Deferred Compensation Plan for Non-Employee Directors



 Exhibit 10.1 
 CAPTARIS, INC. 
 DEFERRED COMPENSATION PLAN 
 FOR NON-EMPLOYEE DIRECTORS 
 (As
Amended and Restated Effective September 22, 2008) 
 ARTICLE I. PURPOSE AND NATURE OF PLAN 
 The purpose of the Plan is to further long-term growth of the Company by allowing Non-Employee Directors to defer receipt of certain compensation,
keeping their financial interests aligned with the Company, and providing them with a long-term incentive to continue providing services to the Company. The Plan was originally effective June 8, 2006. The amendment and restatement set forth
herein is effective as of September 22, 2008 and applies to all amounts deferred under the Plan that remain unpaid on or after that date, regardless of when deferred. 
 ARTICLE II. DEFINITIONS 
 Whenever capitalized herein, the following terms shall have the respective
meanings set forth below, unless the context clearly indicates otherwise. 
 2.1 “Account” means a separate
unfunded account established for a Participant on the books of the Company for purposes of recording such Participant’s interest under the Plan. The Company may establish such subaccounts within a Participant’s Account as it deems
necessary for the proper administration of the Plan. 
 2.2 “Affiliate” means (a) any corporation that is
a member of a controlled group of corporations (as defined in Section 414(b) of the Code) that includes the Company, and (b) any trade or business that is under common control (as defined in Section 414(c) of the Code) with the
Company. In determining whether a corporation, trade or business is an Affiliate, including for purposes of determining whether a Participant has separated from service, within the meaning of Code Section 409A(a)(2)(A)(i), the 80% ownership
tests set forth in Code Section 1563(a)(1), (2) and (3) and Treasury Regulations Section 1.414(c)-2 shall remain at 80%, notwithstanding anything to the contrary in Treasury Regulation Section 1.409A-1(h)(3). 
 2.3 “Award” means an award granted under the Equity Incentive Plan. 
 2.4 “Beneficiary” means the person, trust or other entity designated by the Participant to receive payment under the Plan
in the event of the Participant’s death. A Participant must designate his or her Beneficiary on such form (filed with the Company) as the Plan Administrator will prescribe. A Participant may change his or her Beneficiary designation at any time
by filing a new Beneficiary designation with the Company. The most recent Beneficiary designation on file with the Company at the time of the Participant’s death will be controlling. If a married Participant designates someone other than his or
her spouse as a primary Beneficiary, then the designation will have no effect as to the Participant’s 

  

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interest under the Plan, unless the spouse has consented in writing to the designation of such Beneficiary and such consent is witnessed by a notary public
or a Plan representative. The consent of one spouse will have no effect with respect to any subsequent spouse. If the Participant does not have a valid Beneficiary designation on file with the Company at the time of his or her death, or if all of
the Participant’s designated Beneficiaries predecease the Participant, then the Participant’s Beneficiary will be the Participant’s surviving spouse or, if the Participant has no surviving spouse, the Participant’s estate. For
purposes of the Plan, “spouse” means the person who is recognized as the Participant’s lawful spouse under applicable state law. 
 2.5 “Board” means the Board of Directors of the Company. 
 2.6
“Business Day” means any day that the Nasdaq is open for trading. 
 2.7 “Cash
Compensation” means the cash compensation payable to a Non-Employee Director for his or her service as a member of the Board, including, without limitation, any base retainer and any additional cash amounts payable for service as a
chair or member of any Board committee. 
 2.8 “Change in Control” means any of the following events which
also constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, within the meaning of Code Section 409A(a)(2)(A)(v): 
  

	 	(a)	the acquisition by any person or more than one person acting as a group, within the meaning of Code Section 409A, of Ownership of the stock of the Company that, together with
any stock of the Company already held by such person, or group of persons, constitutes more than 50% of the total fair market value or the total voting power of the stock of the Company; provided, however, that if any person or more than one person
acting as a group, within the meaning of Code Section 409A, is considered to own more than 50% of the total fair market value or the total voting power of the stock of the Company, the acquisition of additional stock by the same person or
persons will not be construed to cause a Change in Control under this paragraph (a) (or to cause a Change in Control under paragraph (b) immediately below); 

  

	 	(b)	the acquisition by any person or more than one person acting as a group, within the meaning of Code Section 409A (or the acquisition by any person or more than one person
acting as a group, within the meaning of Code Section 409A, during the 12-month period ending on the date of the most recent acquisition by such person or persons), of Ownership of Company stock that, without regard to any stock of the Company
already held by such person or group of persons, constitutes 30% or more of the total voting power of the stock of the Company; provided, however, that if any person or more than one person acting as a group, within the meaning of Code
Section 409A, is considered to own 30% or more of the total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not be construed to cause a Change in Control under this paragraph (b);


  

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	 	(c)	the replacement, during any 12-month period, of a majority of the members of the Board by directors whose appointment or election is not endorsed by a majority of the members of the
Board before the date of such appointment or election; provided, however, that this paragraph (c) applies only for so long as the Company does not have a majority shareholder that is a corporation (i.e., a corporation that owns more than 50% of
the total fair market value and total voting power of the stock of the Company); or 

  

	 	(d)	the acquisition from the Company by any person or more than one person acting as a group (within the meaning of Code Section 409A) who is/are not related to the Company for
purposes of Code Section 409A, or the acquisition from the Company by any such person or persons during the 12-month period ending on the date of the most recent such acquisition by such person or persons, of assets of the Company that have a
total gross fair market value equal to at least 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the
Company’s assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. 

 2.9 “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. 
 2.10 “Company” means Captaris, Inc. and any successor thereto. 
 2.11
“Company Stock” means the Company’s common stock. 
 2.12 “Compensation
Committee” means the Compensation Committee of the Board. 
 2.13 “Deferral Agreement” means the
election form(s) promulgated by the Plan Administrator and executed by the Participant authorizing the deferral of Cash Compensation and consenting to the terms and conditions of the Plan, the same as if the Participant were a signatory hereto.

 2.14 “Employee” means a person who is employed by the Company or an Affiliate as a common law
employee. 
 2.15 “Equity Incentive Plan” means the Captaris, Inc. 2006 Equity Incentive Plan, as may be
amended from time to time, or any successor plan thereto. 
  

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 2.16 “New Director” means a Non-Employee Director who was not eligible to
participate in the Plan (or any other non-qualified deferred compensation plan sponsored by the Company or an Affiliate, which may be aggregated with the Plan, or any portion of the Plan, under Code Section 409A) prior to becoming a
Non-Employee Director. 
 2.17 “Non-Employee Director” means a member of the Board who is not also an
Employee. 
 2.18 “Ownership” means actual and constructive ownership, as determined in accordance with Code
Section 318(a). Stock underlying a vested option is considered owned by the individual who holds the vested option (and the stock underlying an unvested option is not considered owned by the individual who holds the unvested option); provided,
however, that if a vested option is exercisable for stock that is not substantially vested (as defined in Treas. Reg. § 1.83-3(b) and (j)), the stock underlying such option is not treated as owned by the individual who holds the option.

 2.19 “Participant” means a Non-Employee Director who has elected to defer payment of all or any portion of
his or her Cash Compensation pursuant to Section 4.1 or to whose Account an Award has been credited pursuant to Section 4.2. A person remains a Participant so long as he has an Account balance under the Plan, whether or not he remains an
Non-Employee Director. 
 2.20 “Plan” means the Captaris, Inc. Deferred Compensation Plan for Non-Employee
Directors, as set forth herein, together with all amendments hereto. 
 2.21 “Plan Administrator” means the
Compensation Committee or its delegate. 
 2.22 “Specified Employee” means a Participant who, as of the date
of the Participant’s Retirement or other Termination, is a key employee of the Company or any Affiliate, but only if the stock of the Company or any Affiliate is publicly traded on an established securities market or otherwise on the date of
such Participant’s Retirement or other Termination. A Participant is a key employee if the Participant meets the requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations thereunder
and disregarding Code Section 416(i)(5)) at any time during the 12-month period ending on a “specified employee identification date.” If a Participant is a key employee as of a specified employee identification date, he or she is
treated as a Specified Employee for the 12-month period beginning on the related “specified employee effective date.” Unless the Company and the Affiliates have designated different dates as the specified employee designation date and/or
the specified employee effective date in accordance with the provisions of Treasury Regulation Sections 1.409A-1(i)(3) and (4), the specified employee designation date shall be December 31 of each year and the specified employee effective
date shall be the following April 1. 
  

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 2.23 “Termination” and its derivations, such as “Terminate,”
mean “separation from service” with the Company and its Affiliates within the meaning of Code Section 409A(a)(2)(A)(i). 
 2.24 “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary
or the Participant’s dependent (as defined in Code Section 152(a)), without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following
damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. For
example: (a) the imminent foreclosure of or eviction from the Participant’s primary residence may constitute an Unforeseeable Emergency; (b) the need to pay for medical expenses, including nonrefundable deductibles, as well as for the
costs of prescription drug medication may constitute an Unforeseeable Emergency; (c) the need to pay for the funeral expenses of a spouse, a Beneficiary, or a dependent (as defined in Code Section 152, without regard to Sections 152(b)(1),
(b)(2) and (d)(1)(B)) may constitute an Unforeseeable Emergency; and (d) the purchase of a home and the payment of college tuition do not constitute Unforeseeable Emergencies. 
 ARTICLE III. ELIGIBILITY AND PARTICIPATION 
 3.1 Eligibility. All
Non-Employee Directors are eligible to participate in the Plan. 
 3.2 Participation. A Non-Employee Director will become a
Participant by completing a Deferral Agreement and filing it with the Company in accordance with Section 4.1; provided, however, that a Non-Employee Director who has not completed a Deferral Agreement will become a Participant upon the
crediting of an Award to his or her Account pursuant to Section 4.2. 
 ARTICLE IV. DEFERRALS OF CASH COMPENSATION AND AWARDS 

 4.1 Voluntary Deferral of Cash Compensation. 
 (a) Prior to the beginning of each calendar year, a Non-Employee Director may elect to defer receipt of 25%, 50%, 75% or 100% of any Cash Compensation he or she anticipates earning for services performed during such
calendar year. To make such an election, a Non-Employee Director must file a completed Deferral Agreement with the Company in accordance with, and subject to, such rules and procedures as the Plan Administrator may establish; provided, however that
such Deferral Agreement must be filed with the Company prior to the first day of the calendar year for which it is to be effective and shall become irrevocable with respect to such calendar year on the last day of the calendar year immediately
preceding such calendar year (or such earlier date as the Plan Administrator may prescribe). 
  

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 (b) Notwithstanding subsection (a) immediately above, a New Director may make an initial deferral
election by filing an irrevocable Deferral Agreement with the Company no later than 30 days after becoming a New Director. Any such Deferral Agreement will apply only to Cash Compensation earned (and paid) after the Deferral Agreement is filed with
the Company. 
 (c) A Participant’s Deferral Agreement will remain in effect from calendar year to calendar year until terminated or
modified by the Participant or until the end of the calendar year in which the Participant ceases to be a Non-Employee Director. A Participant may terminate or modify his or her Deferral Agreement, effective as of the first day of any calendar year,
by filing a new Deferral Agreement with the Company in accordance with the provisions of Section 4.1(a). 
 (d) The Company will credit
any Cash Compensation deferred by a Participant pursuant to subsections (a) and (b) immediately above to the Participant’s Account as of the date on which it would have been paid to the Participant had it not been deferred.

 4.2 Deferred Awards. The Company may credit such Awards to a Participant’s Account as it deems appropriate, in its sole and
absolute discretion. 
 ARTICLE V. ACCOUNTS 
 5.1 Establishment and Nature of Participant Accounts. The Company will establish and maintain an Account in the name of each Participant to reflect the Participant’s interest under the Plan. The Company
may establish such subaccounts within a Participant’s Account as it deems necessary for the proper administration of the Plan (e.g., to reflect deferrals of Cash Compensation, as opposed to Awards, or to reflect deferred Awards granted at
different times or subject to different vesting schedules). The maintenance of such Accounts and subaccounts is for record keeping purposes only and will not represent any investment made on any Participant’s behalf by the Plan Administrator or
the Company. 
 5.2 Deemed Investment. All amounts credited to a Participant’s Account will be deemed to be invested in shares of
Company Stock (calculated to one one-thousandth of a share). Any dividends which would have been received had such amounts actually been invested in shares of Company Stock will also be credited to the Participant’s Account as of the date they
would have been paid and will be deemed invested in additional shares of Company Stock (calculated to one one-thousandth of a share). Except for deferred Awards (which are deemed to be invested in shares of Company Stock immediately upon being
credited to a Participant’s Account), any such investment shall be deemed to be made at the closing price of such shares on the date such amounts are credited to the Participant’s Account or, if such date is not a Business Day, on the
first Business Day occurring thereafter. Nothing in this Section 5.2 or in any other provision of the Plan, however, will require the Company to actually invest any amounts credited to a Participant’s Account in shares of Company Stock or
otherwise. Notwithstanding the foregoing, during the period following a Change in Control, the terms of which require that the amounts in Participant Accounts be settled in cash, and the date on which the Participant’s Account is distributed,
the amounts credited to a Participant’s Account shall be held without earnings or adjustment on account of any deemed investment. 
  

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 5.3 Adjustments Upon Changes in Capitalization. If any change is made to the shares of Company
Stock without the Company’s receipt of consideration, appropriate adjustments will be made to the number and/or class of securities deemed to be credited to a Participant’s Account under the Plan in the same manner and to the same extent
that adjustments are made to the maximum number and/or class of securities issuable under the Equity Incentive Plan. 
 ARTICLE VI. VESTING

 A Participant will be fully vested in that portion of his or her Account attributable to deferred Cash Compensation, if any, at all
times. A Participant will vest in the portion of his or her Account attributable to deferred Awards, if any, on the date(s) specified in such Awards. In addition, a Participant will become vested in the portion of his or her Account attributable to
deferred Awards, if any, upon a Change in Control; provided the Participant has not Terminated prior to the date of such Change in Control. Any Awards credited to a Participant’s Account that are not vested as of the date of the
Participant’s Termination will be forfeited. 
 ARTICLE VII. DISTRIBUTIONS 
 7.1 Timing and Form of Distribution. 
 (a) A Participant’s vested Account balance will be distributed to the Participant (or, in the event of the Participant’s death, the Participant’s Beneficiary) in a lump sum as soon as administratively practicable after (and
in any event, no more than 90 days after) the Participant Terminates. Distribution will be made in whole shares of Company Stock (with cash for any fractional share). 
 (b) Notwithstanding subsection (a) immediately above, if the Participant is a Specified Employee at the time of his or her Termination, distribution of the Participant’s vested Account balance will be made
as soon as administratively practicable after (and in any event, no more than 90 days after) the earlier of (i) the six-month anniversary of the date of his or her Termination or (ii) the date of his or her death. 
 7.2 Change in Control. Notwithstanding Section 7.1, the Participant’s vested Account balance will be distributed to the Participant (or,
in the case of the Participant’s death, the Participant’s Beneficiary) in a lump sum as soon as administratively practicable after (and in any event, no more than 90 days after) a Change in Control, provided the Participant has not
Terminated prior to the date of such Change in Control. If the Participant Terminated prior to the date of a Change in Control, his or her vested Account balance will be distributed at the time specified in Section 7.1. If a Participant’s
Termination and a Change in Control occur on the same date, then distribution of the Participant’s vested Account will be deemed to be made on account of the Change in Control, rather than the Termination. Distribution will be made in whole
shares of Company Stock (with cash for any fractional share). 
  

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 7.3 Unforeseeable Emergency. 
 (a) Any Participant who experiences an Unforeseeable Emergency may request a distribution from his Accounts under the Plan. The amount of any such
distribution may not exceed the lesser of the balance in the Participant’s Accounts as of the date of distribution or the amount reasonably necessary to satisfy the emergency need (which may include amounts necessary to pay Federal, state,
local or foreign income taxes or penalties reasonably anticipated to result from the distribution). Whether a Participant has experienced an Unforeseeable Emergency permitting a distribution under this Section 8.3 shall be determined by the
Administrator based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of an Unforeseeable Emergency may not be made to the extent that the emergency need is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant’s assets (to the extent the liquidation would not itself cause severe financial hardship), or by cessation of deferrals under the Plan. A Participant shall be required to
submit a written request for such a withdrawal, together with such supporting documentation as the Administrator may require, to the Administrator for review and approval. If the Administrator approves the Participant’s request, the
Participant’s deferrals shall be cancelled prospectively, effective upon the date of such approval, and any distribution shall be made as soon as administratively practicable after (and in any event, no more than 90 days after) such approval.
If the Participant’s emergency need can be satisfied simply by cancelling the Participant’s deferrals without a corresponding distribution, then the Administrator may authorize such cancellation, even though no distribution can be made. A
Participant whose deferrals have been cancelled under this subsection (a) may not recommence deferrals under the Plan until the first day of the following calendar year. 
 (b) The recommencement of deferrals following cancellation pursuant to this Section 7.3 shall be governed by the provisions of Section 4.1.

 7.4 Distribution in Event of Taxation. Notwithstanding any provision in the Plan to the contrary, if any amounts credited to a
Participant’s Account must be included in income pursuant to Code Section 409A prior to the scheduled distribution of such amounts, the amount which must be so included in income will be distributed to the Participant (or, in the case of
the Participant’s death, the Participant’s Beneficiary) in a lump sum within a reasonable time following (and in any event, no more than 90 days following) such determination. Such distribution will be made in the form of Company Stock
(with cash for any fractional share). 
 7.5 Distributions Following Change in Control. Notwithstanding Sections 7.1, 7.2, 7.3 or 7.4,
any amounts distributed after a Change in Control, the terms of which require that the amounts in Participant Accounts be settled in cash, shall be distributed in cash, rather than in shares of Company Stock, regardless of the reason for such
distribution. 
  

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 ARTICLE VIII. ADMINISTRATION 
 8.1 Plan Administration. 
 (a) The
Plan will be administered by the Plan Administrator. 
 (b) The Plan Administrator has all discretionary and other authority to control and
manage the operation and administration of the Plan, except such authority as is specifically allocated otherwise by or under the terms hereof, and has the power to take any action that it deems necessary or appropriate to carry out such
responsibilities, including, without limitation, the discretionary authority to (i) construe, interpret and apply the terms and provisions of the Plan, (ii) prescribe such rules and regulations, and issue such directives, as it deems
necessary or appropriate for the administration of the Plan, and (iii) make all other determinations and decisions as it deems necessary or appropriate for the administration of the Plan. The Plan Administrator may correct any defect or supply
any omission or reconcile any inconsistency in the Plan in the manner and to the extent it, in its discretion, deems appropriate. To the extent the Plan Administrator has been granted discretionary authority under the Plan, the Plan
Administrator’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. 
 (c) No
Participant who represents or is authorized to act on behalf of (or who is a member of) the Plan Administrator or the Board may decide, determine or act on any matter that affects the distribution, nature or method of settlement of solely his or her
benefit under the Plan, except in exercising an election available to that Participant in his or her capacity as a Participant. 
 (d) The
determination of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation, and application of the Plan shall be final, binding, and conclusive upon all persons and shall be given the
greatest deference permitted by law. 
 8.2 Expenses. All costs and expenses that are necessary to operate and administer the Plan
will be paid by the Company. 
 8.3 Disputed Payee or Act. If any dispute arises regarding the person to whom payment or delivery of
any sums or property should be made by the Company, or regarding any act to be performed, the Company may, in its sole and absolute discretion, retain such payment and postpone the performing of such act until final adjudication of such dispute has
been made in a court of competent jurisdiction or otherwise to the satisfaction of the Company or until the Company has been indemnified against loss to its satisfaction. 
  


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 8.4 Claims Procedure. 
 (a) Filing a Claim. A Participant or a Beneficiary (the “Claimant”), or the authorized representative of either, who believes that he has
been denied benefits to which he is entitled under the Plan may file a written claim for such benefits with the Plan Administrator Any claim must be in writing and must contain the following information: 
  

	 	(1)	The reason for making the claim; 

  

	 	(2)	The facts supporting the claim; 

  

	 	(3)	The amount claimed; and 

  

	 	(4)	The Claimant’s name and his or her (or his or her authorized representative’s) address. 

 (b) Claim Review. Claims will be decided by the Plan Administrator, which will make its decision with respect to a claim and notify the Claimant
(or his or her authorized representative) in writing of such decision within 90 days after receiving the claim. The Plan Administrator may extend this 90-day period for an additional 90 days if it determines that special circumstances require
additional time to process the claim. The Plan Administrator will notify the Claimant (or his or her authorized representative) in writing of any such extension within 90 days of receiving the claim. The notice will included the reason(s) why
the extension is necessary and the date by which the Plan Administrator expects to render its decision on the claim. 
 If your claim is
partially or completely denied, the written notice to the Claimant (or his or her authorized representative) will include: 
  

	 	(1)	The specific reason or reasons for the denial; 

  

	 	(2)	Reference to the specific Plan provisions on which the denial is based; 

  

	 	(3)	A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and


  

	 	(4)	A description of the Plan’s claim appeal procedure (and the time limits applicable thereto). 

 If a Claimant submits a claim in accordance with the procedure described above and does not hear from the Plan Administrator within 90 days, the Claimant
may consider the claim denied. 
 (c) Appealing a Claim Denial. If a claim is partially or completely denied, the Claimant has the
right to appeal the denial. To appeal a claim denial, the Claimant (or his or her authorized representative) must file a written request for appeal with the Plan Administrator within 60 days after receiving written notice of the claim denial. This
written request for appeal should include: 
  

	 	(1)	A statement of the grounds on which the appeal is based; 

  

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	 	(2)	Reference to the specific Plan provisions that support your claim; 

  

	 	(3)	The reason(s) or argument(s) why the Claimant believes the claim should be granted and the evidence supporting each reason or argument; and 

  

	 	(4)	Any other comments, documents, records or information relating to the claim that the Claimant wishes to submit. 

 The Claimant (or his or her authorized representative) will be provided, upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to his or her claim. 
 (d)
Decision on Appeal. Appeals will be decided by the Plan Administrator, which will render its decision with respect to an appeal and notify the Claimant (or his or her authorized representative) in writing of such decision within 60 days after
receiving the appeal. The Plan Administrator may extend this 60-day period for an additional 60 days if it determines that special circumstances require additional time to process the appeal. The Plan Administrator will notify the Claimant (or his
or her authorized representative) in writing of any such extension within 60 days of receiving the appeal. The notice will included the reason(s) why the extension is necessary and the date by which the Plan Administrator expects to render its
decision on the appeal. In reaching its decision, the Plan Administrator will take into account all of the comments, documents, records and other information that the Claimant (or his or her authorized representative) submitted, without regard to
whether such information was submitted or considered by the Plan Administrator in its initial denial of the claim. 
 If a claim is partially
or completely denied on appeal, the written notice of claim denial will include the following: 
  

	 	(1)	The specific reason or reasons for the denial; 

  

	 	(2)	Reference to the specific Plan provisions on which the denial is based; and 

  

	 	(3)	A statement that the Claimant (or his or her authorized representative) is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant (within the meaning of 29 C.F.R. § 2560.503-1(m)(8)) to the claim. 

 If a
Claimant files an appeal in accordance with the procedure described above and does not hear from the Plan Administrator within 60 days, the Claimant may consider the appeal denied. 
  

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 (e) Filing Suit. A Participant or Beneficiary must comply with the claim and appeal procedures
described above before seeking any other legal recourse (including filing a law suit) regarding claims for benefits. If a Claimant wishes to file a court action after exhausting the foregoing procedures, the Claimant (or his or her authorized
representative) must file such action in a court of competent jurisdiction within one year after the date on which the Claimant (or his or her authorized representative) received the Plan Administrator’s written denial of the appeal. Court
actions may not be commenced after this one-year period. Any judicial review of the Plan Administrator’s decision on a claim will be limited to whether, in the particular instance, the Plan Administrator abused its discretion. In no event will
such judicial review be on a de novo basis, because the Plan Administrator has discretionary authority to determine eligibility for (and the amount of) benefits under the Plan and to construe and interpret the terms and provisions of the Plan.

 ARTICLE IX. AMENDMENT, MODIFICATION AND TERMINATION 
 The Plan may be amended or modified at any time by the Board or the Compensation Committee; provided, however, that no amendment or modification may reduce the balance in a Participant’s Account. In addition, the
Board or the Compensation Committee may terminate the Plan at any time; provided, however, that except as provided in the next sentence, termination shall not cause the payment of any Participant’s benefits under the Plan. Rather, if the Plan
is terminated, then all Accounts will be distributed to Participants at the same time and in the same form as they would have been distributed had the Plan not been terminated, unless the Board, in its sole and absolute discretion, directs that
distributions occur sooner in accordance with the provisions of Treasury Regulation Section 1.409A-3(j)(4)(ix). 
 ARTICLE X.
MISCELLANEOUS 
 10.1 Rights Unsecured. The right of a Participant or his or her Beneficiary to receive a distribution hereunder
will be an unsecured claim against the general assets of the Company, and neither the Participant nor his or her Beneficiary will have any rights in or against any amount credited to his or her Account or any other specific assets of the Company.
The Plan at all times shall be considered entirely unfunded for tax purposes. Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, will continue for all purposes to be
part of the general assets of the Company and will be available to the Company’s general creditors in the event of the Company’s bankruptcy or insolvency. The Company’s obligation under this Plan will be that of an unfunded and
unsecured promise to pay benefits in the future. 
 10.2 Construction of Plan. Nothing in the Plan shall be construed to give any
Non-Employee Director (or any other person) any right to receive Cash Compensation, Awards or any other type of compensation from the Company. No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in
accordance with the terms of the Plan. Establishment and maintenance of the Plan shall not be construed to give any Non-Employee Director (or any other person) the right to be retained as a member of the 

  

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Board or as an Employee. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the
Company will be sufficient to pay any benefits under the Plan. If any provision of the Plan is held to be invalid or illegal for any reason, such invalidity or illegality shall not affect the remaining parts of the Plan, but the Plan shall be
construed as if the invalid or illegal provision had never been included in the Plan. Unless some other meaning or intent is apparent from the context, the plural includes the singular and vice versa; and masculine, feminine and neuter words are
used interchangeably. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof. 
 10.3 Alienation Prohibited. Amounts credited to a Participant’s Account are not, except as provided in Section 10.4, subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefit
hereunder will be null and void and not binding on the Plan or Company. 
 10.4 Taxes. The Company or any other payor may withhold
from a benefit payment under the Plan (including by reducing the number of shares issued to the Participant under the Plan) or from any other compensation payable by the Company to the Participant any federal, state or local taxes required by law to
be withheld with respect to a payment or accrual under the Plan, and will report such payments and other Plan-related information to the appropriate governmental agencies as required under applicable law. 
 10.5 Delivery of Shares. The Company’s obligation to issue shares under the Plan will be subject to all applicable laws, rules and
regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as the Plan Administrator may deem necessary. 
 10.6 General Limitation of Liability. None of the Company, the Board, the Plan Administrator or any other person will be liable, either jointly or
severally, for any act or failure to act or for anything whatsoever in connection with the Plan, or the administration thereof, except, and only to the extent of, liability imposed because of willful misconduct, gross negligence or bad faith.

 10.7 No Guaranty of Tax Consequences. None of the Company, the Board, the Plan Administrator or any other person guaranties any
particular federal or state income, payroll, personal property or other tax consequence will occur because of participation in the Plan. A Participant should consult with professional tax advisors regarding all questions relative to the tax
consequences arising from participation in the Plan. 
 10.8 Participant’s Cooperation. The Participant shall cooperate with the
Company by furnishing any and all information requested by the Plan Administrator in order to facilitate the administration of the Plan or the payment of benefits hereunder. If the Participant refuses to cooperate, the Company will have no further
obligation to the Participant under the Plan. 
  

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 10.9 Successors and Assigns. The terms and conditions of the Plan, as amended and in effect from
time to time, will be binding upon the Company’s successors and assigns, including, without limitation, any entity into which the Company may be merged or with which the Company may be consolidated. 
 10.10 Incompetency. If the Plan Administrator determines, in its sole and absolute discretion, that a benefit under the Plan is to be paid to a
minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, then, until a claim for such benefit has been made by a duly appointed guardian or other legal representative, the Plan
Administrator may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person, or, solely in the case of a minor, to a custodian under
the Uniform Gifts to Minors Act or similar statute. Any such payment will be a payment for the account of the Participant or Beneficiary, as applicable, and a complete discharge of any liability of the Company or the Plan with respect to such
payment. 
 10.11 Unclaimed Benefits. Each Participant shall keep the Plan Administrator informed of his or her current address and
the current address of his or her Beneficiary. The Plan Administrator shall not be obligated to search for the whereabouts of any person if the location of the person is not made known to the Plan Administrator. 
 10.12 Applicable Law and Venue. The Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by
the laws of the United States, will be governed by the laws of the State of Washington without giving effect to the choice or conflicts of law provisions thereof. If the Company or any Participant or Beneficiary initiates litigation related to the
Plan, the venue for such action will be King County, Washington. 
 10.13 Compliance with Section 409A. To the extent Code
Section 409A is applicable to the Plan and the benefits provided hereunder, the Company intends that the Plan comply with the deferral, payout and other limitations and restrictions imposed under Code Section 409A. Notwithstanding any
provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered in a manner consistent with such intention. Moreover, the Plan shall be deemed to be amended, and any deferrals elections hereunder shall be deemed to be
modified, to the extent the Company determines necessary to comply with the requirements of Code Section 409A and to avoid or mitigate the imposition of additional taxes under Code Section 409A, while preserving to the maximum extent
possible the essential economics of the Participant’s rights under the Plan. Notwithstanding the foregoing, or any other provision of the Plan to the contrary, the Company makes no representations or warranties to any Participant with respect
to any tax, economic or legal consequences of this Plan or any payments to any Participant hereunder, including without limitation under Code Section 409A, and no provision of the Plan shall be interpreted or construed to transfer any 

  

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liability for failure to comply with Code Section 409A from the Participant or other individual to the Company or any Affiliate. Each Participant, by
electing to defer Cash Compensation under the Plan or by accepting benefits under the Plan, shall be deemed to have waived any claim against the Company and its Affiliates with respect to any such tax, economic or legal consequences. 
 *    *    *    *    * 
 IN WITNESS WHEREOF, the Company has caused this instrument to be executed on the 22nd day of September, 2008. 
  

			
	CAPTARIS, INC.
		
	By:	 	 David P. Anastasi

	Its:	 	President and CEO


  

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