EXHIBIT 10.5**Molex Executive Deferred Compensation Plan***(Effective as of January 1, 2008)*
 

 
**TABLE OF CONTENTS**           **Page**  Article 1. Establishment And Purpose  1 1.1 Establishment  1 1.2 Purpose  1        Article 2. Definitions  1 2.1 “Account”  1 2.2 “Affiliate”  2 2.3 “Beneficiary”  2 2.4 “Bonus”  2 2.5 “Bonus Deferral”  2 2.6 “Code”  2 2.7 “Committee”  2 2.8 “Company”  2 2.9 “Deferral Form”  2 2.10 “Deferred Amounts”  2 2.11 “Disability”  2 2.12 “Distribution Date”  3 2.13 “Effective Date”  3 2.14 “Employer”  3 2.15 “ERISA”  3 2.16 “Fiscal Year”  3 2.17 “In Service Distribution”  3 2.18 “Investment Elections”  3 2.19 “Participant”  3 2.20 “Plan”  3 2.21 “Plan Year”  3 2.22 “Salary”  3 2.23 “Salary Deferral”  4 2.24 “Separation from Service”  4 2.25 “Trust Agreement”  4 2.26 “Trustee”  4 2.27 “Unforeseeable Emergency”  4        Article 3. Eligibility And Participation  4 3.1 Eligibility  4 3.2 Notice of Eligibility  4 3.3 Right to Participation or Employment  4 3.4 Effect of Subsequent Ineligibility  4        Article 4. Deferrals  5 4.1 Salary Deferrals  5 4.2 Bonus Deferrals  5 4.3 Deferral Elections and Distribution Elections  5 4.4 Vesting  6 
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**TABLE OF CONTENTS(continued)**           **Page        Article 5. Distribution of Benefits  6 5.1 Time of Distribution  6 5.2 Early Benefit Distribution  7 5.3 Benefits Upon Separation From Service  7 5.4 Benefits Upon Disability  7 5.5 Benefits Upon Death  7 5.6 Payment Forms  7 5.7 Changes to Time and Form of Payment  8 5.8 Unforeseeable Emergency  8 5.9 Source of Assets for Distributions  9 5.10 Withholding of Taxes  9        Article 6. Individual Accounts  9 6.1 Participants’ Accounts  9 6.2 Deferred Amounts  9 6.3 Earnings and Losses  9 6.4 Distributions  10 6.5 Participant Statements  10        Article 7. The Trust  10 7.1 Establishment of Irrevocable Trust  10 7.2 Trustee  10 7.3 Investment Funds  10 7.4 Investment Managers  10 7.5 Assets  10 7.6 Funding  10        Article 8. Investment Elections and Allocations  11 8.1 Investment Election  11 8.2 Change of Prior Election  11 8.3 Form of Election  11 8.4 Transfer of Funds  11 8.5 Allocating Distributions  11        Article 9. Beneficiary Designation  11 9.1 Designation of Beneficiary  11 9.2 Death of Beneficiary  11 9.3 Ineffective Designation  12        Article 10. Administration  12 10.1 The Committee  12 10.2 Authority of the Committee  12 10.3 Delegation of Committee Members’ Powers  12 10.4 Manner of Action of the Committee  12 10.5 Decisions Binding  12 10.6 Indemnification  12 
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**TABLE OF CONTENTS(continued)**           **Page**        10.7 Claims Procedures  13        Article 11. Amendment and Termination  13 11.1 Right to Terminate and Amend  13 11.2 Notice of Termination  13 11.3 Effect of Termination  13 11.4 Limitations on Amendments  13 11.5 Merger, Consolidation, Reorganization, or Transfer  13        Article 12. Participation In And Withdrawal from the Plan By An Employer  14 12.1 Affiliate Participation in the Plan  14 12.2 Withdrawal from the Plan  14        Article 13. Miscellaneous  14 13.1 Costs of the Plan  14 13.2 Nontransferability  14 13.3 Successors  15 13.4 Severability  15 13.5 Applicable Law  15 13.6 Gender and Number  15 
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**Molex Executive Deferred Compensation Plan**(*Effective as of January 1, 2008)*     **WHEREAS**, Molex Incorporated, a Delaware corporation (the “Company”), established the 2005Molex Supplemental Executive Retirement Plan (the “2005 SERP”);     **WHEREAS**, prior to January 1, 2008 the 2005 SERP provided for both employee voluntary deferralsof salary and bonus, and employer contributions for purposes of restoring benefits under the MolexIncorporated Profit Sharing and Retirement Plan (the “Profit Sharing Plan”) as a result oflimitations imposed under the Employee Retirement Income Security Act of 1974, as amended(“ERISA”), and the Internal Revenue Code of 1986, as amended (the “Code”); and     **WHEREAS**, the Company has determined that for ease in administration, it is in the Company’sbest interest to (i) establish a separate plan that provides for employee voluntary deferrals ofsalary and bonus which will be called the Molex Executive Deferred Compensation Plan (the “Plan”),(ii) remove any voluntary deferral options from the 2005 SERP, and (iii) leave in the 2005 SERPsolely those provisions that govern excess benefits pertaining to the Profit Sharing Plan.     **NOW, THEREFORE,**in compliance with the foregoing, the Company hereby adopts, effective as ofJanuary 1, 2008, except where otherwise specifically provided, this Plan, to provide as follows:**ARTICLE 1. ESTABLISHMENT AND PURPOSE**     **1.1****Establishment****.**The Plan is hereby adopted effective January 1, 2008. The Plan isa nonqualified retirement plan for key employees as described herein and is intended to comply withthe provisions of Code Section 409A and any regulations issued thereunder.     **1.2****Purpose****.**The purposes of the Plan are as follows:     **(a)****Discretionary Deferred Contributions****.**To allow an eligible employee todefer all or a portion of Salary and Bonus.     **(b)****Unfunded Plan****.**To be an unfunded plan maintained primarily to providedeferred compensation benefits for a select group of management or highly compensatedemployees within the meaning of §§201, 301, and 401 of ERISA, and therefore is furtherintended to be exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA.**ARTICLE 2. DEFINITIONS**     Wherever used herein, the following terms have the meanings set forth below, unless adifferent meaning is clearly required by the context:     **2.1 “****Account****”**means the bookkeeping ledger established for each Participant for thepurpose of tracking Deferred Amounts plus (or minus) any gains (or losses) accruing as a result ofInvestment Elections.
 

 
     **2.2 “****Affiliate****”**means any corporation, organization, or entity which is under commoncontrol with the Company or which is otherwise required to be aggregated with the Company pursuantto paragraphs (b), (c), (m), or (o) of Code §414.     **2.3 “****Beneficiary****”**means the person, trust, or other entity designated by theParticipant to receive benefits that may become payable hereunder upon his or her death pursuant toSection 5.5.     **2.4 “****Bonus****”**means a payment of annual cash compensation earned for a Fiscal Yearunder an annual incentive plan or arrangement offered by the Company.     **2.5 “****Bonus Deferral****”**means the portion of a Bonus deferred by a Participant underSection 4.3(b) for a Plan Year.     **2.6 “****Code****”**means the Internal Revenue Code of 1986, as amended from time to time, andthe regulations and rulings issued thereunder. Reference to any section or subsection of the Codeincludes reference to any comparable or succeeding provisions of any legislation that amends,supplements or replaces that section or subsection.     **2.7 “****Committee****”**means the Special Subcommittee of the Executive Committee of theCompany’s Board of Directors.     **2.8 “****Company****”**means Molex Incorporated, a Delaware corporation.     **2.9 “****Deferral Form****”**means the form(s) that the Participant must complete and returnto the Company in order to defer any portion of Salary and/or Bonus and to elect the time and formof distribution with respect to Deferred Amounts related to a particular Plan Year and/or FiscalYear.     **2.10 “****Deferred Amounts****”**means the aggregate amount of Salary Deferrals, if any, withrespect to a given Plan Year plus Bonus Deferrals, if any, related to the Fiscal Year which endsand is included within the Plan Year to which the Salary Deferrals relate which is contributed bysuch Participant under the Plan to his/her Account.     **2.11 “****Disability****”**means the Participant is:     **(a)**unable to engage in any substantial gainful activity by reason of any medicallydeterminable physical or mental impairment which can be expected to last for a continuousperiod of not less than twelve (12) months; or     **(b)**by reason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous period of not lessthan twelve (12) months, receiving income replacement benefits for a period of not less thanthree (3) months under an accident and health plan of an Employer that then covers theParticipant.
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     **2.12 “****Distribution Date****”**means ***the earliest to occur***of the following:     **(a)**the Participant’s In-Service Distribution, if any, elected in accordance withSection 5.2;     **(b)**in the case of Separation from Service other than for death or Disability, the datespecified in Section 5.3;     **(c)**in the case of Disability, the date specified in Section 5.4; or     **(d)**in the case of death, the date specified in Section 5.5.     **2.13 “Effective Date”**means January 1, 2008.     **2.14 “****Employer****”**means the Company, and any corporation, organization or entity thatis an Affiliate and either adopts the Plan pursuant to Section 12.1 or continues the Plan as asuccessor under Section 13.3.     **2.15 “****ERISA****”**means the Employee Retirement Income Security Act of 1974, as amendedfrom time to time, or any successor thereto.     **2.16 “****Fiscal Year****”**means the 12 month period beginning each July 1 and ending thefollowing June 30, or such other 12-month period as determined by the Board of Directors of theCompany.     **2.17 “****In-Service Distribution****”**means the date elected by the Participant on his or herDeferral Form for the early distribution of his or her Deferred Amounts related to a particularPlan Year and/or Fiscal Year, as provided in Section 5.2.     **2.18 “****Investment Elections****”**shall have the same meaning as defined with respect tothe Trust Agreement described in Article 7.     **2.19 “****Participant****”**means an employee of an Employer who has been approved foreligibility as provided in Article 3.     **2.20 “****Plan****”**means the Molex Executive Deferred Compensation Plan as providedherein and as amended from time to time.     **2.21 “****Plan Year****”**means the calendar year.     **2.22 “****Salary****”**means the annual base salary rate and payments of cash compensationpayable by the Employer to an employee for services performed during any Plan Year before deductionfor income taxes, but reduced by all legally required deductions against such income (including,but not limited to, if applicable, elective contributions or benefit contributions made by suchemployee, wage assignments, wage garnishments, child support payments, levies, remittance of allapplicable taxes to governmental authorities), and specifically other than Bonuses and BonusDeferrals under the Plan**.**
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     **2.23 “****Salary Deferral****”**means the portion of Salary deferred by a Participant underSection 4.3(a) for a Plan Year.     **2.24 “****Separation from Service****”**means the Participant’s termination of employment withthe Employer for any reason, including retirement, death, or Disability, or as otherwise providedby the Department of Treasury or the Internal Revenue Service in regulations or other guidancepromulgated under Code §409A.     **2.25 “****Trust Agreement****”**or **“****Trust****”**means the trust agreement and the trustestablished by the Company for the Plan.     **2.26 “****Trustee****”**means the original Trustee named in the Trust Agreement and any dulyappointed successor thereto.     **2.27 “****Unforeseeable Emergency****”**means a severe financial hardship to a Participantresulting from an illness or accident of the Participant, the Participant’s spouse, theParticipant’s beneficiary or a dependent (as defined in Code Section 152, without regard to section152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty or othersimilar extraordinary and unforeseeable circumstances arising as a result of events beyond thecontrol of the Participant. Any distributions made on account of an Unforeseeable Emergency shallbe made pursuant to Section 5.8.**ARTICLE 3. ELIGIBILITY AND PARTICIPATION**     **3.1****Eligibility****.**To be eligible to participate in the Plan, a person must be among aselect group of management or highly compensated employees of an Employer, and selected forparticipation by the Committee, such that the Plan qualifies for a “top hat” exemption from most ofthe substantive requirements of Title I of ERISA, as described in Section 1.2(c). Accordingly, theCommittee may terminate the participation of any or all Participants in order to achieve andmaintain this intended result; *provided, however*, such termination from participation shall notbecome effective until the first day of the next succeeding Plan Year.     **3.2****Notice of Eligibility****.**Generally, eligible employees shall be notified of theireligibility to participate prior to the beginning of each Plan Year in which they are eligible.Subject to the Code Section 409A aggregation rules as applicable, for the first year an employee isnotified of eligibility under this Article 3, a deferral election on the relevant Deferral Form maybe made within 30 days of the date the employee first becomes eligible under this Plan; *provided,however*, such elections shall be prospective and shall apply only to Salary and Bonus earned aftersuch deferral election is made.     **3.3****Right to Participation or Employment****.**No employee shall have the right to beselected to participate in this Plan or, having been so selected, to be selected to participate inany future Plan Year. Further, nothing in the Plan shall interfere with or limit in any way theright of an Employer to terminate any Participant’s employment at any time, nor confer upon anyParticipant a right to continue in the employ of an Employer.     **3.4****Effect of Subsequent Ineligibility****.**In the event a Participant ceases to beeligible for continued participation in the Plan for any reason, such individual shall become aninactive Participant, retaining all the rights relating to previous Supplemental CompanyContributions as
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described under the Plan, until such time that such individual again is determined by theCommittee to be an active Participant or until Separation from Service.**ARTICLE 4. DEFERRALS**     **4.1****Salary Deferrals****.**A Participant may elect to defer receipt of all or any portionof his or her Salary for a given Plan Year by delivering a properly executed Deferral Form to theCompany within the time specified in Section 4.3(a). The Deferral Form shall designate the amountor percentage of Salary that is to be deferred under the Plan for a given Plan Year. The Committeeshall have the sole discretionary authority to establish the maximum amount of Salary Deferrals anyparticular Participant shall make to the Plan each Plan Year. The Deferral Form shall beirrevocable for a given Plan Year once effective.     **4.2****Bonus Deferrals****.**A Participant may elect to defer receipt of all or any portionof his or her Bonus for a given Fiscal Year by delivering a properly executed Deferral Form to theCompany within the time specified in Section 4.3(b). The Deferral Form shall designate the amountor percentage of Bonus that is to be deferred under the Plan for a given Fiscal Year. TheCommittee shall have the sole discretionary authority to establish the maximum amount of BonusDeferrals any particular Participant shall make to the Plan each Fiscal Year. The Deferral Formshall be irrevocable for a given Fiscal Year once effective.     **4.3****Deferral Elections and Distribution Elections****.**     **(a)****Salary****.**     (i) **Deferral Elections****.**A Participant shall make an irrevocableelection each Plan Year to defer all or any portion of his/her Salary under the Planfor such Plan Year by delivering to the Company a properly executed Deferral Form.The Deferral Form shall be completed and filed with the Company with respect todeferrals of Salary before the beginning of the Plan Year for which services areperformed so long as the employee remains eligible to participate in the Plan.Notwithstanding the foregoing and subject to the aggregation rules under CodeSection 409A, a newly-hired Participant or an employee who becomes a Participant dueto promotion or other such change to employment status, shall be given thirty (30)days after the date he or she becomes eligible to participate in the Plan tocomplete and submit a Deferral Form. Each properly completed and timely submittedDeferral Form shall become effective as of the first day of the following Plan Year;*provided*that in the case of a newly-hired Participant, a properly completed andtimely submitted Deferral Form shall become effective on the date provided to theCompany.     (ii) **Distribution Elections****.**The Deferral Form filed by a Participantwith respect to distribution of his/her Salary Deferrals for a given Plan Year shallclearly specify the time and form of payment from among the options provided for andapproved by the Committee. In the event a Participant does not specify on his/herDeferral Form the time and form of payment relating to such Salary Deferrals, thensuch Participant shall be deemed to have elected the default form of distributionunder Section 5.7(a) which is a lump-sum distribution, and shall be deemed to havenot elected any In-Service Distribution under Section 5.2.
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     **(b)****Bonus****.**     (i) **Deferral Elections****.**A Participant shall make an irrevocableelection each Fiscal Year to defer any or all of his/her Bonus under the Plan forsuch Fiscal Year by delivering to the Company a properly executed Deferral Form.The Deferral Form shall be completed and filed with the Committee with respect todeferrals of Bonus before the beginning of the Fiscal Year for which services areperformed so long as the employee remains eligible to participate in the Plan.Notwithstanding the foregoing and subject to the aggregation rules under CodeSection 409A, a newly-hired Participant or an employee who becomes a Participant dueto promotion or other such change to employment status, shall be given thirty (30)days after the date he or she becomes eligible to participate in the Plan tocomplete and submit a Deferral Form. Each properly completed and timely submittedDeferral Form shall become effective as of the first day of the next followingFiscal Year; *provided*that in the case of a newly-hired Participant, a properlycompleted and timely submitted Deferral Form shall become effective on the dateprovided to the Company. Notwithstanding the foregoing, to the extent that aParticipant’s Bonus constitutes “performance based compensation” (within the meaningof Code Section 409A and regulations issued thereunder), the Participant’s DeferralForm with respect to the deferral of such performance-based Bonus may be deliveredto the Plan Administrator no later than December 31 of the Fiscal Year in which theBonus is earned. If the Bonus does not constitute performance based compensation,then general deferral rule applies, and the Deferral Form for Bonus shall bedelivered to the Company before the beginning of the Fiscal Year in which the Bonusis earned.     (ii) **Distribution Elections****.**The Deferral Form filed by a Participantwith respect to distribution of his/her Bonus Deferrals for a given Fiscal Yearshall clearly specify the time and form of payment from among the options providedfor and approved by the Committee. In the event a Participant does not specify onhis/her Deferral Form the time and form of payment relating to such Bonus Deferrals,then such Participant shall be deemed to have elected the default form ofdistribution under Section 5.7(a) which is a lump-sum distribution and shall bedeemed to have not elected any In-Service Distribution under Section 5.2.     **4.4****Vesting****.**A Participant shall at all times have a fully vested and non-forfeitableright to all Deferred Amounts credited to his/her Account, adjusted for income, gain and lossattributable thereto.**ARTICLE 5. DISTRIBUTION OF BENEFITS**     **5.1****Time of Distribution****.**Distribution of a Participant’s Deferred Amounts shallcommence no later than ninety (90) days following a Participant’s Distribution Date elected withrespect to such Deferred Amounts. Notwithstanding any other provision of the Plan to the contrary,in no event shall the distribution of any Deferred Amounts be accelerated to a time earlier thanwhich it would otherwise have been paid, whether by amendment of the Plan, exercise of theCommittee’s discretion, or otherwise, except as permitted by the Treasury Regulations issued orother governmental guidance provided pursuant to Code §409A.
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     **5.2****In-Service Distribution****.**A Participant shall be able to elect an In-ServiceDistribution with respect to his/her Deferred Amounts each Plan Year and/or Fiscal Year, as thecase may be, by filing a Deferral Form in accordance with Section 4.3. In the event suchParticipant does not specify an In-Service Distribution on his/her Deferral Form or fails to makesuch an election within the time period provided by the Company, then Participant shall be deemedto have not elected an In-Service Distribution. Except as otherwise provided in Section 5.7, anIn-Service Distribution election shall be irrevocable.     **(a)**An In-Service Distribution shall be made in a lump sum payment on the datespecified on such Participant’s initial Deferral Form(s) with respect to such DeferredAmounts, and such specified in-service date shall be as permitted by the Company ***and***(x) notless than two years from the date such In-Service Distribution election becomes effective(*i.e.*, first day of the respective Plan Year or Fiscal Year, as the case may be), and (y) nolater than Separation from Service.     **(b)**Notwithstanding anything to the contrary, a Participant’s In-Service Distributionelection shall automatically terminate upon Separation from Service, at which time theprovisions of Sections 5.3, 5.4 or 5.5 of the Plan shall govern distribution of theParticipant’s Deferred Amounts in his/her Account.     **5.3****Benefits Upon Separation From Service.** A Participant who has Separated fromService with an Employer other than on account of death or Disability shall receive payment of thebalance of his/her Account no later than the tenth (10th) business day of the seventhcalendar month following the Participant’s Separation from Service, and such payment shall be inthe following form:     **(a)****Separation from Service On or After Attaining Age 591⁄2****.**The Participantshall receive payments in accordance with the elections related to form on the Participant’scurrently effective Deferral Form(s); or     **(b)****Separation from Service Before Attaining Age 591⁄2****.**Notwithstanding anyelection related to form on the Participant’s currently effective Deferral Form(s), theParticipant shall receive a single lump sum payment.     **5.4****Benefits Upon Disability****.**A Participant who has incurred a Disability shallreceive distribution of his/her Account no later than ninety (90) days following the Committee’sdetermination of the Participant’s Disability. The Committee shall have the sole discretionaryauthority to determine whether a Participant has incurred a Disability. Payment or payments shallbe made in the form or forms elected by the Participant on the Participant’s currently effectiveDeferral Form.     **5.5****Benefits Upon Death****.**Notwithstanding any election related to form on theParticipant’s currently effective Deferral Form(s), upon a Participant’s death, the Company shallpay to the Participant’s Beneficiary a benefit equal to the remaining balance in the Participant’sAccount in a single lump sum payment. Payment shall be made no later than ninety (90) daysfollowing the Participant’s death.     **5.6****Payment Forms**. A Participant shall be able to elect his/her form of distributionwith respect to his/her Deferred Amounts for each year on the same Deferral Form provided for such
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Deferred Amounts in accordance with Section 4.3 and consistent with this Article 5. In theevent such Participant does not specify a form of distribution on his/her Deferral Form, thenParticipant’s initial Deferral Form shall be deemed to have elected the default form ofdistribution which is a lump-sum distribution.     **(a)****Default Form of Distribution****.**Unless a Participant otherwise elects inaccordance with paragraph (b) below, a Participant’s Deferred Amounts shall be paid in asingle lump sum.     **(b)****Optional Forms of Distribution****.**In lieu of a lump sum form of payment, aParticipant may elect to receive distribution of any Deferred Amounts (adjusted byearnings/losses) in the form of substantially equal annual installment payments upon therelevant Distribution Date elected with respect to such Deferred Amounts. A Participant mayselect the number of years within the options provided by the Committee in the Deferral Formover which the Deferred Amounts are to be paid, up to a maximum of five years. During thepayout period, earnings shall accrue on a Participant’s Deferred Amounts in the mannerprovided in Section 6.3. The amount of each installment payment shall be equal to thebalance of the Deferred Amounts for a given Plan Year or Fiscal Year, as the case may be,remaining in the Participant’s Account immediately prior to each such payment, multiplied bya fraction, the numerator of which is one, and the denominator of which is the number ofinstallment payments remaining, with the last installment consisting of the balance of theParticipant’s vested Deferred Amounts for a given Plan Year or Fiscal Year, as the case maybe, as liquidated to close the Deferred Amounts for the Account. A Participant may changehis or her benefit payment election only as described in Section 5.7. If no validinstallment payment election is in effect when distribution is to be made, then payment ofthe Participant’s Deferred Amounts for a given year shall be made in a single lump sum.     **5.7****Changes to Time and Form of Payment**. Notwithstanding anything to the contrary inthis Article 5 or the Plan, the only Participants who are eligible to avail themselves of theprovisions of this Section 5.7 to file a subsequent Deferral Form are those Participants who weredefaulted to no In-Service Distribution pursuant to Section 5.2, and defaulted to a lump sum formof distribution pursuant to Section 5.6.     **(a)****Five (5) Year Rule****.**A Participant who has been defaulted to a lump sumdistribution under Section 5.6 may later change such election to installment payments,selecting a payment period from one to five years, provided the first installment paymentshall be deferred to a date that is at least five years after the date the lump sumdistribution would otherwise have been made.     **(b)****Twelve (12) Month Rule****.**Any such election changes shall be completed inaccordance with Company rules, and shall not be effective unless made more than twelve (12)months before the date payment would otherwise be made or begin to be made and additionally,such change election shall not become effective for twelve (12) months after such changeelection is filed with the Committee. Notwithstanding the foregoing, in accordance withCode §409A, election changes that have the effect of accelerating the time for payment shallbe prohibited.     **5.8****Unforeseeable Emergency**.
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     **(a)****Request for Distribution****.**A Participant may request that all or anyportion of his or her Account balance be distributed at any time by submitting a writtenrequest to the Committee demonstrating that he or she has suffered an UnforeseeableEmergency, and that the distribution is necessary to alleviate the financial hardshipcreated by the Unforeseeable Emergency.     **(b)****Committee Determination****.**The Committee shall have the sole discretionaryauthority to determine whether a Participant has suffered an Unforeseeable Emergency.Whether a Participant has suffered an Unforeseeable Emergency shall be determined based onthe relevant facts and circumstances of each case. In making such a determination, theCommittee shall take into account the extent that such Unforeseeable Emergency is or may berelieved through reimbursement or compensation by insurance or otherwise, or by liquidationof the Participant’s assets (unless such liquidation itself would cause a severe financialhardship).     **(c)****Timing of Distribution****.**Upon the finding that the Participant has sufferedan Unforeseeable Emergency, the Committee shall distribute to the Participant in a lump sumthat portion of his or her Account necessary to satisfy the Unforeseeable Emergency, plustaxes attributable thereto. Distributions made pursuant to this Section 5.8 shall be madeno later than ninety (90) days after the Committee has reviewed and approved the request.Notwithstanding the foregoing, distributions due to Unforeseeable Emergencies shall only bemade in accordance with regulations promulgated by the Department of Treasury or otherguidance issued by the Internal Revenue Service under Code §409A.     **5.9****Source of Assets for Distributions****.**All distributions shall be paid first fromthe Trust, to the extent assets exist in the Trust and then, as necessary, by the Employer fromother general assets.     **5.10****Withholding of Taxes****.**The Employer shall have the right to require Participantsto remit to the Employer an amount sufficient to satisfy Federal, state, and local tax withholdingrequirements, or to deduct from all payments made pursuant to the Plan amounts sufficient tosatisfy such withholding requirements.**ARTICLE 6. INDIVIDUAL ACCOUNTS**     **6.1****Participants’ Accounts****.**The Employer shall establish and maintain individualAccounts for each Participant hereunder. The establishment and maintenance of Participants’Accounts, however, shall not be construed as entitling any Participant to any specific assets of anEmployer.     **6.2****Deferred Amounts****.**Deferred Amounts shall be credited to a Participant’s Accounton the date of funding pursuant to Section 7.6.     **6.3****Earnings and Losses****.**Each Participant’s Account shall be credited with earnings(or losses) thereon daily or some less frequent time period as agreed upon by the Committee and theTrustee. Such earnings (or losses) shall be based upon the actual returns achieved pursuant to theInvestment Elections of each Participant.
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     **6.4****Distributions****.**There shall be charged against each Participant’s Account anypayments of benefits made to the Participant or to a Participant’s Beneficiary.     **6.5****Participant Statements****.**Statements that identify the Participant’s Accountbalance shall be provided to Participants on a basis no less frequent than quarterly.**ARTICLE 7. THE TRUST**     **7.1****Establishment of Irrevocable Trust****.**The Company has established an IrrevocableTrust, governed by the Trust Agreement, (which shall be a grantor trust within the meaning of Code§§671-678) with the Company as the grantor, for the benefit of Plan Participants and Beneficiariesof Participants, as appropriate. The Trust shall receive and hold the Deferred Amounts, andearnings (or losses) thereon, and shall make the payments provided by the Plan. The Trust fundshall be held and invested by the Trustee at the direction of the Committee and in accordance withthe Trust Agreement.     **7.2****Trustee****.**The Trust shall have an independent Trustee (such Trustee to have afiduciary duty to carry out the terms and conditions of this Plan) as selected by the Company, andshall have restrictions as to the Company’s ability to amend the Trust or to cancel benefitsprovided thereunder. Except to the extent that investments of the Trust fund are subject to thedirection of the Committee pursuant to Section 7.3, or to the direction of investment managersappointed pursuant to Section 7.4, the Trustee shall have the sole and exclusive responsibility forinvesting the Trust fund.     **7.3****Investment Funds****.**Except as provided in Section 7.4, the Trust shall consist oftwo or more separate investment funds as selected from time to time by the Committee among whichParticipants may elect to have their respective Accounts invested. Subject to the provision ofSection 7.4, the Committee shall have the authority to select and change the number of investmentfunds available and to set the investment guidelines of each investment fund and to otherwise setpolicy and establish the funding strategies utilized by the Trust, as the Committee may deemappropriate. All or any portion of any investment fund may, on a temporary basis, be retained incash or invested in property other than that specified as the primary type of investment for suchinvestment fund. Any investment fund may be partially or entirely invested in any common orcommingled fund that is invested in property of the kind specified for such investment fund.     **7.4****Investment Managers****.**The Committee may designate one or more investment managersto control and manage (including the power to direct the acquisition and disposition of) theinvestment funds and to make professional investment decisions or recommendations. The Committeeshall not be liable for any act or omission of such investment managers, except as required by law.     **7.5****Assets****.**Assets contained in the Trust shall at all times be specifically subjectto the claims of the Employer’s general creditors in the event of bankruptcy or insolvency; suchterms shall be specifically defined within the provisions of the Trust, along with a requiredprocedure for notifying the Trustee of any such bankruptcy or insolvency. (See Section 11.5)     **7.6****Funding****.**The Employer shall contribute cash or cash equivalents to the Trust forthe benefit of Participants as soon as practicable after the amount of each component comprisingthe Deferred Amounts is known for each respective Participant. The aggregate amount to be so
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contributed by the Employer on a periodic basis to the Trust shall be equal to the aggregateDeferred Amounts of all Participants.**ARTICLE 8. INVESTMENT ELECTIONS AND ALLOCATIONS**     **8.1****Investment Election****.**Subject to the provisions of Section 7.4, each Participantshall make an Investment Election to invest his or her Account among the investment funds providedfor in Section 7.3 in any combination in multiples of one percent (1%). To the extent that aParticipant shall have made no election hereunder, such Participant’s Account shall be allocated tothe investment fund having investment guidelines that contemplate the least risk of loss ofprincipal as determined by the Committee. To the extent that a Participant makes no new electionprovided for hereunder in accordance with this Section 8.1, the allocation of his or her Accountamong the investment funds shall remain unchanged.     **8.2****Change of Prior Election****.**Subject to rules and procedures as the Committee mayestablish, each Participant may change the allocation of his Account among the investment fundsprovided for in Section 7.3 by making a new Investment Election. The Committee shall have theauthority and discretion to limit reallocation or trading practices that the Committee or anInvestment Manager determines to be abusive or adverse to the investment fund or to the interestsof other Plan participants.     **8.3****Form of Election****.**The Investment Elections shall be made in such form and in suchmanner as the Committee shall prescribe.     **8.4****Transfer of Funds****.**When an amount or amounts must be transferred betweeninvestment funds by reason of a Participant’s election hereunder, such amount shall be transferredto one or more of the other investment funds pursuant to such election as soon as practical.     **8.5****Allocating Distributions****.**Any time a distribution (as defined in **Section 6.4**) ofpart or all of the amount allocated to the Account of a Participant is made pursuant to this Plan,a pro rata share of such distribution shall be made from each investment fund in which said Accountis invested.**ARTICLE 9. BENEFICIARY DESIGNATION**     **9.1****Designation of Beneficiary****.**Each Participant shall be entitled to designate aBeneficiary or Beneficiaries who, upon the Participant’s death, shall receive the amounts thatotherwise would have been paid to the Participant under the Plan. All designations shall be signedby the Participant, and shall be in a form prescribed by the Committee. The Participant may changehis or her designation of Beneficiary at any time, on a form prescribed by the Committee. Thefiling of a new Beneficiary designation form by a Participant shall automatically revoke all priordesignations by that Participant. Notwithstanding the foregoing, such new Beneficiary designationis not effective until received by the Committee during the Participant’s lifetime.     **9.2****Death of Beneficiary****.**In the event that all the Beneficiaries named by aParticipant, pursuant to Section 9.1 herein, predecease the Participant, the Deferred Amounts thatwould have been paid to the Participant shall be paid to the Participant’s estate.
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     **9.3****Ineffective Designation****.**In the event the Participant does not designate aBeneficiary, or for any reason such designation is ineffective in whole or in part, theineffectively designated amounts shall be paid to the Participant’s estate.**ARTICLE 10. ADMINISTRATION**     **10.1****The Committee****.**This Plan shall be administered by the Committee in accordancewith any rules and regulations that the Committee shall establish from time to time, which areconsistent with the provisions of this Plan.     **10.2****Authority of the Committee****.**The Committee shall have full power to make anydetermination that may be necessary or advisable for the Plan’s administration including, but notlimited to, the following:     **(a)**select employees for participation in the Plan, including who is a key employee andwhich group or class of Participants are eligible to defer which kind of deferrals;     **(b)**establish the maximum Salary and/or Bonus Deferrals;     **(c)**select and change from time to time the investment funds available;     **(d)**construe and interpret the Plan and any agreement or instrument entered intohereunder;     **(e)**determine whether a Participant has incurred a Disability or suffered anUnforeseeable Emergency; and     **(f)**establish, amend, or waive rules and regulations for the Plan’s administration.     **10.3****Delegation of Committee Members’ Powers****.**A Committee member may delegate any orall of his or her rights, powers, duties, and discretions to any other Committee member, with theconsent of the latter. The Committee may delegate any or all of its powers, rights, duties, anddiscretions to an individual to act as “Administrator” who may, but need not be, a Committee memberor an employee of the Company. Such delegation and the acceptance thereof by such individual shallbe in writing and written notice of such delegation shall be given to the Company. To the extentthe Committee has delegated its powers, rights, duties, and discretions to an Administrator, theterm “Committee” as used in this Plan shall include such Administrator.     **10.4 Manner of Action of the Committee.**The Committee members may act by meeting, or bywriting signed without meeting, and may sign any document by signing one document or concurrentdocuments.     **10.5****Decisions Binding****.**All determinations and decisions made by the Committeepursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons,including the Employer, its owners, employees, Participants, and their estates and Beneficiaries.     **10.6****Indemnification****.**The Company shall indemnify and hold the members of theCommittee, its and their delegates and each Employer’s directors, officers, and employees harmless
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from all claims, liabilities, and costs (including reasonable attorneys’ fees) arising out ofthe good faith performance of their functions hereunder.     **10.7****Claims Procedures****.**Claims for benefits under the Plan shall be determined by theCommittee, which shall have the sole discretionary authority to interpret the Plan, to determinefactual matters under the Plan and to decide claims for benefits under the Plan. Benefits shall bepaid under the Plan only if the Committee determines in its discretion that the claimant isentitled to them.**ARTICLE 11. AMENDMENT AND TERMINATION**     **11.1****Right to Terminate and Amend****.**The Committee hereby reserves the right to amend,modify, and/or terminate the Plan at any time. While the Company contemplates carrying out theprovisions of the Plan indefinitely, the Company shall be under no obligation or liability tomaintain the Plan for any minimum or other amount of time.     **11.2****Notice of Termination****.**Upon any termination of the Plan in its entirety, theCompany shall give written notice thereof to the Trustee and to each Participant.     **11.3****Effect of Termination****.**Except as provided by law, upon any termination of thePlan, the Company shall thereafter be under no obligation, liability, or responsibility to make anyfuture contribution or other payment to the Trustee on behalf of any Participant or any otherperson, trust, or fund for any purpose under or in connection with the Plan except as provided inSection 13.1. Notwithstanding the foregoing, all other provisions of the Plan concerning theinvestment of Accounts and distribution of benefits shall continue. No distributions of anyDeferred Amounts shall be made or accelerated on account of the termination of the Plan except asotherwise permitted by §409A of the Code or regulations issued thereunder.     **11.4****Limitations on Amendments****.**The provisions of this Article 11 are subject to andlimited by the following restrictions:     **(a)**No such amendment or termination shall in any manner adversely affect anyParticipant’s rights to contributions previously made, or to Salary previously deferred, orearnings thereon, without the consent of the Participant.     **(b)**The provisions of the Trust may only be amended or modified with the writtenconsent of both the Company and the Trustee.     **11.5****Merger, Consolidation, Reorganization, or Transfer****.**The merger, consolidation,or reorganization of the Company, or the sale or transfer by it of all or substantially all of itsassets shall not terminate the Plan if there is delivery to the Company by the Company’s successoror by the purchaser of all or substantially all of the Company’s assets, of a written instrumentrequesting that the successor or purchaser be substituted for the Company and agreeing to performall the provisions hereof which the Company is required to perform. Upon the receipt of saidinstrument, with the approval of the Company, the successor or the purchaser shall be substitutedfor the Company herein, and the Company shall be relieved and released from any obligations of anykind, character, or description herein or in any trust agreement imposed upon it.
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**ARTICLE 12. PARTICIPATION IN AND WITHDRAWAL FROM THE PLAN BY AN EMPLOYER**     **12.1****Affiliate Participation in the Plan****.**Any Affiliate which desires to become anEmployer hereunder may elect, with the consent of its board of directors, to become a party to thePlan and Trust Agreement by adopting the Plan for the benefit of its eligible employees, effectiveas of the date specified in such adoption:     **(a)**by filing with the Company a certified copy of a resolution of its board ofdirectors to that effect, and such other information as the Company may require; and     **(b)**by the Company’s filing with the then Trustee a copy of such resolution, togetherwith a certified copy of resolutions of the adopting organization’s board of directorsapproving such adoption.The adoption resolution may contain such specific changes and variations in Plan or Trust Agreementterms and provisions applicable to such adopting Employer and its employees as may be acceptable tothe Company and the Trustee. However, the Company reserves the sole, exclusive right of any otheramendment of whatever kind or extent to the Plan or Trust Agreement. The Company may not amendspecific changes and variations in the Plan or Trust Agreement terms and provisions as adopted bythe Employer in its adoption resolution without the consent of such Employer. The adoptionresolution shall become, as to such adopting organization and its employees, a part of this Plan asthen amended or thereafter amended and the related Trust Agreement. It shall not be necessary forthe adopting organization to sign or execute the original or then amended Plan and Trust Agreementdocuments. The coverage date of the Plan for any such adopting organization shall be that statedin the resolution or decision of adoption, and from and after such effective date, such adoptingorganization shall assume all the rights, obligations, and liabilities of an individual employerentity hereunder and under the Trust Agreement. The administrative powers and control of theCompany, as provided in the Plan and Trust Agreement, including the sole right to amendment, and ofappointment and removal of the Committee, the Trustee, and their successors, shall not bediminished by reason of the participation of any such adopting organization in the Plan and TrustAgreement.     **12.2****Withdrawal from the Plan****.**Any Employer, by action of its board of directors orother governing authority, may withdraw from the Plan and Trust Agreement after giving 90 days’notice to the Company, provided the Company consents to such withdrawal. The Company shallthereafter be under no obligation, liability or responsibility to make any future contribution orother payment to the Trustee on behalf of any employee or any other person with respect to suchEmployer under the Plan. No distributions of any Deferred Amounts shall be made or accelerated onaccount of the Employer’s withdrawal except as otherwise permitted by §409A of the Code orregulations issued thereunder.**ARTICLE 13. MISCELLANEOUS**     **13.1****Costs of the Plan****.**All costs of implementing and administering the Plan shall beborne by the Employer.     **13.2****Nontransferability****.**Participants’ rights to their Accounts under the Plan maynot be sold, transferred, assigned, or otherwise alienated or hypothecated, other than by will orby the laws
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of descent and distribution. In no event shall the Employer make any payment under the Planto any assignee or creditor of a Participant or to any assignee or creditor of a Participant’sBeneficiary.     **13.3****Successors****.**All obligations of the Employer under the Plan shall be binding uponand inure to the benefit of any successor to the Employer, whether the existence of such successoris the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all orsubstantially all of the business and/or assets of the Employer.     **13.4****Severability****.**In the event any provision of the Plan shall be held illegal orinvalid for any reason, the illegality or invalidity shall not affect the remaining parts of thePlan, and the Plan shall be construed and enforced as if the illegal or invalid provision had notbeen included.     **13.5****Applicable Law****.**To the extent not preempted by federal law, the Plan shall begoverned by and construed in accordance with the laws of the state of Illinois.     **13.6****Gender and Number****.**Except when otherwise indicated by the context, any masculineterm used herein also shall include the feminine; the plural shall include the singular and thesingular shall include the plural.
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