exv10w1









EXHIBIT 10.1




ANALOG DEVICES, INC.




AMENDED AND RESTATED DEFERRED COMPENSATION PLAN




Effective as of January 1, 2009




 









 





ANALOG DEVICES, INC.




DEFERRED COMPENSATION PLAN




Table of Contents




	 	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	Introduction
	 	 	1	 
	1.1 History
	 	 	1	 
	1.2 Statement of Purpose and Compliance with Law
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	Definitions
	 	 	1	 
	2.1 Account
	 	 	1	 
	2.2 Administrative Procedures
	 	 	1	 
	2.3 Annual Bonus
	 	 	2	 
	2.4 Base Salary
	 	 	2	 
	2.5 Beneficiary
	 	 	2	 
	2.6 Board
	 	 	2	 
	2.7 Change in Control
	 	 	2	 
	2.8 Code
	 	 	2	 
	2.9 Commissions
	 	 	2	 
	2.10 Committee
	 	 	2	 
	2.11 Compensation
	 	 	2	 
	2.12 Company Contribution Account
	 	 	3	 
	2.13 Company Contribution Amount
	 	 	3	 
	2.14 Company
	 	 	3	 
	2.15 Deferral Account
	 	 	3	 
	2.16 Deferral Benefit
	 	 	3	 
	2.17 Deferral Election
	 	 	3	 
	2.18 Disability
	 	 	3	 
	2.19 Eligible Employee
	 	 	3	 
	2.20 Employer
	 	 	4	 
	2.21 Investment Return Rate
	 	 	4	 
	2.22 Other Bonus
	 	 	4	 
	2.23 Participant
	 	 	4	 
	2.24 Participation Election
	 	 	4	 
	2.25 Plan
	 	 	4	 
	2.26 Plan Year
	 	 	4	 
	2.27 Recordkeeper
	 	 	4	 
	2.28 Retirement
	 	 	4	 
	2.29 Section 409A
	 	 	5	 
	2.30 Selected Affiliate
	 	 	5	 
	2.31 Special Account
	 	 	5	 
	2.32 TIP
	 	 	5	 






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	2.33 Unforeseeable Emergency
	 	 	5	 
	2.34 Valuation Date
	 	 	5	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	Eligibility and Participation
	 	 	5	 
	3.1 Eligibility
	 	 	5	 
	3.2 Participation
	 	 	6	 
	3.3 Change in Participation Status
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	Deferral of Compensation
	 	 	6	 
	4.1 Amount of Deferral
	 	 	6	 
	4.2 Crediting Deferred Compensation and Company Contribution Amounts
	 	 	6	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	Benefit Accounts
	 	 	6	 
	5.1 Valuation of Account
	 	 	6	 
	5.2 Crediting of Investment Return
	 	 	7	 
	5.3 Statement of Accounts
	 	 	7	 
	5.4 Vesting of Account
	 	 	7	 
	5.5 Investment Vehicles
	 	 	7	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	Payment of Benefits
	 	 	7	 
	6.1 Payment of Deferral Benefit
	 	 	7	 
	6.2 Payments to Beneficiaries
	 	 	8	 
	6.3 Unforeseeable Emergency
	 	 	8	 
	6.4 Form of Payment
	 	 	9	 
	6.5 Commencement of Payments for Key Employees
	 	 	9	 
	6.6 Small Benefit
	 	 	9	 
	6.7 Changes in Form of Benefit
	 	 	9	 
	6.8 Special Transition Distribution Election Changes
	 	 	10	 
	6.9 Special 2005 Distribution and Election Changes
	 	 	10	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	Beneficiary Designation
	 	 	10	 
	7.1 Beneficiary Designation
	 	 	10	 
	7.2 Change of Beneficiary Designation
	 	 	11	 
	7.3 No Designation
	 	 	11	 
	7.4 Effect of Payment
	 	 	11	 






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	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	Administration
	 	 	11	 
	8.1 Committee
	 	 	11	 
	8.2 Agents
	 	 	11	 
	8.3 Binding Effect of Decisions
	 	 	11	 
	8.4 Indemnification of Committee
	 	 	12	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	Amendment and Termination of the Plan
	 	 	12	 
	9.1 Amendment
	 	 	12	 
	9.2 Termination
	 	 	12	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	Miscellaneous
	 	 	12	 
	10.1 Funding
	 	 	12	 
	10.2 Nonassignability
	 	 	13	 
	10.3 Legal Fees and Expenses
	 	 	13	 
	10.4 Captions
	 	 	14	 
	10.5 Governing Law
	 	 	14	 
	10.6 Successors
	 	 	14	 
	10.7 Right to Continued Service
	 	 	14	 






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ARTICLE I




Introduction




     1.1 History.



The Analog Devices, Inc. Deferred Compensation Plan (the “Plan”) was established by Analog Devices,
Inc. (the “Company”) effective December 1, 1995 and thereafter amended from time to time. In
accordance with the provisions of Notice 2005-1 issued by the Internal Revenue Service this Plan
was amended and restated on February 3, 2005. The Plan is now amended and restated effective
January 1, 2009, except as otherwise expressly provided, to set forth the terms under which it will
operate in compliance with Section 409A of the Internal Revenue Code and the regulations
thereunder.



     1.2 Statement of Purpose and Compliance with Law.



The purpose of the Plan is to provide deferred compensation benefits to a select group of
management and highly compensated employees of the Company and the Directors and to assist in
attracting and retaining qualified individuals to serve as officers and managers or Directors of
the Company.



The Plan is intended to defer the recognition of taxable income by participants until the
distribution of amounts they have deferred or the Company has contributed in accordance with the
plan terms without the imposition of any penalties. Therefore, the Plan is intended to comply with
all applicable law consistent with that intent, including Section 409A of the Internal Revenue Code
of 1986, as amended and shall be operated and interpreted in accordance with this intention and any
action or failure to act which is determined to be inconsistent with Section 409A shall be
corrected as soon as possible in order to comply with such Section 409A. To the extent of any
inconsistency between this Plan and Section 409A, Section 409A shall govern and control.



ARTICLE II




Definitions




When used in this Plan and initially capitalized, the following words and phrases shall have the
meanings indicated:



     2.1 Account.



“Account” means an account containing the sum of a Participant’s Deferral Account and Company
Contribution Account, any account maintained for any TIP Restoration Plan Participant as provided
for in the Administrative Procedures, or any Special Account established under this Plan.




	     2.2	 	Administrative Procedures.




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“Administrative Procedures” means the detailed terms governing the operation of the Plan as adopted
by the Board and modified from time to time as provided under the terms of said Administrative
Procedures, any such modifications to conform in their terms and operation with Section 409A.



     2.3 Annual Bonus.



“Annual Bonus” means the bonus earned by a Participant during a Plan Year (or during that Plan Year
and a future Plan Year) under the Company’s regular fiscal year bonus plan, prior to taking into
account any Deferral Election under this Plan for such Plan Year(s).



     2.4 Base Salary.



“Base Salary” means the salary earned by a Participant during a Plan Year, prior to taking into
account any Deferral Election under this Plan for such Plan Year.



     2.5 Beneficiary.



“Beneficiary” means the person or persons designated or deemed to be designated by the Participant
pursuant to Article VII to receive benefits payable under the Plan in the event of the
Participant’s death.



     2.6 Board.



“Board” means the Board of Directors of the Company.



     2.7 Change in Control.



“Change in Control” means each event that would qualify as a Change in Control Event of the Company
in accordance with the definition set forth on Schedule A.



     2.8 Code.



“Code” means the Internal Revenue Code of 1986, as amended.



     2.9 Commissions.



“Commissions” means sales commissions payable to a Participant during a Plan Year in accordance
with Treasury Regulation Section 1.409A-2(a)(12), prior to taking into account any Deferral
Election under the Plan for such Plan Year.



     2.10 Committee.



“Committee” has the meaning set forth in Section 8.1.



     2.11 Compensation.



“Compensation” means the Base Salary, Annual Bonus and Commissions earned by an Eligible Employee
for each Plan Year or the fees earned by any non-employee Board member in each



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Plan Year or Other Bonus as defined herein. However, the Deferral Election shall be adjusted, only
to the extent necessary, for amounts needed: (a) for the payment of required tax withholding,
subject to Section 4.2, (b) as pre-tax contributions under the TIP which are not in excess of the
limits under said plan consistent with the provisions of Treasury Regulation
Section 1.409A-2(a)(9)(iii), (c) as contributions under the Company’s so-called “cafeteria plan”
qualified under Section 125 of the Code and in accordance with the provisions of said Section and
Treasury Regulation Section 1.409A-2(a)(10), and (d) as payments elected by the Eligible Employee
or otherwise in effect, prior to the beginning of any Plan Year.



     2.12 Company Contribution Account.



“Company Contribution Account” means the account maintained on the books of the Employer for the
purpose of accounting for the Company Contribution Amount and the investment return credited to
such Account pursuant to Article V.



     2.13 Company Contribution Amount.



“Company Contribution Amount” means the amount credited to a Participant’s Company Contribution
Account under Section 4.2.



     2.14 Company.



“Company” means Analog Devices, Inc. (Analog) and any successor thereto.



     2.15 Deferral Account.



“Deferral Account” means the Account maintained on the books of the Employer for the purpose of
accounting for each Participant’s Deferral Election under the Plan and for the investment return
credited to the Account pursuant to Article V.



     2.16 Deferral Benefit.



“Deferral Benefit” means the benefit payable to a Participant or his or her Beneficiary pursuant to
Article VI.



     2.17 Deferral Election.



“Deferral Election” means the election made by a Participant to defer Compensation pursuant to
Article IV which will be made in accordance with the Administrative Procedures or in accordance
with Treasury Regulation Section 1.409A-2(a)(b).



     2.18 Disability.



     “Disability” means Disability as defined in Section 409A and set forth on Schedule A.



     2.19 Eligible Employee.



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“Eligible Employee” means (i) a highly compensated or management employee of the Company who is
designated by the Committee in accordance with Section 3.1 as eligible to participate in the Plan,
or (ii) any non-employee member of the Board serving from time to time.



     2.20 Employer.



“Employer” means, with respect to a Participant, the Company or the Selected Affiliate which pays
such Participant’s Compensation.



     2.21 Investment Return Rate.



“Investment Return Rate” means the rate credited on Accounts in accordance with the Administrative
Procedures.



     2.22 Other Bonus.



“Other Bonus” means any Participant bonus other than the Annual Bonus earned by a Participant with
respect to which a Deferral Election is made under this Plan.



     2.23 Participant.



“Participant” means any Eligible Employee who elects to participate by completing a Participation
Election or a TIP Restoration Plan Participant whose Accounts have not been completely distributed.



     2.24 Participation Election.



“Participation Election” means the Participant’s election, in whatever manner is prescribed in the
Administrative Procedures, to make Deferral Elections under the Plan.



     2.25 Plan.



“Plan” means the Analog Devices, Inc. Amended and Restated Deferred Compensation Plan, as amended
from time to time.



     2.26 Plan Year.



“Plan Year” means a twelve-month period commencing January 1 and ending the following December 31.



     2.27 Recordkeeper.



“Recordkeeper” means the organization which is responsible for maintaining the records of the Plan
from time to time.



     2.28 Retirement.



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“Retirement” means the separation from service of a Participant who has reached age 62 and
completed (i) 10 years of vesting service under the Company’s TIP as an employee, or, (ii) 10 years
of service from the date of initial election as a non-employee member of the Board.



     2.29 Section 409A.



“Section 409A” means Section 409A of the Code and the regulations issued thereunder, as modified
from time to time.



     2.30 Selected Affiliate.



“Selected Affiliate” means (1) any entity in an unbroken chain of companies beginning with the
Company if each of the companies other than the last company in the chain owns or controls,
directly or indirectly, stock possessing not less than 50 percent of the total combined voting
power of all classes of stock in one of the other companies, or (2) any partnership or joint
venture in which one or more of such companies is a partner or venturer, each of which shall be
selected by the Committee.



     2.31 Special Account.



“Special Account” means any Account established for an Eligible Employee under the Plan in
accordance with the terms of an individual agreement which, except to the extent otherwise provided
in such individual agreement, shall be subject to the terms of this Plan.



     2.32 TIP.



“TIP” means, with respect to a Participant, the Analog Devices, Inc. “The Investment Partnership”,
a qualified retirement plan under Sections 401(a) and 401(k) of the Code, or its successor, or as
it may be amended from time to time.



     2.33 Unforeseeable Emergency.



“Unforeseeable Emergency” has the meaning set forth in Section 6.3.



     2.34 Valuation Date.



“Valuation Date” means a date on which the Participant’s Account is valued as provided in Article
V. The Valuation Date shall be the last business day of the Plan Year and any other date
determined under the Administrative Procedures.



ARTICLE III




Eligibility and Participation




     3.1 Eligibility.



Eligibility to participate in the Plan is limited to Eligible Employees. From time to time, the
Committee shall identify Eligible Employees in accordance with the Administrative Procedures.



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     3.2 Participation.



Participation in the Plan shall be limited to Eligible Employees who complete a Participation
Election or TIP Restoration Plan Participants under the Administrative Procedures or Eligible
Employees with Special Accounts.



     3.3 Change in Participation Status.



A Participant may change a Participant Election or terminate his or her participation in the Plan
only in accordance with the Administrative Procedures.



ARTICLE IV




Deferral of Compensation




     4.1 Amount of Deferral.



With respect to each Plan Year, a Participant may make Deferral Elections of a specified percentage
of his or her Compensation or components of such Compensation in accordance with the Administrative
Procedures.



     4.2 Crediting Deferred Compensation and Company Contribution Amounts.



The amount of Compensation subject to a Deferral Election under Section 4.1 shall be credited by
the Employer to the Participant’s Deferral Account periodically, the frequency of which will be
determined in accordance with the Administrative Procedures. To the extent that the Employer is
required to withhold any taxes or other amounts from a Participant’s deferred Compensation pursuant
to any state, federal or local law, such amounts shall be withheld first from that portion of the
Participant’s Compensation which is not credited to the Deferral Account or any other amounts paid
to the Participant to the extent feasible.



Effective with respect to any deferrals made after January 1, 2007, for each deferral of
Compensation following the completion by the Participant of one Year of Service, as defined in TIP,
the Company shall credit the Company Contribution Account of each Participant, other than a
non-employee Director, with an amount equal to (a) 8% of the amount of Compensation deferred or (b)
if the Participant has elected to defer 100% of his or her Base Salary, 8% of such Base Salary.
For purposes of this paragraph, Compensation shall exclude deferrals of a Participant’s Annual or
Other Bonus or fees of non-employee directors but include Base Salary and Commissions.



ARTICLE V




Benefit Accounts




     5.1 Valuation of Account.



As of each Valuation Date, a Participant’s Account shall consist of the Account balance as of the
immediately preceding Valuation Date, plus any amounts credited under Article IV or amounts



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credited to a Special Account since the immediately preceding Valuation Date, plus the net
investment return credited pursuant to Section 5.2 since the immediately preceding Valuation Date,
minus the aggregate amount of distributions, if any, made from such Account since the immediately
preceding Valuation Date.



     5.2 Crediting of Investment Return.



As of each Valuation Date until all of a Participant’s Account is distributed, each Participant’s
Deferral Account and Company Contribution and any other Account established under the Plan shall be
credited with the Investment Return Rate earned since the immediately preceding Valuation Date as
provided in the Administrative Procedures.



     5.3 Statement of Accounts.



The Recordkeeper shall provide statements of Account value to Participants in accordance with the
Administrative Procedures.



     5.4 Vesting of Account.



Except as provided in Sections 10.1 and 10.2, a Participant shall be 100% vested in his or her
Deferral Account at all times. A Participant’s interest in his or her Company Contribution Account
shall be 100% vested as of a Change in Control and on death or Disability. A Participant’s
interest in his or her Company Contribution Account shall vest under the vesting schedule for the
employer basic contributions under TIP; provided that it shall be considered 100% vested on the
date any payments are made in accordance with the Participant’s election to have part or all of his
or her Account distributed on a specified date or pursuant to a fixed schedule under Section IX of
the Administrative Procedures. A Participant’s interest in any other Account shall be subject to
the vesting terms of any individual agreement or the vesting provisions applicable to any Other
Bonus.



Any nonvested portion of a Participant’s Company Contribution Account shall be forfeited at
separation from service. Forfeitures under the Plan shall not be credited to other Participants.



     5.5 Investment Vehicles.



A Participant, and in certain circumstances, the Beneficiary, may elect, from time to time, the
Investment Return Rate that will be credited to his or her Account as if it were invested in one
or more investment vehicles selected by the Committee and made available for such election in
accordance with the Administrative Procedures. The Committee may also establish a default deemed
investment which shall apply to any Account if the Participant (or Beneficiary) makes no election.



ARTICLE VI




Payment of Benefits





	     6.1	 	Payment of Deferral Benefit.




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Upon the death, Disability, or Retirement of a Participant, the Employer shall pay to the
Participant or his Beneficiary a Deferral Benefit equal to the vested balance of his or her Account
determined pursuant to Article V, less applicable withholding, based on his election in accordance
with Section 6.4. A lump sum payment, or the first of the installment distributions shall be made
within 60 days of such event. Each successive installment distribution shall be made on the
anniversary of the first payment. Elections with respect to such payment made under the Plan prior
to the effective date of this amendment and restatement shall continue in effect unless changed in
accordance with the provisions of this Article VI and the Administrative Procedures.



Upon a Change in Control or upon a Participant’s separation from service for reasons other than
death, Disability, or Retirement, the Employer shall pay to the Participant, subject to Section
6.5, a Deferral Benefit in a lump sum equal to the vested balance of his or her Account determined
pursuant to Article V, less applicable withholdings, as soon as administratively practicable, but
in any event within 60 days of such event.



     6.2 Payments to Beneficiaries.



In the event of the Participant’s death prior to his or her receipt of his or her entire vested
Account, the vested balance shall be distributed to his or her Beneficiary as determined under
Article VII, in a lump sum within 60 days of the Participant’s death; provided that if the
Participant was receiving installment distributions at the time of death, the Beneficiary will
receive the remaining annual installments at such times as such installments would have been
distributed to the Participant if the Participant had not died. If the Participant had elected to
have distributions made in installments following the Participant’s death and no distributions had
been made to the Participate during his life, then such distributions shall commence within 60 days
of the Participant’s death and subsequent installments shall be distributed on the anniversary of
the first payment.



     6.3 Unforeseeable Emergency.



In the event that the Committee, upon request of a Participant, determines, that the Participant
has suffered an Unforeseeable Emergency as defined in Section 409A and set forth on Schedule A, the
Employer shall distribute to the Participant, as soon as practicable following such determination,
(and in any event within 90 days of such determination), the amounts provided for under this
Section 6.3. Such distribution shall consist of an amount necessary to meet the emergency, plus
amounts necessary to pay taxes reasonably anticipated as a result of the distribution but not
exceeding the aggregate balance of such Participant’s Deferral Account as of the date of such
payment. The determination of whether a distribution may be approved on account of an Unforeseeable
Emergency shall be made after taking into account the extent to which such hardship is or may be
relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the
participant’s assets (to the extent the liquidation of such assets would not itself cause severe
financial hardship), or by cessation of deferrals under the Plan. The amount of the Deferral
Benefit otherwise payable under the Plan to such Participant shall be adjusted to reflect the early
payment of the Unforeseeable Emergency. Any distribution under this Section 6.3 shall be made only
in the manner and to the extent that it is in compliance with Section 409A.



8









 





     6.4 Form of Payment.



The Deferral Benefit payable pursuant to Section 6.1 on death, Disability or Retirement, shall be
paid in one of the following forms as further described in the Administrative Procedures, as
elected by the Participant.




	 	(a)	 	Installments; or
	 
	 	(b)	 	A lump sum





The Participant shall elect the form of such distribution at the time he or she first completes the
Participation Election and such election shall apply to the entire amount of the Participant’s
vested Account. The payment of the Deferral Benefit, whether in a lump sum or installments, shall
be treated as made in a single payment, for purposes of Section 409A.



In the event a Participant fails to make a distribution election, his or her vested Account Balance
shall be distributed as a lump sum.



     6.5 Commencement of Payments for Key Employees.



If a Participant is a “specified employee” within the meaning of Section 409A as of the date of
his separation from service, no amount will be paid under this Plan during the six-month period
following such separation, unless such Participant sooner dies. Any amount that would have been
paid during such six-month period but for the provisions of the preceding sentence shall be paid to
the Participant in a lump sum within the first five (5) business days of the seventh month
following the separation from service (or, in the event of the Participant’s earlier death the
amount that would have been paid prior to death shall be paid within ten (10) business days
following the Participant’s death).



     6.6 Small Benefit.



In the event the Committee determines that the vested balance of all a Participant’s Accounts under
the Plan is less than $10,000 upon a payment event, or the portion of the vested balance of the
Participant’s Accounts payable to any Beneficiary is less than $10,000 at the time of a payment
event, the Committee may inform the Employer and the Employer, will pay the entire amount in the
form of a lump sum payment, notwithstanding any Participant election to the contrary, within 60
days following the payment event.



     6.7 Changes in Form of Benefit.



A Participant’s election to change the form in which his or her benefit is to be paid under
Section 6.1 on death, Disability or Retirement, shall, to the extent required by Section 409A, meet
the following requirements:




	 	(a)	 	the new election may not take effect until at least 12 months
after the date on which the election is made;




9









 






	 	(b)	 	a new election with respect to a payment described in Treasury
Regulation Section 1.409A-3(a)(4) may not be made within 12 months of the date
the lump sump payment is to be made or the first installment is to be made; and
	 
	 	(c)	 	in the case of an election related to a payment other than
Disability or death, the payment with respect to which such change is made must
be deferred for a period of not less than 5 years from the date such payment
would otherwise have been made.





     6.8 Special Transition Distribution Election Changes.



Effective immediately and notwithstanding any provision of the Plan or the Administrative
Procedures to the contrary, to the extent and in the manner permitted under Section 409A, a
Participant has until December 31, 2008 to make a change in the time and form of payment of an
Account in accordance with the Administrative Procedures, as provided in IRS Notice 2007-86 without
being subject to the rules in Section 6.7; provided that any such election may only apply to
amounts not otherwise payable in 2008 and may not cause an amount to be paid in 2008 that would not
otherwise be payable in 2008.



     6.9 Special 2005 Distribution and Election Changes



To the extent and in the manner permitted under Section 409A, and at the election of any
Participant, the following distributions and election changes have been permitted, in accordance
with the Administrative Procedures:



     (a) All or any part of the Account may be withdrawn by any Participant during calendar year
2005 subject to such procedures and limitations as imposed by the Committee;



     (b) Any deferral election for Compensation in effect during 2005 may be cancelled in whole or
in part; and



     (c) With respect to a deferral which relates in whole or in part to services performed on or
before December 31, 2005, an election to defer receipt of such Compensation under this Plan may be
made on or before March 15, 2005 with respect to amounts that have not been paid or become payable
at the time of the election.



ARTICLE VII




Beneficiary Designation




     7.1 Beneficiary Designation.



Each Participant shall have the sole right, at any time, to designate any person or persons as his
or her Beneficiary to whom payment under the Plan shall be made in the event of his or her death
prior to complete distribution to the Participant of his or her Account(s). All Beneficiary
designations must be made in the manner required by the Committee or the Recordkeeper. Any



10









 







designation of a Beneficiary in effect under the Plan prior to this amendment and restatement shall
continue in full force and effect unless changed in accordance with the terms of this Plan.



     7.2 Change of Beneficiary Designation.



Any Beneficiary designation may be changed by a Participant by making a new Beneficiary designation
in the manner required by the Committee or the Recordkeeper, which will supersede all Beneficiary
designations previously filed. The designation of a Beneficiary may be made or changed at any time
without the consent of any other person.



     7.3 No Designation.



If a Participant fails to designate a Beneficiary as provided above, or if all designated
Beneficiaries predecease the Participant, then the Participant’s designated Beneficiary shall be
the Participant’s Beneficiary under the terms of the TIP; provided that the Beneficiary in such
circumstances of a non-employee member of the Board, shall be the Participant’s estate.



     7.4 Effect of Payment.



Payment to a Participant’s Beneficiary shall completely discharge the Employer’s obligations under
the Plan. The Beneficiary shall have no right to change or in any way modify the manner in which
the Participant’s Account is being paid.



ARTICLE VIII




Administration




     8.1 Committee.



The Deferred Compensation Plan Committee shall be appointed by the Board and consist of up to three
members of the Board who are not Participants in the Plan. The Committee shall have complete
discretion to (i) supervise the administration and operation of the Plan, (ii) adopt rules and
procedures governing the Plan from time to time, (iii) interpret the Plan terms and determine all
questions of fact arising with respect to the Plan terms and any Participant or Beneficiary and
(iv) adopt and amend, from time to time, the Administrative Procedures.



     8.2 Agents.



The Committee may appoint an individual, who may be an employee of the Company, to be the
Committee’s agent with respect to the day-to-day administration of the Plan. In addition, the
Committee may, from time to time, employ other agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may be counsel to the
Company.



     8.3 Binding Effect of Decisions.



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Any decision or action of the Committee with respect to any question arising out of or in
connection with the administration, interpretation and application of the Plan shall be final and
binding upon all persons having any interest in the Plan.



     8.4 Indemnification of Committee.



The Company shall indemnify and hold harmless the members of the Committee and their duly appointed
agents under Section 8.2 against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to the Plan, to the maximum extent permitted by law.



ARTICLE IX




Amendment and Termination of the Plan




     9.1 Amendment.



The Board or the Committee, acting on behalf of the Company and of each Selected Affiliate shall
amend the terms of this Plan from time to time to comply with Section 409A. In addition, the Board
or the Committee may, on behalf of the Company and of each Selected Affiliate, amend, suspend or
reinstate any or all of the provisions of the Plan, including, without limitation, reduce or
eliminate employer contributions or Participant deferrals under the Plan; provided that any such
amendment, suspension or reinstatement which is inconsistent with Section 409A shall be ineffective
to the extent inconsistent with Section 409A. No amendment may reduce the value of any
Participant’s Account at the end of the calendar year prior to the date such amendment is adopted,
except to the extent required for conformance with Section 409A.



     9.2 Termination.



The Board or the Committee, acting on behalf of the Company and of each Selected Affiliate, may
terminate this Plan at any time and for any reason whatsoever to the extent permitted by Section
409A. If the Plan is terminated under the provisions of this Section 9.2 all vested Accounts shall
be distributed in a lump sum to the Participants or in such other manner as is permitted under
Section 409A. A termination of the Plan shall not reduce the value of a Participant’s Account, as
it existed as of the day before the effective date of such termination except to the extent
distributed to the Participant or a Beneficiary.



ARTICLE X




Miscellaneous




     10.1 Funding.



Participants, their Beneficiaries, and their heirs, successors and assigns, shall have no secured
interest or claim in any property or assets of the Employer. The Employer’s obligation under the
Plan shall be merely that of an unfunded and unsecured promise of the Employer to pay money in the
future. Notwithstanding the foregoing, the Company has a related so-called ‘Rabbi Trust’ to hold
funds which it intends to use in payment of the obligations of Employers under the Plan.



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In the event of a Change in Control or prior thereto, the Employers shall maintain and fund such
trust, only to the extent consistent with Section 409A, and in particular Section 409A(b), in an
amount equal to not less than the total value of the Participants’ Accounts under the Plan as of
the Valuation Date immediately preceding the Change in Control; provided that any funds contained
therein shall be liable for the claims of the respective Employer’s general creditors as provided
therein.



     10.2 Nonassignability.



No right or interest under the Plan of a Participant or his or her Beneficiary (or any person
claiming through or under any of them) shall be assignable or transferable in any manner or be
subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any
manner be liable for or subject to the debts or liabilities of any such Participant or Beneficiary.
If any Participant or Beneficiary shall attempt to or shall transfer, assign, alienate,
anticipate, sell, pledge or otherwise encumber his or her benefits hereunder or any part thereof,
or if by reason of his or her bankruptcy or other event happening at any time such benefits would
devolve upon anyone else or would not be enjoyed by him or her, then the Committee acting, in its
discretion only, may terminate his or her interest in any such benefit (including the Deferral
Account) to the extent the Committee considers such action necessary or advisable to prevent or
limit the effects of such occurrence. Termination shall be effected by filing a written
“termination declaration” with the Clerk of the Company and making reasonable efforts to deliver a
copy to the Participant or Beneficiary whose interest is adversely affected (the “terminated
participant”).



As long as the terminated participant is alive, any benefits affected by the termination shall be
retained by the Employer and, in the Committee’s sole and absolute judgment, may be paid to or
expended for the benefit of the terminated participant, his or her spouse, his or her children or
any other person or persons in fact dependent upon him or her in such a manner as the Committee
shall deem proper; provided that no such action shall result in any acceleration or deferral of the
payment of the Participant’s Account. Upon the death of the terminated participant, all benefits
withheld from him or her and not paid to others in accordance with the preceding sentence shall be
disposed of according to the provisions of the Plan that would apply if he or she died prior to the
time that all benefits to which he or she was entitled were paid to him or her. Notwithstanding
the foregoing, the Committee may only exercise the discretion provided for in this paragraph and
make any payments for or with respect to a terminated participant to the extent and in the manner
they determine that such action is permitted under Section 409A.



     10.3 Legal Fees and Expenses.



If, after a Change in Control, (1) an Eligible Employee initiates or is required to defend against
a claim in court concerning the benefits intended to be provided to such Eligible Employee under
the Plan (the “Claim”); and (2) the Eligible Employee prevails on the Claim, the Eligible Employee
shall be entitled to attorneys’ fees and other costs of the litigation. Such expenses and other
fees shall (i) be paid through the end of such litigation or until the Statute of Limitations with
respect to such claim is reached, whichever is later, (ii) be reimbursed on or before the last day
of the Eligible Employee’s taxable year following the taxable year in which incurred, (iii) not



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affect any reimbursement in any other taxable year, (iv) not be subject to liquidation or exchange
for other benefit, and (v) otherwise be in conformance with Section 409A.



     10.4 Captions.



The captions contained herein are for convenience only and shall not control or affect the meaning
or construction hereof.



     10.5 Governing Law.



The provisions of the Plan shall be construed and interpreted according to the laws of the
Commonwealth of Massachusetts. The Employee hereby irrevocably submits to and acknowledges and
recognizes the jurisdiction of a federal court of the Commonwealth of Massachusetts without regard
to conflict of law provisions, or if jurisdiction is not appropriate in a federal court located in
Massachusetts, then a state court within the Commonwealth of Massachusetts (which courts, for
purposes of this Agreement, are the only courts of competent jurisdiction) over any suit, action or
other proceeding arising out of, under or in connection with this Agreement or its subject matter.



     10.6 Successors.



The provisions of the Plan shall bind and inure to the benefit of the Company, its Selected
Affiliates, and their respective successors and assigns. The term successors as used herein shall
include any corporate or other business entity which shall, whether by merger, consolidation,
purchase or otherwise, acquire all or substantially all of the business and assets of the Company
or a Selected Affiliate and successors of any such Company or other business entity.



     10.7 Right to Continued Service.



Nothing contained herein shall be construed to confer upon any Eligible Employee the right to
continue to serve as an Eligible Employee of the Employer or in any other capacity.



Approved
December 3, 2008.




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Schedule A



Definitions



	 	 	 
	1.	 	“Change in
Control” means either of the following events:
	 
	(a)		
Any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”) (a
“Person”) or “Group” (within the meaning of Rule 13d-5 of the
Exchange Act and Treas. Reg.  § 1.409A-3(i)(5)(B)), is or becomes the
“beneficial owner,”
as defined in Rule 13d-3 under the Exchange Act
(a “Beneficial Owner”), directly or indirectly, of securities of the Company representing 50% or more of the
combined voting power of the
Company’s then outstanding voting securities, by acquisition or through merger, consolidation, or reorganization; or

	 
	(c)	 	The consummation of a sale or other
disposition by the Company of assets equivalent to at least  85% of
the total gross fair market value of the Company’s assets to a
person or Group (each as defined in subparagraph (a)) within a 12
month period ending on the then most recent acquisition of assets.
For this purpose, “gross fair market value” means the value of the assets of the Company, or the value
of the assets being disposed of, determined without regard to
any liabilities associated with such assets. There is no Change in Control event under this subparagraph (c) when the transfer is to (i) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to such shareholder’s stock; (ii) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (iii) a person, or more than one person acting as a Group, that owns,
directly or indirectly, 50% or more of the total value or voting power of
all the outstanding stock of the Company; or (iv) an entity, at least 50% of the
total value or voting power of which is owned, directly or indirectly, by a person
described in clause (iii).



Notwithstanding the preceding provisions of this definition, a Change in Control shall not
be deemed to have occurred if the Person described in the preceding provisions of this definition is (1) an underwriter or underwriting syndicate that has acquired the ownership of any of the Company's then outstanding voting securities solely in connection with a public offering of the Company's securities, (2) the Company or any subsidiary of the Company or (3) to the extent permitted by Section 409A of the Code, an employee stock ownership plan or other employee benefit plan
maintained by the Company (or any of its subsidiaries) that is qualified under the provisions of the Code.  In addition, no Change in Control shall have occurred unless the transaction or series of transactions results in a Change in Control within the meaning of Code Section 409A and the regulations thereunder. This Change in Control definition shall be interpreted in a manner that is consistent with Code Section 409A and the regulations thereunder, including with respect to any applicable limitations on the kinds of events that would constitute a Change in Control.


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2.      “Disability” mean that a Participant is either (a)
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. The determination of whether a Participant is disabled shall be made by a person designated by the Committee, including the administrator of a disability insurance program, which designation may be changed from time to time.





3.      “Unforseen Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s
spouse, beneficiary or dependent as defined in Section 152 of the Code (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.





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