exv10w13



 




Exhibit 10.13


INTUIT INC.


2005 EXECUTIVE DEFERRED COMPENSATION PLAN


Effective January 1, 2005


 









 





TABLE OF CONTENTS



	 	 	 	 	 	 	 
	ARTICLE I PURPOSE	 	 	1	 
	1.1	 	Purpose of Plan
	 	 	1	 
	1.2	 	Tax Compliance
	 	 	1	 
	1.3	 	Effective Date
	 	 	1	 
	ARTICLE II DEFINITIONS	 	 	1	 
	2.1	 	Account Earnings
	 	 	1	 
	2.2	 	Beneficiary
	 	 	1	 
	2.3	 	Bonus Deferral Commitment
	 	 	1	 
	2.4	 	Change of Control
	 	 	1	 
	2.5	 	Code
	 	 	2	 
	2.6	 	Commission Deferral Commitment
	 	 	2	 
	2.7	 	Committee
	 	 	2	 
	2.8	 	Company
	 	 	2	 
	2.9	 	Company Contribution Account
	 	 	2	 
	2.10	 	Compensation
	 	 	2	 
	2.11	 	Compensation Committee
	 	 	2	 
	2.12	 	Deferral Commitment
	 	 	2	 
	2.13	 	Deferral Period
	 	 	2	 
	2.14	 	Disabled
	 	 	2	 
	2.15	 	Early Withdrawal
	 	 	3	 
	2.16	 	Earnings Index or Earnings Indices
	 	 	3	 
	2.17	 	Elective Deferral Account
	 	 	3	 
	2.18	 	Elective Deferred Compensation
	 	 	3	 
	2.19	 	Employer
	 	 	3	 
	2.20	 	Participant
	 	 	3	 
	2.21	 	Participation Agreement
	 	 	3	 
	2.22	 	Plan Benefit
	 	 	3	 
	2.23	 	Retirement
	 	 	3	 
	2.24	 	Salary Deferral Commitment
	 	 	4	 
	2.25	 	Unforeseeable Emergency
	 	 	4	 
	ARTICLE III PARTICIPATION AND DEFERRAL COMMITMENTS	 	 	4	 
	3.1	 	Eligibility and Participation
	 	 	4	 
	3.2	 	Elective Deferrals
	 	 	5	 
	3.3	 	Limitations on Deferral Commitments
	 	 	5	 
	3.4	 	Modification of Deferral Commitment
	 	 	6	 
	ARTICLE IV DEFERRED COMPENSATION ACCOUNTS	 	 	6	 
	4.1	 	Accounts
	 	 	6	 
	4.2	 	Elective Deferred Compensation
	 	 	6	 
	4.3	 	Discretionary Company Contributions
	 	 	6	 
	4.4	 	Allocation of Accounts
	 	 	6	 
	4.5	 	Account Earnings
	 	 	7	 
	4.6	 	Determination of Accounts
	 	 	7	 
	4.7	 	Vesting of Accounts
	 	 	7	 
	4.8	 	Statement of Accounts
	 	 	8	 








					
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	ARTICLE V PLAN BENEFITS	 	 	8	 
	5.1	 	Distributions
	 	 	8	 
	5.2	 	Prior to Separation from Service
	 	 	8	 
	5.3	 	After Separation from Service
	 	 	9	 
	5.4	 	Form of Benefit Payment
	 	 	9	 
	5.5	 	Commencement of Benefit Payment
	 	 	11	 
	5.6	 	Election Regarding Form of Payment Irrevocable
	 	 	11	 
	5.7	 	Tax Withholding
	 	 	11	 
	5.8	 	Valuation and Settlement
	 	 	11	 
	5.9	 	Payment to Guardian
	 	 	11	 
	ARTICLE VI BENEFICIARY DESIGNATION	 	 	11	 
	6.1	 	Beneficiary Designation
	 	 	11	 
	6.2	 	Changing Beneficiary
	 	 	12	 
	6.3	 	Community Property
	 	 	12	 
	6.4	 	No Beneficiary Designation
	 	 	12	 
	ARTICLE VII ADMINISTRATION	 	 	12	 
	7.1	 	Committee
	 	 	12	 
	7.2	 	Agents
	 	 	12	 
	7.3	 	Binding Effect of Decisions
	 	 	12	 
	7.4	 	Indemnification of Committee
	 	 	13	 
	ARTICLE VIII CLAIMS PROCEDURE	 	 	13	 
	8.1	 	Claim
	 	 	13	 
	8.2	 	Review of Claim
	 	 	13	 
	8.3	 	Notice of Denial of Claim
	 	 	13	 
	8.4	 	Reconsideration of Denied Claim
	 	 	13	 
	8.5	 	Employer to Supply Information
	 	 	14	 
	ARTICLE IX AMENDMENT AND TERMINATION OF PLAN	 	 	14	 
	9.1	 	Amendment
	 	 	14	 
	9.2	 	Right to Terminate Plan
	 	 	14	 
	ARTICLE X MISCELLANEOUS	 	 	15	 
	10.1	 	Unfunded Plan
	 	 	15	 
	10.2	 	Unsecured General Creditor
	 	 	15	 
	10.3	 	Trust Fund
	 	 	15	 
	10.4	 	Nonalienability
	 	 	15	 
	10.5	 	Not a Contract of Employment
	 	 	16	 
	10.6	 	Protective Provisions
	 	 	16	 
	10.7	 	Governing Law
	 	 	16	 
	10.8	 	Validity
	 	 	16	 
	10.9	 	Notice
	 	 	16	 
	10.10	 	Successors
	 	 	16	 





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INTUIT INC.


2005 EXECUTIVE DEFERRED COMPENSATION PLAN


ARTICLE I


PURPOSE AND EFFECTIVE DATE


     1.1 Purpose of Plan. The purpose of this 2005 Executive Deferred
Compensation Plan (this “Plan”) is to provide current tax planning
opportunities as well as supplemental funds for the retirement or death of
certain select key employees of Intuit Inc., a Delaware corporation (the
“Company”). It is intended that the Plan will aid the Company in retaining
and attracting employees of exceptional ability.


     1.2 Tax Compliance. This Plan is intended to comply with Code Section
409A and any regulatory or other guidance issued under such Section. At the
time the Company adopted this Plan, the Department of Treasury had not yet
issued regulations under Code Section 409A. It is the Company’s intention
that any terms of this Plan that conflict with such future guidance shall be
null and void and that any terms that are missing from the Plan which such
guidance would require the Plan contain to comply with the requirements of Code
Section 409A shall be incorporated into the Plan. To that end, once such
guidance is issued, the Company shall conform the Plan to the requirements of
Code Section 409A and the regulations and other interpretive authority
promulgated thereunder.


     1.3 Effective Date. This Plan shall be effective as of January 1, 2005.


ARTICLE II


DEFINITIONS


     For purposes of this Plan, the following terms shall have the meanings
indicated, unless the context clearly indicates otherwise:


     2.1 Account Earnings. “Account Earnings” means the amount to be credited
to the Participant’s Elective Deferral Account and Company Contribution Account
pursuant to Section 4.5.


     2.2 Beneficiary. “Beneficiary” means the person, persons or entity
entitled under Article VI to receive any Plan benefits payable after a
Participant’s death.


     2.3 Bonus Deferral Commitment. “Bonus Deferral Commitment” means the
bonus deferral made pursuant to Section 3.2(b).


     2.4 Change of Control. “Change of Control” shall mean a change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, as defined by the Secretary
of the Treasury in regulations to be issued under Section 409A of the Code.





					
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     2.5 Code. “Code” means the Internal Revenue Code, as amended from time to
time.


     2.6 Commission Deferral Commitment. “Commission Deferral Commitment”
means the commission deferral made pursuant to Section 3.2(c).


     2.7 Committee. “Committee” means the Employee Benefits Administrative
Committee. The Committee shall be responsible for administering the Plan.


     2.8 Company. “Company” means Intuit Inc., a Delaware Corporation, or any
successor to the business thereof.


     2.9 Company Contribution Account. “Company Contribution Account” means
the Account maintained in accordance with Article IV with respect to Company
contributions pursuant to Section 4.3 of this Plan. The Company Contribution
Account shall be utilized solely as a device for the determination and
measurement of the amounts to be paid to the Participant pursuant to this Plan.
The Company Contribution Account shall not constitute or be treated as a trust
fund of any kind.


     2.10 Compensation. “Compensation” means the salary, bonus, and
commissions payable to a Participant during the calendar year and considered to
be “wages” for purposes of federal income tax withholding, before reduction for
amounts deferred under this Plan, salary reduction contributions under Section
401(k) of the Code, or any other deferral arrangements. Compensation also
includes payroll deduction amounts a Participant elects to make to the
Company’s Employee Stock Purchase Plan. Compensation does not include expense
reimbursements, severance wages, any form of non-cash compensation or benefits,
including short and long term disability payments, group life insurance
premiums, income from the exercise of stock options or other receipt of Company
stock, or any other payments or benefits other than normal compensation.


     2.11 Compensation Committee. “Compensation Committee” means the
Compensation and Organizational Development Committee of the Board of Directors
of the Company.


     2.12 Deferral Commitment. “Deferral Commitment” means an election to
defer Compensation made by a Participant pursuant to Article III and for which
the Participant has submitted a separate Participation Agreement to the
Committee.


     2.13 Deferral Period. “Deferral Period” means the period over which a
Participant has elected to defer a portion of his Compensation. Each calendar
year shall be a separate Deferral Period. However, for the initial Deferral
Period under the Plan or for a newly eligible employee, the Deferral Period
shall be the portion of the calendar year following timely submission of the
Participation Agreement to the Committee.


     2.14 Disabled. For purposes of this Plan, a Participant shall be
considered disabled if the Participant


     (a) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental
impairment which can be expected





			
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to result in death or can be expected to last for a
continuous period of not less than 12 months, or


     (b) is, 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 12
months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering
employees of the Participant’s employer.


     2.15 Early Withdrawal. “Early Withdrawal” means a distribution from a
Participant’s Elective Deferral Account pursuant to Section 5.2(a).


     2.16 Earnings Index or Earnings Indices. “Earnings Index” or “Earnings
Indices” means the portfolios or funds selected by the Committee to be used in
calculating Account Earnings. Each Earnings Index shall be treated as a
phantom investment fund that shall be credited with earnings (whether a gain or
loss) according to the performance of the actual fund or portfolio.


     2.17 Elective Deferral Account. “Elective Deferral Account” means the
Account maintained by the Company in accordance with Article IV with respect to
any elective deferral of Compensation pursuant to Section 4.2 of this Plan. A
Participant’s Elective Deferral Account shall be utilized solely as a device
for the determination and measurement of the amounts to be paid to the
Participant pursuant to this Plan and shall not constitute or be treated as a
trust fund of any kind.


     2.18 Elective Deferred Compensation. “Elective Deferred Compensation”
means the amount of Compensation that a Participant elects to defer pursuant to
a Deferral Commitment.


     2.19 Employer. “Employer” means the Company and any affiliated or
subsidiary entities designated by the Committee.


     2.20 Participant. “Participant” means any individual who is participating
in this Plan as provided in Article III and any individual who has a Plan
Benefit under this Plan.


     2.21 Participation Agreement. “Participation Agreement” means the
Deferral Commitment agreement submitted by a Participant to the Committee
pursuant to Sections 3.1(b) and 3.1(c).


     2.22 Plan Benefit. “Plan Benefit” means the benefit payable to a
Participant as calculated in Article V.


     2.23 Retirement. “Retirement” means termination from employment with the
Employer after the attainment of:


     (a) Age 55, and


     (b) Five years of service with the Employer. A Participant
shall be credited with a year of service, for purposes of this
Section and Section 5.4(b), for





			
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each full year in which the Participant remains employed by
the Employer, beginning on the Participant’s initial hire date and
ending on the date the Participant terminates employment with the
Employer. If a Participant is an employee as a result of the
Company’s or one of its subsidiaries’ acquisition of or merger
with the Participant’s prior employer, the Participants’ years of
service shall include the time the Participant was employed by
such prior employer.


     2.24 Salary Deferral Commitment. “Salary Deferral Commitment” means the
salary deferral made pursuant to Section 3.2(a).


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


ARTICLE III


PARTICIPATION AND DEFERRAL COMMITMENTS


     3.1 Eligibility and Participation.


     (a) Eligibility. An employee of the Employer shall be
eligible to participate in this Plan if the employee is a
management or highly compensated employee and is named by the
Company’s CEO or his designee to be a Participant in this Plan.
To be considered for participation in a year, the Participant must
have projected base salary, target incentive compensation, and
target commissions equal to at least $140,000 and be employed in a
position at the director level or above. Notwithstanding the
foregoing, an employee who has participated in the Plan as a
director whose position has been reduced to below that of director
may be eligible to participate in this Plan provided he continues
to have projected base salary, target incentive compensation, and
target commissions equal to at least $140,000 and is named by the
Company’s CEO or his designee to be a Participant in this Plan.


     (b) Participation. An eligible employee may elect to
participate in this Plan with respect to any Deferral Period by
submitting a Participation Agreement to the Committee, prior to
the date established by the Committee, in the calendar year
immediately preceding the Deferral Period.


     (c) Partial Year Participation. In the event that an
employee first becomes eligible to participate during a calendar
year, a Participation Agreement must be submitted to the Committee
no later than thirty (30) days following the employee first
becoming eligible to participate in the Plan. Such Participation
Agreement shall be effective only with regard to Compensation for
services to be performed subsequent to the receipt of the
Participation Agreement by the Committee.





			
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     3.2 Elective Deferrals. A Participant may elect Deferral Commitments in
the Participation Agreement as follows:


     (a) Salary Deferral Commitment. A Salary Deferral Commitment
shall be related to the salary payable by the Company to the
Participant for services performed during the Deferral Period.
The amount to be deferred shall be stated as a percentage of the
salary to be paid during the Deferral Period, as a flat dollar
amount for the Deferral Period, or in such other form as allowed
by the Committee. Such Salary Deferral Commitment shall be
obtained from each Participant prior to the close of the calendar
year preceding the year in which the services will be performed or
in such other time and manner that complies with Code Section 409A
and any regulatory or other guidance issued thereunder.


     (b) Bonus Deferral Commitment. Bonus Deferral Commitments
are intended to conform to the requirements of Code Section 409A.
The amount to be deferred shall be stated as a percentage of any
bonus payable during the Deferral Period, as a flat dollar amount
from any bonus payable during the Deferral Period, or in such
other form as allowed by the Committee consistent with the
requirements of Code Section 409A. Each such Bonus Deferral
Commitment shall be obtained by a Participant in a time and manner
that complies with Code Section 409A and any regulatory or other
guidance issued thereunder.


     (c) Commission Deferral Commitment. Commission Deferral
Commitments are intended to conform to the requirements of Code
Section 409A. The amount to be deferred shall be stated as a
percentage of any commissions payable during the Deferral Period,
as a flat dollar amount from any commissions payable during the
Deferral Period, or in such other form as allowed by the Committee
consistent with the requirements of Code Section 409A. Each such
Commission Deferral Commitment shall be obtained by a Participant
in a time and manner that complies with Code Section 409A and any
regulatory or other guidance issued thereunder.


     3.3 Limitations on Deferral Commitments. The following limitations shall
apply to Deferral Commitments:


     (a) Minimum. The minimum deferral amount for a Salary and
Bonus Deferral Commitment shall be two thousand dollars ($2,000)
per Deferral Period. If the Deferral Commitment is a Bonus
Deferral Commitment or a Commission Deferral Commitment, the
$2,000 minimum shall be calculated as a percentage of targeted
incentive bonus or commissions.


     (b) Maximum. The maximum deferral amount for a Salary
Deferral Commitment shall be fifty percent (50%). The maximum
deferral amount for a Bonus Deferral Commitment or a Commission
Deferral Commitment shall be one hundred percent (100%) of any
such bonus, or commission to be paid or payable during the
Deferral Period.





			
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     (c) Changes in Minimum or Maximum. The Committee may amend
the Plan to change the minimum or maximum deferral amounts from
time to time by giving written notice to all Participants. No
such change may affect a Deferral Commitment made prior to the
Committee’s action unless otherwise required by law.


     3.4 Modification of Deferral Commitment. A Deferral Commitment shall be
irrevocable except that the Committee shall permit a Participant to reduce the
amount to be deferred, or waive the remainder of the Deferral Commitment upon a
finding that the Participant has suffered an Unforeseeable Emergency. If the
Committee grants the application, the Participant will not be allowed to enter
into a new Deferral Commitment for the remainder of the Deferral Period in
which the reduction or waiver of the Deferral Commitment occurs and the
following Deferral Period. Any resumption of the Participant’s deferrals under
this Plan shall be made only at the election of the Participant in accordance
with this Article III.


ARTICLE IV


DEFERRED COMPENSATION ACCOUNTS


     4.1 Accounts. For record keeping purposes only, separate accounts shall
be maintained for each Participant to reflect his or her Elective Deferral
Account and Company Contribution Account (collectively referred to herein as
“Accounts”). Separate sub-accounts shall be maintained to the extent necessary
to properly reflect the Participant’s election of Earnings Indices and vesting
of Company contributions under Sections 4.4 and 4.7.


     4.2 Elective Deferred Compensation. A Participant’s Elective Deferred
Compensation shall be credited to the Participant’s Elective Deferral Account
as the corresponding non-deferred portion of the Compensation becomes or would
have become payable. Any withholding of taxes or other amounts which is
required by state, federal or local law with respect to deferred Compensation
shall be withheld from the Participant’s non-deferred Compensation to the
maximum extent possible with any excess reducing the amount deferred.


     4.3 Discretionary Company Contributions. The Company may make
discretionary Company contributions to the Participant’s Company Contribution
Account. Discretionary Company contributions shall be credited at such times
and in such amounts as the Committee in its sole discretion shall determine.
The Committee shall notify Participants of contributions to their Company
Contribution Account under this Section 4.3.


     4.4 Allocation of Accounts. A Participant shall allocate the Accounts
among the Earning Indices selected by the Committee. Such allocations shall be
made in whole percentage increments. The Committee may change the Earnings
Indices at any time. The Elective Deferral Account and Company Contribution
Account shall be treated as if invested in the Earnings Indices chosen by the
Participant. The Participant’s initial allocation shall be set forth in the
Participation Agreement. If no allocation is made in the Participation
Agreement, the Participant’s entire account shall be initially allocated to the
money market fund. A change in





			
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allocation among Earning Indices will be allowed once each day in the form
and manner prescribed by the Committee. Changes made while the New York Stock
Exchange is open will be effective at the end of the day on which the change
was made. Changes made when the New York Stock Exchange is closed will be
effective at the end of the next day on which the New York Stock Exchange is
open.


     4.5 Account Earnings. The Accounts of each Participant shall be credited
with earnings as if such Accounts were actually invested in the Earnings
Indices elected by the Participant pursuant to Section 4.4.


     4.6 Determination of Accounts. Each Participant’s Elective Deferral
Account as of each day shall consist of the balance of such account as of the
immediately preceding day, plus (a) the Participant’s Elective Deferred
Compensation credited during the day, and (b) the applicable Account Earnings,
minus the amount of any distributions from such account made during the day.
Each Participant’s Company Contribution Account as of each day shall consist of
the balance of such account as of the immediately preceding day, plus (a) any
discretionary Company contributions credited during the day, and (b) the
applicable Account Earnings, minus the amount of any distributions from such
account made during the day. The specific method of valuing the Accounts shall
be under the sole discretion of the Committee.


     4.7 Vesting of Accounts. Participants shall be vested in their Accounts
as follows:


     (a) Each Participant’s Elective Deferral Account, including
earnings thereon, shall be 100% vested at all times.


     (b) Each discretionary Company contribution credited to each
Participant’s Company Contribution Account under Section 4.3 and
earnings thereon shall be vested according to the sole discretion
of the Committee. The vesting schedule applied to each
Discretionary Company Contribution shall be communicated to the
Participant at the same time that the Participant is informed of
such Discretionary Company Contribution. To the extent permitted
under Code Section 409A, the Committee may later accelerate
vesting of a Discretionary Company Contribution in its sole
discretion. Notwithstanding the vesting schedule established by
the Committee with respect to a Discretionary Company
Contribution, such Discretionary Company Contribution and the
earnings thereon shall become 100% vested on the occurrence of any
of the following events to the extent permitted under Code Section
409A:




	 	(i)	 	The Participant’s Disability,
	 
	 	(ii)	 	The Participant’s death, or
	 
	 	(iii)	 	A Change of Control of the Company.







			
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     4.8 Statement of Accounts. The Committee shall submit to each
Participant, within ninety (90) days after the close of each calendar year and
at such other time as determined by the Committee, a statement setting forth
the balance of and the credits to the Accounts maintained for such Participant.


ARTICLE V


PLAN BENEFITS


     5.1 Distributions. Distributions under this Plan may only be made in
accordance with the requirements of Code Section 409A and to that end may not
be distributed earlier than:


     (a) Separation from service as determined by the Secretary of
the Treasury in regulations to be issued under Section 409A of the
Code.


     (b) The date the Participant becomes Disabled.


     (c) The Participant’s death.


     (d) A specified time (or pursuant to a fixed schedule)
specified under the plan at the date of the deferral of such
compensation.


     (e) Upon a change in the ownership or effective control of
the corporation, or in the ownership of a substantial portion of
the assets of the corporation, to the extent provided by the
Secretary of the Treasury in regulations to be issued under
Section 409A of the Code.


     (f) Upon the occurrence of an Unforeseeable Emergency.


     5.2 Prior to Separation of Service. Consistent with the requirements of
Code Section 409A, a Participant’s Elective Deferral Account and the vested
portion of a Participant’s Company Contribution Account may be distributed to
the Participant prior to termination of employment as follows:


     (a) Specified Time or Fixed Schedule.


     (i) Elective Deferral Account. A Participant may
elect in a Participation Agreement to receive a
distribution of all of the amount deferred by that
Participation Agreement, and the earnings thereon, as
of a date specified in the Participation Agreement.
Such date shall not be sooner than two (2) years after
the date the Deferral Period commences. Such election
shall be made at the time the Deferral Commitment is
made and shall be irrevocable.


     (ii) Company Contribution Account. A Participant
may elect to withdraw all or any portion of a vested
Company contribution and the earnings thereon, as of a
specified date, not





			
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sooner than two (2) years after the date the
Company contribution is credited to the Participant’s
Company Contribution Account. Such election shall be
made in a manner that satisfies Section 409A of the
Code with regard to the timing of participant
elections.


     (b) Distributions due to Unforeseen Emergency. Upon a
finding that a Participant has suffered an Unforeseeable Emergency
as defined under Section 2.25 of the Plan, the Committee may, in
its sole discretion, make distributions from the Participant’s
Elective Deferral Account and the vested portion of the
Participant’s Company Contribution Account. A Participant
requesting a distribution as a result of an Unforeseeable
Emergency shall apply in writing to the Committee and shall
provide such additional information as the Committee may require.
The amount of the withdrawal shall be limited to the amount
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). Upon requesting a distribution due to
an Unforeseeable Emergency, the Participant shall be required to
change the investment direction of the Participant’s Accounts to
the money market fund. Immediately following a distribution due
to an Unforeseeable Emergency, or the determination by the
Committee not to authorize the distribution, the Participant may
change the investment direction pursuant to Section 4.4. If a
distribution is made due to an Unforeseeable Emergency in
accordance with this Section 5.2(b), the Participant’s deferrals
under this Plan shall cease for the remainder of the Deferral
Period in which the distribution occurs and the following Deferral
Period. Any resumption of the Participant’s deferrals under this
Plan shall be made only at the election of the Participant in
accordance with Article III herein.


     5.3 After Separation from Service. Upon a Participant’s separation from
service with the Employer for any reason, the Participant shall become entitled
to receive the payment of the Participant’s Elective Deferral Account and the
vested portion of the Participant’s Company Contribution Account in a form and
manner consistent with the requirements of Code Section 409A. The benefit will
be paid in the form set forth in Section 5.4.


     5.4 Form of Benefit Payment. Subject to the requirements of Code Section
409A, benefits payable under Sections 5.2 and 5.3 shall be payable in the
following form:


     (a) Distributions Prior to Termination. Early Withdrawals
under Section 5.2(a)(i) will be paid as a lump sum or over four
(4) years, pursuant to Section 5.5, as elected by the Participant
in the Participation Agreement. Early Withdrawals under Section
5.2(a)(ii) will be paid, pursuant to Section 5.5, as elected by
the Participant in the Participation Agreement. Distributions due
to an Unforeseeable Emergency under Section 5.2(b) will be paid in
a lump sum within thirty (30) days after the Committee’s decision.





			
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     (b) Termination Prior to Retirement, Disability, or Change of
Control. Benefits payable as a result of separation from service
for any reason other than the Participant’s Retirement or
Disability or prior to a Change of Control of the Company shall be
paid in a lump sum. Provided, however, that a Participant who
terminates after having five (5) years of service with the Company
shall be entitled to elect in the Participation Agreement to
receive the benefit as a lump sum, or in substantially equal
annual installments over two (2) or five (5) years. For purposes
of this Section 5.4(b), years of service will be determined
pursuant to Section 2.26(b).


     (c) Termination Due to Retirement, Disability, or After
Change of Control. Benefits payable as a result of termination
due to the Participant’s Retirement or Disability or after a
Change of Control of the Company shall be paid in the form
selected by the Participant at the time of the Deferral
Commitment. Options for the form of benefit payment shall
include:


     (i) A lump sum payment, or


     (ii) Substantially equal annual installments of
the Account over a period of two (2), five (5) or ten
(10) years. Account Earnings shall continue to accrue
during the payment period on the unpaid balance in the
Participant’s Accounts.


     (d) Death Benefits.


     (i) Upon the death of the Participant prior to
termination of employment, the Company shall pay to
the Participant’s Beneficiary, as designated in
Article VI, an amount equal to the balance of the
Participant’s Elective Deferral Account and Company
Contribution Amount in the form selected by the
Participant at the time of the Deferral Commitment.
Options for the form of benefit payment shall include
a lump sum payment or substantially equal annual
installments of the Participant’s Accounts over a
period of two (2), five (5) or ten (10) year years;
provided, however, that any benefits payable hereunder
to a trust or estate shall be paid in a lump sum.
Account Earnings shall continue to accrue during the
payment period on the unpaid balance of the
Participant’s Accounts. The Committee may, in its
sole discretion, pay any death benefit hereunder in
the form of a lump sum.


     (ii) Upon the death of a Participant after
benefit payments have commenced, the Participant’s
Beneficiary shall receive the remaining unpaid balance
in the Participant’s Accounts in the same manner as
the Participant was being paid prior to the
Participant’s death; provided, however, that any
benefits payable hereunder to a trust or estate shall
be made in a lump sum. The





			
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Committee may, in its sole discretion, pay any
death benefit hereunder in the form of a lump sum.


     (e) Small Account(s). Notwithstanding any provision of this
Section 5.4 to the contrary, after a Participant becomes entitled
to receive benefit payments, if the total amount of the
Participant’s Accounts is less than twenty thousand dollars
($20,000) on a payment date, the Accounts shall be paid in a lump
sum.


     5.5 Commencement of Benefit Payment.


     (a) Except for distributions as a result of an Unforeseeable
Emergency under Section 5.2(b), benefits payable in a lump sum and
the first installment of any benefits payable in installments
shall be paid as soon as practicable after the first January 1 or
July 1 of the year after the Participant’s termination of
employment which is at least 6 months after such termination.
Future annual installment benefits shall be paid annually as soon
as practicable after January 1 of each following year.


     5.6 Election Regarding Form of Payment Irrevocable. Elections under
Section 5.2(a) shall be irrevocable and may not be changed for
any reason.


     5.7 Tax Withholding. To the extent required by federal, state, or local
law in effect at the time payments are made, the Employer shall withhold from
any amount that is included in the Participant’s income hereunder any taxes
required to be withheld by such law(s).


     5.8 Valuation and Settlement. For distributions other than those as a
result of Unforeseeable Emergency under Section 5.2(b), the amount of a lump
sum payment and the amount of installments shall be based on the value of the
Participant’s Accounts as of June 30 for payments made as of July 1 or December
31 for payments made as of January 1, as applicable.



     5.9 Payment to Guardian. The Committee may direct payment to the duly
appointed guardian, conservator, or other similar legal representative of a
Participant or Beneficiary to whom payment is due. In the absence of such a
legal representative, the Committee may, in its sole and absolute discretion,
make payment to a person having the care and custody of a minor, incompetent or
person incapable of handling the disposition of property upon proof
satisfactory to the Committee of incompetence, minority, or incapacity. Such
distribution shall completely discharge the Committee from all liability with
respect to such benefit.


ARTICLE VI


BENEFICIARY DESIGNATION


     6.1 Beneficiary Designation. Subject to Section 6.3, each Participant
shall have the right, at any time, to designate one (1) or more persons or an
entity as Beneficiary (both primary





			
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as well as secondary) to whom benefits under this Plan shall be paid in
the event of such Participant’s death prior to complete distribution of the
Participant’s Accounts. Each Beneficiary designation shall be in a written
form prescribed by the Committee and shall be effective only when filed with
the Committee during the Participant’s lifetime.


     6.2 Changing Beneficiary. Subject to Section 6.3, any Beneficiary
designation, other than the Participant’s spouse, may be changed by a
Participant without the consent of the previously named Beneficiary by the
filing of a new Beneficiary designation with the Committee. The filing of a
new properly completed Beneficiary designation shall cancel all Beneficiary
designations previously filed.


     6.3 Community Property. If the Participant resides in a community
property state, any Beneficiary designation shall be valid or effective only as
permitted under applicable law.


     6.4 No Beneficiary Designation. If any Participant fails to designate a
Beneficiary in the manner provided in Section 6.1 and subject to Section 6.3,
if the Beneficiary designation is void, or if the Beneficiary designated by a
deceased Participant dies before the Participant or before complete
distribution of the Participant’s Accounts, the Participant’s Beneficiary shall
be the person in the first of the following classes in which there is a
survivor:


     (a) The Participant’s spouse;


     (b) The Participant’s children in equal shares, except that
if any of the children predeceases the Participant but leaves
issue surviving, then such issue shall take, by right of
representation, the share the parent would have taken if living;
or


     (c) The Participant’s estate.


ARTICLE VII


ADMINISTRATION


     7.1 Committee. This Plan shall be administered by the Committee. The
Committee shall have the discretionary authority to interpret and enforce all
appropriate rules and regulations for the administration of this Plan and
decide or resolve any and all questions, including interpretations of this
Plan, as may arise. A majority vote of the Committee members shall control any
decision. Members of the Committee may be Participants under this Plan.


     7.2 Agents. The Committee may, from time to time, employ agents and
delegate to them such administrative duties as it sees fit, and may, from time
to time, consult with counsel who may be counsel to the Company.


     7.3 Binding Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and





			
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application of this Plan and the rules and regulations promulgated
hereunder shall be final, conclusive and binding upon all persons having any
interest in this Plan.


     7.4 Indemnification of Committee. The Company shall indemnify and hold
harmless the members of the Committee against any and all claims, loss, damage,
expense or liability arising from any action or failure to act with respect to
this Plan on account of such member’s service on the Committee, except in the
case of gross negligence or willful misconduct by such member or as expressly
provided by statute.


ARTICLE VIII


CLAIMS PROCEDURE


     8.1 Claim. The Committee shall establish rules and procedures to be
followed by Participants and Beneficiaries in (a) filing claims for benefits,
and (b) for furnishing and verifying proofs necessary to establish the right to
benefits in accordance with this Plan, consistent with the remainder of this
Article VIII. Such rules and procedures shall require that claims and proofs
be made in writing and directed to the Committee.


     8.2 Review of Claim. The Committee or its designee shall review all
claims for benefits. Upon receipt by the Committee of such a claim, it shall
determine all facts which are necessary to establish the right of the claimant
to benefits under the provisions of this Plan and the amount thereof as herein
provided within ninety (90) days of receipt of such claim. If prior to the
expiration of the initial ninety (90) day period, the Committee determines
additional time is needed to come to a determination on the claim, the
Committee shall provide written notice to the Participant, Beneficiary or other
claimant of the need for the extension, not to exceed a total of one hundred
eighty (180) days from the date the application was received.


     8.3 Notice of Denial of Claim. In the event that any Participant,
Beneficiary or other claimant claims to be entitled to a benefit under this
Plan, and the Committee determines that such claim should be denied, in whole
or in part, the Committee shall, in writing, notify such claimant that the
claim has been denied, in whole or in part, setting forth the specific reasons
for such denial. Such notification shall be written in a manner reasonably
expected to be understood by such claimant, shall refer to the specific
sections of this Plan relied on, shall describe any additional material or
information necessary for the claimant to perfect the claim, shall provide an
explanation of why such material or information is necessary, and, where
appropriate, shall include an explanation of how the claimant can obtain
reconsideration of such denial.


     8.4 Reconsideration of Denied Claim.


     (a) Within sixty (60) days after receipt of the notice of the
denial of a claim, such claimant or duly authorized representative
may request, by mailing or delivery of such written notice to the
Committee, a reconsideration by the Committee of the decision
denying the claim. If the claimant or duly authorized
representative fails to request such a reconsideration within such
sixty (60) day





			
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period, it shall be conclusively determined for all purposes
of this Plan that the denial of such claim by the Committee is
correct. If such claimant or duly authorized representative
requests a reconsideration within such sixty (60) day period, the
claimant or duly authorized representative shall have thirty (30)
days after filing a request for reconsideration to submit
additional written material in support of the claim, review
pertinent documents, and submit issues and comments in writing.


     (b) After such reconsideration request, the Committee shall
determine within sixty (60) days of receipt of the claimant’s
request for reconsideration whether such denial of the claim was
correct and shall notify such claimant in writing of its
determination. The written notice of the Committee’s decision
shall be in writing and shall include specific reasons for the
decision, shall be written in a manner reasonably calculated to be
understood by the claimant, and shall identify specific references
to the pertinent Plan provisions on which the decision is based.
In the event of special circumstances determined by the Committee,
the time for the Committee to make a decision may be extended by
an additional sixty (60) days upon written notice to the claimant
prior to the commencement of the extension.


     8.5 Employer to Supply Information. To enable the Committee to perform
its duties, the Employer shall supply full and timely information to the
Committee of all matters relating to the Retirement, Disability, death, or
other cause for termination of employment of all Participants, and such other
pertinent facts as the Committee may require.


ARTICLE IX


AMENDMENT AND TERMINATION OF PLAN


     9.1 Amendment. The Committee may at any time amend this Plan by written
instrument, notice of which is given to all Participants and to any
Beneficiaries to whom a benefit is due. No amendment shall reduce the amount
accrued in any Accounts as of the date such notice of the amendment is given.
Material changes to this Plan will be effective immediately, but must be
ratified and approved at the Compensation Committee meeting immediately
following the effective date of such amendment. After a Change of Control of
the Company, this Plan may not be amended without the consent of at least 75%
of the Participants, unless otherwise required to conform with Code Section
409A or other provisions of law.


     9.2 Right to Terminate Plan. The Compensation Committee may at any time
partially or completely terminate this Plan if, in its judgment, the tax,
accounting, or other effects of the continuance of this Plan would not be in
the best interests of the Employer.


     (a) Partial Termination. The Compensation Committee may
partially terminate this Plan by instructing the Committee not to
accept any additional Deferral Commitments. If such a partial
termination occurs, this Plan shall





			
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continue to operate and be effective with regard to Deferral
Commitments entered into prior to the effective date of such
partial termination.


     (b) Complete Termination. The Compensation Committee may
completely terminate this Plan by choosing not to accept any
additional Deferral Commitments, and by terminating all ongoing
Deferral Commitments. If such a complete termination occurs, this
Plan shall cease to operate and the Employer shall pay out all
Accounts. Payment shall be made in a lump sum within sixty (60)
days after the Compensation Committee terminates this Plan.


     (c) Termination After Change of Control. After a Change of
Control of the Company, this Plan may not be completely or
partially terminated without the consent of at least 75% of the
Participants, unless otherwise required to conform with Section
409A or other provisions of law.


ARTICLE X


MISCELLANEOUS


     10.1 Unfunded Plan. This Plan is an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of management or
highly compensated employees within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and,
therefore, is exempt from the provisions of Parts 2, 3 and 4 of Title I of
ERISA.


     10.2 Unsecured General Creditor. Participants and Beneficiaries shall be
unsecured general creditors, with no secured or preferential right to any
assets of the Company or any other party for payment of benefits under this
Plan. Any insurance contracts, mutual fund shares, stocks, bonds or other
property purchased by the Company in connection with this Plan shall remain the
Company’s general, unpledged, and unrestricted assets. The Company’s
obligation under this Plan shall be an unfunded and unsecured promise to pay
money in the future.


     10.3 Trust Fund. At its discretion, the Company may establish one (1) or
more trusts, with such trustees as the Committee may approve, for the purpose
of providing for the payment of benefits owed under this Plan. Although such a
trust shall be irrevocable, its assets shall be held for payment of all the
Company’s general creditors in the event of the Company’s insolvency or
bankruptcy. To the extent any benefits provided under this Plan are paid from
any such trust, the Company shall have no further obligation to pay them. If
not paid from the trust, such benefits shall remain the obligation of the
Company. After the occurrence of a Change of Control, the Company will deposit
an amount in trust at least equal to the amount necessary to cause the trust’s
assets to equal the total of all Accounts under this Plan. Thereafter, the
Company will make additional deposits, no less often than monthly, as required
to maintain trust assets at a level at least equal the total of all Accounts
under this Plan.


     10.4 Nonalienability. The Committee may recognize the right of an
alternate payee named in a domestic relations order to receive all or a portion
of a Participant’s benefit under this





			
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Plan, provided that (a) the domestic relations order would be a “qualified
domestic relations order” within the meaning of Code Section 414(p) if Code
Section 414(p) were applicable to this Plan; (b) the domestic relations order
does not purport to give the alternate payee any right to assets of the Company
or its affiliates; and (c) the domestic relations order does not purport to
give the alternate payee any right to receive payments under this Plan before
the Participant is eligible to receive such payments. If the domestic
relations order purports to give the alternate payee a share of a benefit to
which the Participant currently has a contingent or nonvested right, the
alternate payee shall not be entitled to receive any payment from this Plan
with respect to the benefit unless the Participant’s right to the benefit
becomes nonforfeitable. Except as set forth in the preceding two sentences
with respect to domestic relations orders, and except as required under
applicable federal, state, or local laws concerning the withholding of tax,
rights to benefits payable under this Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, attachment or
other legal process, or encumbrance of any kind. Any attempt to alienate,
sell, transfer, assign, pledge, or otherwise encumber any such supplemental
benefit, whether currently or thereafter payable, shall be void.


     10.5 Not a Contract of Employment. This Plan shall not constitute a
contract of employment between the Employer and the Participant. Nothing in
this Plan shall give a Participant the right to be retained in the service of
the Employer or to interfere with the right of the Employer to discipline or
discharge a Participant at any time. Employment with the Employer is at will.


     10.6 Protective Provisions. A Participant shall cooperate with the
Employer by furnishing any and all information and taking other actions as
requested by the Employer in order to facilitate the administration of this
Plan and the payment of benefits hereunder.


     10.7 Governing Law. The provisions of this Plan shall be construed and
interpreted according to the laws of the state of California, except as
preempted by federal law.


     10.8 Validity. In case any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein.


     10.9 Notice. Any notice required or permitted under this Plan shall be
sufficient if in writing and hand delivered or sent by registered or certified
mail. Such notice shall be deemed as given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification. Mailed notice to the Committee shall be
directed to the Company’s address. Mailed notice to a Participant or
Beneficiary shall be directed to the individual’s last known address in the
Employer’s records.


     10.10 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns. The term “successors”
as used herein shall include any corporate or other business entity which
shall, whether by merger, consolidation, purchase or otherwise, acquire all or
substantially all of the business and assets of the Company, and successors of
any such corporation or other business entity.





			
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