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                                                                   EXHIBIT 10.15

                             PEGASUS SOLUTIONS, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN


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                                TABLE OF CONTENTS
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                                                                                         PAGE
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ARTICLE I PURPOSE .......................................................................   1

ARTICLE II DEFINITIONS, CONSTRUCTION, AND ADOPTION ......................................   1
         2.01       DEFINITIONS .........................................................   1
         2.02       CONSTRUCTION ........................................................   6
         2.03       ADOPTION BY OTHERS ..................................................   6

ARTICLE III PARTICIPATION AND SERVICE ...................................................   6
         3.01       PARTICIPATION .......................................................   6
         3.02       SERVICE .............................................................   7
         3.03       ELECTION TO PARTICIPATE IN SAVINGS
                    CONTRIBUTIONS .......................................................   7
         3.04       TRANSFER ............................................................   7

ARTICLE IV CONTRIBUTIONS ................................................................   8
         4.01       EMPLOYER CONTRIBUTIONS ..............................................   8
         4.02       KEY EMPLOYEE SAVINGS CONTRIBUTION AGREEMENT .........................   8
         4.03       DISPOSITION OF FORFEITURES ..........................................   9

ARTICLE V PARTICIPANTS' ACCOUNTS ........................................................   9
         5.01       INDIVIDUAL ACCOUNTS .................................................   9
         5.02       DEEMED INVESTMENT ACCOUNTS; PARTICIPANT DIRECTION ...................   9
         5.03       ACCOUNT ADJUSTMENTS .................................................  10

ARTICLE VI VESTING ......................................................................  11
         6.01       RETIREMENT, DEATH, DISABILITY OR A CHANGE OF CONTROL ................  11
         6.02       OTHER SEVERANCE FROM SERVICE ........................................  11
         6.03       COMPUTATION OF YEARS OF SERVICE FOR VESTING .........................  11
         6.04       DETERMINATION OF AMOUNT .............................................  12

ARTICLE VII BENEFICIARY .................................................................  12
         7.01       DESIGNATION OF BENEFICIARY ..........................................  12
         7.02       NO BENEFICIARY ......................................................  12

ARTICLE VIII NOTICES ....................................................................  13
         8.01       NOTICE TO COMPANY ...................................................  13
         8.02       RELIANCE UPON NOTICE ................................................  13

ARTICLE IX HARDSHIP WITHDRAWALS AND IN-SERVICE
                    WITHDRAWALS .........................................................  13
</Table>

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         9.01       HARDSHIP WITHDRAWALS ................................................  13
         9.02       INVOLUNTARY DISTRIBUTIONS ...........................................  13
         9.03       OTHER WITHDRAWALS AND LOANS .........................................  14

ARTICLE X METHODS OF PAYMENT ............................................................  14
         10.01      BENEFIT COMMENCEMENT DATE ...........................................  14
         10.02      FORM OF BENEFIT .....................................................  14
         10.03      COMPANY RESPONSIBILITY ..............................................  15

ARTICLE XI NATURE OF PLAN; FUNDING ......................................................  15
         11.01      NO TRUST REQUIRED ...................................................  15
         11.02      FUNDING OF OBLIGATION ...............................................  15

ARTICLE XII ADMINISTRATION ..............................................................  16
         12.01      APPOINTMENT OF ADMINISTRATIVE COMMITTEE .............................  16
         12.02      DUTIES OF ADMINISTRATIVE COMMITTEE; CHAIRMAN
                    AND SECRETARY .......................................................  16
         12.03      MEETINGS ............................................................  16
         12.04      INDEMNIFICATION OF ADMINISTRATIVE COMMITTEE
                    AND COMPENSATION COMMITTEE ..........................................  16
         12.05      UNCLAIMED BENEFITS ..................................................  17
         12.06      CLAIMS PROCEDURE ....................................................  17

ARTICLE XIII MISCELLANEOUS ..............................................................  18
         13.01      NONGUARANTEE OF EMPLOYMENT ..........................................  18
         13.02      NONALIENATION OF BENEFITS ...........................................  19
         13.03      NO PREFERENCE .......................................................  19
         13.04      INCOMPETENCE OF RECIPIENT ...........................................  19
         13.05      TEXAS LAW TO APPLY ..................................................  19

ARTICLE XIV AMENDMENTS OR TERMINATION OF PLAN ...........................................  19
</Table>


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                             PEGASUS SOLUTIONS, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN
                            (Effective July 1, 2002)


                                   ARTICLE I

                                     PURPOSE

         On this 28th day of February 2003, PEGASUS SOLUTIONS, INC., a
corporation organized and existing under the laws of the State of Delaware
(hereinafter, the "Company"), hereby adopts the PEGASUS SOLUTIONS, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN (hereinafter, the "Plan"), to be effective
as of July 1, 2002;

                                  WITNESSETH:

         WHEREAS, the Company wishes to promote in a select group of its
management or highly compensated employees and those of its affiliates the
strongest interest in the successful operation of the business and increased
efficiency in their work, to align the financial interests of such employees
with those of Company shareholders, to ensure competitive pay and benefits for
those individuals and to provide an opportunity for accumulation of funds for
their retirement; and

         WHEREAS, it is intended that the Plan be "unfunded" for purposes of the
Employee Retirement Income Security Act of 1974, as amended (hereinafter,
"ERISA") and not be construed to provide income to any participant or
beneficiary under the Internal Revenue Code of 1986, as amended (hereinafter,
the "Code") prior to actual receipt of benefits hereunder;

         NOW, THEREFORE, the Company hereby agrees as follows:

                                   ARTICLE II

                     DEFINITIONS, CONSTRUCTION, AND ADOPTION

2.01              Definitions.

                  The following words and phrases, when used herein, unless
                  their context clearly indicates otherwise, shall have the
                  following respective meanings:

                  (a)      ACCOUNT: The bookkeeping account established for each
                           Participant pursuant to Section 5.01 which may
                           include a Savings Contribution Account, a Restoration
                           Contribution Account, an Employer Contribution
                           Account, a Supplemental Contribution Account, and a
                           Discretionary Contribution Account, if any, and
                           deemed Income thereon.


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                  (b)      ADMINISTRATIVE COMMITTEE: The Compensation and
                           Benefits Administrative Committee of the Company;
                           provided, however, that during any period the
                           Administrative Committee is not constituted, the term
                           shall mean the Compensation Committee.

                  (c)      AFFILIATE: Any corporation which is included within a
                           controlled group of corporations (as defined in
                           Section 414(b) of the Code) which includes an
                           Employer; any trade or business, whether or not
                           incorporated, which is under common control (as
                           defined in Section 414(c) of the Code) with an
                           Employer; any organization, whether or not
                           incorporated, which is a member of an affiliated
                           service group (as defined in Section 414(m) of the
                           Code) which includes an Employer; and any other
                           entity required to be aggregated with an Employer
                           pursuant to regulations under Section 414(o) of the
                           Code.

                  (d)      BENEFICIARY: A person or entity, either in an
                           individual or fiduciary capacity, designated by a
                           Participant in accordance with the provisions of
                           Section 7.01 to receive any death benefit which shall
                           be payable under this Plan.

                  (e)      CHANGE OF CONTROL: The occurrence of any one of the
                           following events:

                           (i)      An acquisition of any voting securities of
                                    the Company (the "Voting Securities") by any
                                    "Person" (as the term person is used for
                                    purposes of Section 12(d) or 13(d) of the
                                    Securities Exchange Act of 1934, as amended
                                    (the "Exchange Act")) other than any parent,
                                    subsidiary or affiliate of the Company
                                    immediately after which such Person has
                                    "Beneficial Ownership" (within the meaning
                                    of Rule 13d-3 promulgated under the Exchange
                                    Act) of more than fifty percent (50%) of the
                                    combined voting power of the Company's then
                                    outstanding voting securities; provided,
                                    however, in determining whether a Change of
                                    Control has occurred, Voting Securities
                                    which are acquired in a Non-Control
                                    Acquisition (as hereinafter defined) shall
                                    not constitute an acquisition which would
                                    cause a Change of Control. A "Non-Control
                                    Acquisition" shall mean an acquisition by
                                    (A) an employee benefit plan (or a trust
                                    forming a part thereof) maintained by (1)
                                    the Company or (2) any corporation or other
                                    Person of which a majority of its voting
                                    power or its voting equity securities or
                                    equity interest is owned, directly or
                                    indirectly, by the Company (for purposes of
                                    this definition, a "Subsidiary") or (B) the
                                    Company or its Subsidiaries;

                           (ii)     The individuals who, as of the effective
                                    date of the amendment and restatement of the
                                    Plan, are members of the Board (the
                                    "Incumbent Board") cease for any reason to
                                    constitute at least one half (1/2) of the
                                    members of the Board; provided, however,
                                    that if the election,

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                                    or nomination for election of any new
                                    director was approved by a vote of the
                                    members of the Board as provided by the
                                    Company's Bylaws, such new director shall,
                                    for purposes of this Agreement, be
                                    considered as a member of the Incumbent
                                    Board; provided, however, that no individual
                                    shall be considered a member of the
                                    Incumbent Board if such individual initially
                                    assumed office as a result of either an
                                    actual or threatened "Election Contest" (as
                                    described in Rule 14a-11 promulgated under
                                    the Exchange Act) or other actual or
                                    threatened solicitation of proxies or
                                    consents by or on behalf of a Person other
                                    than the Board (a "Proxy Contest") including
                                    by reason of any agreement intended to avoid
                                    or settle any Election Contest or Proxy
                                    Contest; or

                           (iii)    A complete liquidation or dissolution of the
                                    Company, or

                           (iv)     The sale or other disposition of all or
                                    substantially all of the assets of the
                                    Company to any Person (other than a transfer
                                    to a Subsidiary or a parent in a Non-Control
                                    Acquisition).

                  (f)      COMPANY: PEGASUS SOLUTIONS, INC., a corporation
                           organized and existing under the laws of the State of
                           Delaware, or its successor or successors.

                  (g)      COMPENSATION: The Participant's earned income,
                           salary, bonus and other remuneration from the
                           Employer, including Savings Contributions and
                           contributions to the 401(k) Plan or a cafeteria plan
                           pursuant to section 125 of the Code, but excluding
                           amounts realized from the exercise of a non-qualified
                           stock option or when restricted stock or property
                           held by the Participant either becomes freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture under section 83 of the Code,
                           "gross-up" payments of any kind, reimbursements or
                           other expense allowances, and moving expenses, as
                           determined in the discretion of the Compensation
                           Committee. Notwithstanding the foregoing,
                           Compensation shall also include severance pay under
                           the terms of an Employment Agreement during the
                           period described thereunder.

                  (h)      COMPENSATION COMMITTEE: The Compensation Committee of
                           the Board of Directors; provided, however, that
                           during any period the Compensation Committee is not
                           constituted, the term shall mean the Board of
                           Directors of the Company.


                  (i)      DISABILITY or DISABLED:

                           (i)      A mental or physical disability, either
                                    occupational or non occupational in cause,
                                    which satisfies the definition of
                                    "disability"


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                                    (or any corresponding term) as set forth in
                                    the Employment Agreement; or

                           (ii)     If there is no Employment Agreement or if
                                    the Employment Agreement has no such defined
                                    term or concept, a mental or physical
                                    disability, either occupational or
                                    non-occupational in cause, which satisfies
                                    the definition of "disability" (or any
                                    corresponding term) as set forth in the
                                    principal long-term disability policy or
                                    plan provided by the Company then covering
                                    the Participant; or

                           (iii)    If there is no such policy then covering the
                                    Participant, a mental or physical disability
                                    which, as determined by the Administrative
                                    Committee in good faith upon receipt of and
                                    in reliance on sufficient competent medical
                                    advice from one or more individuals selected
                                    by the Administrative Committee who are
                                    qualified to give professional medical
                                    advice, impairs or is expected to impair the
                                    Participant's ability to substantially
                                    perform the Participant's duties as an
                                    Employee of the Company for a period of at
                                    least ninety (90) consecutive days.

                  (j)      DISCRETIONARY CONTRIBUTION: An amount, if any,
                           credited by an Employer for the Plan Year to a
                           Participant pursuant to Section 4.01(e) hereof.

                  (k)      EFFECTIVE DATE: The original Effective Date is
                           July 1, 2002.

                  (l)      EMPLOYEE: An individual on the payroll of an Employer
                           whose wages from the Employer are subject to
                           withholding for purposes of Federal income taxes and
                           for purposes of the Federal Insurance Contributions
                           Act or any individual designated by the Compensation
                           Committee as an Employee for purposes of the Plan.

                  (m)      EMPLOYER or PARTICIPATING EMPLOYER: PEGASUS
                           SOLUTIONS, INC. and any other Affiliate of the
                           Company which employs a Key Employee.

                  (n)      EMPLOYER CONTRIBUTION: An amount credited by an
                           Employer for the Plan Year to a Participant pursuant
                           to Section 4.01(c) hereof.

                  (o)      EMPLOYMENT AGREEMENT: A written employment agreement
                           in effect between the Company and a Participant.

                  (p)      EMPLOYMENT COMMENCEMENT DATE: The first date on which
                           an Employee completes an hour of Service.

                  (q)      ENTRY DATE: The first day of each calendar month.


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                  (r)      401(k) PLAN: THE PEGASUS SOLUTIONS, INC. 401(k)
                           SAVINGS PLAN, as amended or restated from time to
                           time.

                  (s)      INCOME: The deemed net gain or loss of the
                           bookkeeping accounts maintained for all Participants
                           and former Participants from deemed investments, as
                           further described in Section 5.03(a) hereof.

                  (t)      KEY EMPLOYEE: Any Employee who is designated by the
                           Compensation Committee as eligible to participate in
                           this Plan.

                  (u)      PARTICIPANT: A Key Employee participating in the Plan
                           in accordance with the provisions of Article III.

                  (v)      PARTICIPATION: The period commencing on the date on
                           which an Employee becomes a Participant and ending on
                           the date on which the Employee incurs a Severance
                           from Service or is no longer designated as a Key
                           Employee.

                  (w)      PLAN: PEGASUS SOLUTIONS, INC. EXECUTIVE DEFERRED
                           COMPENSATION PLAN, the Plan set forth herein, as
                           amended from time to time.

                  (x)      RE-EMPLOYMENT COMMENCEMENT DATE: The first date on
                           which an Employee completes an hour of Service upon
                           his return to the employment of an Employer after a
                           Severance from Service.

                  (y)      RESTORATION CONTRIBUTION: Any amount credited by an
                           Employer for the Plan Year to a Participant pursuant
                           to Section 4.01(b) hereof.

                  (z)      RETIREMENT: A Participant's or former Participant's
                           termination of employment on or after attaining
                           age 60.

                  (aa)     SAVINGS CONTRIBUTION: An amount credited by an
                           Employer for the Plan Year to a Participant pursuant
                           to Section 4.01(a) hereof.

                  (bb)     SERVICE: A Participant's Service shall include his
                           period of employment with an Employer or any
                           Affiliate determined in accordance with Section 3.02,
                           and shall include any period during which he is
                           receiving severance benefits under an Employment
                           Agreement.

                  (cc)     SEVERANCE FROM SERVICE: With respect to an Employee,
                           the earlier of (i) the date on which he terminates
                           his employment with the Employer or, if a
                           Participant's Employment Agreement entitles him or
                           her to continued benefits under the Plan after
                           termination of employment, the last day of the month
                           in which his or her continued benefits cease, or (ii)
                           the date of his Retirement, Disability or death;
                           provided, however, that a


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                           Severance from Service shall not be deemed to occur
                           upon a transfer between Employers or Affiliates.

                  (dd)     SUPPLEMENTAL CONTRIBUTION: An amount credited by an
                           Employer for the Plan Year to a Participant pursuant
                           to Section 4.01(d) hereof.

                  (ee)     TRUST: The trust, if any, established by the Company
                           in accordance with the provisions of Article XI.

                  (ff)     VALUATION DATE: Each business day.

                  (gg)     YEAR or PLAN YEAR: The 12-month period beginning on
                           each January 1st and ending on December 31st of each
                           calendar year.

                  (hh)     YEAR OF SERVICE. As defined in Section 3.02 hereof.

2.02              Construction.

                  The masculine gender, where appearing in the Plan, shall be
                  deemed to include the feminine gender, unless the context
                  clearly indicates to the contrary. The words "hereof,"
                  "herein," "hereunder" and other similar compounds of the word
                  "here" shall mean and refer to the entire Plan and not to any
                  particular provision or Section.

2.03              Adoption by Others.

                  Any Affiliate of the Company which employs a Key Employee is
                  automatically an Employer under the Plan. Any Affiliate of the
                  Company may adopt this Plan and thereby become an Employer;
                  provided, however, that the Board of Directors of the Company
                  approves such adoption; provided, further, that the
                  administrative powers and control of the Company as provided
                  herein shall not be deemed diminished under the Plan by reason
                  of the adoption of the Plan by any other Employer, and such
                  administrative powers and control granted in Section 12.01
                  hereunder with respect to the appointment of the
                  Administrative Committee and other matters shall apply only
                  with respect to the Company and not to any other Employer.

                                  ARTICLE III

                            PARTICIPATION AND SERVICE

3.01              Participation.

                  A Key Employee shall become a Participant in the Plan on one
                  of the following dates, provided that, prior to such date, he
                  shall first have undertaken the actions specified in Section
                  3.03 hereof:


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                  (a)      In the case of an individual classified as a Key
                           Employee prior to the Effective Date, on the
                           Effective Date, or if he shall not have elected to
                           participate prior to the Effective Date but elects
                           to participate within thirty (30) days thereafter,
                           then on the first Entry Date following the Effective
                           Date; or

                  (b)      In the case of an individual classified as a Key
                           Employee on or after the Effective Date, on the first
                           Entry Date immediately following such individual's
                           classification.

                  In the event that a Participant shall cease to qualify as a
                  Key Employee, his Participation shall thereupon cease but he
                  shall continue to accrue Service hereunder during the period
                  of his continued employment with the Employer or any
                  Affiliate. Notwithstanding the foregoing, a Participant shall
                  continue to participate in the Plan pursuant to the terms of
                  an Employment Agreement, where applicable.

3.02              Service.

                  The amount of benefit payable to or on behalf of a Participant
                  shall be determined on the basis of his Years of Service. A
                  Year of Service shall mean the period of time, computed to the
                  nearest completed month, commencing on the Participant's
                  Employment Commencement Date and ending on the Participant's
                  Severance from Service. Notwithstanding the preceding
                  sentence, the Compensation Committee may, in its discretion,
                  credit a Participant with additional full or partial Years of
                  Service.

3.03              Election to Participate in Savings Contributions.

                  A Key Employee otherwise eligible to participate pursuant to
                  Section 3.01, may, after having received a written explanation
                  of the terms of, and the benefits provided under, the Plan,
                  elect to participate in such Plan on such form or forms as the
                  Administrative Committee may provide and may execute a Savings
                  Contribution agreement described in Section 4.02 hereof, in
                  order to have a Savings Contribution made on his behalf to the
                  Plan. Such election to participate and execution of a Savings
                  Contribution agreement shall be effected by a newly eligible
                  Participant, no later than thirty (30) days following his
                  becoming eligible to participate in the Plan, and by all other
                  Participants with respect to elections to defer Compensation
                  earned during a Year, on or prior to December 31 of the Year
                  preceding such Year. Notwithstanding the foregoing, a Key
                  Employee who has not elected to have Savings Contributions
                  made on his behalf to the Plan shall continue to participate
                  in the Plan and be eligible to have other contributions made
                  to the Plan on his behalf, including Restoration
                  Contributions, Employer Contributions, Supplemental
                  Contributions and Discretionary Contributions, if any.

3.04              Transfer.


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                  An Employee who is transferred between Participating Employers
                  shall be eligible for participation and benefits as in the
                  absence of such transfer.

                                   ARTICLE IV

                                  CONTRIBUTIONS

4.01              Employer Contributions.

                  The Employer shall credit Key Employee accounts in accordance
                  with the following:

                  (a)      Savings Contribution -- For each Year, the Employer
                           shall credit the Savings Contribution Account of each
                           of its Key Employees with an amount agreed to be
                           credited by such Employer pursuant to a Savings
                           Contribution agreement under Section 4.02 entered
                           into between the Employer and the Key Employee for
                           such Year.

                  (b)      Restoration Contribution -- For each Year, the
                           Employer shall credit each Key Employee with a
                           Restoration Contribution equal to the Participant's
                           Compensation multiplied by the Company's maximum
                           potential matching contribution percentage for the
                           401(k) Plan, reduced by the actual matching
                           contribution made for the Participant under the
                           401(k) Plan for the Year, if any.

                  (c)      Employer Contribution -- For each Year, the Employer
                           shall credit each Key Employee with an Employer
                           Contribution equal to one per cent (1%) of
                           Compensation multiplied by Years of Service
                           determined as of the end of such Year (not to exceed
                           twenty-five percent (25%) of Compensation).
                           Notwithstanding the foregoing, for the year 2002,
                           only Compensation during the period from July 1, 2002
                           to December 31, 2002 shall be considered for purposes
                           of the Employer Contribution.

                  (d)      Supplemental Contribution: -- For the year 2003, the
                           Employer shall credit each Key Employee with a
                           Supplemental Contribution equal to $10,000 multiplied
                           by the Key Employee's Years of Service determined as
                           of December 31, 2002. For each subsequent Year
                           through and including 2006, the Employer shall credit
                           each Key Employee with a Supplemental Contribution
                           equal to $5,000 multiplied by Years of Service
                           determined as of the end of the preceding Year.

                  (e)      Discretionary Contribution: -- In addition to the
                           contributions described above, the Employer may
                           credit the Discretionary Contribution Account of any
                           one or more Participants with such additional amounts
                           as determined in the sole discretion of the
                           Compensation Committee.

4.02              Key Employee Savings Contribution Agreement.


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                  Prior to commencement of Participation hereunder, a Key
                  Employee shall have entered into a Savings Contribution
                  agreement with his Employer. The terms of such agreement shall
                  provide that the Participant agrees to accept a reduction in
                  his Compensation from the Employer equal to any whole
                  percentage. A Participant may defer up to one hundred percent
                  (100%) of Compensation. In consideration of such agreement,
                  the Employer will credit the Key Employee's Savings
                  Contribution Account for each Year with an amount equal to the
                  total amount by which the Key Employee's Compensation from the
                  Employer was reduced during the Year pursuant to the
                  agreement.

                  Savings Contribution agreements shall remain in effect until
                  terminated or amended by the Participant in accordance with
                  the procedures set forth herein. Any amendment or termination
                  of an agreement shall not be effective until January 1
                  following the year in which an election so to amend or
                  terminate is executed by the Participant, provided that such
                  election is made on or prior to December 31. If a Participant
                  terminates his agreement as provided above, then he may elect
                  to enter into another agreement to be effective as of January
                  1 following his execution of a new agreement provided that
                  such election is made on or prior to December 31.

4.03              Disposition of Forfeitures.

                  If, upon a Severance from Service, a Participant is not one
                  hundred percent (100%) vested in his Restoration Contribution
                  Account or his Discretionary Contribution Account, if any,
                  then as of the end of the Year in which his Severance from
                  Service occurs, the forfeitures from such Accounts shall be
                  retained by the Company or used to reduce future contributions
                  under the Plan, if any.

                                   ARTICLE V

                             PARTICIPANTS' ACCOUNTS

5.01              Individual Accounts.

                  The Administrative Committee shall create and maintain
                  adequate records in the form of bookkeeping entries to
                  disclose the interest hereunder of each Participant, former
                  Participant and Beneficiary. Such bookkeeping entries shall be
                  in the form of individual accounts and credits and charges
                  shall be made to such accounts in the manner herein described.
                  When appropriate, a Participant shall have a Savings
                  Contribution Account, a Restoration Contribution Account, an
                  Employer Contribution Account, a Supplemental Contribution
                  Account, and a Discretionary Contribution Account, if any.

5.02              Deemed Investment Accounts; Participant Direction.


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                  The Administrative Committee shall designate a selection of
                  investment funds (hereinafter, the "Funds") in which each
                  Participant's bookkeeping Account may be deemed to be invested
                  under the Plan.

                  Each Participant or former Participant may direct that the
                  investment of his bookkeeping account will be deemed to be
                  made in any one or more of the Funds. Notwithstanding the
                  foregoing, the Company is under no obligation to acquire or
                  provide any investment funds, and the Plan will be unfunded as
                  provided at Section 11.01 hereof.

5.03              Account Adjustments.

                  The accounts of Participants, former Participants and
                  Beneficiaries shall be adjusted in accordance with the
                  following:

                  (a)      Income -- As frequently as daily, the Income
                           allocable to each of the Funds shall, as a
                           bookkeeping entry, be allocated and credited to the
                           bookkeeping accounts of Participants, former
                           Participants and Beneficiaries who had balances in
                           their accounts on such date that are deemed invested
                           in such Funds in accordance with Participant
                           direction.

                  (b)      Savings Contributions -- The amount credited pursuant
                           to Section 4.01(a) hereof for a Year shall be
                           credited to the Participant's Savings Contribution
                           Account as soon as practicable following the
                           Participant's reduction of his Compensation.

                  (c)      Restoration Contributions -- As soon as practicable
                           each Year or in the Year following the Year for which
                           the Restoration Contributions are made, or in a
                           combination of both Years, the amounts credited
                           pursuant to Section 4.01(b) hereof shall be credited
                           to the Restoration Contribution Accounts of
                           Participants. A Participant who incurs a Severance
                           from Service during the Year shall receive a pro rata
                           allocation of Restoration Contributions, based on the
                           number of completed months of Service for the Year.

                  (d)      Employer Contributions -- As soon as practicable each
                           Year or in the Year following the Year for which the
                           Employer Contributions are made, or in a combination
                           of both Years, the amounts credited pursuant to
                           Section 4.01(c) hereof shall be credited to the
                           Employer Contribution Accounts of Participants. A
                           Participant who incurs a Severance from Service
                           during the Year shall receive a pro rata allocation
                           of Employer Contributions, based on the number of
                           completed months of Service for the Year.

                  (e)      Supplemental Contributions -- As soon as practicable
                           each Year, the amounts credited pursuant to Section
                           4.01(d) hereof shall be credited to the Supplemental
                           Contribution Accounts of Participants.


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                  (f)      Discretionary Contributions -- As soon as practicable
                           each Year, the amounts credited pursuant to Section
                           4.01(e) hereof, if any, shall be credited to the
                           Discretionary Contribution Accounts of Participants
                           who have met the requirements to share in the
                           allocation as determined by the Compensation
                           Committee.

                                   ARTICLE VI

                                     VESTING

6.01              Retirement, Death, Disability or a Change of Control. Upon the
                  first to occur of a Participant's or former Participant's
                  Retirement, death, Disability or a Change of Control, such
                  Participant or former Participant, or his Beneficiary, as the
                  case may be, shall be fully vested in and entitled to the
                  total amount credited to his Accounts.

6.02              Other Severance From Service. If a Participant's or former
                  Participant's termination of employment is for any reason
                  other than Retirement, death or Disability, such Participant
                  or former Participant, or his Beneficiary, as the case may be,
                  shall be vested in and entitled to his entire Savings
                  Contribution Account, Employer Contribution Account and
                  Supplemental Contribution Account, and his "vested percentage"
                  at the date of the Severance from Service of the total amount
                  credited to his Restoration Contribution Account and his
                  Discretionary Contribution Account, if any. Such "vested
                  percentage" shall be determined in accordance with the
                  following schedule:

<Table>
<Caption>
                           Years of              Vested         Forfeited
                           Service               Percentage     Percentage
                           -------               ----------     ----------
<S>                        <C>                   <C>            <C>
                           Less than 1                0%           100%
                           1 but less than 2         34%            66%
                           2 but less than 3         67%            33%
                           3 or more                100%             0%
</Table>


6.03              Computation of Years of Service for Vesting.

                  (a)      General. For purposes of computing a Participant's or
                           former Participant's vested percentage, each
                           Participant or former Participant shall be credited
                           with all Service to which he is entitled pursuant to
                           Section 3.02.

                  (b)      Forfeitures. Upon a Participant's or former
                           Participant's termination of employment for any
                           reason other than Retirement, death, or Disability,
                           he shall immediately forfeit that portion of his
                           Account to which he is not entitled under Section
                           6.02.


                                      -11-
<PAGE>

6.04              Determination of Amount. For purposes of Sections 6.01 and
                  6.02, the amount credited to the Account of a Participant on
                  the books of the Company shall be determined by the
                  Administrative Committee as of the Valuation Date immediately
                  preceding the day on which benefit payment is made. The
                  Administrative Committee shall certify to the Corporate
                  Controller of the Company the total amount of the allocations
                  to the credit of the Participant on the books of the Company,
                  and shall determine whether the payment of the amount credited
                  to the Participant's accounts under the Plan is to be paid
                  directly by the Company, from the Trust, or by a combination
                  of such sources (except to the extent the provisions of the
                  Trust specify payment from the Trust). The payment of such
                  amount shall be made in the manner provided under Article X.

                                  ARTICLE VII

                                   BENEFICIARY

7.01              Designation of Beneficiary. Each Participant or former
                  Participant from time to time may designate any person or
                  persons (who may be designated contingently or successively),
                  as his Beneficiary or Beneficiaries to whom any remaining
                  amounts standing to the credit of the Participant or former
                  Participant in his accounts are to be paid if he dies before
                  payment of all such amounts. Each Beneficiary designation
                  shall be in the form prescribed by the Administrative
                  Committee and will be effective only when filed with the
                  Administrative Committee during the Participant's or former
                  Participant's lifetime. Each Beneficiary designation filed
                  with the Administrative Committee will cancel all Beneficiary
                  designations previously filed with the Administrative
                  Committee.

7.02              No Beneficiary. If any Participant or former Participant fails
                  to designate a Beneficiary in the manner provided above; or if
                  the Beneficiary designated by a Participant or former
                  Participant dies before him and the Participant or former
                  Participant fails to designate a new Beneficiary, or if the
                  Beneficiary designated by a deceased Participant or former
                  Participant dies before complete distribution of the deceased
                  Participant's or former Participant's benefit, the
                  Administrative Committee shall direct that such Participant's
                  or former Participant's accounts be paid as follows, with such
                  payment to be made at the time and in the manner specified in
                  Section 10.02 hereof:

                  (a)      To the surviving spouse of such Participant or former
                           Participant;

                  (b)      To the surviving children, and the descendants of any
                           deceased child, per stirpes, of the Participant or
                           former Participant;

                  (c)      To the Participant's surviving brothers and sisters;
                           or

                  (d)      To the Participant's personal representative
                           (executor or administrator).


                                      -12-
<PAGE>


                                  ARTICLE VIII

                                     NOTICES

8.01              Notice to Company. As soon as practicable after a Participant,
                  former Participant or Beneficiary becomes entitled to payment
                  of his accounts in accordance with Article VII, the
                  Administrative Committee shall give written notice to the
                  Corporate Controller of the Company, and to the trustee of the
                  Trust, if applicable, which notice shall include the following
                  information and directions:

                  (a)      Name and address of the Participant, former
                           Participant or Beneficiary.

                  (b)      Method and amount of payment to be made pursuant to
                           Article X.

                  (c)      Whether the payment is to be paid directly by the
                           Company, from the Trust, or by a combination of such
                           sources (except to the extent the provisions of the
                           Trust specify payment from the Trust).

8.02              Reliance Upon Notice. Upon receipt of any notice as provided
                  in this Article VIII, the Corporate Controller or the trustee
                  of the Trust, if applicable, shall promptly take whatever
                  action and make whatever payments are called for therein.

                                   ARTICLE IX

                 HARDSHIP WITHDRAWALS AND IN-SERVICE WITHDRAWALS

9.01              Hardship Withdrawals. The Compensation Committee may, in its
                  sole discretion, direct that payment of benefits to a
                  Participant be made, in advance of the date such payments are
                  due hereunder (hereinafter called a "Hardship Withdrawal"), if
                  the Compensation Committee determines that the Participant has
                  an unforeseeable emergency as hereinafter defined. No Hardship
                  Withdrawal shall be in an amount greater than the lesser of
                  (i) the amount needed for the unforeseeable emergency and (ii)
                  the vested balance of the Participant's Accounts on the date
                  of such Hardship Withdrawal. An unforeseeable emergency is
                  defined as set forth in Treasury Regulations Section
                  1.457-2(h)(4), including a severe financial hardship resulting
                  from a sudden and unexpected illness or accident of the
                  Participant or of a dependent (as defined in Section 152(a) of
                  the Code), casualty loss, or other similar extraordinary and
                  unforeseeable circumstances beyond the control of the
                  Participant.

9.02              Involuntary Distributions. Notwithstanding anything contained
                  in the Plan to the contrary, if at any time any Participant is
                  finally determined by the Internal Revenue Service ("IRS") or
                  the Department of Labor ("DOL") not to qualify as a member of
                  a select group of "management or highly compensated employees"
                  as such term is used in ERISA Section 401(a)(1), the
                  Compensation Committee


                                      -13-
<PAGE>


                  may, in its sole discretion, immediately distribute in one
                  lump sum to such Participant his vested account under the
                  Plan. A final determination of the IRS or DOL shall be a
                  decision rendered by the IRS or DOL which is no longer subject
                  to administrative appeal within the IRS or DOL.

9.03              Other Withdrawals and Loans. Except as set forth in Sections
                  9.01 and 9.02, no in-service withdrawals or loans are
                  permitted by the Plan.

                                   ARTICLE X

                               METHODS OF PAYMENT

10.01             Benefit Commencement Date. When a Participant, former
                  Participant or Beneficiary is entitled to receive a payment
                  under Section 6.01 or 6.02, such benefit payment will be made
                  (or will commence to be made) as soon as practicable following
                  death, Disability, Retirement or other Severance from Service.
                  The Participant may, no later than twelve (12) months prior to
                  the event entitling him to a distribution, make an irrevocable
                  election to commence his benefit payment either (a) no later
                  than ninety (90) days following the last day of the month in
                  which death, Disability, Retirement, or other Severance from
                  Service occurred or (b) no later than ninety (90) days
                  following the beginning of the Year following the Year in
                  which death, disability, retirement or other Severance from
                  Service occurred.

10.02             Form of Benefit. Except for hardship withdrawals under Section
                  9.01 or distributions under Section 9.02, the form of payment
                  shall be made in such form as the Participant may elect from
                  the following alternatives:

                  (a)      Single Lump-Sum Payment, under which a single
                           lump-sum payment is made to the Participant, former
                           Participant or his Beneficiary in an amount equal to
                           one hundred percent (100%) of the amount to which he
                           is entitled.

                  (b)      Annuity, under which the Participant's benefit shall
                           be payable as a single life annuity paid monthly
                           during the Participant's lifetime with the last
                           payment to be made for the month in which the
                           Participant's death occurs.

                  (c)      50% or 100% Survivor Annuity, under which monthly
                           payments are made to the Participant during the
                           Participant's lifetime and, if the Participant is
                           survived by a Beneficiary, continuing monthly
                           payments in the amount of fifty percent (50%) or one
                           hundred percent (100%) of the amount payable to the
                           Participant to such Beneficiary for the Beneficiary's
                           lifetime; and

                  (d)      10-Year Certain Annuity, under which monthly payments
                           are made to the Participant or the Participant's
                           Beneficiary for a period of one hundred twenty (120)
                           months, and if the Participant and the Beneficiary
                           die within one hundred twenty (120) months of the
                           date the benefits commenced,


                                      -14-
<PAGE>


                           continuing monthly payments of the same amount to the
                           Participant's estate for the balance of such one
                           hundred twenty (120) month period.

                  Any election pursuant to this Section 10.02 must be made prior
                  to the date on which such Key Employee's participation
                  hereunder first commences, with all payments to be made in the
                  form of a lump sum in the absence of a timely election and,
                  except as expressly provided otherwise in this Plan, shall be
                  irrevocable; provided, however, that a Participant may change
                  such election once during any Year, with the new election to
                  be effective for a distribution arising from a Severance from
                  Service of the Participant only if such distribution is to be
                  made or commence to be made more than twelve (12) months after
                  the date of the new election. The Administrative Committee
                  shall, as of the last day of the calendar quarter within which
                  the Severance from Service occurs, certify to the Trustee or
                  the Corporate Controller of the Employer, as applicable, the
                  method of payment selected by the Participant.

10.03             Company Responsibility. Any payment due to Participants under
                  this Plan and not paid through the Trust, if any, will be
                  payable from the general assets of the Company or the
                  Affiliates.

                                   ARTICLE XI

                             NATURE OF PLAN; FUNDING

11.01             No Trust Required.

                  The adoption of this Plan and any setting aside of amounts by
                  the Employer with which to discharge its obligations hereunder
                  shall not be deemed to create a trust; legal and equitable
                  title to any funds so set aside shall remain in the Employer,
                  and any recipient of benefits hereunder shall have no security
                  or other interest in such funds. Any and all funds so set
                  aside shall remain subject to the claims of the general
                  creditors of the Employer. This provision shall not require
                  the Employer to set aside any funds, but the Employer may set
                  aside such funds if it chooses to do so.

11.02             Funding of Obligation.

                  Section 11.01 above to the contrary notwithstanding, the
                  Employer may elect to transfer assets to the Trust, the
                  provisions of which may require the use of the Trust's assets
                  to satisfy claims of an Employer's general unsecured creditors
                  in the event of such Employer's insolvency and direct that no
                  Participant shall at any time have a prior claim to such
                  assets. The assets of the Trust shall not be deemed to be
                  assets of this Plan.


                                      -15-
<PAGE>


                                  ARTICLE XII

                                 ADMINISTRATION

12.01             Appointment of Administrative Committee.

                  The Administrative Committee shall administer, construe and
                  interpret the Plan. All usual and reasonable expenses of the
                  Administrative Committee shall be paid by the Employer.
                  Decisions of the Administrative Committee and/or the
                  Compensation Committee with respect to any matter involving
                  the Plan shall be final and binding on the Company, its
                  shareholders, each Employer and all Participants, former
                  Participants, and Beneficiaries. For purposes of ERISA, the
                  Administrative Committee shall be the Plan "administrator"
                  with respect to the general administration of the Plan.

12.02             Duties of Administrative Committee; Chairman and Secretary.

                  The Administrative Committee shall maintain complete and
                  adequate records pertaining to the Plan, including but not
                  limited to Participants' accounts, amounts transferred to the
                  Trust, and all other records, which shall be necessary or
                  desirable in the proper administration of the Plan. The
                  Administrative Committee shall choose from its members a
                  Chairman and may appoint a Secretary to keep such records as
                  may be necessary of the acts and resolutions of the
                  Administrative Committee, and the Secretary so appointed may,
                  but need not, be a member of the Administrative Committee. The
                  Secretary may perform any and all purely ministerial acts,
                  which may be delegated to him in writing by the Administrative
                  Committee. The Administrative Committee may employ such
                  persons or appoint such agents to assist it in the performance
                  of its duties as it may deem appropriate.

12.03             Meetings.

                  Except as otherwise specifically provided for herein, any and
                  all acts and decisions of the Administrative Committee shall
                  be by a majority of the members. Any action which might be
                  taken at a meeting of the Administrative Committee may be
                  taken without a meeting if authorized by a writing or writings
                  signed by all of the members of the Administrative Committee,
                  and such action will be effective on the date on which the
                  last signature is placed on such writing or writings, or such
                  earlier or later effective date as is set forth in the writing
                  or writings. The Administrative Committee may delegate to each
                  or any one of its members or to its Secretary authority to
                  sign any documents on its behalf, or to perform ministerial
                  acts, but no person to whom such authority is delegated shall
                  perform any act involving the exercise of any discretion even
                  though he alone may sign any document required by third
                  parties.

12.04             Indemnification of Administrative Committee and Compensation
                  Committee.

                  The Company (the "Indemnifying Party") hereby agrees to
                  indemnify and hold harmless the members of the Administrative
                  Committee, the Compensation Committee, and the Secretary, if
                  any (the "Indemnified Parties") against any losses, claims,
                  damages or liabilities to which any of the Indemnified Parties
                  may become subject to the extent that such losses, claims,
                  damages or liabilities or


                                      -16-
<PAGE>


                  actions in respect thereof arise out of or are based upon any
                  act or omission of the Indemnified Party in connection with
                  the administration of this Plan (other than any act or
                  omission of such Indemnified Party constituting gross
                  negligence or willful misconduct), and will reimburse the
                  Indemnified Party for any legal or other expenses reasonably
                  incurred by him or her in connection with investigating or
                  defending against any such loss, claim, damage, liability or
                  action. Promptly after receipt by the Indemnified Party of
                  notice of the commencement of any action or proceeding with
                  respect to any loss, claim, damage or liability against which
                  the Indemnified Party believes he is indemnified, the
                  Indemnified Party shall, if a claim with respect thereto is to
                  be made against the Indemnifying Party, notify the
                  Indemnifying Party in writing of the commencement thereof;
                  provided, however, that the omission so to notify the
                  Indemnifying Party shall not relieve it from any liability
                  which it may have to the Indemnified Party to the extent the
                  Indemnifying Party is not prejudiced by such omission. If any
                  such action or proceeding shall be brought against the
                  Indemnified Party, and it shall notify the Indemnifying Party
                  of the commencement thereof, the Indemnifying Party shall be
                  entitled to participate therein, and, to the extent that it
                  shall wish, to assume the defense thereof, with counsel
                  reasonably satisfactory to the Indemnified Party, and, after
                  notice from the Indemnifying Party to the Indemnified Party of
                  its election to assume the defense thereof, the Indemnifying
                  Party shall not be liable to such Indemnified Party for any
                  legal or other expenses subsequently incurred by the
                  Indemnified Party in connection with the defense thereof other
                  than reasonable costs of investigation or reasonable expenses
                  of actions taken at the written request of the Indemnifying
                  Party. The Indemnifying Party shall not be liable for any
                  compromise or settlement of any such action or proceeding
                  effected without its consent, which consent will not be
                  unreasonably withheld.

12.05             Unclaimed Benefits.

                  During the time when a benefit hereunder is payable to any
                  Participant or Beneficiary, the Administrative Committee may,
                  at its own instance, mail by registered or certified mail to
                  such Participant or Beneficiary, at his last known address, a
                  written demand for his then address, or for satisfactory
                  evidence of his continued life, or both. If such information
                  is not furnished to the Administrative Committee within twelve
                  (12) months from the mailing of such demand, then the
                  Administrative Committee may, in its sole discretion, declare
                  such benefit, or any unpaid portion thereof, suspended, with
                  the result that such unclaimed benefit shall be treated as a
                  forfeiture for the Year within which such twelve (12)-month
                  period ends, but shall be subject to restoration through an
                  Employer credit to its bookkeeping records of the
                  Participant's Accounts if the lost Participant or Beneficiary
                  later files a claim for such benefit.

12.06             Claims Procedure. If any person (hereinafter called the
                  "Claimant") feels that he is being denied a benefit to which
                  he is entitled under this Plan, such Claimant may file a
                  written claim for said benefit with the Administrative
                  Committee. Within ninety (90) days following the receipt of
                  such claim the Administrative Committee shall determine and
                  notify the Claimant as to whether he is entitled to


                                      -17-
<PAGE>


                  such benefit. If an extension of time is required to process
                  the claim, this time period may be extended an additional
                  ninety (90) days. If the claim requires the Administrative
                  Committee to make a determination in the event of Disability,
                  the time period in which the Administrative Committee will
                  review the claim is forty-five (45) days, with two possible
                  extensions of thirty (30) days each. In all cases, the
                  Claimant will be notified in writing of an extension and the
                  reasons for the extension. If the claim is denied, the written
                  notice of denial to the Claimant will include the specific
                  reasons for the denial, references to the provisions of the
                  Plan supporting the denial, a description of any additional
                  information necessary for the claim to be granted, a
                  description of the Plan's claims review procedures, and a
                  statement regarding the Claimant's legal rights to challenge a
                  denial of his or her claim following appeal.

                  If the Claimant still feels that he has a claim, the Claimant
                  may file an appeal with the Administrative Committee in
                  writing within sixty (60) days of receiving the notice of
                  denial. If the Claimant requires the Administrative Committee
                  to make a determination of Disability, the Claimant may file
                  an appeal with the Administrative Committee in writing within
                  one hundred eighty (180) days of receiving the notice of
                  denial. The Claimant may submit documents, records, and other
                  information related to his or her appeal. Upon request, the
                  Claimant may review information relevant to the benefit claim
                  or the Administrative Committee will provide the Claimant with
                  copies of information relevant to the benefit claim without
                  charge. Final determination on the claim will be made no later
                  than sixty (60) days after the Administrative Committee's
                  receipt of the Claimant's written request for an appeal. If
                  additional time is required for processing the Claimant's
                  appeal, this time period may be extended an additional sixty
                  (60) days. If the claim requires the Administrative Committee
                  to make a determination of Disability, a final determination
                  will be made within forty-five (45) days of the Claimant's
                  request for an appeal. If additional time is required for
                  processing the appeal, this time period may be extended an
                  additional forty-five (45) days. In all cases, the Claimant
                  will be notified of an extension and the reasons for the
                  extension. If the Claimant's appeal is denied, the written
                  notice of denial will include the specific reasons for the
                  denial, references to the provisions of the Plan supporting
                  the denial, and a statement regarding the Claimant's legal
                  rights to challenge the denial of the claim. Upon request, the
                  Claimant may review information relevant to the benefit claim
                  or the Administrative Committee will provide the Claimant with
                  copies of information relevant to the benefit claim without
                  charge. The final decision of the Administrative Committee
                  shall be conclusive and binding upon all parties having or
                  claiming to have an interest in the matter being reviewed.

                                  ARTICLE XIII

                                  MISCELLANEOUS

13.01             Nonguarantee of Employment.


                                      -18-
<PAGE>


                  Nothing contained in this Plan shall be construed as a
                  contract of employment between the Employer and any Employee,
                  or as a right of any Employee to be continued in the
                  employment of the Employer, or as a limitation on the right of
                  the Employer to discharge any of its Employees, with or
                  without cause.

13.02             Nonalienation of Benefits.

                  Benefits payable under this Plan shall not be subject in any
                  manner to anticipation, alienation, sale, transfer,
                  assignment, pledge, encumbrance, charge, garnishment,
                  execution, or levy of any kind, either voluntary or
                  involuntary, prior to actually being received by the person
                  entitled to the benefit under the terms of the Plan; and any
                  attempt to anticipate, alienate, sell, transfer, assign,
                  pledge, encumber, charge or otherwise dispose of any right to
                  benefits payable hereunder shall be void.

13.03             No Preference.

                  No Participant shall have any preference over the general
                  creditors of an Employer in the event of such Employer's
                  insolvency.

13.04             Incompetence of Recipient.

                  If the Administrative Committee receives evidence satisfactory
                  to it that any person entitled to receive a payment hereunder
                  is, at the time the benefit is payable, physically, mentally
                  or legally incompetent to receive such payment and to give a
                  valid receipt therefor, and that an individual or institution
                  is then maintaining or has custody of such person and that no
                  guardian, committee or other representative of the estate of
                  such person has been duly appointed, the Administrative
                  Committee may direct that such payment thereof be paid to such
                  individual or institution maintaining or having custody of
                  such person, and the receipt of such individual or institution
                  shall be valid and a complete discharge for the payment of
                  such benefit.

13.05             Texas Law to Apply.

                  THIS PLAN SHALL BE CONSTRUED AND ENFORCED UNDER THE LAWS OF
                  THE STATE OF TEXAS EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL
                  LAW.

                                  ARTICLE XIV

                        AMENDMENTS OR TERMINATION OF PLAN

         The Company, by action of its Board of Directors, or by action of a
person so authorized by resolution of the Board of Directors, shall have the
power and right from time to time to modify, amend, supplement, suspend or
terminate the Plan, provided that a Participant shall not be subject to any such
amendment or termination without his or her written consent. If the Plan


                                      -19-
<PAGE>


should be amended or terminated, the Company shall be liable for any benefits
accrued under the Plan as of the date of such action.

         IN TESTIMONY WHEREOF, PEGASUS SOLUTIONS, INC. has caused this
instrument to be executed in its name and on its behalf, by the officer
thereunto duly authorized, this 28th day of February, 2003 effective as of July
1, 2002.

                                     PEGASUS SOLUTIONS, INC.


                                     By:
                                        --------------------

                                     Title:
                                           -----------------


ATTEST:
       -----------------


                                      -20-