exv10w5






EXHIBIT
10.5




2005 MOLEX SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(As Amended and Restated, Generally Effective as of January 1, 2008)




	 	 	 	 	 
	PLAN HISTORY
	PLAN ACTION	 	ADOPTED	 	EFFECTIVE
	Original
	 	July 29, 2005
	 	January 1, 2005
	Amended and Restated
	 	December 31, 2005
	 	January 1, 2005
	Amended and Restated
	 	March 31, 2006
	 	January 1, 2006
	Amended and Restated and Merger of 

The Molex Incorporated Supplemental 

Executive Retirement Plan into this
plan
	 	December 7, 2007
	 	January 1, 2008







 









 








2005 Molex Supplemental Executive Retirement Plan




	 	 	 	 	 
	Article 1. Establishment and Purposes
	 	 	1	 
	1.1 Establishment
	 	 	1	 
	1.2 Purposes
	 	 	1	 
	 
	 	 	 	 
	Article 2. Definitions
	 	 	2	 
	2.1 “2003 SERP”
	 	 	2	 
	2.2 “Account”
	 	 	2	 
	2.3 “Affiliate”
	 	 	2	 
	2.4 “Beneficiary”
	 	 	2	 
	2.5 “Code”
	 	 	2	 
	2.6 “Committee”
	 	 	2	 
	2.7 “Company”
	 	 	2	 
	2.8 “Disability”
	 	 	2	 
	2.9 “Distribution Date”
	 	 	3	 
	2.10 “Election Form(s)”
	 	 	3	 
	2.11 “Employer”
	 	 	3	 
	2.12 “ERISA”
	 	 	3	 
	2.13 “Forfeiture”
	 	 	3	 
	2.14 “Initial Eligibility Date”
	 	 	3	 
	2.15 “Investment Elections”
	 	 	3	 
	2.16 “Participant”
	 	 	3	 
	2.17 “Plan”
	 	 	3	 
	2.18 “Plan Year”
	 	 	3	 
	2.19 “Profit Sharing Plan”
	 	 	3	 
	2.20 “Separation from Service”
	 	 	3	 
	2.21 “Supplemental Company Contributions”
	 	 	4	 
	2.22 “Trust Agreement” or “Trust”
	 	 	4	 
	2.23 “Trustee”
	 	 	4	 
	2.24 “Unforeseeable Emergency”
	 	 	4	 
	2.25 “Vested Benefit”
	 	 	4	 
	 
	 	 	 	 
	Article 3. Eligibility and Participation
	 	 	4	 
	3.1 Eligibility
	 	 	4	 
	3.2 Notice of Eligibility
	 	 	5	 
	3.3 Right to Participation or Employment
	 	 	5	 
	3.4 Effect of Subsequent Ineligibility
	 	 	5	 
	 
	 	 	 	 
	Article 4. Company Contributions
	 	 	5	 
	4.1 Annual Company Contributions
	 	 	5	 
	4.2 Vesting
	 	 	5	 
	 
	 	 	 	 
	Article 5. Distribution of Benefits
	 	 	6	 
	5.1 Time of Distribution
	 	 	6	 
	5.2 Benefits Upon Separation From Service
	 	 	6	 






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	5.3 Benefits Upon Disability
	 	 	6	 
	5.4 Benefits Upon Death
	 	 	6	 
	5.5 Payment Forms
	 	 	7	 
	5.6 Changes to Time and Form of Payment
	 	 	7	 
	5.7 Unforeseeable Emergency
	 	 	8	 
	5.8 Source of Assets for Benefits
	 	 	8	 
	5.9 Forfeitures
	 	 	8	 
	5.10 Withholding of Taxes
	 	 	8	 
	 
	 	 	 	 
	Article 6. Individual Accounts
	 	 	9	 
	6.1 Participants’ Accounts
	 	 	9	 
	6.2 Earnings and Losses
	 	 	9	 
	6.3 Distributions
	 	 	9	 
	6.4 Participant Statements
	 	 	9	 
	 
	 	 	 	 
	Article 7. The Trust
	 	 	9	 
	7.1 Establishment of Irrevocable Trust
	 	 	9	 
	7.2 Trustee
	 	 	9	 
	7.3 Investment Funds
	 	 	9	 
	7.4 Investment Managers
	 	 	10	 
	7.5 Assets
	 	 	10	 
	7.6 Funding
	 	 	10	 
	 
	 	 	 	 
	Article 8. Investment Elections and Allocations
	 	 	10	 
	8.1 Investment Election
	 	 	10	 
	8.2 Change of Prior Election
	 	 	10	 
	8.3 Form of Election
	 	 	10	 
	8.4 Transfer of Funds
	 	 	10	 
	8.5 Allocating Distributions
	 	 	10	 
	 
	 	 	 	 
	Article 9. Beneficiary Designation
	 	 	11	 
	9.1 Designation of Beneficiary
	 	 	11	 
	9.2 Death of Beneficiary
	 	 	11	 
	9.3 Ineffective Designation
	 	 	11	 
	 
	 	 	 	 
	Article 10. Administration
	 	 	11	 
	10.1 The Committee
	 	 	11	 
	10.2 Authority of the Committee
	 	 	11	 
	10.3 Delegation of Committee Members’ Powers
	 	 	11	 
	10.4 Manner of Action of the Committee
	 	 	12	 
	10.5 Decisions Binding
	 	 	12	 
	10.6 Indemnification
	 	 	12	 
	10.7 Claims Procedures
	 	 	12	 
	 
	 	 	 	 
	Article 11. Amendment and Termination
	 	 	12	 
	11.1 Right to Terminate and Amend
	 	 	12	 






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	11.2 Notice of Termination
	 	 	12	 
	11.3 Effect of Termination
	 	 	12	 
	11.4 Limitations on Amendments
	 	 	12	 
	11.5 Merger, Consolidation, Reorganization, or Transfer
	 	 	13	 
	 
	 	 	 	 
	Article 12. Participation In And Withdrawal from the Plan By An Employer
	 	 	13	 
	12.1 Affiliate Participation in the Plan
	 	 	13	 
	12.2 Withdrawal from the Plan
	 	 	14	 
	 
	 	 	 	 
	Article 13. Miscellaneous
	 	 	14	 
	13.1 Costs of the Plan
	 	 	14	 
	13.2 Nontransferability
	 	 	14	 
	13.3 Successors
	 	 	14	 
	13.4 Severability
	 	 	14	 
	13.5 Applicable Law
	 	 	14	 
	13.6 Gender and Number
	 	 	14	 







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2005 MOLEX SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




(As Amended and Restated Generally Effective as of January 1, 2008)




     WHEREAS, Molex Incorporated, a Delaware corporation (the “Company”), established the 2005
Molex Supplemental Executive Retirement Plan effective as of January 1, 2005 (the “Plan”);



     WHEREAS, the Plan, prior to January 1, 2008, provided for both (1) employee voluntary
deferrals of salary and bonus, and (2) employer contributions for purposes of restoring benefits
lost by certain employees under the Molex Incorporated Profit Sharing and Retirement Plan (the
“Profit Sharing Plan”) as a result of limitations imposed under the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the
“Code”);



     WHEREAS, the Company has determined that for ease in administration, it is in the Company’s
best interest to spin-off, effective January 1, 2008, the portion of the Plan which provides for
employee voluntary deferrals of salary and bonus to a separate plan which will be called the “Molex
Executive Deferred Compensation Plan” and retain in this Plan solely the portion of the Plan that
represents an excess benefit pertaining to the Profit Sharing Plan;



     WHEREAS, the Company also maintains the Molex Incorporated Supplemental Executive Retirement
Plan, as amended (the “Old SERP”);



     WHEREAS, the terms and conditions of the Plan and the Old SERP relatively mirror each other
and operationally are intended to be administered in the same manner;



     WHEREAS, the Company, based on the advice of counsel, has determined that amending the Old
SERP for Code Section 409A will not adversely impact the participants in the Old SERP; and



     WHEREAS, to simplify administration of its excess benefit plans, the Company has determined
that it is in its best interest to merge the Old SERP into the Plan and create a single, combined
excess benefit plan.



     NOW, THEREFORE, in compliance with the foregoing, the Company amends and restates effective as
of January 1, 2008, except where otherwise specifically provided, this Plan, to provide as follows:



ARTICLE 1. ESTABLISHMENT AND PURPOSES




     1.1 Establishment. Although originally adopted on January 1, 2005, the Plan is hereby
amended and restated effective January 1, 2008. The Plan is a nonqualified retirement plan for key
employees as described herein and is intended to comply with the provisions of Code Section 409A
and any regulations issued thereunder.



     1.2 Purposes. The purposes of the Plan are as follows:




     (a) Restoration of Qualified Benefits. To restore the intended operation of
the Profit Sharing Plan for a select group of management or highly compensated employees of
an Employer by replacing benefits lost thereunder due to certain statutory restrictions.



1









 






     (b) Unfunded Plan. To be an unfunded plan maintained primarily to provide
benefits for a select group of management or highly compensated employees within the meaning
of §§201, 301, and 401 of ERISA, and therefore is further intended to be exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA.




     (c) Merger of the Old SERP and the Plan. To merge the Old SERP into this Plan
effective as of January 1, 2008 for purposes of creating a single, integrated, combined
excess benefit plan for administration purposes.



ARTICLE 2. DEFINITIONS




     Whenever used herein, the following terms shall have the respective meanings set forth below
and, when intended, such terms shall be capitalized:



     2.1 “Account” means the bookkeeping ledger established for each Participant for the
purpose of tracking:




     (a) Supplemental Company Contributions; and




     (b) the prior account balance, if any, valued as of December 31, 2007 and merged into
this Account from the Old SERP on January 1, 2008,



all adjusted periodically to reflect plus (or minus) any gains (or losses) accruing as a result of
Investment Elections.



     2.2 “Affiliate” means any corporation, organization, or entity which is under common
control with the Company or which is otherwise required to be aggregated with the Company pursuant
to paragraphs (b), (c), (m), or (o) of Code §414.



     2.3 “Beneficiary” means the person, trust, or other entity designated by the
Participant to receive benefits that may become payable hereunder upon his or her death pursuant to
Section 5.4 of the Plan.



     2.4
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and
the regulations and rulings issued thereunder. Reference to any section or subsection of the Code
includes reference to any comparable or succeeding provisions of any legislation that amends,
supplements or replaces that section or subsection.



     2.5 “Committee” means the Special Subcommittee of the Executive Committee of the
Company’s Board of Directors.



     2.6 “Company” means Molex Incorporated, a Delaware corporation.



     2.7 “Disability” means the Participant is:




     (a) unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to last for a continuous
period of not less than twelve (12) months; or




     (b) by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period



2









 







of not less than twelve (12) months, receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan of an Employer that then covers the
Participant.



     2.8 “Distribution Date” means the earlier to occur of:




     (a) in the case of Separation from Service other than for death or Disability, the date
specified in Section 5.2.




     (b) in the case of Disability, the date specified in Section 5.3;




     (c) in the case of death, the date specified in Section 5.4.



     2.9 “Election Form(s)” means the form(s) that the Participant must complete and return
to the Company in order to elect the form of distribution with respect to the Participant’s Account
under the Plan to be paid upon his/her relevant Distribution Date.



     2.10 “Employer” means the Company, and any corporation, organization or entity that
is an Affiliate and either adopts the Plan pursuant to Section 12.1 or continues the Plan as a
successor under Section 13.3.



     2.11 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, or any successor thereto.



     2.12 “Forfeiture” means the unvested portion (in accordance with Section 4.2) of a
Participant’s Account as of a participant’s Distribution Date.



     2.13 “Initial Eligibility Date” means, pursuant to Regulation Section
1.409A-2(a)(7)(iii), the first day of an eligible employee’s taxable year immediately following the
first year the Company accrues a benefit (i.e., credits a Supplemental Company Contribution to
his/her Account) for him/her under the Plan.



     2.14 “Investment Elections” shall have the same meaning as described in Section 8.1.



     2.15 “Old SERP” means the Molex Incorporated Supplemental Executive Retirement Plan
(As Amended and Restated Effective as of January 1, 2007).



     2.16 “Participant” means an employee of an Employer who has been approved for
eligibility by the Committee as provided in Article 3.



     2.17 “Plan” means the 2005 Molex Supplemental Executive Retirement Plan, as amended.



     2.18 “Plan Year” means the consecutive 12-month period beginning each January 1 and
ending December 31.



     2.19 “Profit Sharing Plan” means the Molex Incorporated Profit Sharing and Retirement
Plan, as amended, or any successor plan thereto.



     2.20 “Separation from Service” means the Participant’s termination of employment with
the Employer for any reason, including retirement, death, or Disability, or as otherwise provided



3









 







by the Department of Treasury or the Internal Revenue Service in regulations or other guidance
promulgated under Code §409A.



     2.21 “Supplemental Company Contributions” means, the excess, if any, of:




     (a) the benefit the Participant otherwise would have been entitled to have credited to
a separate account for his/her benefit under the Profit Sharing Plan for a given Plan Year
if such benefit was calculated without regard to the following:




	 	(i)	 	Code Section 415,
	 
	 	(ii)	 	Code Section 401(a)(17),
	 
	 	(iii)	 	Code Section 401(k)(3),
	 
	 	(iv)	 	Code Section 401(m)(2), and
	 
	 	(v)	 	Code Section 402(g), over






     (b) the actual benefit which the Participant is entitled to have credited to a separate
account for his/her benefit for such given Plan Year under the Profit Sharing Plan; PLUS




     (c) any other discretionary amounts, if any, contributed by an Employer to the
Participant’s Account.



     2.22 “Trust Agreement” or “Trust” means the trust agreement and the trust
established by the Company for the Plan.



     2.23 “Trustee” means the Trustee named in the Trust Agreement and any duly appointed
successor thereto.



     2.24 “Unforeseeable Emergency” means a severe financial hardship to a Participant
resulting from an illness or accident of the Participant, the Participant’s spouse, the
Participant’s beneficiary or a dependent (as defined in Code Section 152, without regard to section
152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty or other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant. Any distributions made on account of an Unforeseeable Emergency shall
be made pursuant to Section 5.7.



     2.25 “Vested Benefit” means the amount equal to the vested portion (in accordance
with Section 4.2) of a Participant’s Account at any time. All Vested Benefits shall be determined
by valuing the Participant’s Account as of the close of the business day immediately prior to the
Distribution Date.



ARTICLE 3. ELIGIBILITY AND PARTICIPATION




     3.1
Eligibility To be eligible to participate in the Plan for a given Plan Year, an
employee must be among a select group of management or highly compensated employees of an Employer,
and selected for participation by the Committee, such that the Plan qualifies for the “top hat”
exemption from most of the substantive requirements of Title I of ERISA, as described in



4









 







Section 1.2(b). Accordingly, the Committee may terminate the participation of any or all
Participants in order to achieve and maintain this intended result; provided, however, such
termination from participation shall not become effective until the first day of the next
succeeding Plan Year. The Committee shall have the sole discretion to determine eligibility
pursuant to the Plan. Notwithstanding the foregoing, an employee who was a participant in the Old
SERP on December 31, 2007, shall immediately become a Participant in this Plan as of January 1,
2008 when his/her prior account balance under the Old SERP is credited to his/her Account under
this Plan as of January 1, 2008.



     3.2 Notice of Eligibility. The Company shall notify eligible employees of their
eligibility to participate in the Plan. An eligible employee shall be treated as initially
eligible to participate in the Plan at his/her Initial Eligibility Date. Such eligible employee
must file an Election Form related to payment of his/her Account within thirty (30) days of his/her
Initial Eligibility Date. In the event such eligible employee does not file his/her Election Form
related to payment of his/her Account within thirty (30) days of his/her Initial Eligibility Date,
then such eligible employee’s initial Election Form shall be deemed to have elected the default
form of distribution under Section 5.5(a) which is a lump-sum distribution.



     3.3 Right to Participation or Employment. No employee shall have the right to be
selected to participate in this Plan or, having been so selected, to be selected to participate in
any future Plan Year. Further, nothing in the Plan shall interfere with or limit in any way the
right of an Employer to terminate any Participant’s employment at any time, nor confer upon any
Participant a right to continue in the employ of an Employer.



     3.4 Effect of Subsequent Ineligibility. In the event a Participant ceases to be
eligible for continued participation in the Plan for any reason, such individual shall become an
inactive Participant, retaining all the rights relating to previous Supplemental Company
Contributions as described under the Plan, until such time that such individual again is determined
by the Committee to be an active Participant or until Separation from Service.



ARTICLE 4. COMPANY CONTRIBUTIONS




     4.1 Annual Company Contributions. For each Plan Year, the Company shall make a
contribution, equal to the Supplemental Company Contribution for such Plan Year, to the Account of
each Participant, if applicable.



     4.2 Vesting. A Participant shall have a vested non-forfeitable interest in his or her
Account in accordance with the following:



          (a) General Rule. A Participant shall have a vested and non-forfeitable
interest in that portion of his/her Account in accordance with the 
     following schedule.



	 	 	 
	Years of Service	 	Vested Percentage
	less than 2

	 	0%
	2
	 	20%
	3
	 	40%
	4
	 	60%
	5
	 	80%
	6 or more
	 	100%






5









 






     (b) Accelerated Vesting. Notwithstanding paragraph (a) immediately above, a
Participant shall be fully vested and have a non-forfeitable interest in his/her entire
Account if:




	 	(i)	 	the Participant attains age 65 while still an employee;
	 
	 	(ii)	 	the Participant dies or suffers a Disability while an employee.






     (c) Transferred Employee. An Employee who is transferred to or from a
nonparticipating Affiliate shall be credited with service, for purposes of vesting, for all
of his employment with the Employer and any nonparticipating Affiliate, before and after
such transfer.



ARTICLE 5. DISTRIBUTION OF BENEFITS




     5.1 Time of Distribution. Unless specifically otherwise provided in this Article 5,
distribution of a Participant’s Supplemental Company Contribution with respect to a given Plan Year
shall commence no later than ninety (90) days following a Participant’s Distribution Date.
Notwithstanding any other provision of the Plan to the contrary, in no event shall the distribution
of any Supplemental Company Contribution with respect to a given Plan Year be accelerated to a time
earlier than which it would otherwise have been paid, whether by amendment of the Plan, exercise of
the Committee’s discretion, or otherwise, except as permitted by the Treasury Regulations issued or
other governmental guidance provided pursuant to Code §409A.



     5.2 Benefits Upon Separation From Service. A Participant who has Separated from
Service with an Employer other than on account of death or Disability shall receive payment of the
balance in his or her Supplemental Company Contribution with respect to a given Plan Year no later
than the tenth (10th) business day of the seventh calendar month following the
Participant’s Separation from Service, and such payment shall be made in the following form:




     (a) Separation from Service On or After Attaining Age 591/2. The Participant
shall receive payments in accordance with the elections on the Participant’s currently
effective Election Form(s);




     (b) Separation from Service Before Attaining Age 591/2. Notwithstanding any
election related to form on the Participant’s currently effective Election Form(s), the
Participant shall receive a single lump sum payment.



     5.3 Benefits Upon Disability. A Participant who has incurred a Disability shall
receive distribution of his or her Supplemental Company Contribution with respect to a given Plan
Year no later than ninety (90) days following the Committee determination of the Participant’s
Disability. The Committee shall have the sole discretionary authority to determine whether a
Participant has incurred a Disability. Payment or payments shall be made in the form or forms
elected by the Participant on the Participant’s currently effective Election Form(s).



     5.4 Benefits Upon Death. Notwithstanding any election related to form on the
Participant’s currently effective Deferral Form(s), upon a Participant’s death, the Committee shall
pay to the Participant’s Beneficiary a benefit equal to the remaining balance in the Participant’s
Account in a single lump sum payment. Payment shall be made no later than ninety (90) days
following the Participant’s death.



6









 





     5.5 Payment Forms. A Participant shall be able to elect his/her form of distribution
with respect to his/her Supplemental Company Contribution with respect to a given Plan Year in
accordance with rules established by the Committee. With respect to the first Election Form filed
after the Participant’s Initial Eligibility Date, the form of payment elected on that initial
Election Form shall remain in place for all subsequent Plan Year’s Supplemental Company
Contributions made to a Participant’s Account until such Participant files a new Election Form
electing a different form of payment prospectively to become effective as of the first day of the
immediately following Plan Year in which such new Election Form if filed. For clarification, any
subsequent Election Form shall not alter any prior Plan Year’s Supplemental Company Contributions
which are subject to a prior Election Form. In the event a Participant does not file an Election
Form specifying a form of distribution, then Participant shall be deemed to have elected the
default form of distribution which is a lump-sum distribution.




     (a) Default Form of Distribution. Unless a Participant otherwise elects in
accordance with paragraph (b) below, a Participant’s Supplemental Company Contribution with
respect to a given Plan Year shall be paid in a single lump sum.




     (b) Forms of Distribution. In lieu of a lump sum form of payment, a
Participant may elect to receive distribution of his/her Supplemental Company Contribution
with respect to a given Plan Year (adjusted by earnings/losses) in the form of substantially
equal annual installment payments upon the relevant Distribution Date. A Participant may
select the number of years within the options provided by the Committee in the Election Form
over which the Supplemental Company Contribution with respect to a given Plan Year is to be
paid, up to a maximum of five years. Such election shall be made on the Election Form
required by the Committee. During the payout period, earnings shall accrue on a
Participant’s Supplemental Company Contribution with respect to a given Plan Year in the
manner provided in Section 6.2. The amount of each installment payment shall be equal to
the balance remaining in the Participant’s Account related to such Supplemental Company
Contribution (adjusted by earnings/losses) with respect to a given Plan Year immediately
prior to each such payment, multiplied by a fraction, the numerator of which is one, and the
denominator of which is the number of installment payments remaining, with the last
installment consisting of the balance of the Participant’s vested Supplemental Company
Contribution (adjusted by earnings/losses) with respect to a given Plan Year, as liquidated
to completely settle the Supplemental Company Contribution (adjusted by earnings/losses)
owed with respect to a given Plan Year.



     5.6 Changes to Time and Form of Payment. Notwithstanding anything to the contrary in
this Article 5 or the Plan, the only Participants who are eligible to avail themselves of the
provisions of this Section 5.6 to file a subsequent Election Form relating to a previously-made
Supplemental Company Contribution for a given Plan Year are those Participants who were defaulted
to a lump sum form of distribution pursuant to Section 3.2 due to an inability to file an initial
Election Form within thirty (30) days of his/her Initial Eligibility Date.




     (a) Five (5) Year Rule. A Participant who has been defaulted to a lump sum
distribution under Section 3.2 may later change such defaulted election to installment
payments and may select the number of years within the options provided by the Committee in
the Election Form over which the Supplemental Company Contribution (adjusted by
earnings/losses) with respect to a given Plan Year is to be paid, up to a maximum of five
years; provided, the first installment payment shall be deferred to a date that is at least
five years after the date the lump sum distribution would otherwise have been made.



7









 






     (b) Twelve (12) Month Rule. Any such election changes shall be completed in
accordance with Committee rules, and shall not be effective unless made more than twelve
(12) months before the date payment would otherwise be made or begin to be made and
additionally, such change election shall not become effective for twelve (12) months after
such change election is filed with the Committee. Notwithstanding the foregoing, in
accordance with Code §409A, election changes that have the effect of accelerating the time
for payment shall be prohibited.



     5.7 Unforeseeable Emergency.




     (a) Request for Distribution. A Participant may request that all or a portion
of his or her vested Account balance be distributed at any time by submitting a written
request to the Committee demonstrating that he or she has suffered an Unforeseeable
Emergency, and that the distribution is necessary to alleviate the financial hardship
created by the Unforeseeable Emergency.




     (b) Committee Determination. The Committee shall have the sole discretionary
authority to determine whether a Participant has suffered an Unforeseeable Emergency.
Whether a Participant has suffered an Unforeseeable Emergency shall be determined based on
the relevant facts and circumstances of each case. In making such a determination, the
Committee shall take into account the extent that such Unforeseeable Emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise, or by liquidation
of the Participant’s assets (unless such liquidation itself would cause a severe financial
hardship).




     (c) Timing of Distribution. Upon the finding that the Participant has suffered
an Unforeseeable Emergency, the Committee shall distribute to the Participant in a lump sum
that portion of his or her Account necessary to satisfy the Unforeseeable Emergency, plus
taxes attributable thereto. Distributions made pursuant to this Section 5.7 shall be made
no later than ninety (90) days after the Committee has reviewed and approved the request.
Notwithstanding the foregoing, distributions due to Unforeseeable Emergencies shall only be
made in accordance with regulations promulgated by the Department of Treasury or other
guidance issued by the Internal Revenue Service under Code §409A.



     5.8 Source of Assets for Benefits. All Vested Benefits shall be paid first from the
Trust, to the extent assets exist in the Trust and then, as necessary, by the Employer from other
general assets.



     5.9 Forfeitures. Any Forfeitures triggered in a given Plan Year shall be allocated to
all Participants who received a Supplemental Company Contribution for that Plan Year in which the
Forfeiture occurred in the same manner as the Profit Sharing Plan.



     5.10 Withholding of Taxes. The Employer shall have the right to require Participants
to remit to the Employer an amount sufficient to satisfy Federal, state, and local tax withholding
requirements, or to deduct from all payments made pursuant to the Plan amounts sufficient to
satisfy such withholding requirements.



8









 





ARTICLE 6. INDIVIDUAL ACCOUNTS




     6.1 Participants’ Accounts. The Employer shall establish and maintain individual
Accounts for each Participant hereunder. The establishment and maintenance of Participants’
Accounts, however, shall not be construed as entitling any Participant to any specific assets of an
Employer. Supplemental Company Contributions for a given Plan Year shall be credited to a
Participant’s Account annually during the immediately following Plan Year after the relevant
computations have during completed under the Profit Sharing Plan.



     6.2 Earnings and Losses. Each Participant’s Supplemental Company Contributions for a
given Plan Year shall be credited with earnings (or losses) thereon daily or some less frequent
time period as agreed upon by the Committee and the Trustee. Such earnings (or losses) shall be
based upon the actual returns achieved pursuant to the Investment Elections of each Participant.



     6.3 Distributions. There shall be charged against each Participant’s Supplemental
Company Contributions for a given Plan Year any payments of Vested Benefits made to the Participant
or to a Participant’s Beneficiary and any Forfeitures associated therewith.



     6.4 Participant Statements. Statements that identify the Participant’s Account
balance shall be provided to Participants on a basis no less frequent than quarterly.



ARTICLE 7. THE TRUST




     7.1 Establishment of Irrevocable Trust. The Company has established an Irrevocable
Trust, governed by the Trust Agreement, (which shall be a grantor trust within the meaning of Code
§§671-678) with the Company as the grantor, for the benefit of Plan Participants and Beneficiaries
of Participants, as appropriate. The Trust shall receive and hold the Supplemental Company
Contributions, and earnings (or losses) thereon, and shall make the payments provided by the Plan.
The Trust fund shall be held and invested by the Trustee at the direction of the Committee and in
accordance with the Trust Agreement.



     7.2 Trustee. The Trust shall have an independent Trustee (such Trustee to have a
fiduciary duty to carry out the terms and conditions of this Plan) as selected by the Company, and
shall have restrictions as to the Company’s ability to amend the Trust or to cancel benefits
provided thereunder. Except to the extent that investments of the Trust fund are subject to the
direction of the Committee pursuant to Section 7.3, or to the direction of investment managers
appointed pursuant to Section 7.4, the Trustee shall have the sole and exclusive responsibility for
investing the Trust fund.



     7.3 Investment Funds. Except as provided in Section 7.4, the Trust shall consist of
two or more separate investment funds as selected from time to time by the Committee among which
Participants may elect to have their respective Accounts invested. Subject to the provision of
Section 7.4, the Committee shall have the authority to select and change the number of investment
funds available and to set the investment guidelines of each investment fund and to otherwise set
policy and establish the funding strategies utilized by the Trust, as the Committee may deem
appropriate. All or any portion of any investment fund may, on a temporary basis, be retained in
cash or invested in property other than that specified as the primary type of investment for such
investment fund. Any investment fund may be partially or entirely invested in any common or
commingled fund that is invested in property of the kind specified for such investment fund.



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     7.4 Investment Managers. The Committee may designate one or more investment managers
to control and manage (including the power to direct the acquisition and disposition of) the
investment funds and to make professional investment decisions or recommendations. The Committee
shall not be liable for any act or omission of such investment managers, except as required by law.



     7.5 Assets. Assets contained in the Trust shall at all times be specifically subject
to the claims of the Employer’s general creditors in the event of bankruptcy or insolvency; such
terms shall be specifically defined within the provisions of the Trust, along with a required
procedure for notifying the Trustee of any such bankruptcy or insolvency.



     7.6 Funding. The Employer shall contribute cash or cash equivalents to the Trust for
the benefit of Participants as soon as practicable after the amount of the Supplemental Company
Contribution is known for each respective Participant. The aggregate amount to be so contributed
by the Employer on a periodic basis to the Trust shall be equal to the aggregate Supplemental
Company Contribution of all Participants.



ARTICLE 8. INVESTMENT ELECTIONS AND ALLOCATIONS




     8.1 Investment Election. Subject to the provisions of Section 7.4, each Participant
shall make an Investment Election to invest his or her Account among the investment funds provided
for in Section 7.3 in any combination in multiples of one percent (1%). To the extent that a
Participant shall have made no election hereunder, such Participant’s Account shall be allocated to
the investment fund having investment guidelines that contemplate the least risk of loss of
principal as determined by the Committee. To the extent that a Participant makes no new election
provided for hereunder in accordance with this Section 8.1, the allocation of his or her Account
among the investment funds shall remain unchanged.



     8.2 Change of Prior Election. Subject to rules and procedures as the Committee may
establish, each Participant may change the allocation of his Account among the investment funds
provided for in Section 7.3 by making a new Investment Election. The Committee shall have the
authority and discretion to limit reallocation or trading practices that the Committee or an
Investment Manager determines to be abusive or adverse to the investment fund or to the interests
of other Plan participants.



     8.3 Form of Election. The Investment Elections shall be made in such form and in such
manner as the Committee shall prescribe.



     8.4 Transfer of Funds. When an amount or amounts must be transferred between
investment funds by reason of a Participant’s election hereunder, such amount shall be transferred
to one or more of the other investment funds pursuant to such election as soon as practical.



     8.5 Allocating Distributions. Any time a distribution (as defined in Section 6.3) of
part or all of the amount allocated to the Account of a Participant is made pursuant to this Plan,
a pro rata share of such distribution shall be made from each investment fund in which said Account
is invested.



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ARTICLE 9. BENEFICIARY DESIGNATION




     9.1 Designation of Beneficiary. Each Participant shall be entitled to designate a
Beneficiary or Beneficiaries who, upon the Participant’s death, shall receive the amounts that
otherwise would have been paid to the Participant under the Plan. All designations shall be signed
by the Participant, and shall be in a form prescribed by the Committee. The Participant may change
his or her designation of Beneficiary at any time, on a form prescribed by the Committee. The
filing of a new Beneficiary designation form by a Participant shall automatically revoke all prior
designations by that Participant. Notwithstanding the foregoing, such new Beneficiary designation
is not effective until received by the Committee during the Participant’s lifetime.



     9.2 Death of Beneficiary. In the event that all the Beneficiaries named by a
Participant, pursuant to Section 9.1 herein, predecease the Participant, the Supplemental Company
Contributions that would have been paid to the Participant shall be paid to the Participant’s
estate.



     9.3 Ineffective Designation. In the event the Participant does not designate a
Beneficiary, or for any reason such designation is ineffective in whole or in part, the
ineffectively designated amounts shall be paid to the Participant’s estate.



ARTICLE 10. ADMINISTRATION




     10.1 The Committee. This Plan shall be administered by the Committee in accordance
with any rules and regulations that the Committee shall establish from time to time, which are
consistent with the provisions of this Plan.



     10.2 Authority of the Committee. The Committee shall have full power to make any
determination that may be necessary or advisable for the Plan’s administration including, but not
limited to, the following:




     (a) select employees for participation in the Plan, including anyone who is a key
employee;




     (b) determine the amount of Supplemental Company Contributions, if any;




     (c) select and change from time to time the investment funds available;




     (d) construe and interpret the Plan and any agreement or instrument entered into
hereunder;




     (e) determine whether a Participant has incurred a Disability or suffered an
Unforeseeable Emergency; and




     (f) establish, amend, or waive rules and regulations for the Plan’s administration.



     10.3 Delegation of Committee Members’ Powers. A Committee member may delegate any or
all of his or her rights, powers, duties, and discretions to any other Committee member, with the
consent of the latter. The Committee may delegate any or all of its powers, rights, duties, and
discretions to an individual to act as “Administrator” who may, but need not be, a Committee member
or an employee of the Company. Such delegation and the acceptance thereof by such individual shall
be in writing and written notice of such delegation shall be given to the Company.



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To the extent the Committee has delegated its powers, rights, duties, and discretions to an
Administrator, the term “Committee” as used in this Plan shall include such Administrator.




     10.4 Manner of Action of the Committee. The Committee members may act by meeting, or
by writing signed without meeting, and may sign any document by signing one document or concurrent
documents.



     10.5 Decisions Binding. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons,
including the Employer, its owners, employees, Participants, and their estates and Beneficiaries.



     10.6 Indemnification. The Company shall indemnify and hold the members of the
Committee, its and their delegates and each Employer’s directors, officers, and employees harmless
from all claims, liabilities, and costs (including reasonable attorneys’ fees) arising out of the
good faith performance of their functions hereunder.



     10.7 Claims Procedures. Claims for benefits under the Plan shall be determined by the
Committee, which shall have the sole discretionary authority to interpret the Plan, to determine
factual matters under the Plan and to decide claims for benefits under the Plan. The claims
procedures used by the Committee under the Plan shall be the claims procedures set forth in the
Profit Sharing Plan for claims for benefits under the Profit Sharing Plan. Benefits shall be paid
under the Plan only if the Committee determines in its discretion that the claimant is entitled to
them.



ARTICLE 11. AMENDMENT AND TERMINATION




     11.1 Right to Terminate and Amend. The Committee hereby reserves the right to amend,
modify, and/or terminate the Plan at any time. While the Company contemplates carrying out the
provisions of the Plan indefinitely, the Company shall be under no obligation or liability to
maintain the Plan for any minimum or other amount of time.



     11.2 Notice of Termination. Upon any termination of the Plan in its entirety, the
Committee shall give written notice thereof to the Trustee and to each Participant.



     11.3 Effect of Termination. Except as provided by law, upon any termination of the
Plan, the Company shall thereafter be under no obligation, liability, or responsibility to make any
future contribution or other payment to the Trustee on behalf of any Participant or any other
person, trust, or fund for any purpose under or in connection with the Plan except as provided in
Section 13.1. Notwithstanding the foregoing, all other provisions of the Plan concerning the
investment of Accounts and distribution of benefits shall continue. No distributions of any
Account shall be made or accelerated on account of the termination of the Plan except as otherwise
permitted by §409A of the Code or regulations issued thereunder.



     11.4 Limitations on Amendments. The provisions of this Article 11 are subject to and
limited by the following restrictions:




     (a) No such amendment or termination shall in any manner adversely affect any
Participant’s rights to contributions previously made, or to Pay previously deferred, or
earnings thereon, without the consent of the Participant.



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     (b) The provisions of the Trust may only be amended or modified with the written
consent of both the Company and the Trustee.



     11.5 Merger, Consolidation, Reorganization, or Transfer.




     (a) General Rule. The merger, consolidation, or reorganization of the Company,
or the sale or transfer by it of all or substantially all of its assets shall not terminate
the Plan if there is delivery to the Company by the Company’s successor or by the purchaser
of all or substantially all of the Company’s assets, of a written instrument requesting that
the successor or purchaser be substituted for the Company and agreeing to perform all the
provisions hereof which the Company is required to perform. Upon the receipt of said
instrument, with the approval of the Company, the successor or the purchaser shall be
substituted for the Company herein, and the Company shall be relieved and released from any
obligations of any kind, character, or description herein or in any trust agreement imposed
upon it.




     (b) No Assumption of Plan by Company’s Successor. In the event that the Plan
is not assumed by the Company’s successor or by the purchaser of all or substantially all of
the Company’s assets in a merger, consolidation, reorganization or sale/transfer of the
Company, then notwithstanding anything to the contrary, the Company shall only be permitted
to freeze the Plan to new participants as of such transactional date but not terminate the
Plan as of such transactional date. Current Participants as of such transactional date who
are not yet fully vested in their Account pursuant to Section 4.2 shall be permitted to
continue vesting in their Account following such amendment to freeze as of the transactional
date. Notwithstanding Section 11.1, the Company shall not be permitted to terminate and
liquidate the Plan until all Participants have become fully vested under Section 4.2
following such transactional date.



ARTICLE 12. PARTICIPATION IN AND WITHDRAWAL

FROM THE PLAN BY AN EMPLOYER




     12.1 Affiliate Participation in the Plan. Any Affiliate which desires to become an
Employer hereunder may elect, with the consent of its board of directors, to become a party to the
Plan and Trust Agreement by adopting the Plan for the benefit of its eligible employees, effective
as of the date specified in such adoption:




     (a) by filing with the Company a certified copy of a resolution of its board of
directors to that effect, and such other information as the Company may require; and




     (b) by the Company’s filing with the then Trustee a copy of such resolution, together
with a certified copy of resolutions of the adopting organization’s board of directors
approving such adoption.


The adoption resolution may contain such specific changes and variations in Plan or Trust Agreement
terms and provisions applicable to such adopting Employer and its employees as may be acceptable to
the Company and the Trustee. However, the Company reserves the sole, exclusive right of any other
amendment of whatever kind or extent to the Plan or Trust Agreement. The Company may not amend
specific changes and variations in the Plan or Trust Agreement terms and provisions as adopted by
the Employer in its adoption resolution without the consent of such Employer. The adoption
resolution shall become, as to such adopting organization and its


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employees, a part of this Plan as then amended or thereafter amended and the related Trust
Agreement. It shall not be necessary for the adopting organization to sign or execute the original
or then amended Plan and Trust Agreement documents. The coverage date of the Plan for any such
adopting organization shall be that stated in the resolution or decision of adoption, and from and
after such effective date, such adopting organization shall assume all the rights, obligations, and
liabilities of an individual employer entity hereunder and under the Trust Agreement. The
administrative powers and control of the Company, as provided in the Plan and Trust Agreement,
including the sole right to amendment, and of appointment and removal of the Committee, the
Trustee, and their successors, shall not be diminished by reason of the participation of any such
adopting organization in the Plan and Trust Agreement.




     12.2 Withdrawal from the Plan. Any Employer, by action of its board of directors or
other governing authority, may withdraw from the Plan and Trust Agreement after giving 90 days’
notice to the Company, provided the Company consents to such withdrawal. The Company shall
thereafter be under no obligation, liability or responsibility to make any future contribution or
other payment to the Trustee on behalf of any employee or any other person with respect to such
Employer under the Plan. No distributions of any Account shall be made or accelerated on account
of the Employer’s withdrawal except as otherwise permitted by §409A of the Code or regulations
issued thereunder.



ARTICLE 13. MISCELLANEOUS




     13.1 Costs of the Plan. All costs of implementing and administering the Plan shall be
borne by the Employer.



     13.2 Nontransferability. Participants’ rights to their Accounts under the Plan may
not be sold, transferred, assigned, or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution. In no event shall the Employer make any payment under the
Plan to any assignee or creditor of a Participant or to any assignee or creditor of a Participant’s
Beneficiary.



     13.3 Successors. All obligations of the Employer under the Plan shall be binding upon
and inure to the benefit of any successor to the Employer, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Employer.



     13.4 Severability. In the event any provision of the Plan shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not
been included.



     13.5 Applicable Law. To the extent not preempted by federal law, the Plan shall be
governed by and construed in accordance with the laws of the state of Illinois.



     13.6 Gender and Number. Except when otherwise indicated by the context, any masculine
term used herein also shall include the feminine; the plural shall include the singular and the
singular shall include the plural.




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