EX-10.(O) DEFERRED COMPENSATION PLAN



 





Exhibit 10 (o)




OXFORD INDUSTRIES, INC.




DEFERRED COMPENSATION PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE I DEFINITIONS	 	 	0	 
	 
	 	Section 1.1.	 	Account	 	 	0	 
	 
	 	Section 1.2.	 	Beneficiary	 	 	0	 
	 
	 	Section 1.3.	 	Board	 	 	0	 
	 
	 	Section 1.4.	 	Code	 	 	0	 
	 
	 	Section 1.5.	 	Committee	 	 	0	 
	 
	 	Section 1.6.	 	Company	 	 	0	 
	 
	 	Section 1.7.	 	Compensation	 	 	0	 
	 
	 	Section 1.8.	 	Discretionary Contribution	 	 	0	 
	 
	 	Section 1.9.	 	Eligible Employee	 	 	0	 
	 
	 	Section 1.10.	 	Employee	 	 	1	 
	 
	 	Section 1.11.	 	ERISA	 	 	1	 
	 
	 	Section 1.12.	 	Excess Compensation	 	 	1	 
	 
	 	Section 1.13.	 	401(k) Plan	 	 	1	 
	 
	 	Section 1.14.	 	Matching Contribution	 	 	1	 
	 
	 	Section 1.15.	 	Maximum Deferral Percentage	 	 	1	 
	 
	 	Section 1.16.	 	Minimum Deferral Amount	 	 	1	 
	 
	 	Section 1.17.	 	Oxford	 	 	1	 
	 
	 	Section 1.18.	 	Plan	 	 	1	 
	 
	 	Section 1.19.	 	Plan Year	 	 	1	 
	 
	 	Section 1.20.	 	Plan Year 2006	 	 	1	 
	 
	 	Section 1.21.	 	Pre-2005 Oxford Plan	 	 	1	 
	 
	 	Section 1.22.	 	Retirement Age	 	 	1	 
	 
	 	Section 1.23.	 	Separates from Service or Separation from Service	 	 	1	 
	 
	 	Section 1.24.	 	Tommy Bahama Plan	 	 	2	 
	 
	 	Section 1.25.	 	Years of Service	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II PARTICIPATION AND DEFERRAL ELECTIONS	 	 	2	 
	 
	 	Section 2.1.	 	Start-Up Deferral Elections	 	 	2	 
	 
	 	             (a)	 	Plan Year 2006 Elections	 	 	2	 
	 
	 	             (b)	 	Other Start-Up Elections	 	 	2	 
	 
	 	Section 2.2.	 	Annual Deferral Elections	 	 	2	 
	 
	 	             (a)	 	Salary	 	 	2	 
	 
	 	             (b)	 	Bonuses	 	 	3	 
	 
	 	             (c)	 	Commissions	 	 	3	 
	 
	 	Section 2.3.	 	Minimum Deferral Amount	 	 	3	 
	 
	 	Section 2.4.	 	Ongoing Election	 	 	3	 
	 
	 	Section 2.5.	 	Effect of Hardship Withdrawal	 	 	3	 
	 
	 	Section 2.6.	 	Form of Elections	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III MATCHING CONTRIBUTIONS	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV DISCRETIONARY CONTRIBUTIONS	 	 	4	 






 









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE V ACCOUNT ADJUSTMENTS	 	 	4	 
	 
	 	Section 5.1.	 	General	 	 	4	 
	 
	 	Section 5.2.	 	Deferrals	 	 	4	 
	 
	 	Section 5.3.	 	Matching and Discretionary Contributions	 	 	4	 
	 
	 	Section 5.4.	 	Phantom Investments	 	 	4	 
	 
	 	Section 5.5.	 	Phantom Investment Election	 	 	4	 
	 
	 	Section 5.6.	 	Phantom Investment Adjustments	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI VESTING	 	 	5	 
	 
	 	Section 6.1.	 	Amounts Deferred	 	 	5	 
	 
	 	Section 6.2.	 	Matching Contributions	 	 	5	 
	 
	 	Section 6.3.	 	Discretionary Contributions	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII DISTRIBUTIONS	 	 	5	 
	 
	 	Section 7.1.	 	Distribution Elections	 	 	5	 
	 
	 	             (a)	 	General	 	 	5	 
	 
	 	             (b)	 	Ongoing Election	 	 	5	 
	 
	 	             (c)	 	Default	 	 	5	 
	 
	 	Section 7.2.	 	Time of Distribution	 	 	5	 
	 
	 	             (a)	 	Separation from Service	 	 	6	 
	 
	 	             (b)	 	Death	 	 	6	 
	 
	 	             (c)	 	In-Service	 	 	6	 
	 
	 	             (d)	 	Hardship Withdrawal due to Unforeseeable Emergency	 	 	6	 
	 
	 	             (e)	 	Delay of Payments Under Certain Circumstances	 	 	7	 
	 
	 	Section 7.3.	 	Distribution Forms	 	 	7	 
	 
	 	             (a)	 	Separation from Service After Retirement Age	 	 	7	 
	 
	 	             (b)	 	Separation from Service Before Retirement Age or Death	 	 	7	 
	 
	 	             (c)	 	In-Service	 	 	7	 
	 
	 	             (d)	 	Installments	 	 	8	 
	 
	 	Section 7.4.	 	Beneficiary	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII NO FUNDING OBLIGATION	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX COMPLIANCE WITH CODE SECTION 409A	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	9	 
	 
	 	Section 10.1.	 	Medium of Payment	 	 	9	 
	 
	 	Section 10.2.	 	Making and Revoking Elections and Designations	 	 	9	 
	 
	 	Section 10.3.	 	Statements	 	 	9	 
	 
	 	Section 10.4.	 	Claims Procedure	 	 	9	 
	 
	 	Section 10.5.	 	Withholding	 	 	9	 
	 
	 	Section 10.6.	 	No Liability	 	 	9	 
	 
	 	Section 10.7.	 	Nonalienation of Benefits	 	 	9	 
	 
	 	Section 10.8.	 	Plan Administration	 	 	9	 
	 
	 	Section 10.9.	 	Construction	 	 	10	 
	 
	 	Section 10.10.	 	No Contract of Employment	 	 	10	 
	 
	 	Section 10.11.	 	ERISA	 	 	10	 
	 
	 	Section 10.12.	 	Amendment and Termination	 	 	10	 
	 
	 	Section 10.13.	 	Pre-2005 Oxford Plan	 	 	10	 






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	 	 	 	 	 	 	Page
	 
	 	        (a)	 	Pre-2005 Deferrals	 	 	10	 
	 
	 	        (b)	 	Post-2004 and Pre-2006 Deferrals	 	 	10	 
	 
	 	Section 10.14.	 	Tommy Bahama Plan	 	 	10	 
	 
	 	        (a)	 	Pre-2005 Deferrals	 	 	11	 
	 
	 	        (b)	 	Post-2004 and Pre-2006 Deferrals	 	 	11	 






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OXFORD INDUSTRIES, INC.




DEFERRED COMPENSATION PLAN




The primary purpose of this Plan is to assist Oxford Industries, Inc. (“Oxford”) and its
subsidiaries in attracting and retaining employees of exceptional ability by (a) allowing a select
group of management or highly-compensated employees of Oxford and certain of its subsidiaries to
defer the payment of a portion of their compensation that otherwise would become payable to them,
and (b) providing for discretionary contributions and matching contributions if matching
contributions under the Oxford Industries, Inc. Retirement Savings Plan are limited as a result of
a deferral under this Plan or as a result of the dollar limitation applicable to the 401(k) Plan
under Section 401(a)(17) of the Code. The terms of this Plan supersede those of the Oxford
Industries, Inc. Non-Qualified Deferred Compensation Plan adopted effective January 1, 2001, and
the Viewpoint International, Inc. Nonqualified Deferred Compensation Plan adopted effective July
20, 2001, except with respect to amounts deferred prior to January 1, 2006, as provided in Sections
10.13 and 10.14.




ARTICLE I




DEFINITIONS




     Section 1.1.  Account — means the bookkeeping account maintained by or at the
direction of the Committee to show as of any date the benefit of each Eligible Employee. Separate
subaccounts may be established and maintained as part of an Eligible Employee’s Account as the
Committee deems necessary or appropriate to administer this Plan.



     Section 1.2.  Beneficiary — means the person or persons designated as such in
accordance with Section 7.4.



     Section 1.3. Board — means the Board of Directors of Oxford.



     Section 1.4. Code — means the Internal Revenue Code of 1986, as amended.



     Section 1.5. Committee — means the committee appointed by the Board to administer
the Plan.



     Section 1.6. Company — means Oxford and each subsidiary of Oxford that is
designated by the Board as a participating company under this Plan.



     Section 1.7. Compensation — means, for any Plan Year, “compensation” as
defined in the 401(k) Plan for purposes of determining the amount of pre-tax contributions and
matching contributions under such plan, without regard to any limitations on compensation imposed
under Section 401(a)(17) of the Code, plus any deferrals made under this Plan for such Plan Year.



     Section 1.8. Discretionary Contribution — means the amount, if any,
credited to an Eligible Employee’s Account in accordance with Article IV.



     Section 1.9. Eligible Employee — means, for each Plan Year, any employee of
a Company whose gross annual rate of base salary is $130,000 or more, with such salary threshold to
be adjusted, at the Committee’s discretion, for Plan Years subsequent to Plan Year 2006.



 









 





     Section 1.10. Employee — means an employee of Oxford or any subsidiary of
Oxford.



     Section 1.11. ERISA — means the Employee Retirement Income Security Act of 1974, as
amended.



     Section 1.12. Excess Compensation — means the excess of an Eligible
Employee’s Compensation for a Plan Year over the Eligible Employee’s “compensation” as defined in
the 401(k) Plan for purposes of determining the amount of pre-tax contributions and matching
contributions under such plan for such Plan Year.



     Section 1.13. 401(k) Plan — means the Oxford Industries, Inc. Retirement
Savings Plan, as amended and as in effect from time to time, or any other successor defined
contribution maintained by Oxford or another Company that qualifies under Section 401(a) of the
Code and satisfies the requirements of Section 401(k) of the Code.



     Section 1.14. Matching Contribution — means the amount credited to an
Eligible Employee’s Account in accordance with Article III.



     Section 1.15. Maximum Deferral Percentage — means, for each Plan Year, the
maximum percentage of an Eligible Employee’s base salary, bonus and, if authorized by the Committee
for a Plan Year, commissions that can be deferred under the Plan, which shall be 50% of base
salary, 100% of bonus, and 50% of commissions, unless otherwise determined by the Committee prior
to the beginning of such Plan Year; provided, however, that no deferral election may reduce an
Eligible Employee’s compensation below an amount necessary to satisfy applicable employment and
income tax withholding requirements.



     Section 1.16. Minimum Deferral Amount — means, for each Plan Year, an
amount equal to 1% of the Eligible Employee’s base salary, unless otherwise determined by the
Committee prior to the beginning of such Plan Year.



     Section 1.17. Oxford — means Oxford Industries, Inc. and any successor to Oxford
Industries, Inc.



     Section 1.18. Plan — means this Oxford Industries, Inc. Deferred Compensation Plan.



     Section 1.19. Plan Year — means the calendar year.


     Section 1.20.
 Plan Year 2006 — has the meaning specified in Section 2.1(a).



     Section 1.21. Pre-2005 Oxford Plan — means the Oxford Industries, Inc.
Non-Qualified Deferred Compensation Plan adopted effective January 1, 2001, as thereafter amended,
as such amended plan was in effect on October 3, 2004.



     Section 1.22. Retirement Age — means (a) age 65 or (b) age 55 and 5 Years
of Service.



     Section 1.23. Separates from Service or Separation from Service — means the
termination of employment with Oxford and all subsidiaries in such a manner as to constitute a
“separation from service” within the meaning of Section 409A of the Code and the regulations
thereunder.



 









 





     Section 1.24. Tommy Bahama Plan — means the Viewpoint International, Inc.
Nonqualified Deferred Compensation Plan adopted effective July 20, 2001 as thereafter amended, as
such amended plan was in effect on October 3, 2004.



     Section 1.25. Years of Service — means “years of service” as defined in the
401(k) Plan.



ARTICLE II




PARTICIPATION AND DEFERRAL ELECTIONS




     Section 2.1. Start-Up Deferral Elections.



          (a) Plan Year 2006 Elections. Each person who qualifies as an Eligible Employee
during the enrollment period established by the Committee ending on or prior to December 31, 2005
shall be eligible to participate in this Plan for the Plan Year beginning January 1, 2006 (“Plan
Year 2006”) and to make the following elections:





     (1) Base Salary. Each such Eligible Employee may elect to defer up
to the Maximum Deferral Percentage of his or her base salary earned for services performed
in 2006. Any such election that is not revoked prior to the end of the enrollment period
shall be irrevocable through the end of Plan Year 2006.




     (2) Performance-Based Bonuses. Each such Eligible Employee who has
been an Employee continuously from the date upon which performance criteria were established
through the start of the enrollment period, shall be eligible to elect to defer up to the
Maximum Deferral Percentage of his or her bonus earned for services performed during
Oxford’s fiscal year beginning in 2005 and ending in 2006; provided such election is made at
least 6 months before the end of such performance period. Such bonus is intended to
constitute “performance-based compensation” within the meaning of Section 409A of the Code.



          (b) Other Start-Up Elections. Each person who first qualifies as an Eligible Employee
after the enrollment period for Plan Year 2006, and who is treated as first becoming eligible to
participate in an “account balance” plan maintained by a Company within the meaning of Section 409A
of the Code and the regulations thereunder, shall be eligible to elect to participate in this Plan
during the 30-day period starting on the date he or she first qualifies as an Eligible Employee.
Such Eligible Employee may elect prior to the end of such 30-day period to defer up to the Maximum
Deferral Percentage of his or her base salary and bonus, and if authorized by the Committee,
commissions, for services performed after the date the Eligible Employee first begins to
participate in the Plan (and not earlier than January 1, 2006). Any such election shall be
irrevocable at the end of such 30-day period and through the end of the Plan Year for which it is
made. The amount of any bonus deferred with respect to an election made after the beginning of a
performance period will be pro rated in accordance with Section 409A of the Code and the
regulations thereunder.




     Section 2.2. Annual Deferral Elections.



          (a) Salary. An Eligible Employee shall have the right during the enrollment period
established by the Committee to defer up to the Maximum Deferral Percentage of his or her base
salary for services performed in the following Plan Year. Any such election that is not revoked by
the end of




 









 




the enrollment period shall be irrevocable immediately following the enrollment period
and shall remain irrevocable through the end of the Plan Year for which it is made.




          (b) Bonuses.





     (1) Performance-Based Compensation Bonus. An Eligible Employee may
elect during the annual enrollment period or any other election period that is at least 6
months before the end of a performance period to defer a “performance-based compensation”
bonus earned for services performed during such performance period; provided that (i) such
bonus constitutes “performance-based compensation” within the meaning of Section 409A of the
Code, (ii) the performance period is at least 12 months, (iii) the election period is at
least 6 months before the end of the performance period, (iv) the Eligible Employee has been
an Employee continuously from the date upon which the performance criteria were established
through the date of such election, and (v) at the time of the election, the compensation is
not substantially certain to be paid or is not readily ascertainable.




     (2) Bonus Not Treated As Performance-Based Compensation. If a bonus
is not intended to satisfy the requirements for “performance-based compensation” within the
meaning of Section 409A of the Code, then an Eligible Employee may elect during an annual
enrollment period established by the Committee to defer up to the Maximum Deferral
Percentage of such bonus that otherwise would be payable to such Eligible Employee for
services performed during the following Plan Year.



          (c) Commissions. If the Committee in its discretion determines to allow deferrals to
be made with respect to commissions for any Plan Year, an Eligible Employee may elect during the
annual enrollment period established by the Committee preceding such Plan Year to defer up to the
Maximum Deferral Percentage of his or her commissions that are treated under Section 409A of the
Code as attributable to services performed by him or her during such Plan Year.




     Section 2.3. Minimum Deferral Amount. An Eligible Employee’s deferral
elections for a Plan Year must provide for a deferral of base salary at least equal to the Minimum
Deferral Amount for the Eligible Employee for that Plan Year (pro-rated for a start-up election
pursuant to Section 2.1(b) or upon Separation from Service during a Plan Year).



     Section 2.4. Ongoing Election. A deferral election made in accordance with
Sections 2.1 or 2.2 shall remain in effect for a subsequent Plan Year unless revised or revoked
during the enrollment period for such Plan Year, unless the Committee requires a new election.



     Section 2.5. Effect of Hardship Withdrawal. An Eligible Employee who has
taken a hardship withdrawal pursuant to Section 7.2(d) or has taken a hardship withdrawal pursuant
to the 401(k) Plan shall have his or her deferral election under this Plan automatically cancelled
effective immediately upon such withdrawal and for the remainder of the Plan Year in the case of a
withdrawal under this Plan or for the remainder of the Plan Year and any subsequent Plan Year in
which deferrals under the 401(k) Plan are suspended. Such Eligible Employee may recommence
participation in the Plan only during an annual enrollment period and his or her election shall not
become effective until the beginning of the following Plan Year.



     Section 2.6. Form of Elections. Any deferral election shall be made in the
form and manner provided by the Committee for this purpose and in accordance with such other rules
and procedures as may be established from time to time by the Committee.



 









 





ARTICLE III




MATCHING CONTRIBUTIONS




     Unless otherwise determined by the Committee, Oxford shall credit each Eligible Employee’s
Account with a Matching Contribution equal to (a) 100% of his or her deferrals for such Plan Year
that do not exceed 3% of his or her Excess Compensation for such Plan Year and (b) 50% of his or
her deferrals for such Plan Year that exceed 3% but do not exceed 5% of his or her Excess
Compensation for such Plan Year.



ARTICLE IV




DISCRETIONARY CONTRIBUTIONS




     The Committee may credit each Eligible Employee’s Account with a Discretionary Contribution,
if any, at such times and in such amounts as recommended by the Committee and approved by the
Nominating, Compensation and Governance Committee of the Board, or the Board, in its sole
discretion.



ARTICLE V




ACCOUNT ADJUSTMENTS




     Section 5.1. General. An Eligible Employee’s benefit under this Plan shall be based
entirely on the dollar value credited to his or her Account at any time, which will depend upon the
amount deferred under Article II, the Matching Contributions credited under Article III, the
Discretionary Contributions, if any, credited under Article IV, and the phantom investment
adjustments made in accordance with this Article V.



     Section 5.2.
Deferrals. Amounts deferred by an Eligible Employee shall be credited
to his or to her Account as soon as practicable after the date that such compensation otherwise
would have been payable to the Eligible Employee if no election had been made under Article II.



     Section 5.3. Matching and Discretionary Contributions. The Matching
Contribution and Discretionary Contribution, if any, shall be credited to an Eligible Employee’s
Account as of the end of the calendar year, or at such time as otherwise may be determined by the
Committee in its absolute discretion.



     Section 5.4. Phantom Investments. The Committee from time to time shall
select one or more investment funds that will serve as hypothetical investment options for the
deferrals, Matching Contributions and Discretionary Contributions credited to an Account (“phantom
investment funds”). The Committee may establish limits on the portion of an Account that may be
invested hypothetically in any phantom investment fund or in any combination of phantom investment
funds.



     Section 5.5. Phantom Investment Election. Each Eligible Employee shall
elect pursuant to procedures established by the Committee to treat the amounts credited to his or
her Account as if they were invested in one or more phantom investment funds (a “phantom investment
election”). An Eligible Employee may change his or her phantom investment elections in accordance
with the



 









 




Committee’s procedures. Any phantom investment election shall be effective only if made
in accordance with the Committee’s procedures.




     Section 5.6. Phantom Investment Adjustments. The Committee shall cause the
Eligible Employee’s Account to be adjusted from time to time for any earnings and losses as if it
were invested in accordance with the Eligible Employee’s phantom investment elections. Such
adjustments shall be made until his or her Account is distributed in full under Article VII.



ARTICLE VI




VESTING




     Section 6.1. Amounts Deferred. An Eligible Employee shall be 100% vested at
all times in the Eligible Employee’s deferrals and the earnings thereon.



     Section 6.2. Matching Contributions. An Eligible Employee’s Matching
Contributions, and earnings thereon, shall be 100% vested at all times, unless otherwise determined
by the Committee prior to crediting to the Eligible Employee’s Account.



     Section 6.3. Discretionary Contributions. An Eligible Employee’s
Discretionary Contributions, and earnings thereon, shall become vested as determined by the
Committee and as approved by the Nominating, Compensation and Governance Committee of the Board, or
the Board.



ARTICLE VII




DISTRIBUTIONS




     Section 7.1. Distribution Elections.



          (a) General. At the same time as an Eligible Employee makes a deferral election under
Article II, he or she shall elect, pursuant to Section 7.2, the time as of which contributions
credited to his or her Account for such Plan Year will be distributed and, pursuant to Section 7.3,
the form in which such distribution will be made.




          (b) Ongoing Election. In the absence of any contrary rule established by the
Committee, a Separation from Service distribution election shall remain in effect for contributions
credited to an Account for a subsequent Plan Year, unless revised or revoked during the annual
enrollment period for such subsequent Plan Year. An in-service distribution election will expire
at the end of the Plan Year for which it was made.




          (c) Default. If an Eligible Employee fails to make an election as to the time or form
of distribution of his or her Account (or subaccount, as applicable), his or her distribution will
be made in a lump sum on the first day of the calendar month that is at least 6 months after the
date of his or her Separation from Service.




     Section 7.2. Time of Distribution. Distribution of an Eligible Employee’s
Account (or subaccount, as applicable) may be made as a result of the Eligible Employee’s
Separation from Service, death, the occurrence of a hardship due to an unforeseeable emergency, or
at a specified time while the Eligible Employee is still an Employee.



 









 





          (a) Separation from Service. If distribution is made as a result of the Eligible
Employee’s Separation from Service, it will commence
on the first regularly scheduled pay date that coincides with or immediately follows the first
day of the calendar month that is (1) 6 months or 12 months (as selected by the Eligible Employee)
from the date the Eligible Employee Separates from Service, if the Separation from Service is after
Retirement Age, or (2) 6 months from the date the Eligible Employee Separates from Service, if the
Separation from Service is before Retirement Age. If distribution is to be made in annual
installments, any subsequent annual installments shall be made on the first regularly scheduled pay
date that coincides with or next follows the first day of February of the applicable year.




          (b) Death. If distribution is made as a result of the Eligible Employee’s death,
distribution will commence on the first regularly scheduled pay date that coincides with or
immediately follows the first day of the calendar quarter immediately following the quarter in
which his or her death occurred. If an Eligible Employee dies after distributions already have
commenced pursuant to his or her Separation from Service or paragraph (c) below, the balance, if
any, of his or her Account will be distributed on the first regularly scheduled pay date that
coincides with or immediately follows the first day of the calendar quarter immediately following
the quarter in which his or her death occurred.




          (c) In-Service. An Eligible Employee may elect that his or her subaccount for a Plan
Year be distributed or commence to be distributed on a regularly scheduled pay date coinciding with
or next following the first day of February of any Plan Year that is at least two Plan Years after
the deferrals were credited to such subaccount; provided he or she is an Employee on the date of
the distribution. An Eligible Employee may revise such in-service distribution election to change
the time of distribution; provided, however, that (1) the revision will not take effect until 12
months after the date it is made, (2) the revision must be made at least 12 months before the
in-service distribution otherwise would commence, and (3) the in-service distribution will be
deferred for at least 5 years from the date the in-service distribution would have commenced in the
absence of the revision.




          (d) Hardship Withdrawal due to Unforeseeable Emergency. An Eligible Employee shall
have the right to request that the Committee distribute all, or a part of, his or her Account to
him or to her in a lump sum if he or she experiences severe financial hardship resulting from an
illness or accident of the Eligible Employee, the spouse of the Eligible Employee or a dependent
(as defined in Section 152(a) of the Code) of the Eligible Employee, loss of the Eligible
Employee’s property due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Eligible Employee (an “unforeseeable
emergency”). The Committee shall have the sole discretion to determine whether to grant an
Eligible Employee’s withdrawal request under this Section 7.1(d) and the amount to distribute to
the Eligible Employee; provided, however, that no distribution shall be made to an Eligible
Employee under this Section 7.1(d) to the extent that such hardship is or may be relieved (1)
through reimbursement or compensation by insurance or otherwise, (2) by liquidation of the Eligible
Employee’s assets, to the extent the liquidation of the Eligible Employee’s assets would not itself
cause severe financial hardship, or (3) by cessation of deferral elections under this Plan. The
amount of any distributions from an Eligible Employee’s Account pursuant to this Section 7.1(d)
shall be limited to the amount necessary to meet the unforeseeable emergency, plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution. An Eligible
Employee who takes a hardship withdrawal under this Section 7.1(d) will be ineligible to make
deferrals under the Plan for the remainder of the Plan Year. Distribution shall be made on the
first regularly scheduled pay date that coincides with or immediately follows the first day of the
calendar month following the determination by the Committee that a hardship withdrawal will be
permitted.




 









 





          (e) Delay of Payments Under Certain Circumstances. Notwithstanding the provisions of
paragraph (a) through (d) above, to the extent permitted by Section 409A of the Code and the
regulations thereunder, Oxford, in its discretion, may delay payment to a date after the payment
date designated in such paragraphs under any of the following circumstances:





     (1) Payments Made As Soon As Practicable After the Specified Date.
Payments will be made as soon as practicable after the date specified in paragraphs (a)
through (d) and in any event within the same calendar year or, if later, by the fifteenth
day of the third calendar month following the date specified in paragraphs (a) through (d).




     (2) Payments that Would Violate a Loan Covenant or Similar Contractual
Requirement. Payment will be delayed where the Committee reasonably anticipates that
the making of the payment will violate a term of a loan agreement or other similar contract
to which Oxford or another Company is a party and such violation will cause material harm to
Oxford or such other Company; provided that the delayed payment is made at the earliest date
at which the Committee reasonably anticipates that the making of the payment will not cause
such violation, or such violation will not cause material harm to Oxford or the Company, and
provided that the facts and circumstances indicate that Oxford or the Company entered into
such loan agreement or other similar contract for legitimate business reasons and not to
avoid the restrictions on deferral elections and subsequent deferral elections under Section
409A of the Code.




     (3) Payments that Would Violate Federal Securities Laws or Other
Applicable Law. Payment will be delayed where the Committee reasonably anticipates that
the making of the payment will violate federal securities laws or other applicable law;
provided that the delayed payment is made at the earliest date at which the Committee
reasonably anticipates that the making of the payment will not cause such violation.



     Section 7.3. Distribution Forms.



          (a) Separation from Service After Retirement Age. An Eligible Employee may elect that
if he or she Separates from Service after Retirement Age, his or her subaccount for a Plan Year
shall be distributed in a lump sum or annual installments over 2 to 15 years. Notwithstanding
anything in this paragraph (a) to the contrary, if the Eligible Employee’s Account balance
following Separation from Service is less than $25,000, then the Account will be distributed in a
lump sum.




          (b) Separation from Service Before Retirement Age or Death. If the Eligible Employee
Separates from Service before Retirement Age or dies, his or her entire Account will be distributed
in a lump sum, regardless of whether in-service distributions have commenced pursuant to Section
7.2(c).




          (c) In-Service. An Eligible Employee may elect that an in-service distribution of his
or her subaccount for a Plan Year elected in accordance with Section 7.2(c) be paid in a lump sum
or in annual installments over 2 to 5 years. An Eligible Employee may revise such in-service
distribution election to change the form of distribution; provided, however, that (1) the revision
will not take effect until 12 months after the date it is made, (2) the revision must be made at
least 12 months before the in-service distribution otherwise would commence, and (3) the in-service
distribution will be deferred for at least 5 years from the date the in-service distribution would
have commenced in the absence of the revision. If the Eligible Employee Separates from
Service before Retirement Age or dies, his or her Account will be distributed in accordance with
Section 7.3(b) and not this Section 7.3(c), even if distributions had commenced under this Section
7.3(c). However, if the Eligible Employee Separates




 









 




from Service after Retirement Age, then any
distributions that had commenced under this Section 7.3(c) shall continue as scheduled (unless the
Eligible Employee’s Account balance following Separation from Service is less than $25,000), but if
distributions had not commenced under this Section 7.3(c), all distributions shall be made in
accordance with the form elected in Section 7.3(a). Notwithstanding anything in this paragraph to
the contrary, if the Eligible Employee’s subaccount balance for which an in-service distribution
election has been made is less than $5,000 at the time of in-service distribution commencement,
such subaccount balance will be distributed in a lump sum.




          (d) Installments. The amount of any installment distributable under this Section 7.3
shall be computed by multiplying the portion of the Eligible Employee’s Account (or subaccount, as
applicable) to be distributed in installments by a fraction, the numerator of which shall be one
and the denominator of which shall be the number of installments remaining after such installment
has been paid plus one.




     Section 7.4. Beneficiary. An Eligible Employee shall designate (on a form provided
for this purpose) a person, or more than one person, as his or her Beneficiary to receive the
balance credited to his or her Account in the event of his or her death. An Eligible Employee may
change his or her Beneficiary designation at any time. If no Beneficiary designation is in effect
on the date an Eligible Employee dies or if no designated Beneficiary survives the Eligible
Employee, the Eligible Employee’s estate automatically shall be treated as his or her Beneficiary
under this Plan.



ARTICLE VIII




NO FUNDING OBLIGATION




     The obligation of the Company to make any distributions under this Plan shall be unfunded and
unsecured; all distributions to, or on behalf of, an Eligible Employee under this Plan shall be
made from the general assets of the Company, and any claim by an Eligible Employee or Beneficiary
against the Company for any distribution under this Plan shall be treated the same as a claim of
any general and unsecured creditor of Oxford or of any other Company by whom the Eligible Employee
was employed. Notwithstanding the foregoing, Oxford may, in its discretion, establish one or more
irrevocable grantor trusts for the purpose of funding all or part of its obligations under this
Plan; provided, however, that the terms of any such trusts require that the assets thereof remain
subject to the claims of Oxford’s and the other Company’s judgment creditors and are non-assignable
and non-alienable by any Eligible Employee or Beneficiary prior to distribution thereof.



ARTICLE IX




COMPLIANCE WITH CODE SECTION 409A




     Oxford intends that this Plan meet the requirements of Section 409A(a)(2), (3) and (4) of the
Code (and any successor provisions of the Code) and the regulations and other guidance issued
thereunder (the “Requirements”) and be operated in accordance with such Requirements so that
compensation deferred under this Plan (and applicable investment earnings) shall not be included in
income under Section 409A of the Code. Any ambiguities in this Plan shall be construed to effect
the intent as described in this Article IX. If any provision of this Plan is found to be in
violation of the Requirements, then such provision shall be deemed to be modified or restricted to
the extent and in the manner necessary to render such provision in conformity with the
Requirements, or shall be deemed excised from this Plan, and this Plan shall be construed and
enforced to the maximum extent permitted



 









 




by the Requirements as if such provision had been
originally incorporated in this Plan as so modified or restricted, or as if such provision had not
originally been incorporated in this Plan, as the case may be.




ARTICLE X




MISCELLANEOUS




     Section 10.1. Medium of Payment. All distributions under this Plan shall be
made in cash.



     Section 10.2. Making and Revoking Elections and Designations. Any election
or designation or revised election or designation under this Plan shall be effective only when the
properly completed election or designation form is received by the Committee or its delegate before
the Eligible Employee’s death, subject to the rules set forth in this Plan.



     Section 10.3.  Statements. Oxford or its agent shall provide periodic statements to
the Eligible Employee to show his or her Account balance.



     Section 10.4. Claims Procedure. Any claim for a benefit under this Plan
shall be filed and resolved in accordance with the claims procedure provided under the 401(k) Plan,
which procedure hereby incorporated in this Plan by reference, except that (a) the Committee of
this Plan shall be the entity with whom a claim for review should be filed under this Plan and (b)
the Committee has absolute discretion to resolve any claims under this Plan.



     Section 10.5. Withholding. The Company may take whatever action that the
Company deems appropriate to satisfy applicable federal, state and local income tax withholding
requirements that the Company determines applicable under this Plan.



     Section 10.6. No Liability. No Eligible Employee and no Beneficiary of an
Eligible Employee shall have the right to look to, or have any claim whatsoever against, any
officer, director, employee or agent of the Company in his or her individual capacity for the
distribution of any Account.



     Section 10.7. Nonalienation of Benefits. No benefit or payment under this
Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, levy or charge, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, levy upon or charge the same shall be void.
Notwithstanding this statement, if an Eligible Employee is indebted to the Company at any time
when payments are required to be made under the provisions of this Plan, the Company shall have the
right to reduce the amount of payments remaining to be made to the Eligible Employee or his or her
Beneficiary under the Plan to the extent of such indebtedness. An election by the Company not to
reduce such payment shall not constitute a waiver of its claim for such indebtedness.



     Section 10.8. Plan Administration. The Committee shall be the administrator
of this Plan, and the Committee has the exclusive responsibility and complete discretionary
authority to control the operation, management and administration of this Plan, with all powers
necessary to enable it properly to carry out those responsibilities, including (but not limited to)
the power to construe this Plan, to determine eligibility for benefits, to settle disputed claims
and to resolve all administrative, interpretive, operational, equitable and other questions that
arise under this Plan. The decisions of the Committee on all matters within the scope of its
authority shall be final and binding. To the extent a discretionary power or responsibility under
this Plan is expressly assigned to a person by the Committee, that person



 









 




will have complete
discretionary authority to carry out that power or responsibility and that person’s decisions on
all matters within the scope of that person’s authority will be final and binding.




     Section 10.9. Construction. This Plan shall be construed in accordance with the
laws of the State of Georgia. Headings and subheadings have been added only for convenience of
reference and shall have no substantive effect whatsoever. All references to the singular shall
include the plural and all references to the plural shall include the singular.



     Section 10.10. No Contract of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the Company and an Eligible Employee, as a
right of any Eligible Employee to be continued in the employment of the Company, or as a limitation
of the right of the Company to discharge an Eligible Employee with or without cause.



     Section 10.11.  ERISA. Oxford intends that this Plan come within the various
exceptions and exemptions to ERISA for a plan maintained for a “select group of management or
highly compensated employees” as described in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.
Any ambiguities in this Plan shall be construed to affect the intent as described in this Section
10.11.



     Section 10.12. Amendment and Termination. The Nominating, Compensation and
Governance Committee of the Board shall have the right to amend this Plan from time to time and to
terminate this Plan at any time; provided, however, that (a) the balance credited to each Account
immediately after any such amendment or termination shall be no less than the balance credited to
such Account immediately before such amendment or termination (as adjusted for phantom investment
fund performance), (b) the Nominating, Compensation and Governance Committee may not accelerate the
distribution of Account balances under this Plan upon termination, except to the extent permissible
under Section 409A of the Code and the regulations thereunder, and (c) except to conform to the
requirements of Section 409A of the Code, no amendment or termination shall adversely affect an
Eligible Employee’s right to the distribution of his or her Account or his or her Beneficiary’s
right to the distribution of such Account.



     Section 10.13. Pre-2005 Oxford Plan.



          (a) Pre-2005 Deferrals. The Pre-2005 Oxford Plan and any liabilities thereunder
hereby are a part of this Plan effective as of January 1, 2006. Any amounts deferred before
January 1, 2005 under the Pre-2005 Oxford Plan (as determined in accordance with Section 409A of
the Code and the regulations thereunder) shall be governed by the terms of the Pre-2005 Oxford
Plan, which is attached to this Plan as Exhibit A. Nothing herein is intended to give any
additional benefits to or enhance the benefits of a participant in the Pre-2005 Oxford Plan and it
is intended that amounts deferred under that plan (and any earnings on such amounts) are not
subject to Section 409A of the Code. There shall be no further deferrals under the terms of the
Pre-2005 Oxford Plan after December 31, 2004.




          (b) Post-2004 and Pre-2006 Deferrals. The Pre-2005 Oxford Plan is amended to comply
with Section 409A of the Code in the form of the addendum attached to this Plan as Exhibit B with
respect to amounts deferred in taxable years beginning after December 31, 2004 and before January
1, 2006.




     Section 10.14. Tommy Bahama Plan.



 









 





          (a) Pre-2005 Deferrals. The Tommy Bahama Plan and any liabilities thereunder hereby
are a part of this Plan effective as of January 1, 2006. Any amounts deferred before January 1,
2005 under the Tommy Bahama Plan (as determined in accordance with Section 409A of the Code and the
regulations thereunder) shall be governed by the terms of the Tommy Bahama Plan, which is attached
to this Plan as Exhibit C. Nothing herein is intended to give any additional benefits to or
enhance the benefits of a participant in the Tommy Bahama Plan and it is intended that amounts
deferred under that plan (and any earnings on such amounts) are not subject to Section 409A of the
Code. There shall be no further deferrals under the terms of the Tommy Bahama Plan after December
31, 2004.




          (b) Post-2004 and Pre-2006 Deferrals. The Tommy Bahama Plan is amended to comply with
Section 409A of the Code in the form of the addendum attached to this Plan as Exhibit D with
respect to amounts deferred in taxable years beginning after December 31, 2004 and before January
1, 2006. Each Deferred Compensation Account maintained under the Tommy Bahama Plan for a person
who is an active Employee on January 1, 2006 shall be fully vested as of January 1, 2006.




     IN WITNESS WHEREOF, Oxford Industries, Inc. has caused this Plan document to be executed this
___ day of                     , 2005.



	 	 	 	 	 	 	 
	ATTEST:

	 	 	 	OXFORD INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 






 









 





EXHIBIT A




OXFORD INDUSTRIES, INC.




NON-QUALIFIED DEFERRED COMPENSATION PLAN




 









 





OXFORD INDUSTRIES, INC.




NON-QUALIFIED DEFERRED COMPENSATION PLAN




ARTICLE I — PURPOSE; EFFECTIVE DATE





	1.1.	 	Purpose. The purpose of this Oxford Industries, Inc. Non-Qualified Deferred
Compensation Plan (the “Plan”) is to permit a select group of management and highly
compensated employees of Oxford Industries, Inc. and its subsidiaries (the “Company”) to defer
the receipt of income which would otherwise become payable to them. It is intended that this
Plan, by providing this deferral opportunity, will assist the Company in attracting and
retaining individuals of exceptional ability.
	 
	1.2.	 	Effective Date. The Plan shall be effective as of January 1, 2001.





ARTICLE II — DEFINITIONS




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





	2.1.	 	Account(s). “Account(s)” means the account or accounts maintained on the books of
the Company used solely to calculate the amount payable to each Participant under this Plan
and shall not constitute a separate fund or assets. The Accounts available for each
Participant shall be identified as:






	 	a)	 	Retirement Account and/or,
	 
	 	b)	 	Up to two In-Service Accounts.






	2.2.	 	Beneficiary. “Beneficiary” means the person, persons or entity, as designated by the
Participant, entitled under Article VI to receive any Plan benefits payable after the
Participant’s death.
	 
	2.3.	 	Board. “Board” means the Board of Directors of the Company.
	 
	2.4.	 	Change in Control. A “Change in Control” shall occur if:






	 	a)	 	Any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as
defined in Rule 13-d under such Act) of more than fifty (50%) of the then outstanding
voting stock of the Company, other than through a transaction arranged by, or
consummated with the prior approval of, the Board; or
	 
	 	b)	 	During any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board (and any new Director whose election by
the Board or whose nomination for election by the stockholders of the Company was
approved by a vote of at least two-thirds (2/3) of the Directors at the beginning of
such period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority thereof; or
	 
	 	c)	 	The shareholders of Company approve a merger or consolidation of Company with
any other corporation, other than a merger or consolidation which would result in the
voting










 









 












	 	 	 	securities of a Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than eighty percent (80%) of the combined
voting power of the voting securities of Company or such surviving entity
outstanding immediately after such merger or consolidation; or
	 
	 	d)	 	The shareholders of Company approve a plan of complete liquidation of Company
or an agreement for the sale or disposition by Company of all or substantially all of
the Company’s assets.






	2.5.	 	Committee. “Committee” means the Committee appointed by the Board to administer the
Plan pursuant to Article VII.
	 
	2.6.	 	Company. “Company” means Oxford Industries, Inc., a Georgia corporation, and any
directly or indirectly affiliated subsidiary corporations, any other affiliate which is
designated by the Board, or any successor to the business thereof.
	 
	2.7.	 	Compensation. “Compensation” means the base salary, commissions and/or bonus
compensation payable to a Participant with respect to employment services performed for the
Company by the Participant and Company matching contributions that would otherwise be included
in “wages” for purposes of federal income tax withholding. For purposes of this Plan,
Compensation shall be calculated before reduction for any amounts deferred by the Participant
pursuant to the Company’s tax qualified plans which may be maintained under Section 401(k) or
Section 125 of the Internal Revenue Code of 1986, as amended, (the “Code”), or pursuant to
this Plan or any other non-qualified plan which permits the voluntary deferral of
compensation. Inclusion of any other forms of compensation is subject to Committee Approval.
	 
	2.8.	 	Deferral Commitment. “Deferral Commitment” means a commitment made by a Participant
and accepted by the Committee to defer a portion of Compensation paid to or earned such
Participant during a specified Deferral Period. The Deferral Commitment shall apply to each
payment of salary and/or bonus, as applicable, earned by or payable to a Participant for a
given Deferral Period, and shall specify the Account or Accounts to which such deferrals shall
be credited. Such designation shall be made in whole percentages and shall be made in a form
acceptable to the Committee. Once made, a Deferral Commitment shall, except as otherwise
provided herein, be irrevocable by the Participant for the Deferral Period to which it
applies.
	 
	2.9.	 	Deferral Period. “Deferral Period” means a calendar year to which a Deferral
Commitment applies.
	 
	2.10.	 	Determination Date. “Determination Date” means the last business day of each
calendar month.
	 
	2.11.	 	Disability. “Disability” means a physical or mental condition that prevents the
Participant from satisfactorily performing the Participant’s duties for Company. The
Committee shall, in its sole discretion, determine the existence of Disability and may rely on
such evidence of disability as it deems appropriate, including a determination of disability
under the Company’s long-term disability plan or advice from a medical examiner satisfactory
to the Committee.
	 
	2.12.	 	Discretionary Contribution. “Discretionary Contribution” means the Company
contribution credited to a Participant’s Account(s) under Section 4.5, below.
	 
	2.13.	 	Distribution Election. “Distribution Election” means the form prescribed by the
Committee and completed by the Participant, indicating the chosen form of payment for benefits
payable from each










 









 












Account under this Plan, as elected by the Participant.




	2.14.	 	Financial Hardship. “Financial Hardship” means a severe, unexpected and
unforeseeable financial hardship of the Participant resulting from a Disability of the
Participant, a sudden and unexpected illness or accident of the Participant or of a dependent
of the Participant, uninsured loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstance arising as a result of events beyond the
control of the Participant. Financial Hardship shall be determined based upon such standards
as are, from time to time, established by the Committee, and such determination shall be in
the sole discretion of the Committee.
	 
	2.15.	 	401(k) Plan. “401(k) Plan” means the Oxford Industries, Inc. Retirement Savings
Plan, or any other successor defined contribution plan maintained by the Company that
qualifies under Section 401(a) of the Code and satisfies the requirements of Section 401(k) of
the Code.
	 
	2.16.	 	Investment Option. “Investment Option” means one or more of the independently
established funds or indices that are identified and listed by the Committee. These
Investment Options are used solely to calculate the investment gains or losses that are
credited to each Participant’s Account(s) in accordance with Article IV. The determination of
the investment gains or losses attributable to the performance of each Investment Option shall
be made by the Committee in its reasonable discretion. The Committee shall select and provide
a list of the various Investment Options available to the Participants with respect to this
Plan; provided, that the Committee may amend such list from time to time in its sole
discretion.
	 
	2.17.	 	Matching Contribution. “Matching Contribution” means the Company contribution
credited to a Participant’s Account(s) under Section 4.4, below.
	 
	2.18.	 	Participant. “Participant” means any employee who is eligible pursuant to Section
3.1 to participate in this Plan and who has elected to defer Compensation under this Plan in
accordance with Article III. Such employee shall remain a Participant in this Plan for the
period of deferral and until such time as all benefits payable under this Plan have been paid
in accordance with the provisions hereof.
	 
	2.19.	 	Plan. “Plan” means this Oxford Industries, Inc. Non-Qualified Deferred Compensation
Plan, as amended from time to time.
	 
	2.20.	 	Retirement. “Retirement” means the termination of employment with the Company of
the Participant on or after attaining age 65 or on or after attaining age 55 with at least 7
Years of Service, or a termination of employment that has received the approval by the
Committee as qualifying as a Retirement under this Plan.
	 
	2.21.	 	Years of Service. “Years of Service” shall have the meaning provided for such term
for purposes of vesting under the 401(k) Plan, whether or not the Participant is a participant
in such plan.





ARTICLE III — ELIGIBILITY AND PARTICIPATION





	3.1.	 	Eligibility and Participation.






	 	a)	 	Eligibility. Eligibility to participate in the Plan for a Deferral
Period shall be limited to a select group of management or highly compensated employees
of the Company designated by management, from time to time, and approved by the
Committee.





 









 






	 	b)	 	Participation. An employee’s participation in the Plan for a Deferral
Period shall be effective upon notification to the employee by the Committee of
eligibility to participate, completion and submission of a Deferral Commitment,
Distribution Election Form and Investment Allocation Form to the Committee no later
than the deadline established by the Committee, and the acceptance by the Committee of
such forms.






	3.2.	 	Form of Deferral. A Deferral Commitment shall be made with respect to each payment of
salary, commissions and/or bonus earned by or payable to a Participant during the Deferral
Period, and shall designate the portion of each deferral that shall be allocated among the
various Accounts. The Participant shall set forth the amount to be deferred as a full
percentage of salary, commission and/or bonus. In addition, the Participant shall specify in
a separate form (known as the “Investment Allocation Form”) filed with the Committee, the
Participant’s initial allocation of the amounts deferred into each Account among the various
available Investment Options.
	 
	3.3.	 	Limitations on Deferral Commitments. The maximum percentage of each payment of base
salary and commissions that may be deferred during a Deferral Period shall be fifty percent
(50%), and the maximum percentage of bonus compensation that may be deferred during the
Deferral Period shall be one hundred percent (100%). The Committee may set such additional
limitations for a Deferral Period, as it determines in its sole discretion, once it has
reviewed the participation level for such Deferral Period.
	 
	3.4.	 	Commitment Limited by Termination. If a Participant terminates employment with
Company prior to the end of a Deferral Period, the Deferral Commitment in effect for such
Deferral Period shall be revoked as of the date of such termination.
	 
	3.5.	 	Modification of Deferral Commitment. Except as provided in Sections 3.4 and 5.5, a
Deferral Commitment for a Deferral Period shall be irrevocable by the Participant during such
Deferral Period.
	 
	3.6.	 	Change in Employment Status. If the Committee, in its sole discretion, determines
that the Participant no longer qualifies as a member of a select group of management or highly
compensated employees, as determined in accordance with the Employee Retirement Income
Security Act of 1974, as amended, the Committee may, in its sole discretion, terminate any
Deferral Commitment currently in effect, prohibit the Participant from making any future
Deferral Commitments and/or distribute the Participant’s Account Balances in accordance with
Article V of this Plan as if the Participant had terminated employment with the Company as of
that time.





ARTICLE IV — DEFERRED COMPENSATION ACCOUNT





	4.1.	 	Accounts. The Compensation deferred by a Participant under the Plan, any Matching
Contributions deferred under the Plan, Discretionary Contributions and Earnings shall be
credited to the Participant’s Account(s). The Participant shall designate the portion of each
deferral that will be credited to each Account as set forth in Section 3.2(a). These Accounts
shall be used solely to calculate the amount payable to each Participant under this Plan and
shall not constitute a separate fund of assets.
	 
	4.2.	 	Timing of Credits; Withholding. A Participant’s deferred Compensation shall be
credited to each Account designated by the Participant on the last business day of the month
during which the










 









 












compensation deferred would have otherwise been payable to the Participant. Any Matching
Contributions shall be credited to each Account on the last business day of the month during
which the deferred Compensation to which the Matching Contributions relates was credited to
each Account. Any Discretionary Contributions shall be credited to the appropriate
Account(s) as provided by the Committee. Any withholding of taxes or other amounts with
respect to deferred Compensation that is required by local, state or federal law shall be
withheld from the Participant’s corresponding non-deferred portion of the Compensation to
the maximum extent possible, and any remaining amount shall reduce the amount credited to
the Participant’s Account in a manner specified by the Committee.




	4.3.	 	Investment Options. A Participant shall designate, at a time and in a manner
acceptable to the Committee, one or more Investment Options for each Account to be used for
the sole purpose of determining the amount of Earnings to be credited or debited to such
Account. Such election shall designate the portion of each deferral of Compensation made into
each Account that shall be allocated among the available Investment Option(s), and such
election shall apply to each succeeding deferral of Compensation until such time as the
Participant shall file a new election with the Committee. Upon notice to the Committee, the
Participant may also reallocate the balance in each Investment Option among the other
available Investment Options as of the next succeeding Determination Date, but in no event
shall such re-allocation occur more frequently than monthly.
	 
	4.4.	 	Matching Contributions. The Company shall credit the portion elected by the
Participant of the Company’s total Matching Contribution on behalf of the Participant to the
Account designated by the Participant.
	 
	4.5.	 	Discretionary Contributions. The Company may make Discretionary Contributions to a
Participant’s Account. Discretionary Contributions shall be credited and shall become vested
at such times and in such amounts as recommended by the Committee and approved by the
Compensation Committee of the Board, or the Board, in its sole discretion. Unless the
Committee specifies otherwise, such Discretionary Contribution shall be allocated among the
various Accounts in the same proportion as set forth in section 4.1.
	 
	4.6.	 	Determination of Accounts. Each Participant’s Account as of each Determination Date
shall consist of the balance of the Account as of the immediately preceding Determination
Date, adjusted as follows:






	 	a)	 	New Deferrals. Each Account shall be increased by any deferrals
credited since the prior Determination Date.
	 
	 	b)	 	Company Contributions. Each Account shall be increased by any Matching
and/or Discretionary Contributions credited since the prior Determination Date.
	 
	 	c)	 	Distributions. Each Account shall be reduced by the amount of each
benefit payment made from that Account since the prior Determination Date.
Distributions shall be deemed to have been made proportionally from each of the
Investment Options maintained within such Account based on the proportion that such
Investment Option bears to the sum of all Investment Options maintained within such
Account for that Participant as of the Determination Date immediately preceding the
date of payment.
	 
	 	d)	 	Earnings. Each Account shall be increased or decreased by the Earnings
credited to such Account since the prior Determination Date as though the balance of
that Account as of the










 









 












beginning of the current month had been invested in the applicable Investment
Options chosen by the Participant.




	4.7.	 	Vesting of Accounts. Each Participant shall be vested in the amounts credited to
such Participant’s Account and Earnings thereon as follows:






	 	a)	 	Amounts Deferred. A Participant shall be one hundred percent (100%)
vested at all times in the Participant’s deferrals of salary, commission and/or bonus
and the Earnings thereon.
	 
	 	b)	 	Matching Contributions. A Participant shall be one hundred percent
(100%) vested at all times in the Matching Contributions made under the Plan and the
Earnings thereon.
	 
	 	c)	 	Discretionary Contributions. A Participant’s Discretionary
Contributions and Earnings thereon shall become vested as determined by the Committee
and as approved by the Compensation Committee of the Board, or the Board.






	4.8.	 	Statement of Accounts. Each Participant shall receive a statement showing the
balances in the Participant’s Account on a quarterly basis.





ARTICLE V — PLAN BENEFITS





	5.1.	 	Retirement Account. The vested portion of a Participant’s Retirement Account shall
be distributed to the Participant upon the Participant’s termination of employment with the
Company. Benefits under this section shall be payable the January following termination of
employment, but no sooner than thirty (30) days following termination. The form of benefit
payment shall be that form selected by the Participant pursuant to Section 5.6 unless the
Participant terminates employment prior to Retirement, in which event, the Retirement Account
shall be paid in the form of a lump sum payment unless the Committee determines, upon written
request, to allow the payment to be made in the form designation on the Distribution Election
Form.
	 
	5.2.	 	In-Service Account. The vested portion of a Participant’s In-Service Account shall be
distributed to the Participant upon the date chosen by the Participant in the Distribution
Election Form, but in no event shall the date specified for commencement of payment be earlier
than five (5) years from the beginning of the first Deferral Period during which the
Participant elected compensation to be deferred into that Account. The form of benefit
payment shall be that form selected by the Participant pursuant to Section 5.7. However, if
the Participant terminates employment with the Company prior to the date so chosen by the
Participant, the vested portion of the In-Service Account shall be added to the Retirement
Account as of the date of termination of service and shall be paid in accordance with the
provisions of Section 5.1.
	 
	5.3.	 	Death Benefit. Upon the death of a Participant, Company shall pay to the
Participant’s Beneficiary an amount equal to the remaining unpaid and vested Account balance
in each Account in the form of a lump sum payment.
	 
	5.4.	 	Hardship Distributions. Upon a finding that a Participant has suffered a Financial
Hardship, the Committee may, in its sole discretion, amend the existing Deferral Commitment,
or make distributions from any or all of the Participant’s Accounts. The amount of such
distribution shall be limited to the amount reasonably necessary to meet the Participant’s
needs resulting from the Financial Hardship plus applicable taxes, and shall not exceed the
Participant’s vested Account










 









 












balances. If payment is made from any or all of the Participant’s accounts due to Financial
Hardship, the Participant’s deferrals under this Plan shall cease for the remainder of the
current Deferral Period and the next subsequent Deferral Period.




	5.5.	 	Withdrawal with Penalty. The Participant may elect, in the sole discretion of the
Participant, to withdraw from participation in this Plan, and to cause the total vested
portion of the Participant’s Account balances to be distributed in accordance with this
Article V as if the Participant had terminated service with the Company as of the time of such
election, except that such Account balances shall be reduced by a penalty of ten percent (10%)
of such Account Balances. The Participant’s account balances, less the 10% penalty, shall be
paid to the Participant or the Participant’s Beneficiary as soon as administratively practical
in the form of a lump sum payment. The Participant, or the Participant’s Beneficiary, may
file such an election at any time prior to the complete payment of benefits due under this
Plan. Upon the filing of this election, any Deferral Commitment for the current Deferral
Period shall be terminated and the Participant shall be prohibited from participating in this
Plan for the next subsequent Deferral Period.
	 
	5.6.	 	Form of Payment. Unless otherwise specified in paragraphs 5.1, 5.2, 5.3, or 5.5, the
benefits payable from any Account under this Plan shall be paid in the form of benefit as
provided below, and as specified by the Participant in the Distribution Election, which
election shall be irrevocable once made. The permitted forms of benefit payments are:






	 	a)	 	A lump sum amount which is equal to the vested Account balance;
	 
	 	b)	 	In the event of distributions from the Retirement Account, annual installments
for a period of five (5), ten (10) or fifteen (15) years where the annual payment shall
be equal to the balance of the Account immediately prior to the payment, multiplied by
a fraction, the numerator of which is one (1) and the denominator of which commences at
the number of annual payment initially chosen and is reduced by one (1) in each
succeeding year. Earnings on the unpaid balance shall be based on the most recent
allocation among the available Investment Options chosen by the Participant, made in
accordance with Section 4.3;
	 
	 	c)	 	In the event of distributions from the In-Service Account, annual installments
for a period up to five (5) where the annual payment shall be equal to the balance of
the Account immediately prior to the payment, multiplied by a fraction, the numerator
of which is one (1) and the denominator of which commences at the number of annual
payment initially chosen and is reduced by one (1) in each succeeding year. Earnings
on the unpaid balance shall be based on the most recent allocation among the available
Investment Options chosen by the Participant, made in accordance with Section 4.3; and,
	 
	 	d)	 	Any other form of payment requested by the Participant and approved by the
Committee.






	5.7.	 	Small Account. Except as otherwise determined by the Committee, if the total of a
Participant’s vested, unpaid Account balances as of the Participant’s Retirement is less than
$25,000, the remaining unpaid, vested Account(s) shall be paid in a lump sum, notwithstanding
any election by the Participant to the contrary.
	 
	5.8.	 	Withholding; Payroll Taxes. The Company shall withhold from any payment made
pursuant to this Plan any taxes required to be withheld from such payments under local, state
or federal law.





 









 






	5.9.	 	Payment to Guardian. If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of the property, the
Committee may direct payment to the guardian, legal representative or person having the care
and custody of such minor, incompetent or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate prior to
distribution. Such distribution shall completely discharge the Committee and Company from all
liability with respect to such benefit. 
	 
	5.10.	 	Effect of Payment. The full payment of the applicable benefit under this Article V
shall completely discharge all obligations on the part of the Company to the Participant (and
the Participant’s Beneficiary) with respect to the operation of this Plan, and the
Participant’s (and Participant’s Beneficiary’s) rights under this Plan shall terminate.





ARTICLE VI — BENEFICIARY DESIGNATION





	6.1.	 	Beneficiary Designation. Each Participant shall have the right, at any time, to
designate one (1) or more persons or entities as Beneficiary (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of Participant’s death
prior to complete distribution of the Participant’s vested Account balance. 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. Any Beneficiary designation may be changed by the filing of a
new Beneficiary designation with the Committee.
	 
	6.3.	 	No Beneficiary Designation. If any Participant fails to designate a Beneficiary in
the manner provided above, if the designation is void, or if the Beneficiary designated by a
deceased Participant dies before the Participant or before complete distribution of the
Participant’s benefits, the Participant’s Beneficiary shall be the Participant’s estate.
	 
	6.4.	 	Effect of Payment. Payment to the Beneficiary shall completely discharge the
Company’s obligations under this Plan.





ARTICLE VII — ADMINISTRATION





	7.1.	 	Committee; Duties. This Plan shall be administered by the Committee, which shall
consist of not less than three (3) persons appointed by the Board, except after a Change in
Control as provided in Section 7.5. The Committee shall have the authority to make, amend,
interpret and enforce all appropriate rules and regulations for the administration of the Plan
and decide or resolve any and all questions, including interpretations of the Plan, as may
arise in such administration. 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
application of the Plan and










 









 












the rules and regulations promulgated hereunder and with respect to determining eligibility
to participate in the Plan, whether, when and in what amount benefits are payable under the
Plan, and any factual determinations shall made in the Committee’s sole discretion and shall
be final, conclusive and binding upon all persons.




	7.4.	 	Indemnity 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.
	 
	7.5.	 	Election of Committee After Change in Control. After a Change in Control, vacancies
on the Committee shall be filled by majority vote of the remaining Committee members and
Committee members may be removed only by such a vote. If no Committee members remain, a new
Committee shall be elected by majority vote of the Participants in the Plan immediately
preceding such Change in control. No amendment shall be made to Article VII or other Plan
provisions regarding Committee authority with respect to the Plan without prior approval by
the Committee.





ARTICLE VIII — CLAIMS PROCEDURE





	8.1.	 	Claim. Any person or entity claiming a benefit, requesting an interpretation or
ruling under the Plan (hereinafter referred to as “Claimant”), or requesting information under
the Plan shall present the request in writing to the Committee, which shall respond in writing
as soon as practicable.
	 
	8.2.	 	Denial of Claim. If the claim or request is denied, the written notice of denial
shall state:






	 	a)	 	The reasons for denial, with specific reference to the Plan provisions on which
the denial is based;
	 
	 	b)	 	A description of any additional material or information required and an
explanation of why it is necessary; and
	 
	 	c)	 	An explanation of the Plan’s claim review procedure.






	8.3.	 	Review of Claim. Any Claimant whose claim or request is denied or who has not
received a response within sixty (60) days may request a review by notice given in writing to
the Committee within sixty (60) days following such denial or lack of response. The claim or
request shall be reviewed by the Committee.
	 
	8.4.	 	Final Decision. The decision on review shall normally be made within sixty (60) days
after the Committee’s receipt of claimant’s claim or request. If an extension of time is
required for a hearing or other special circumstances, the Claimant shall be notified and the
time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall
state the reasons and the relevant Plan provisions. All decisions on review shall be made in
the Committee’s sole discretion and shall be final and binding on all parties.





ARTICLE IX — AMENDMENT AND TERMINATION OF PLAN





	9.1.	 	Amendment. The Board may at any time amend the Plan by written instrument, notice
of which is





 









 






given to all Participants and to Beneficiaries receiving installment payments, subject to
the following; provided, that no amendment shall reduce the amount accrued in any Account as
of the date such notice of the amendment is given.




	9.2.	 	Company’s Right to Terminate. The Board may at any time partially or completely
terminate the Plan, as it determines in its sole discretion.






	 	a)	 	Partial Termination. The Board may partially terminate the Plan by
instructing the Committee not to accept Deferral Commitments for future Deferral
Periods. If such a partial termination occurs, the Plan shall 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 Board may completely terminate the Plan by
instructing the Committee not to accept Deferral Commitments for future Deferral
Periods, and by terminating all current Deferral Commitments. In the event of complete
termination, the Plan shall cease to operate and Company shall distribute each Account
to the appropriate Participant. Payment shall be made as a lump sum.





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 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. Accordingly, the Board may take such actions as it, in its sole discretion, deems
appropriate if it is determined by the United States Department of Labor, a court of competent
jurisdiction, or an opinion of counsel that the Plan constitutes an employee pension benefit
plan within the meaning of Section 3 (2) of ERISA (as currently in effect or hereafter
amended) which is not so exempt.
	 
	10.2.	 	Unsecured General Creditor. Notwithstanding any other provision of this Plan,
Participants and Participants’ Beneficiary shall be unsecured general creditors, with no
secured or preferential rights to any assets of Company or any other party for payment of
benefits under this Plan. Any property held by Company for the purpose of generating the cash
flow for benefit payments shall remain its general, unpledged and unrestricted assets.
Company’s obligation under the Plan shall be an unfunded and unsecured promise to pay money in
the future.
	 
	10.3.	 	Trust Fund. Company shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, Company may establish one (1) or more trusts, with such
trustees as the Board may approve, for the purpose of assisting in the payment of such
benefits. Although such a trust shall be irrevocable, its assets shall be held for payment of
all Company’s general creditors in the event of insolvency. To the extent any benefits
provided under the Plan are paid from any such trust, Company shall have no further obligation
to pay them. If not paid from the trust, such benefits shall remain the obligation of
Company.
	 
	10.4.	 	Nonassignability. Neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the










 









 












payment of any debts, judgements, alimony or separate maintenance owed by a Participant or
any other person, nor be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency.




	10.5.	 	Not a Contract of Employment. This Plan shall not constitute a contract of
employment between Company and the Participant. Nothing in this Plan shall give a Participant
the right to be retained in the service of Company or to interfere with the right of the
Company to discipline or discharge a Participant at any time.
	 
	10.6.	 	Protective Provisions. A Participant shall cooperate with Company by furnishing
any and all information requested by Company in order to facilitate the payment of benefits
hereunder and by taking such action as may be requested by Company.
	 
	10.7.	 	Governing Law. The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Georgia, except as preempted by federal law.
	 
	10.8.	 	Validity. If 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 the Plan shall be sufficient if in
writing and hand delivered or sent by registered or certified mail. Such notice shall be
deemed 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 primary business address. Mailed notice to a
Participant or Beneficiary shall be directed to the individual’s last known address in
company’s records
	 
	10.10.	 	Successors. The provisions of this Plan shall bind and inure to the benefit of
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 Company, and
successors of any such corporation or other business entity.





	 	 	 	 	 
	 	 	OXFORD INDUSTRIES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 





EXHIBIT B




PRE-2005 OXFORD PLAN




SPECIAL RULES APPLICABLE TO 2005 COMPENSATION




     Notwithstanding any other provision of the Pre-2005 Oxford Plan to the contrary, the
provisions of this Exhibit B shall supersede all inconsistent provisions of the Pre-2005 Oxford
Plan with respect to amounts deferred in taxable years beginning after December 31, 2004 and before
January 1, 2006 (and earnings on such amounts). All other provisions of the Pre-2005 Oxford Plan
shall apply with respect to such deferrals to the extent not inconsistent with the provisions of
this Exhibit B or Section 409A of the Code, as determined by the Plan Administrator in its sole and
absolute discretion. This Exhibit B is intended to (a) satisfy the requirements of Section
409A(a)(2), (3) and (4) of the Code for deferrals made after December 31, 2004 and before January
1, 2006 and (b) not constitute a material modification of the Pre-2005 Oxford Plan with respect to
amounts deferred before January 1, 2005.



     1. Account(s). A separate bookkeeping account shall be established to account for
deferrals made in taxable years beginning after December 31, 2004 and before January 1, 2006 and
any earnings on such deferrals. The portion of any Account that was not fully vested on December
31, 2004 shall be treated as a deferral made in taxable years beginning after December 31, 2004.



     2. Participation. A Deferral Commitment shall only apply to defer a portion of
Compensation consisting of base salary, commissions and/or bonus compensation earned by a
Participant during the Deferral Period. The deadline for completion and submission of a Deferral
Commitment and Distribution Election Form is December 31, 2004.



     3. Change in Employment Status. The provisions of Section 3.6 of the Pre-2005 Oxford
Plan shall not apply.



     4. Hardship Distributions. The provisions of Sections 2.14 and 5.4 of the Pre-2005
Oxford Plan shall not apply, and Section 7.2(d) of the Plan shall apply as if incorporated in the
Pre-2005 Oxford Plan.



     5. Distribution of Retirement Account. In order for a termination of employment with
the Company to trigger a distribution, the termination of employment must qualify as a “separation
from service” within the meaning of Section 409A of the Code and the regulations thereunder.
Distribution upon termination of employment will be made in the form selected by the Participant,
unless the Participant terminates employment prior to Retirement, in which case the Retirement
Account shall be paid in the form of a lump sum payment, with no Committee discretion to pay in
another form. A distribution made as a result of the Participant’s termination of employment
(whether prior to or upon Retirement) will commence on the first regularly scheduled pay date that
coincides with or immediately follows the first day of the calendar month that is 6 months from the
date the Participant terminates employment.



     6. In-Service Account. A Participant may revise an in-service distribution election
to change the time of distribution; provided, however, that (1) the revision will not take effect
until 12 months after the date it is made, (2) the revision must be made at least 12 months before
the in-service



 









 




distribution otherwise would commence, and (3) the in-service distribution will be deferred for at
least 5 years from the date the in-service distribution would have commenced in the absence of the
revision.




     7. Death. If distribution is made as a result of the Participant’s death under
Section 5.3 of the Pre-2005 Oxford Plan, distribution will commence on the first regularly
scheduled pay date that coincides with or immediately follows the first day of the calendar quarter
immediately following the quarter in which his or her death occurred.



     8. Withdrawal with Penalty. The provisions of Section 5.5 of the Pre-2005 Oxford Plan
shall not apply.



     9. Delay of Payments Under Certain Circumstances. Section 7.2(e) of the Plan shall
apply as if incorporated in the Pre-2005 Oxford Plan.



     10. Amendment and Complete Termination. The provisions of Sections 9.1 and
9.2(b) of the Pre-2005 Oxford Plan shall not apply, and Section 10.12 of the Plan shall apply as if
incorporated in the Pre-2005 Oxford Plan.



 









 





EXHIBIT C




 









 





NONQUALIFIED DEFERRED COMPENSATION PLAN




SECTION 1



Definitions



1.1. Affiliate. “Affiliate” means any corporation, partnership, joint venture, association
or similar organization or entity that is required to be aggregated with the Company pursuant to
Code Sections 414(b), (c), or (m).



1.2.
Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time
Any reference to a section of the Code includes any comparable section or sections of any future
legislation that amends, supplements or supersedes that section.



1.3.
Company. “Company” means Viewpoint International, Inc. located at
1071 Avenue of the Americas, NY, NY 10018, employer tax identification
number 13-3676108 Which Company has established the Plan, as set forth herein



1.4.
Compensation. “Compensation” means (select one
option):




	 	 	 	 	 	 	 	 
	 

	 	Option 1.
	 	þ
	 	Total taxable salary, bonuses and commissions paid to a Participant by the
Employer (determined without regard to any amounts in the Participant’s Deferred
Compensation Account).
	 
	 	 	 	 	 	 	 
	 

	 	Option 2.
	 	o
	 	Total taxable salary and commissions of the Participant paid or
accrued by the Employer, but not including the value of any
bonuses, stock options, stock appreciation rights (determined
without regard to any amounts in the Participant’s Deferred
Compensation Account).
	 
	 	 	 	 	 	 	 
	 

	 	Option 3.
	 	o
	 	Other	 
	 

	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	 	 	 	 	 





1









 




1.5. Deferred Compensation Account. “Deferred Compensation Account” means the
book-keeping account maintained under the Plan in the Participant’s name to reflect amounts
deferred under the Plan pursuant to Section 3 (as adjusted under Section 4) and (if elected by the
Company) any Employer Discretionary Contributions made on behalf of the Participant (as adjusted
under Section 4)



1.6. Deferral Election. “Deferral Election” means a written notice filed by the
Participant with the Employer specifying the Compensation or bonus to be deferred by the
Participant.



1.7. Distribution Date. “Distribution Date” means the date a Participant terminates
employment or association with the Employers for whatever reason, unless such termination of
employment is for Good Cause.



1.8. Early Retirement Date. “Early Retirement Date” means (select one
option):





	 	 	 	o    The
date the Participant attains      
years of age.
	 
	 	 	 	þ    The date the Participant attains 55 years of age and has been
employed by the Company or its Affiliates for at least 10
years.




1.9.
Effective Date. “Effective Date” means July 20,
2001.



1.10. Employee. “Employee” means an employee of an Employer who meets the eligibility
criteria set forth in Subsection 3.1 of the Plan and who is a member of a select group of
management or highly compensated employees as defined under ERISA or
the regulations thereunder.



1.11. Employer. “Employer” means, individually, the Company and each Affiliate of the
Company that adopts the Plan in accordance with Subsection 7.1. The Company and any Affiliates that
adopt the Plan are sometimes collectively referred to herein as the “Employers.”




2









 







1.12.
ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Any reference to a section of ERISA includes any comparable section or
sections of any future legislation that amends, supplements or
supersedes that section.



1.13.
Excess Contributions. “Excess Contributions” means contributions determined to be
excess contributions or excess deferrals (as such terms are defined in the regulations under
Section 401(k) of the Code) for the Plan Year under a plan maintained by an Employer that is
qualified under Sections 401(a) and 401(k) of the Code.



1.14.
Independent Contractor. “Independent Contractor” means an individual who is not a
common-law employee of an Employer but who receives payments from the Employer for services
rendered.



1.15.
Normal Retirement Date. “Normal Retirement Date” means (select one
option):





	 	 	 	o    The date the Participant attains       years of age.
	 
	 	 	 	þ    The date the Participant attains 65 years of age and has been employed by the
Company or its Affiliates for at least 10 years.




1.16.
Participant. “Participant” means an Employee or Independent Contractor who meets the
eligibility criteria set forth in Subsection 3.1 and who has made a Deferral Election in accordance
with the terms of the Plan.



1.17.
Plan. “Plan” means the provisions of the Plan, as set forth herein, including
the variable provisions selected and agreed to by the Company.



1.18.
Plan Administrator. The “Plan Administrator” means (select one option):





	 	 	 	o    The Company.
	 
	 	 	 	o    A committee of at least       members appointed by the Company
	 
	 	 	 	þ    The C.F.O. (insert title) of the Company.
	 
	 	 	 	o   
Other                                                                 
                                                                                                                                                            





3









 




1.19. Plan Year. “Plan Year” means the calendar year. However, if the Effective Date of
the Plan is other than January 1 of a year, the initial Plan Year shall be a short Plan Year,
beginning on the Effective Date and ending on the following December 31.



1.20. Unforeseeable Financial Emergency. “Unforeseeable Financial Emergency” means a
severe financial hardship of the Participant resulting from:





	 	(a)	 	A sudden and unexpected illness or accident of the Participant or
of a dependent of the Participant;
	 
	 	(b)	 	Loss of the Participant’s principal residence due to casualty; or
	 
	 	(c)	 	Such other similar extraordinary and unforeseeable circumstances
resulting from events beyond the control of the Participant.




Whether a Participant has an Unforeseeable Financial Emergency shall be determined in the sole
discretion of the Plan Administrator.



1.21. Valuation Date. “Valuation Date” means (select one option):





	 	 	 	þ      Any business day.
	 
	 	 	 	o      The last day of any calendar month.
	 
	 	 	 	o      The last day of any calendar quarter.
	 
	 	 	 	o      The last day of the Plan Year.
	 
	 	 	 	o      Other                                                                    
            




1.22. Other Definitions. In addition to the terms defined in this Section 1,
other terms are defined when first used in later Sections of this Plan.





4










 





SECTION 2




Purpose and Administration



2.1. Purpose. The Company has established the Plan primarily for the purpose of
providing deferred compensation to a select group of management or highly compensated employees of
the Employers. The Plan is intended to be a top-hat plan described in Section 201(2) of ERISA. If
elected by the Company under Subsection 3.1 of the Plan, Independent Contractors also may
participate in the Plan. The Company intends that the Plan (and each Trust under the Plan (as
described in Subsection 6.1)) shall be treated as unfunded for tax purposes and for purposes of
Title I of ERISA. An Employer’s obligations hereunder, if any, to a Participant (or to a
Participant’s beneficiary) shall be unsecured and shall be a mere promise by the Employer to make
payments hereunder in the future. A Participant (or the Participant’s beneficiary) shall be
treated as a general unsecured creditor of the Employer.



2.2. Administration. The Plan shall be administered by the Plan Administrator. The
Plan Administrator shall serve at the pleasure of the Company’s Board of Directors and may be
removed by such Board, with or without cause. The Plan Administrator may resign upon prior written
notice to the Company’s Board of Directors.



The Plan Administrator shall have the powers, rights, and duties set forth in the Plan and shall
have the power, in the Plan Administrator’s sole and absolute discretion, to determine all
questions arising under the Plan, including the determination of the rights of all persons with
respect to the Plan and to interpret the provisions of the Plan and remedy any ambiguities,
inconsistencies, or omissions Any decisions of the Plan Administrator shall be final and binding
on ail persons with respect to the Plan and the benefits provided under’ the Plan. The Plan
Administrator may delegate the Plan Administrator’s authority under the Plan to one or more
officers or directors of the Company; provided, however, that (a) such delegation must be in
writing, and (b) the officers or directors of the Company to whom the Plan Administrator is
delegating authority must accept such delegation in writing.



If a Participant is serving as the Plan Administrator (either individually or as a member of a
committee), the Participant may not decide or determine any matter or question concerning such
Participant’s benefits under the Plan that the Participant would not have the right to decide or
determine if the Participant were not serving as the Plan Administrator




5









 





SECTION
3




 Eligibility, Participation, Deferral Elections,

and Employer Contributions



3.1.
Eligibility and Participation, Subject to the conditions and limitations of the
Plan, the following persons are eligible to participate in the Plan (select and complete
option(s)):




	 	 	 	 	 	 	 
	 

	 	þ
	 	All Employees with a rank of Manager (insert title) or above and with total
earnings of at least $85,000 per Plan Year	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	The following Employees of the Employers:
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Attach a separate sheet if necessary)	 	 
	 
	 	 	 	 	 	 
	 

	 	o
	 	The following Independent Contractors:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Attach a separate sheet if necessary)	 	 






Any individuals specified above by an Employer may be changed by action of the Employer An Employee
or Independent Contractor shall become a Participant in the Plan upon the execution and filing with
the Plan Administrator of a written election to defer a portion of the Employee’s or Independent
Contractor’s Compensation. A Participant shall remain a Participant until the entire balance of the
Participant’s Deferred Compensation Account has been distributed.



6









 





3.2.
Rules for Deferral Elections. Any person identified in Subsection 3.1 may make
a Deferral Election to defer receipt of Compensation he or she otherwise would be entitled to
receive for a Plan Year in accordance with the rules set forth below:




	 	(a)	 	All Deferral Elections must be made in writing on the form
prescribed by the Plan Administrator and will be effective only when filed with the
Plan Administrator no later than the date specified by the Plan Administrator. In no
event may a Deferral Election be made later than the last day of the Plan Year
preceding the Plan Year in which the amount being deferred would otherwise be made
available to the Participant. However, in the case of a Participant’s initial year of
employment or association with an Employer, the Participant may make a Deferral
Election with respect to compensation for services to be performed subsequent to such
Deferral Election, provided such election is made no later than 30 days after the
date the Participant first becomes eligible for the Plan. Furthermore, in the case
of a short initial Plan Year, each Participant may make a Deferral Election with
respect to compensation for services to be performed subsequent to such Deferral
Election, provided such election is made no later than 30 days after the Effective
Date.
	 
	 	(b)	 	With respect to Plan Years following the Participant’s initial Plan
Year of participation in the Plan, failure to complete a subsequent Deferral Election
shall constitute a waiver of the Participant’s right to elect a different amount of
Compensation to be deferred for each such Plan Year and shall be considered an
affirmation and ratification to continue the Participant’s existing Deferral Election.
However, a Participant may, prior to the beginning of any Plan Year, elect to increase
or decrease the amount of Compensation to be deferred for the next following Plan Year
by filing another Deferral Election with the Plan Administrator in accordance with
paragraph (a) above.
	 
	 	(c)	 	A Deferral Election in effect for a Plan Year may not be modified during the
Plan Year, except that a Participant may terminate the Participant’s Deferral
Election during a Plan Year in the event of an Unforeseeable Financial Emergency.





3.3.
Amounts Deferred. (select one option):





	 	 	 	Option 1. þ Deferral of a
Percentage of Compensation plus Bonus.






	 	 	 	Commencing on the Effective Date, a Participant may elect to defer (a) up to 100% of the
Participant’s Compensation for a Plan Year and (b) up to 100% of the Participant’s
bonus for a Plan Year. The amount of Compensation and bonus deferred by a Participant shall
be credited to the Participant’s Deferred Compensation Account as of the Valuation Date
coincident with or immediately following the date such Compensation and bonus would, but for
the Participant’s Deferral Election, be payable to the
Participant.





7









 






	 	 	 	Option 2. o Deferral of Bonus Only.
	 
	 	 	 	Commencing on the Effective Date, a Participant may elect to
defer up to      
% of any bonus awarded to the Participant during a Plan Year. The amount of bonus
deferred by a Participant shall be credited to the Participant’s Deferred Compensation
Account as of the Valuation Date coincident with or immediately following such the date
such bonus would, but for the Participant’s Deferral Election, be payable to the
Participant.
	 
	 	 	 	Option 3. þ Deferral of Excess Contributions
	 
	 	 	 	Commencing on the Effective Date, a Participant may elect to defer an amount equal to the
Excess Contributions payable to the Participant during a Plan Year. Such amount shall be
credited to the Participant’s Deferred Compensation Account as of the Valuation Date
coincident with or immediately following the date such amount would, but for the
Participant’s Deferral Election, be payable to the Participant.





3.4
Employer Discretionary Contributions. If selected by the Company below, an
Employer may, in its sole discretion, credit to the Deferred Compensation Account of any
Participant employed by that Employer an amount determined by the Employer in its sole discretion
(an “Employer Discretionary Contribution”) for a Plan Year. Any Employer Discretionary Contribution
for a Plan Year will be credited to a Participant’s Deferred Compensation Account as of the
Valuation Date specified by the Employer.



(select one of the following options)





	 	 	 	o No Employer Discretionary Contributions will be made under the Plan..
	 
	 	 	 	þ Employer Discretionary Contributions may be made under the Plan for a Plan Year
as determined by each Employer in its sole

     discretion.





8









 





SECTION 4




Deferred Compensation Accounts




4.1.  Deferred Compensation Accounts. All amounts deferred pursuant to one or more
Deferral Elections under the Plan and any Employer Discretionary Contributions shall be credited
to a Participant’s Deferred Compensation Account and shall be adjusted under Subsection 4.2



4.2. Deferral Account Adjustments and Investment Options. As of each Valuation Date,
the Plan Administrator shall adjust amounts in a Participant’s Deferred Compensation Account to
reflect earnings (or losses) in the Investment Options (as defined in
Subsection 4.4) attributable
to the Participant’s Deferred Compensation Account Earnings (or losses) on amounts in a
Participant’s Deferred Compensation Account shall accrue commencing on the date the Deferred
Compensation Account first has a positive balance and shall continue to accrue until the entire
balance in the Participant’s Deferred Compensation Account has been distributed. Earnings (or
losses) shall be credited to a Participant’s Deferred Compensation Account based on the realized
rate of return (net of any expenses and taxes paid from the Trust) on the Investment Options
attributable to the Participant’s Deferred Compensation Account.



4.3. Vesting. A Participant shall be fully vested in the amounts in the Participant’s
Deferred Compensation Account attributable to the Participant’s Deferral Elections. If Employer
Discretionary Contributions are made under the Plan, a Participant shall be vested in the amount in
the Participant’s Deferred Compensation Account attributable to Employer Discretionary
Contributions in accordance with the following (select Options 1, 2, or 3 and, if desired, Option
4. and/or Option 5):



	 	 	 	 	 
	Option 1.

	 	þ
	 	Five Year Vesting Schedule
	 
	 	 	 	 
	 	 	Vesting for Participants will be determined by (select one):
	 
	 

	 	þ
	 	Years of Service with the Employer.
	 

	 	o
	 	Years of Participation in this Plan.






Nonforfeitable Percentage




	 	 	 	 	 
	Less than 5 years
	 	 	0	%
	5 or more years
	 	 	100	%






9









 





	 	 	 	 	 
	Option 2

	 	o
	 	Seven Year Graded Vesting Schedule
	 
	 	 	 	 
	 	 	Vesting for Participants will be determined by (select one):
	 
	 	 	 	 
	 

	 	o
	 	Years of Service with the Employer.
	 

	 	o
	 	Years of Participation in this Plan.






Nonforfeitable Percentage




	 	 	 	 	 
	Less than 3 years
	 	 	0	%
	3 years
	 	 	20	%
	4 years
	 	 	40	%
	5 years
	 	 	60	%
	6 years
	 	 	80	%
	7 years
	 	 	100	%






	 	 	 	 	 
	Option 3.

	 	o
	 	Other vesting schedule as described below:
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Option 4.

	 	o
	 	Notwithstanding the foregoing vesting schedule, the balance
in a Participant’s Deferred Compensation Account
attributable to Employer Discretionary Contributions will
be forfeited if the Participant’s employment or association
with the Employer is terminated for Good Cause.
	 
	 	 	 	 
	Option 5

	 	o
	 	Notwithstanding the foregoing vesting schedule, the entire
balance in a Participant’s Deferred Compensation Account
attributable to Employer Discretionary Contributions will
be fully vested upon the Participant’s Early Retirement
Date.






For the purpose of determining a Participant’s vested benefit with respect to Employer
Discretionary Contributions, a “Year of Service” means each twelve-month period of employment or
association with the Company and the Affiliates, and a “Year of Participation” means each
twelve-month period of active participation in the Plan. Notwithstanding the foregoing, a
Participant shall be fully vested in the entire balance in the Participant’s Deferred
Compensation Account upon the Participant’s Normal Retirement Date, death or becoming disabled
(as provided in Subsection 5.2 below), provided the date on which the Participant dies or becomes
disabled occurs while the Participant is actively employed by or associated with the Employers.
The portion of a Participant’s Deferred Compensation Account in which the Participant is not
fully vested shall be forfeited to the Employer by the Participant.



10









 





If elected by the Company under Option 4. above, notwithstanding the vesting schedule selected in
Option 1., 2., or 3. above, the balance in a Participant’s Deferred Compensation Account
attributable to Employer Discretionary Contributions will be forfeited (and neither the Participant
nor the Participant’s beneficiaries will have any rights thereto) if the Participant’s employment
with the Employer is terminated for Good Cause. “Good Cause” means the Participant’s gross
negligence, fraud, dishonesty, or willful violation of any law or significant policy of the
Employer that is committed in connection with the Participant’s employment by or association with
the Employer Whether a Participant has been terminated for Good Cause shall be determined by the
Plan Administrator



4.4
Investment Options. The Company shall, from time to time and in its sole discretion,
select one or more investment vehicles (“Investment Options”) to be made available as the measuring
standards for crediting earnings or losses to each participant’s Deferred Compensation Account A
Participant may select from such Investment Options in a manner established by the Company, the
investment vehicle or vehicles to apply to his or her accounts and may change such selections, all
in accordance with such rules as the Company may establish. Notwithstanding the foregoing, the
Committee may change the method for crediting earnings or losses to each participant’s accounts as
described above by written notice to each Participant (including former Participants who then have
a Deferred Compensation Account which would be affected by such change), which notice shall specify
the new method for crediting earnings or losses to be used under this section, the effective date
of such change and the Deferred Compensation Accounts to which such new method shall apply



11









 





SECTION
5




Payment of Benefits




5.1.
Time and Method of Payment. Payment of the vested portion of a
Participant’s Deferred Compensation Account shall be made as soon as practicable following
the Valuation Date coincident with or next following the Participant’s Distribution Date;
provided, however, that if the Company has elected a daily Valuation Date, such payment will
be made as soon as practicable following the last business day of the month in which the
Participant’s Distribution Date occurs. Payment of the vested portion of a Participant’s
Deferred Compensation Account shall be made as follows (select one option):



	 	 	 	 	 	 	 
	 

	 	Option 1.
	 	o
	 	A single, lump sum payment.
	 
	 	 	 	 	 	 
	 

	 	Option 2.
	 	o
	 	Substantially equal monthly
installment payments for
        months.
	 
	 	 	 	 	 	 
	 

	 	Option 3.
	 	þ
	 	Substantially equal monthly installment payments for 60 months
with a one-time option to receive a lump sum payment. The
Participant may elect to receive a single, lump sum payment in lieu
of installment payments. Such election must be made by filing a
written election with the Plan Administrator at least 30 days prior
to the time installment payments would otherwise begin, and such
election is subject to approval by the Employer of the Participant







	5.2.	 	Payment Upon Disability. In the event a Participant becomes disabled (as
defined below) while the Participant is employed by or associated with an Employer,
payment of the Participant’s Deferred Compensation Account shall be made (or shall
commence) as soon as practicable after the Valuation Date coincident with or next
following the date on which the Plan Administrator determines that the Participant is
disabled. For purposes of this Subsection 5.2, a Participant shall be considered disabled
if the Participant is unable to  engage in any substantially gainful activity by reason
of any medically determined physical or mental impairment that can be expected to result
in death or that has lasted or can be expected to last for a continuous period of not
less than twelve months. Whether a Participant is disabled for purposes of the Plan shall
be determined by the Plan Administrator, and in making such determination, the Plan
Administrator may rely on the opinion of a physician (or physicians) selected by the Plan
Administrator for such purpose





12









 





5.3.
Payment Upon Death of a Participant. A Participant’s Deferred Compensation
Account shall be paid to the Participant’s beneficiary (designated in accordance with Subsection
5.4) in a single lump sum as soon as practicable following the Valuation Date coincident with or
next following the Participant’s death.



5.4. Beneficiary. If a Participant is married on the date of the Participant’s
death, the Participant’s beneficiary shall be the Participant’s spouse, unless the Participant
names a beneficiary or beneficiaries (other than the Participant’s spouse) to receive the balance
of the Participant’s Deferred Compensation Account in the event of the Participant’s death prior
to the payment of the Participant’s entire Deferred Compensation
Account. To be effective, any
beneficiary designation must be filed in writing with the Plan Administrator in accordance with
rules and procedures adopted by the Plan Administrator for that purpose. A Participant may revoke
an existing beneficiary designation by filing another written beneficiary designation with the
Plan Administrator. The latest beneficiary designation received by the Plan Administrator shall
be controlling. If no beneficiary is named by a Participant, or if the Participant survives all of
the Participant’s named beneficiaries and does not designate another beneficiary, the
Participant’s Deferred Compensation Account shall be paid in the following order of precedence:




	 	(a)	 	The Participant’s spouse;
	 
	 	(b)	 	The Participant’s children (including adopted children) per stripes; or
	 
	 	(c)	 	The Participant’s estate.





5.5. Unforeseeable Financial Emergency. If the Plan Administrator determines that a
Participant has incurred an Unforeseeable Financial Emergency, the Participant may receive in cash
the portion of the balance of the Participant’s Deferred Compensation Account needed to satisfy the
Unforeseeable Financial Emergency, but only if the Unforeseeable Financial Emergency may not be
relieved (a) through reimbursement or compensation by insurance
or otherwise or (b) by liquidation
of the Participant’s assets to the extent the liquidation of such assets would not itself cause
severe financial hardship. A payment on account of an Unforeseeable Financial Emergency shall not
be in excess of the amount needed to relieve such Unforeseeable Financial Emergency and shall be
made as soon as practicable following the date on which the Plan Administrator approves such
payment.



5.6.
Withholding of Taxes. In connection with the Plan, the Employers shall withhold
any applicable Federal, state or local income tax and any employment taxes, including Social
Security taxes, at such time and in such amounts as is necessary to comply with applicable laws and
regulations.




13










 





SECTION 6




Miscellaneous



6.1. Funding. Each Employer under the Plan shall establish and maintain one or more
trusts (individually, a “Trust”) to hold assets to be used for payment of benefits under the Plan. The
assets of the Trust with respect to benefits payable to the Participants employed by or
associated with an Employer shall remain the assets of such Employer subject to the claims of its
general creditors. Any payments by a Trust of benefits provided to a Participant under the Plan
shall be considered payment by the applicable Employer and shall discharge such Employer from any
further liability under the Plan for such payments.



6.2. Rights. Establishment of the Plan shall not be construed to give any Employee or
Independent Contractor the right to be retained by the Employers or to any benefits not
specifically provided by the Plan.



6.3. Interests Not Transferable. Except as to withholding of any tax under the laws
of the United States or any state or locality and the provisions of Subsection 5.4, no benefit
payable at any time under the Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, or any other encumbrance of any kind or to any attachment,
garnishment, or other legal process of any kind. Any attempt by a person (including a Participant
or a Participant’s beneficiary) to anticipate, alienate, sell, transfer, assign, pledge, or
otherwise encumber any benefits under the Plan, whether currently or thereafter payable, shall be
void. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber such person’s benefits under the Plan, or if by any reason of such person’s
bankruptcy or other event happening at any time, such benefits would devolve upon any other person
or would not be enjoyed by the person entitled thereto under the Plan, then the Plan
Administrator, in the Plan Administrator’s sole discretion, may terminate the interest in any such
benefits of the person otherwise entitled thereto under the Plan and may hold or apply such
benefits in such manner as the Plan Administrator may deem proper.



6.4. Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of the amounts
in the Deferred Compensation Account of a Participant that cannot be distributed because of the
Plan Administrator’s inability, after a reasonable search, to locate a Participant or the
Participant’s beneficiary, as applicable, within a period of two years after the Distribution Date
upon which the payment of benefits became due. Unclaimed amounts shall be forfeited at the end of
such two-year period. These forfeitures will reduce the obligations of the Employers, if any,
under the Plan. After an unclaimed amount has been forfeited, the Participant or beneficiary, as
applicable, shall have no further right to amounts in the Participant’s Deferred Compensation
Account.



6.5. Controlling Law. The law of the state New Hampshire shall be controlling in all
matters relating to the Plan to the extent not preempted by Federal law.



6.6. Number. Words in the plural shall include the singular, and the singular shall include
the plural.




14









 




6.7. Action by the Employers. Except as otherwise specifically provided herein, any
action required of or permitted to be taken by an Employer under the Plan shall be by resolution of its
Board of Directors or by resolution of a duly authorized committee of its Board of Directors or by
action of a person or persons authorized by resolution of such Board of Directors or such
committee.



6.8. Offset for Obligations to Employer. If, at such time as a Participant or a
Participant’s beneficiary becomes entitled to benefit payments hereunder, the Participant has any
debt, obligation or other liability representing an amount owing to an Employer or an Affiliate of
the Employer, and if such debt, obligation, or other liability is due and owing at the time
benefit payments are payable hereunder, the Employer may offset the amount owing it or an
Affiliate against the amount of benefits otherwise distributable hereunder.



6.9. No Fiduciary Relationship. Nothing contained in this Plan, and no action taken
pursuant to its provisions by either the Employers or the Participants shall create, or be
construed to create a fiduciary relationship between the Employer and the Participant, a designated
beneficiary, other beneficiaries of the Participant, or any other person.



6.10. Claims Procedures. Any person (hereinafter referred to as a “Claimant”) who
believes that he or she is being denied a benefit to which he or she may be entitled under the Plan
may file a written request for such benefit with the Plan Administrator. Such written request must
set forth the Claimant’s claim and must be addressed to the Plan Administrator, at the Company’s
principal place of business. Upon receipt of a claim, the Plan Administrator shall advise the
Claimant that a reply will be forthcoming within ninety days and shall deliver a reply within
ninety days. The Plan Administrator may, however, extend the reply period for an additional ninety
days for reasonable cause. If the claim is denied in whole or in part, the Plan Administrator shall
issue a written determination, using language calculated to be understood by the Claimant, setting
forth:





	 	(a)	 	The specific reason or reasons for such denial;
	 
	 	(b)	 	The specific reference to pertinent provisions of the Plan upon which such
denial is based;
	 
	 	(c)	 	A description of any additional material or information necessary for the
Claimant to perfect the Claimant’s claim and an explanation why such material or such
information is necessary; and
	 
	 	(d)	 	Appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review, and the time limits for requesting such a review.





15









 




Within sixty days after’ the receipt by the Claimant of the written determination described above,
the Claimant may request in writing, that the Plan Administrator review the Plan Administrator’s
determination. The request must be addressed to the Plan Administrator, at the Company’s principal
place of business. The Claimant or the Claimant’s duly authorized representative may, but need not,
review the pertinent documents and submit issues and comments in writing for consideration by the
Plan Administrator. If the Claimant does not request a review of the Plan Administrator’s
determination within such sixty day-period, the Claimant shall be barred and estopped from
challenging the Plan Administrator’s determination. “Within sixty days after the Plan
Administrator’s receipt of a request for review, the Plan Administrator will review the
determination. After considering all materials presented by the Claimant, the Plan Administrator
will render a written determination, written in a manner calculated to be understood by the
Claimant setting forth the specific reasons for the decision and containing specific references to
the pertinent provisions of the Plan on which the decision is based. If special circumstances
require that the sixty day time period be extended, the Plan Administrator will so notify the
Claimant and will render the decision as soon as practicable, but no later than one hundred twenty
days after receipt of the request for review.





	6.11.	 	Notice. Any notice required or permitted to be given under the provisions of the
Plan shall be in writing, and shall be signed by the party giving or making the same. If
such notice, consent or demand is mailed to a party hereto, it shall be sent by United States
certified mail, postage prepaid, addressed to such party’s last known address as shown on the
records of the Employers. Notices to the Plan Administrator should be sent in care of the
Company at the Company’s principal place of business. The date of such mailing shall be deemed
the date of notice. Either party may change the address to which notice is to be sent by
giving notice of the change of address in the manner set forth above.





16









 





SECTION 7




Employer Participation



7.1. Adoption of Plan. Any Affiliate of the Company may, with the approval of the
Company, adopt the Plan by filing with the Company a resolution of its Board of Directors to that
effect.



7.2. Withdrawal from the Plan by Employer. Any Employer shall have the right, at any
time, upon the approval of, and under such conditions as may be provided by the Plan Administrator,
to withdraw from the Plan by delivering to the Plan Administrator written notice of its election so
to withdraw. Upon receipt of such notice by the Plan Administrator, the portion of the Deferred
Compensation Account of Participants and beneficiaries attributable to amounts deferred while the
Participants were employed by or associated with such withdrawing Employer shall be distributed
from the Trust at the direction of the Plan Administrator in cash at such time or times as the Plan
Administrator in the Plan Administrator’s sole discretion, may deem to be in the best interest of
such Participants and their beneficiaries. To the extent the amounts held in the Trust for the
benefit of such Participants and beneficiaries are not sufficient to satisfy the Employer’s
obligation to such Participants and their beneficiaries accrued on account of their employment with
the Employer, the remaining amount necessary to satisfy such obligation shall be an obligation of
the Employer, and the other Employers shall have no further obligation to such Participants and
beneficiaries with respect to such amounts.




17









 





SECTION 8




Amendment and Termination



The Company intends the Plan to be permanent, but reserves the right at any time to modify, amend
or terminate the Plan; provided however, that except as provided below, any amendment or
termination of the Plan shall not reduce or eliminate any balance in a Participant’s Deferred
Compensation Account accrued through the date of such amendment or termination. Upon termination of
the Plan, the Company may provide that notwithstanding the Participant’s Distribution Date, all
Deferred Compensation Account balances will be distributed on a date selected by the Company.




18









 





SECTION 9




Change of Control



9.1. Overriding Provisions Applicable During a Restricted Period. The following provisions
of this Section 9 will become effective on a Restricted Date as the result of a Change of Control
and will remain in effect during the Restricted Period beginning on that date until the following
related Unrestricted Date, and during the Restricted Period, will supersede any other provisions of
the Plan to the extent necessary to eliminate any inconsistencies between the provisions of this
Section 9 and any other provisions of the Plan, including any supplements thereto.



9.2. Suspension of Part or All of the Overriding Provisions. If a majority of the members
of the Entire Board are Continuing Directors (provided such majority is equal to the same number as
constituted a majority of the Entire Board immediately prior to the Change of Control), by the
affirmative vote of a majority of the Entire Board and a majority of those members of the Entire
Board who are Continuing Directors, all or a designated portion or portions of the following
provisions of this Section 9 may be declared not applicable as to the specified transaction or
event. No portion of the provisions of this Section 9 will apply to any transaction or event to the
extent such portion is inconsistent with the requirements of applicable law.



9.3. Definitions. For purposes of this Section 9, the definitions set forth in Paragraphs
(a) through (k) below will apply. Definitions set forth elsewhere in the Plan also will apply to
the provisions set forth in this Section 9, except that where a definition set forth elsewhere in
the Plan and a definition set forth in this Subsection conflict, the definition set forth in this
Subsection will govern.





	 	(a)	 	“Acquiring Person” will mean any Person, who or which, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of shares of common
stock of the Company constituting more than 20 percent of the common stock then
outstanding.
	 
	 	(b)	 	“Affiliate” and “Associate” will have the meaning ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934
(the “Act”).
	 
	 	(c)	 	“Beneficial Owner” will have the meaning ascribed to such term in Rule 13d-3 of the Act.
	 
	 	(d)	 	“Board of Directors” will mean the Board of Directors of the Company.




19









 






	 	(e)	 	A “Change of Control” will be deemed to occur (i) upon any Person becoming an
Acquiring Person if the Board of Directors has not recommended that stockholders of the
Company tender or otherwise sell their common stock to such Acquiring Person; (ii) upon
the approval by the stockholders of the Company of a reorganization, merger or
consolidation, in each case, with respect to which persons who were stockholders of the
Company immediately prior to such reorganization, merger or consolidation, do not,
immediately thereafter, own more than 50 percent of the combined voting power entitled
to vote generally in the election of directors of the reorganized, consolidated or merged
Company’s then outstanding securities; or (iii) upon a liquidation or dissolution of the
Company or the sale of all or substantially all of the Company’s assets.
	 
	 	(f)	 	“Continuing Director” will mean:






	 	(i)	 	any member of the Board of Directors immediately prior to a
Change of Control, or
	 
	 	(ii)	 	any successor of a Continuing Director who is recommended
or elected to succeed such Continuing Director by a majority of the
Continuing Directors then in office and is neither an Acquiring Person, an
Affiliate of an Acquiring Person, nor a representative or nominee of an
Acquiring Person or of any such Affiliate while such person is a member of
the Board of Directors.






	 	 	 	Notwithstanding the foregoing, a successor will not be deemed to be a Continuing Director
unless, immediately prior to his or her appointment or election, a majority of the members
of the Entire Board were Continuing Directors (and unless such majority is equal to the
same number as constituted a majority of the Entire Board immediately prior to the Change
of Control).
	 
	 	(g)	 	“Person” will mean any individual, firm, corporation or other entity, and will include
any “group” as that term is used in Rule 13d-5(b) of the Act.
	 
	 	(h)	 	“Restricted Date” will mean the date on which a Change of Control occurs.
	 
	 	(i)	 	“Restricted Period” will mean the period beginning on a Restricted Date and ending
on the fifth anniversary of such Restricted Date.
	 
	 	(j)	 	“Unrestricted Date” will mean the last day of a Restricted Period.
	 
	 	(k)	 	“Entire Board” will mean the total number of members of the Board of Directors that
there would be if there were no vacancies on such Board.






20










 




9.4.
Benefits Vested on Restricted Date. Effective on a Restricted Date, the balances
in the Deferred Compensation Accounts (including any contributions and investment earnings after
that date) of each Participant who is a Participant in the Plan on that date will become fully
vested and nonforfeitable.



9.5.
Prohibition Against Amendment. During the Restricted Period, the provisions of this
Section 9 may not be amended or deleted and may not be superseded by any other provision of the
Plan (including the provisions of any exhibit or supplement thereto).



IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized
officers on this 23 day of July, 2001.




	 	 	 	 	 
	 	 	Viewpoint
International, Inc.
	 	 	     (Name of Company)
	 
	 	 	 	 
	 

	 	By:
	 	
	 

	 	 	 	 
	 

	 	Its:
	 	






	 	 	 	 	 
	ATTEST:

	 	
 

	 	 
	Its:

	 	
 

	 	 







21









 





AMENDMENT TO THE

VIEWPOINT INTERNATIONAL, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN




     THIS AMENDMENT to the Viewpoint International, Inc. Nonqualified Deferred Compensation Plan is
adopted by Viewpoint International, Inc. (the “Company”), effective as of the date set forth
herein.



W I T N E S S E T H:




     WHEREAS, the Company maintains the Viewpoint International, Inc. Nonqualified Deferred
Compensation Plan (the “Plan”), and such Plan is currently in effect; and



     WHEREAS, the Company wishes to amend the Plan as permitted by Section 8 of the Plan.



     NOW, THEREFORE, the Company hereby amends the Plan as follows:



     1. Appendix A shall be added to the Plan in the form attached hereto.



     2. This amendment shall be effective immediately upon execution.



     IN WITNESS WHEREOF, the undersigned has adopted this Amendment effective as of the dates
indicated above.



	 	 	 	 	 	 	 	 	 
	 	 	VIEWPOINT
INTERNATIONAL, INC.
	 
	 	 	 	 	 	 	 	 
	Date:                                         	 	By	 		 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name
	 		 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title
	 		 	 
	 

	 	 	 	 	 	 	 	 

















 







APPENDIX A




SPECIAL RULES APPLICABLE TO 2003 SPECIAL CLOSING BONUSES



A1. Exclusion of Certain Bonuses. Notwithstanding any other provision of the plan to the
contrary, Compensation as defined in Section 1.4 of the Plan shall not include any bonus (a
“Closing Bonus”) payable to a Participant contingent on the consummation of the sale of the
Company pursuant to that certain Stock Purchase Agreement dated as of
April 26, 2003 by and among
the Oxford Industries, Inc., the Company, and the stockholders of the Company (the “sale”) and so
no deferral will be effective with respect to any such bonus except as otherwise expressly
provided in this Appendix A.



A2. Special Deferral Election. Participants who are notified that they may become
entitled to receive a Closing Bonus equal to or exceeding $250,000 (an “Eligible Bonus”) may make
a special Deferral Election (a “Special Election”) with
respect to any such Eligible Bonus in
accordance with the rules set forth below:





	 	(a)	 	The Special Election must be made in writing on the form prescribed by the Plan
Administrator for the purpose of such Special Election and must be delivered to the Plan
Administrator prior to the consummation of the Sale.
	 
	 	(b)	 	The Special Election is subject to the consummation of the Sale and the payment of an
Eligible Bonus.
	 
	 	(c)	 	The Special Election shall not be valid if the actual Closing Bonus paid to the participant
is than $250,000.
	 
	 	(d)	 	The Special Election is applicable solely to an Eligible Bonus and does not revoke or
modify any Deferral Election otherwise in effect under the Plan with respect to a
participant’s Compensation (including any other bonuses).
	 
	 	(e)	 	The Special Election is irrevocable.




A3. Special Deferral Amount. A Participant may elect to defer all or any portion (in a
whole percentage or dollar amount ) of an Eligible Bonus. The amount deferred by a Participant
shall be credited to the Participant’s Deffered Compensation Account at the same time and shall be
adjusted under Section 4.2 in the same manner as any other bonus under the Plan but shall be
accounted for separately from all other amounts credited to such Participant’s Account.



A4. Vesting in Special Deferral Amount. A Participant shall be fully vested in the
Participant’s Deferred Compensation Account attributable to the
Participant’s Special Election Pursuant to
this Appendix A.
















 




A5. Time and Method of Payment. Payment of a Participant’s Deferred Compensation
Account attributable to the Participant’s Special Election shall be made in accordance with one of
the following options elected by the Participant on the special election form provided to the
Participant pursuant to Section A2 above:





	 	(a)	 	A single lump sum payment made no sooner than January 1, 2005 and no later than May 3l, 2007.
	 
	 	(b)	 	Substantially equal annual installment payments commencing on any date elected by the Participant and ceasing no later than May 31, 2007.




Such
election is irrevocable and may not be modified at any time for any
reason.



A6. Other Plan Provisions Apply. The provisions of this Appendix A shall supercede all
inconsistent provisions of the Plan, provided that all other provisions of the Plan shall apply
with respect to a Participant and the Deferred Compensation Account attributable to the
Participant’s Special Election made in accordance with this Appendix A to the extent not
inconsistent with the provisions of this Appendix A as determined by the Plan Administrator in its
sole and absolute discretion.





- 3 -










 





AMENDMENT
TO THE VIEWPOINT INTERNATIONAL, INC. 
EXECUTIVE
DEFERRED COMPENSATION PLAN




     Pursuant to § 8 of the Viewpoint International, Inc. Executive Deferred Compensation plan
(the “PLAN”), Viewpoint International, Inc. (the
“Company”) hereby amends the Plan as follows:



1.




     Effective
as of January 1, 2005, Section 1.18 of the Plan shall be amended to read
as follows:




“The Plan Administrator means a committee of at least three (3) persons
appointed by the Company.”



2.




     Effective as of January 1, 2005, Section 3.1 of the Plan shall be amended to read
as follows:




“3.1
Eligibility and Participation. Subject to the conditions and limitations
of the Plan, the following persons are eligible to participate in the Plan: Any Employee
who is Employed by the Employer and who is determined by the Employer, in its sole
discretion, to be both (i) a member of a select group of management or highly compensated
employees and (ii) eligible to participate in the Plan. Any individuals specified by the
Employer may be changed by action of the Employer. An Employee shall become a Participant in
the Plan upon the execution and filing with the plan Administrator of a written election to
defer a portion of the Employee’s Compensation. A participant shall remain a Participant
until the entire balance of the Participant’s Deferred Compensation Account has been
distributed.”



3.




     Except as specifically set forth herein, the terms of the plan shall remain in full
force and effect.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on the date set
forth below.



	 	 	 	 	 
	 	VIEWPOINT INTERNATIONAL, INC.

 	 
	 	By:  		 
	 	Title: 	 
	 	Date:	 
	 














 





EXHIBIT D




TOMMY BAHAMA PLAN




SPECIAL RULES APPLICABLE TO 2005 COMPENSATION




     Notwithstanding any other provision of the Tommy Bahama Plan to the contrary, the provisions
of this Exhibit D shall supersede all inconsistent provisions of the Tommy Bahama Plan with respect
to amounts deferred in taxable years beginning after December 31, 2004 and before January 1, 2006
(and earnings on such amounts) and earnings in 2005 on deferrals made in taxable years before
January 1, 2005. All other provisions of the Tommy Bahama Plan shall apply with respect to such
deferrals to the extent not inconsistent with the provisions of this Exhibit D or Section 409A of
the Code, as determined by the Plan Administrator in its sole and absolute discretion. This
Exhibit D is intended to (a) satisfy the requirements of Section 409A(a)(2), (3) and (4) of the
Code for deferrals made after December 31, 2004 and before January 1, 2006 and (b) not constitute a
material modification of the Tommy Bahama Plan with respect to amounts deferred before January 1,
2005.



     1. Account(s). A separate bookkeeping account shall be established to account for
deferrals made in taxable years beginning after December 31, 2004 and before January 1, 2006 (and
any earnings on such deferrals) and earnings in 2005 on deferrals made in taxable years before
January 1, 2005. The portion of any Deferred Compensation Account that was not fully vested on
December 31, 2004 shall be treated as a deferral made in taxable years beginning after December 31,
2004.



     2. Deferral Elections. In no event may a Deferral Election be made later than the
last day of the Plan Year preceding the Plan Year in which the amount being deferred is earned by
the Participant, except that a Deferral Election with respect to Excess Contributions payable to
the Participant in 2005 may be made on or before December 31, 2004 in accordance with Q&A 21 of IRS
Notice 2005-1.



     3. Time and Method of Payment. In order for a termination of employment or
association with the Employers to qualify as a Distribution Event, the termination of employment or
association must qualify as a “separation from service” within the meaning of Section 409A of the
Code and the regulations thereunder. Section 5.1 of the Tommy Bahama Plan is amended to provide
that distributions shall be made in a single, lump sum payment and will commence on the first
regularly scheduled pay date that coincides with or immediately follows the first day of the
calendar month that is 6 months from the Participant’s Distribution Date.



     4. Disability or Death. If distribution is made as a result of the Participant’s
disability or death under Sections 5.2 or 5.3 of the Tommy Bahama Plan, distribution will commence
on the first regularly scheduled pay date that coincides with or immediately follows the first day
of the calendar quarter immediately following the quarter in which his or her disability or death
occurred.



     5. Unforeseeable Financial Emergency. The provisions of Sections 1.20, 3.2(c) and 5.5
of the Tommy Bahama Plan shall not apply, and Section 7.2(d) of the Plan shall apply as if
incorporated in the Tommy Bahama Plan.



     6. Delay of Payments Under Certain Circumstances. Section 7.2(e) of the Plan shall
apply as if incorporated in the Tommy Bahama Plan.



 









 





     7. Amendment and Termination. The provisions of Section 8 of the Tommy Bahama Plan
shall not apply, and Section 10.12 of the Plan shall apply as if incorporated in the Tommy Bahama
Plan.