
   

  
	
   

  	
  8.3

  	
  Plan Termination

  	
   

  



 


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  8.4

  	
  Distribution
  upon Termination of the Plan

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  The Trust

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Establishment of Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Communication to
  Participants

  	
   

  
	
   

  	
  10.2

  	
  Limitation of Rights

  	
   

  
	
   

  	
  10.3

  	
  Spendthrift Provision

  	
   

  
	
   

  	
  10.4

  	
  Facility of Payment

  	
   

  
	
   

  	
  10.5

  	
  Information
  between Employer and Trustee

  	
   

  
	
   

  	
  10.6

  	
  Notices

  	
   

  
	
   

  	
  10.7

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  Plan Administration

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Powers and
  responsibilities of the Committee

  	
   

  
	
   

  	
  11.2

  	
  Nondiscriminatory
  Exercise of Authority

  	
   

  
	
   

  	
  11.3

  	
  Claims and Review
  Procedures

  	
   

  
	
   

  	
  11.4

  	
  Plan’s Administrative Costs

  	
   

  



 


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ARTICLE I




Definitions


 


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


 


(a)           “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 expenses, gains
or losses included thereon.


 


(b)           “Administrator”
means the Employer adopting this Plan, or the Committee, if one has been
designated by such Employer.


 


(c)           “Beneficiary”
means the person or persons entitled under Section 6.5 to receive benefits
under the Plan upon the death of a Participant.


 


(d)           “Change
of Control” means a change in ownership or effective control of the Company
or in the ownership of a substantial portion of the Company’s assets, as
defined in the most recent version of proposed or final Treasury regulations
promulgated under Code Section 409A.


 


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


 


(f)            “Committee”
means the Deferred Compensation Committee composed of three or more individuals
appointed by the Board, or following a Change of Control, appointed by the
Committee, to function as the Administrator. 
Once appointed, the Deferred Compensation Committee shall interpret and
administer this Plan and take such other actions as may be specified herein.


 


(g)           “Company”
means the Employer and any of its Subsidiaries.


 


(h)           “Compensation”
means (i) with respect to Eligible Employees, wages as defined in
Section 3401(a) of the Code and all other payments of compensation paid to
an Employee by the Employer (in the course of the Employer’s trade or
business), including profit-sharing, focal review lump-sum increases, paid time
off cashouts, key employee incentive payments and commissions and excluding
reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred compensation and welfare benefits, income
recognized pursuant to equity compensation, sign on bonuses, spot bonuses,
employee referral payments and imputed income, but including amounts that are
otherwise excludable from the gross income of the Participant under a salary
reduction agreement by reason of the application of Sections 125 or 402(a)(8)
of the Code, and (ii) with respect to Outside Directors, all cash
retainers and meeting fees, excluding expense reimbursements, welfare benefits,
imputed income and income recognized pursuant to equity compensation.  Any salary deferral elections made under
Employer’s 401(k) Plan 


 


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shall be determined based on
the Participant’s compensation after reduction for the Deferral Contributions
to this Plan.


 


(i)            “Deferral
Contributions” means, for each Participant, the amount deferred pursuant to
Section 3.1 hereof.


 


(j)            “Disability”
means the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering Company employees.


 


(k)           “Eligible
Participant” means (i) any U.S. payroll-based Employee who is Grade 26
or above, (ii) any U.S. payroll-based Employee who is Grade 24 or above and has
a base salary of at least $100,000, or (iii) any Outside Director.


 


(l)            “Employee”
means any employee of the Employer.


 


(m)          “Employer”
means TriQuint Semiconductor, Inc. and any successors and assigns unless
otherwise provided herein.


 


(n)           “Entry
Date” means, for the initial Plan Year, October 31, 2004 and for subsequent
Plan Years January 1 or, for new hires (including re-hires) who are
Eligible Participants or for employees who are promoted or given a base salary
increase so as to become an Eligible Participant for the first time, the first
day of the next payroll period commencing after the next paydate following
receipt of their deferral election by the Company (which deferral election must
be submitted no later than 30 days following the date of Participant’s becoming
newly eligible for the first time).


 


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


 


(p)           “Outside
Director” means a member of the Board whom is not an Employee.


 


(q)           “Participant”
means any Employee or Outside Director who participates in the Plan in
accordance with Article 2 hereof.


 


(r)            “Plan”
means this TriQuint Semiconductor, Inc. Non-Qualified Deferred Compensation
Plan.


 


(s)           “Plan
Year” means the 12-consecutive month period beginning January 1 and
ending December 31; provided, however, that the first Plan Year shall be a
short Plan Year commencing October 31, 2004 and ending December 31, 2004.


 


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(t)            “Separation
From Service” means a separation from service as defined in the most recent
version of proposed or final Treasury regulations promulgated under Code
Section 409A.


 


(u)           “Specified
Employee” means a “key employee” as such term is defined in Code Section 416(i)
without regard to paragraph five (5) thereof. 
As of the Plan effective date, this generally includes (i) the top fifty
(50) Company officers making more than $130,000 per year, (ii) a 5% owner of
the Company, or (iii) a 1% owner of the Company making more than $150,000 per
year.


 


(v)           “Subsidiary”
means a subsidiary of the Employer, as such term is defined in Code Section
424(f).


 


(w)          “Trading
Day” means a day upon which the major U.S. national stock exchanges are
open for trading.


 


(x)            “Trust”
means the trust fund established pursuant to the terms of the Plan.


 


(y)           “Trustee”
means the corporation or individuals named in the agreement establishing the
Trust and such successor and/or additional trustees as may be named in
accordance with the Trust Agreement.


 


(z)            “Unforeseeable
Emergency” means a severe financial hardship to Participant resulting from
an illness or accident of Participant, the Participant’s spouse or a dependent
of Participant (as defined in Section 152(a) of the Code), loss of
Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
Participant.


 


(aa)         “Year
of Service” means a period of 12 consecutive months during which the
Participant is employed by the Employer or serves as a Board member.  Service commences on the date the Participant
first commences service for the Employer and ends on the date that the
Participant quits, retires, is discharged, is determined to be Totally Disabled
or dies.


 


(bb)         “Valuation
Date” means for distributions hereunder and for allocations of deferrals
and re-allocations of amounts previously deferred, that the Participant’s
Account shall be valued as of the day of the transaction so long as that day is
a Trading Day.  In the event that the day
of the transaction is not a Trading Day, the Participant’s Account shall be
valued as of the most recently concluded Trading Day.


 


ARTICLE II




Participation


 


2.1           Date of Participation.  Each Eligible
Participant shall be become a Participant as of the Entry Date next following
their filing of an election to defer Compensation in accordance with
Section 3.1.


 


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2.2           Resumption of Participation
Following Return to Service.  If a Participant ceases to be an
Employee or Outside Director and thereafter returns to the service of the
Employer he or she will again become a Participant as of the Entry Date
following the date on which he or she re-commences service with the Employer, provided
he or she is an Eligible Participant and has filed an election to defer
Compensation pursuant to Section 3.1.


 


2.3           Change in Employment Status.  If
any Employee Participant continues in the employ of the Employer or Related
Employer but ceases to be an Eligible Participant, the individual shall
continue to be a Participant until the entire amount of his benefit is
distributed; provided, however, the individual shall not be entitled to make
Deferral Contributions during the period that he is not an Eligible
Participant.  In the event that the
individual subsequently again becomes an Eligible Participant, the individual
shall resume full participation in accordance with Section 3.1.


 


ARTICLE III




Contributions


 


3.1           Deferral Contributions


 


(a)           Annual
Open Enrollment.  Prior to the
beginning of each Plan Year, each Eligible Participant may elect to execute a
compensation reduction agreement with the Employer to reduce his Compensation
by a specified percentage not exceeding, (i) for Eligible Employees, 50%
of their base salary and 100% of their other Compensation, and (ii) for
Outside Directors, 100% of their Compensation, equal in either case to whole
number multiples of one (1) percent. 
Such agreement shall become effective, with respect to Eligible Employees,
with the first full payroll period commencing in the following Plan Year and
with respect to Outside Directors, with the first day of service in the
following Plan Year.  The election shall
not be effective with respect to Compensation relating to services already
performed.  An election once made will
remain in effect for the duration of the Plan Year.  A new election will apply only to
Compensation payable with respect to full payroll periods commencing after the
election date.  Amounts credited to a
Participant’s Account prior to the effective date of any new election will not
be affected and will be paid in accordance with that prior election.


 


(b)           Newly
Eligible Participants.  The same
rules as in Section 3.1(a) above shall also apply to individuals who become
Eligible Participants for the first time, except (i) such new Eligible
Participants shall have no more than thirty (30) days following their becoming
eligible in which to elect to have their Compensation reduced, and (ii) the
agreement shall become effective, with respect to Eligible Employees, with the
first full payroll period commencing following the receipt of their election by
the Company and with respect to Outside Directors, with the first day of
service following the receipt of their election by the Company.


 


3.2           Accounts.  The
Employer shall credit an amount to the Account maintained on behalf of the
Participant corresponding to the amount of said reduction.  Under no circumstances may an election to
defer Compensation be adopted retroactively. 
A Participant may not revoke an election to defer Compensation for a
Plan Year during that year.


 


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ARTICLE IV




Participants’ Accounts


 


4.1           Individual Accounts.  The Administrator
will establish and maintain an Account for each Participant which will reflect
Deferral Contributions credited to the Account on behalf of the Participant
with earnings, expenses, gains and losses credited thereto, attributable to the
investments made with the amounts in the Participant’s Account.  Participants will be furnished statements of
their Account values at least once each Plan Year.


 


4.2           Accounting for Distributions. 
As of any date of a distribution to a Participant or a Beneficiary hereunder,
the distribution to the Participant or to the Participant’s Beneficiary(ies)
shall be charged to the Participant’s Account.


 


4.3           Separate Accounts.  A separate account
under the Plan shall established and maintained to reflect the Account for each
Participant with subaccounts to show separately the earnings, expenses, gains
and losses credited or debited to that Account.


 


ARTICLE V




Investment of Contributions


 


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


 


5.2           Investment Decisions.  Investments in
which the Accounts of Participants shall be treated as invested and reinvested
shall be directed by the Participant.


 


(a)           All
dividends, interest, gains and distributions of any nature earned in respect of
an investment alternative in which the Account is treated as investing shall be
credited to the Account in an amount equal to the net increase or decrease in
the net asset value of each investment option since the preceding Valuation
Date in accordance with the ratio that the portion of the Account of each
Participant that is invested in the designated investment option bears to the
aggregate of all amounts invested in the same investment option.


 


(b)           Expenses
that would have been attributable to the acquisition of actual investments
shall be charged to the Account of the Participant for which a corresponding
phantom investment is made.


 


5





















 


ARTICLE VI




Distributions


 


6.1           Distributions to Participants and
Beneficiaries


 


(a)           Earliest
Distributions


 


(i)    Regular Participants.  In no event may a Participant’s account be
distributed earlier than (i) the Participant’s Separation From Service, (ii)
the Participant’s Disability, (iii) the Participant’s death, (iv) a specified
time under Section 6.4 hereunder, (v) a Change in Control, or (vi) the
occurrence of an Unforeseeable Emergency.


 


(ii)   Specified Employee Participants.  In no event may a Specified Employee’s
account be distributed earlier than (i) six (6) months following the Specified
Employee’s Separation From Service (or if earlier, the Specified Employee’s
death), (ii) the Specified Employee’s Disability, (iii) the Specified
Employee’s death after a Separation From Service, (iv) a specified time under
Section 6.4 hereunder, (v) a Change in Control, or (vi) the occurrence of an
Unforeseeable Emergency.


 


(b)           Lump-Sum or Installment Payment
Initial Elections.  At the same time
their initial elections for any Plan Year are made, Participants shall elect to
have their Compensation deferrals for that Plan Year paid out, either following
their Separation From Service, their death or Disability, a Change of Control
or pursuant to a specified time under Section 6.4 hereunder, in one of the
following forms of payment:


 


(i)    Lump sum
cash payment;


 


(ii)   20
quarterly installments;


 


(iii)  40
quarterly installments; or


 


(iv)  60
quarterly installments.


 


(c)           Subsequent Election to Delay or
Change Form of Payment.  A Participant’s
initial election to receive a distribution may be delayed or the form of
payment changed by filing an election, in the form required by the Committee,
at least one year in advance of the date upon which any distribution would
otherwise have been made pursuant to the prior election.  Such election shall not be effective for a
period of one (1) year, and must delay the payment by a period of at least five
(5), but no more than then ten (10) years. 
In the absence of such timely filed election, the value of such
Participant’s Account shall be distributed in accordance with their previously
timely filed Account election.  No
subsequent election may accelerate the method of distribution.  For example, a subsequent election may change
a lump-sum distribution to a 20, 40 or 60 quarterly installment election.  Also, a subsequent election may change a 20
or a 40 quarterly installment election to a 60 quarterly installment
election.  Conversely, a subsequent
election may not change a 60 quarterly 


 


6





















 


installment election to a 40 or
20 installment election, nor may a subsequent election change an installment
election to a lump-sum election.


 


(d)           Lump-Sum Distribution Timing.  For Participants who elect to receive a
lump-sum distribution following their triggering distribution event, the value
of their Account (or portion thereof specified in the Participant’s election)
shall be paid in a lump-sum cash payment as soon as is practicable following
the triggering distribution event, or, for Specified Employees who have elected
a Separation From Service or death triggering event, as soon as is practicable
six months after the date upon which they incur a Separation From Service or
die.


 


(e)           Lump-Sum Distributions for Certain
Accounts.  Notwithstanding the
Participant’s election under Section 6.1(b) or (c) hereof, if the value of a
Participant’s Account is less than $25,000 on the date of his or her triggering
distribution event, then the Participant’s Account shall be paid in a lump sum
cash payment as soon as is practicable following the triggering distribution
event, or, for Specified Employees who have elected a Separation From Service
or death triggering event, as soon as is practicable six months after the date
upon which they incur a Separation From Service or die.


 


(f)            Installment Amounts.  For purposes of this Section 6.1,
installment payments shall be substantially equal payments.  The amount of each payment shall be
determined by dividing the value of the Participant’s Account at the time of
such installment by the number of payments remaining.  Installment payments shall commence as soon
as is practicable following the triggering distribution event, or, for
Specified Employees, as soon as is practicable six months after the date upon
which they incur a Separation From Service or die.


 


6.2           Distribution Following a Change of
Control.  In the event of a
Change of Control, Participant’s Accounts shall be treated as specified in
their applicable election forms.


 


6.3           Distributions Due to an
Unforeseeable Emergency.  With the consent of the Committee, a
Participant may withdraw up to one hundred percent (100%) of his or her Account
as may be required to meet a sudden Unforeseeable Emergency of the
Participant.  Such hardship distribution
shall be subject to applicable proposed or final Treasury Regulations
promulgated under Code Section 409A as well as the following provisions:


 


The amounts
distributed with respect to an Unforeseeable Emergency may not exceed the
amounts necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship).


 


6.4           Scheduled In-Service Distribution. 
A Participant may elect, as provided in his or her Participant deferral
election, to receive one or more scheduled in-service (i.e., commencing while
employed by the Company, or, for outside director Participants, while serving
as a Board member) distributions from their Account balance.  Each scheduled in-service distribution may
only be changed or postponed in accordance with Section 6.1(c) hereof.  In the event a Participant incurs a 


 


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Separation From Service prior
to a scheduled in-service distribution, the in-service distribution election
shall be without further force and effect and the applicable Separation From
Service distribution provisions of the Plan and the Participant’s deferral
election shall control.


 


6.5           Death.  If a Participant dies before the
distribution of his or her Account has commenced, or before such distribution
has been completed, his or her designated Beneficiary or Beneficiaries will be
entitled to receive the balance or remaining balance of his or her Account
based on the schedule elected in the Participant’s deferral election.  Distribution to the Beneficiary or
Beneficiaries will be made in accordance with the Participant’s elections and
the rules of Section 6.1 hereof; subject to any six (6) month delayed
distribution requirements for Beneficiaries of Specified Employees imposed by
Code Section 409A and the applicable proposed or final Treasury regulations
promulgated thereunder.


 


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


 


A copy of the
death notice or other sufficient documentation must be filed with and approved
by the Administrator.  If upon the death
of the Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant’s Account, such amount will be
paid to his surviving spouse or, if none, to his estate (such spouse or estate
shall be deemed to be the Beneficiary for purposes of the Plan) as soon as is
practicable, subject to the six (6) month delay requirement for Beneficiaries of
Specified Employees.  If a Beneficiary
dies after benefits to such Beneficiary have commenced, but before they have
been completed, and, in the opinion of the Administrator, no person has been
designated to receive such remaining benefits, then such benefits shall be paid
to the deceased Beneficiary’s estate as soon as is practicable.


 


6.6           Disability.  If a Participant is subject to a
Disability before the distribution of his or her Account has commenced, or
before such distribution has been completed, he or his personal representative
will be entitled to receive the balance or remaining balance of his or her
Account based on the schedule elected in the Participant’s deferral election,
plus any amounts thereafter credited to his or her Account.  Distribution to the Beneficiary or
Beneficiaries will be made in accordance with the Participant’s elections and
the rules of Section 6.1 hereof, subject to any six (6) month delayed
distribution requirements for Specified Employees imposed by Code Section 409A
and the applicable proposed or final Treasury regulations promulgated
thereunder.


 


6.7           Notice to Trustee.  The Administrator will
notify the Trustee in writing whenever any Participant or Beneficiary is
entitled to receive benefits under the Plan. 
The Administrator’s notice shall indicate the form, amount and frequency
of benefits that such Participant or Beneficiary shall receive.


 


6.8           Time of Distribution.  In no event will
distribution to a Participant be made later than the date specified by the
Participant in his or her election to defer Compensation; provided, however,
that if a Participant becomes a Specified Employee, his or her election shall
be subject to the six (6) month distribution delay requirements of the Plan and
Code Section 409A.


 


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6.9           Limitation on Distributions to
Covered Employees Prior to a Change of Control.  Notwithstanding
any other provision of this Article VI, in the event that, prior to a Change of
Control, the Participant is a “covered employee” as that term is defined in
Section 162(m)(3) of the Code, or would be a covered employee if his or
her Account were distributed in accordance with his or her election or early
withdrawal request, the maximum amount which may be distributed from the
Participant’s Account in any Plan Year shall not exceed one million dollars
($1,000,000) less the amount of compensation paid to the Participant in such
Plan Year which is not “performance-based” (as defined in Code
Section 162(m)(4)(C)), which amount shall be reasonably determined by the
Committee at the time of the proposed distribution.  Any amount which is not distributed to the
Participant in a Plan Year as a result of this limitation shall be distributed
to the Participant in the next Plan Year, subject to compliance with the
foregoing limitation set forth in this Section 6.9 and compliance with any
six (6) month distribution delay requirements of this Plan and Code Section
409A.


 


6.10         Tax Withholding.  Distribution and
withdrawal payments under this Article VII shall be subject to all applicable
withholding requirements for state and federal income taxes and to any other
federal, state or local taxes that may be applicable to such payments.


 


ARTICLE VII




Special Change of Control Provisions


 


7.1           No New Participants Following Change
of Control.  No individual may commence participation in the Plan
following a Change of Control.


 


7.2           No Deferrals Following a Change of
Control.  Deferrals shall cease as of the date of a Change of
Control.


 


ARTICLE VIII




Amendment and Termination


 


8.1           Amendment by Employer Prior to and on
and After a Change of Control.  Prior to a Change of Control, the
Employer reserves the authority to amend the Plan by filing with the Trustee an
amendment or a restated Plan document, executed by the Employer only, in which
the 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 amendment or restated Plan document.  Any such change notwithstanding, no
Participant’s Account shall be reduced by such change below the amount to which
the Participant would have been entitled if he had voluntarily left the employ
of the Employer immediately prior to the date of the change.  The Employer may from time to time make any
amendment to the Plan that may be necessary to satisfy the Code or ERISA.  Prior to a Change of Control, the Employer’s
board of directors shall act on behalf of the Employer for purposes of this Section.  On and after a Change of Control, only the
Committee may amend the Plan; provided, however, that following a Change of
Control, the Committee may not increase the phantom


 


9





















 


investment alternatives
available under the Plan, institute a guaranteed rate of return or take similar
actions to materially increase the benefits of Participants, unless the
Employer’s consent is obtained.


 


8.2           Retroactive Amendments.  An
amendment made by the Employer in accordance with Section 8.1 may be made
effective on a date prior to the first day of the Plan Year in which it is
adopted if such amendment is necessary or appropriate to enable the Plan and
Trust to satisfy the applicable requirements of the Code or ERISA or to conform
the Plan to any change in federal law or to any regulations or ruling
thereunder.  Any retroactive amendment by
the Employer shall be subject to the provisions of Section 8.1.


 


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


 


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


 


ARTICLE
IX




The Trust


 


9.1           Establishment of Trust.  The Employer
shall establish the Trust between the Employer and the Trustee, in accordance
with the terms and conditions as set forth in a separate agreement, under which
assets are held, administered and managed, subject to the claims of the
Employer’s creditors in the event of the Employer’s insolvency, until paid to
Participants and their Beneficiaries as specified in the Plan.  The Trust is intended to be treated as a
grantor trust under the Code, and the establishment of the Trust is not
intended to cause Participants to realize current income on amounts contributed
thereto.


 


ARTICLE X




Miscellaneous


 


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


 


10.2         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 


 


10





















 


construed as giving to any
Participant or other person any legal or equitable right against the Employer,
Administrator or Trustee, except as provided herein; and in no event will the
terms of employment or service of any Participant be modified or in any way
affected hereby


 


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


 


10.4         Facility of Payment.  In the event the
Administrator determines, on the basis of medical reports or other evidence
satisfactory to the Administrator, that the recipient of any benefit payments
under the Plan is incapable of handling his affairs by reason of minority,
illness, infirmity or other incapacity, the Administrator may direct the
Trustee to disburse such payments to a person or institution designated by a
court which has jurisdiction over such recipient or a person or institution
otherwise having the legal authority under State law for the care and control
of such recipient.  The receipt by such
person or institution of any such payments therefore, and any such payment to
the extent thereof, shall discharge the liability of the Trust for the payment
of benefits hereunder to such recipient.


 


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


 


10.6         Notices.  Any notice or other communication in
connection with this Plan shall be deemed delivered in writing if addressed as
provided below and if either actually delivered at said address or, in the case
of a letter, three business days shall have elapsed after the same shall have
been deposited in the United States mails, first-class postage prepaid and
registered or certified:


 


(a)           If
it is sent to the Employer or Administrator, it will be at the address
specified by the Employer;


 


(b)           If
it is sent to the Trustee, it will be sent to the address set forth in the
Trust Agreement; or, in each case at such other address as the addressee shall
have specified by written notice delivered in accordance with the foregoing to
the addressor’s then effective notice address.


 


10.7         Governing Law.  The Plan will be construed,
administered and enforced according to ERISA, and to the extent not preempted
thereby, the laws of the state of Oregon.


 


ARTICLE XI




Plan Administration


 


11.1         Powers and responsibilities of the
Committee.  The Committee has the full power and the full
responsibility to administer the Plan in all of its details, subject, however,
to the applicable 


 


11





















 


requirements of ERISA.  The Committee’s powers and 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)           The
discretionary authority to construe and interpret the Plan, its interpretation
thereof in good faith to be final and conclusive on all persons claiming
benefits under the Plan;


 


(c)           To
decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;


 


(d)           To
administer the claims and review procedures specified in Section 11.3;


 


(e)           To
compute the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the Plan;


 


(f)            To
determine the person or persons to whom such benefits will be paid;


 


(g)           To
authorize the payment of benefits;


 


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


 


(i)            By
written instrument, to allocate and delegate its responsibilities.


 


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


 


11.3         Claims and Review Procedures.


 


If Participant
or his or her representative submit a written claim for a benefit under the
Plan (other than a benefit due to disability) and their claim is denied in
whole or in part, the Committee will notify Participant or his or her representative
in writing of such denial within ninety (90) days after the claim is received,
unless special circumstances require an extension of up to ninety (90) more
days, in which case Participant or his or her representative will be notified
in writing of the extension, the special circumstances requiring the extension
and the date by which the Committee expects to render its decision.  The denial notice will include:


 


•                  The specific
reason(s) for the denial,


 


•                  References to
the specific Plan provision(s) on which the denial was based,


 


•                  A description of
any additional material or information that is necessary to perfect the claim
and an explanation of why such material or information is necessary, and


 


12





















 


•                  A description of
the Plan’s procedures for appealing the denial. 
If the Participant or his or her representative disagrees with the
Committee’s decision, they will have sixty (60) days from the receipt of the
original denial notice to appeal the decision. 
This appeal must be in writing and sent to the Committee.


 


Participant or
his or her representative has the right to review (upon request and at no
charge) all documents and other information relevant to their claim and to
submit written comments, documents and other information relating to their
claim.  The Committee will notify
Participant or his or her representative in writing of its decision within
sixty (60) days after it receives the appeal,
unless special circumstances require an extension of up to sixty (60) more
days, in which case Participant or his or her representative
will be notified in writing of the extension, the special circumstances
requiring the extension and the date by which the Committee expects to render
its decision.  If the appeal is denied,
the Committee will give Participant or his or her representative written notice
that includes:


 


•                  The specific
reason(s) for the denial,


 


•                  References to the
specific Plan provision(s) on which the denial was based,


 


•                  A statement that
Participant or his or her representative will be provided, upon request and
free of charge, reasonable access to, and copies of, all documents and other
information relevant to their claim, and


 


•                  A statement
regarding Participant’s right to bring an action under Section 502(a) of
ERISA.


 


11.4         Plan’s Administrative Costs.  The Employer shall pay all reasonable costs
and expenses (including legal, accounting, and employee communication fees)
incurred by the Committee and the Trustee in administering the Plan and Trust.


 


13





















 


IN WITNESS WHEREOF, the
Employer by its duly authorized officer(s), has caused this Plan to be adopted
effective October 31, 2004.


 


	
   

  	
  EMPLOYER

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RAYMOND A.
  LINK

  
	
   

  	
   

  	
  Raymond A. Link

  
	
   

  	
   

  	
  Vice President,
  Finance and Administration,

  
	
   

  	
   

  	
  Chief Financial
  Officer and Secretary

  



 


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