**Exhibit 10.25**

**AMERICAN ELECTRIC TECHNOLOGIES, INC.**

**2009 EXECUTIVE DEFERRED COMPENSATION PLAN**

**PREAMBLE**

The purpose of this Plan is to provideEligible Employees of American Electric Technologies, Inc. (“AETI”) and its participating Affiliates with the opportunity to defer payment and taxation of some elements of their compensation. 

This Plan is designed to comply with Section 409A of the Internal Revenue Code and the regulations issued thereunder. 

**ARTICLE 1**

**DEFINITIONS**

Capitalized terms in the text of the Plan are defined as follows: 

**Administrator**means the Compensation Committee of the Board of Directors of AETI. 

**AETI** means American Electric Technologies, Inc.,a Florida corporation. 

**Affiliate** means AETI or any corporation or entity which (i) along with AETII, is a component member of a“controlled group of corporations” within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan. 

**Beneficiary**means the person or persons or entity designated as such in accordance with Article 7 of the Plan. 

**Board** means the Board of Directors of AETII. 

**Bonus**means the dollar amount of cash bonus awarded by the Employer to the Participantpursuant to the terms of the Executive Compensation Program, or a successor program or plan governing annual executive bonuses, before reductions for deferrals under the Plan, provided such award constitutes “performance-basedcompensation” within the meaning of Treasury Regulation Section 1.409A-1(e). 

**Change in Control** means the occurrence of a “change inthe ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of AETI within the meaning of Section 409A of the Code.

**Code** means the Internal Revenue Code of 1986, as amended. 

**Contingent Event** means the Participant’s death while employed by an Affiliate or Separation from Service for other reasons if such event occurs prior to the Participant’s Retirement. 

**Contingent Payment Election** means an election regarding the time and form of payment made or deemed made in accordance with Section 5.2. 

**Crediting Rate**means the rate at which interest will be credited to Deferral Accounts. The rate will be determined by the Administrator annually in advance of thecalendar year and will generally be equal to the publicly announced prime rate as published by the Wall Street Journal plus two (2%) percent. Once established, the Crediting Rate shall remain the same for the entire Plan Year. AETI reserves theright to prospectively change the definition of Crediting Rate. 

**Deferral Account**means the notional account established for record keeping purposesfor a Participant pursuant to Article 4 of the Plan. 

**Deferral Election**means the Participant’s written election to defer amounts under thePlan, submitted to the Administrator. 

**Deferral Period** means the Plan Year covered by a valid Deferral Election previously submitted by aParticipant, or in the case of a newly eligible Participant, the balance of the Plan Year following the date of the Deferral Election. 

**Disability**means the Participant (i) is 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 continuousperiod of not less than twelve months or (ii) is, 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 twelve months,receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer. 

**Eligible Employee**means an Executive of an Affiliate, who (i) is a U.S. employee or an expatriate who is based and paid in the U.S., (ii) is designated by the Administrator as eligible to participate in the Plan (subject to the restriction inSection 8.2 of the Plan), and (iii) qualifies as a member of a “select group of management or highly compensated employees” under ERISA. 

**Employee Stock Purchase Plan** means the AETI 2007 Employee Stock Purchase Plan or successor stock purchase plan. 

**Employer** means the Affiliate employing the Participant. 

**ERISA**means the Employee Retirement Income Security Act of 1974, as amended. 

**Executive** means an employee of an Affiliate who is designated an Executive by the CEO of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board of AETI.

**Executive Salary Deferral** means the percentage deferred from Salary under this Plan. 

**Participant**means an Eligible Employee who has completed a Deferral Election with respect to future payments pursuant to Article 2 of the Plan, or an employee or former employee who has a Deferral Accountbalance. 

**Payment Election** means a Primary Payment Election or a Contingent Payment Election. 

**Plan** means the AETI 2009 Executive Deferred Compensation Plan. 

**Plan Year** means the calendar year. 

**Primary Payment Election**means an election regarding the time and form of payments made ordeemed made in accordance with Section 5.1. 

**Retirement** means a Separation from Service after attainment of age 62. 

**Salary**means the Participant’s basic pay from the Employer (excluding Bonuses, commissions, severance pay, and other non-regular forms of compensation)before reductions for deferrals under the Plan or the Employee Stock Purchase Plan. 

**Separation from Service** occurs when a Participant dies,retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternativedefinitions available thereunder. 

**Similar Plan** means a plan required to be aggregated with this Plan under Treasury RegulationSection 1.409A-1(c)(2)(i)(A). 

**Specified Employee** means a Participant who is designated as an elected Vice President or above by theAdministrator, using the identification date and methods determined by the Administrator. 

**Termination of Employment**means the voluntary orinvoluntary Separation from Service for any reason other than Retirement, Disability or death. 

**Unforeseeable Emergency**means a severe financialhardship to the Participant or the Participant’s Beneficiary after the Participant’s death resulting from an illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s or Beneficiary’s (afterthe death of the Participant) spouse or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property or the Beneficiary’s property (after theParticipant’s death) due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the Participant’s or Beneficiary’s (after the Participant’s death) control. 

**ValuationDate**means the last day of the month in which the final day of employment falls prior to Separation from Service, or the day before a scheduled distribution occurs. 

**ARTICLE 2**

**DEFERRAL ELECTIONS**

**2.1 Elections**

(a) Salary. An Eligible Employee may elect to defer Salary under the Plan by filing with theAdministrator a completed and fully executed Salary Deferral Election specifying the whole percentage of Salary to be deferred prior to the beginning of the Plan Year during which the Eligible Employee performs the services for which such Salary isto be earned. The maximum Salary Deferral is 75% of Salary. Once made, a Salary Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless the Participant submits a newSalary Deferral Election form during a subsequent enrollment period changing the deferral amount or revoking the existing election. 

(b) Bonus. An EligibleEmployee may elect to defer some or all of his or her Bonus by submitting a Bonus Deferral Election to the Administrator prior to the date that is six months before the end of the performance period and in no event later than the date the Bonus hasbecome readily ascertainable. Once made, this Bonus Deferral Election (including any election regarding time and form of payment) will continue to apply for subsequent Deferral Periods unless the Participant submits a new Bonus Deferral Electionform during a subsequent enrollment period changing the deferral amount or revoking the existing election. 

 

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(c) Initial Eligibility. Notwithstanding the foregoing, an employee who first becomes an Eligible Employee during a PlanYear may make an initial Deferral Election for the deferral of Salary or Bonus, provided that such Eligible Employee has not previously become eligible to participate in this or any Similar Plan. Any Salary Deferral Election must be made withinthirty days after the date the employee becomes an Eligible Employee and shall apply to Salary earned for services performed after the election is filed with the Administrator. If the employee first becomes an Eligible Employee prior toestablishment of the performance criteria for a Bonus, the eligible Employee may make the Bonus Deferral Election prior to the date that is six months before the end of the performance period but not later than the date the Bonus has become readilyascertainable. If the employee first becomes an Eligible Employee after establishment of the performance criteria or less than six months before the end of the Deferral Period, such Bonus Deferral Election must be made within thirty days after thedate the employee becomes an Eligible Employee and shall apply to that portion of the Bonus earned during the Plan Year multiplied by the ratio of the number of days remaining in the calendar year after the election is filed with the Administratorto the total number of days during the Plan Year that such Employee is employed by an Affiliate. 

**ARTICLE 3**

**VESTING**

**3.1 Vesting**

Amounts deferred under this Plan and any earnings thereon will be 100% vested at all times. 

**ARTICLE 4**

**DEFERRAL ACCOUNTS**

**4.1 Deferral Accounts**

Solely for record keeping purposes, the Administrator will maintain a Deferral Account foreach Participant with such subaccounts as the Administrator [The Administrator is the comp committee. Who will be responsible to the comp committee for the record keeping?] or its record keeper finds necessary or convenient in the administration ofthe Plan. 

**4.2 Timing of Credits**

(a) Salary and BonusDeferrals. The Administrator will credit to the Participant’s Deferral Account the Salary and Bonus Deferrals under Article 2 at the time such amounts would otherwise have been paid to the Participant but for the Deferral Election. [Are wegoing to set up a real or notional account? If real can I assume that the interest rate will be that earned on the account. If notional what will be the interest rate?] 

(b) Interest Crediting Dates. At the end of each calendar month, the balance in the Participant’ s Deferral Account as of the end of the immediately preceding month will be multiplied by the Crediting Ratedivided by 12. The resulting interest amount shall then be credited to the Participant’s Deferral Account. 

**4.3 Statement of Accounts**

The Administrator will periodically provide to each Participant a statement setting forth the balance of the Deferral Account maintained for theParticipant. 

**ARTICLE 5**

**PAYMENT ELECTIONS**

**5.1 Primary Payment Election**

As part of a Deferral Election, a Participant may make a Primary Payment Election specifying the payment schedule for each subaccount that will be created as a result of the Deferral Election. The choices available for a Primary PaymentElection are as follows: 

(a) Monthly installments following Retirement for 60 to 180 months commencing upon (i) the first day of a specified month andyear that may be no later than the month and year in which the Participant attains age 75 (if the Participant has not had a Separation from Service by such specified date, payments will commence upon the Participant’s Retirement); (ii) theParticipant’s Retirement; or (iii) the first day of the month that is a specified number of months following the Participant’s Retirement; or 

(b) A single lump sum payable upon (i) the first day of a specified month and year that may be no later than the month and year in which the Participant attains age 75 (if the Participant has not had a Separation from Service by suchspecified date, payment will be made upon the Participant’s Retirement); (ii) the Participant’s Retirement; or (iii) the first day of the month that is a specified number of months following the Participant’s Retirement; or

(c) Two to ten annual or semi-annual (twice yearly) installments commencing upon (i) the first day of a specified month and year that may be no laterthan the month and year in which the Participant attains age 75 (if the Participant has not had a Separation from Service by such specified date, payments will commence upon the Participant’s Retirement); (ii) the Participant’sRetirement; or (iii) the first day of the month that is a specified number of months following the Participant’s Retirement; or (d) Any combination of the preceding three choices. 

 

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Lump sum payments or initial installment payments will be made within 30 days of the scheduled dates (or within 30 daysfollowing the date that is six months after the Participant’s Separation from Service (or, if earlier, 30 days after the Participant’s death) if such delay is required pursuant to Section 5.5), and interest will be added to thepayment amount for the days elapsed between the scheduled payment date and the actual date of payment. 

If paid in installments, the installments will bepaid in amounts that will amortize the Deferral Account or subaccount balance with interest credited at the Crediting Rate over the period of time benefits are to be paid. For purposes of calculating installments, the Deferral Account or subaccountwill be valued as of the Valuation Date and subsequently as of December 31 each year with subsequent installments adjusted for the next calendar year according to procedures established by the Administrator. Notwithstanding anything herein tothe contrary, distribution in installments shall be treated as a single payment as of the date of the initial installment for purposes of Section 409A of the Code. 

If no Primary Payment Election has been made, the Primary Payment Election shall be deemed to be a single lump sum upon the Participant’s Retirement. 

**5.2 Contingent Payment Election**

As part of a Deferral Election, a Participant may make a Contingent Payment Electionfor each of the Contingent Events of (1) the Participant’s death while employed by an Affiliate, (2) Separation from Service because of Disability and (3) Termination of Employment, for each subaccount that will be created as aresult of the Deferral Election, which Contingent Payment Election will take effect upon the first Contingent Event, if any, that occurs before the Participant’s Retirement. The choices available for the Contingent Payment Election are thosespecified in Section 5.1 except that the references to Retirement shall instead refer to the applicable Contingent Event. 

If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to Retirement, the Administrator will pay the benefit as specified in the Participant’s Primary Payment Election,except that payments scheduled for payment or commencement of payment “upon Retirement” will be paid or commence on the later of (1) the first day of the month in which the Participant’s 55th birthday occurs or would have occurred or (2) the first day of the month following the month in which the Contingent Event occurs. If the Participant has made neither aContingent Payment Election nor a Primary Payment Election and a Contingent Event occurs prior to Retirement, the Payment Election shall be deemed to be a single lump sum upon the Participant’s Contingent Event. 

**5.3 Changes to Payment Elections**

Participants may change a PrimaryPayment Election or Contingent Payment Election, including a deemed Payment Election, after the period allowed for the initial Deferral Election by submitting a new written Payment Election to the Administrator, subject to the following conditions:(1) the new Payment Election shall not be effective unless made at least twelve months before the payment or commencement date scheduled under the prior Payment Election; (2) the new Payment Election must defer a lump sum payment orcommencement of installment payments for a period of at least five years from the date that the lump sum would have been paid or installment payments would have commenced under the prior Payment Election and (3) the election shall not beeffective until twelve months after it is filed with the Administrator. If at the time a new Payment Election is filed, the Administrator determines that imposition of the five-year delay would require that a Participant’s payments begin afterhe or she has attained age 75, then the Participant will not be permitted to make a new Payment Election. The payment schedules available under a new Payment Election are those specified in Section 5.1 and 5.2 (as applicable), subject to theconditions specified in this paragraph. 

**5.4 Small Benefit Exception**

Notwithstanding the foregoing, the Administrator may, in its sole discretion, pay the benefits in a single lump sum if the sum of all benefits payable to the Participant under this Plan and all Similar Plans is lessthan or equal to the applicable dollar amount under Section 402(g)(1)(B) of the Code. 

**5.5 Six-Month Delay in Payment for Specified Employees**

Notwithstanding anything herein to the contrary, in the event that a Participant who is a Specified Employee is entitled to a distribution from the Plandue to the Participant’s Separation from Service, the lump sum payment or the commencement of installment payments, as the case may be, shall not occur before the date that is the earlier of (1) six months following the Participant’sSeparation from Service for reasons other than death or (2) the Participant’s death. 

**ARTICLE 6**

**SURVIVOR BENEFITS**

**6.1 Payment**

Following the Participant’s death, payment of the Participant’s Deferral Account will be made to the Participant’s Beneficiary or Beneficiaries accordingto the payment schedule elected or deemed elected according to Article 5. 

 

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**ARTICLE 7**

**BENEFICIARY DESIGNATION**

**7.1 Beneficiary Designation.**

The Participant will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will bemade in the event of the Participant’s death. The Beneficiary designation will be effective when it is submitted in writing to the Administrator during the Participant’s lifetime on a form prescribed by the Administrator. 

The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of a Participant subsequent to the dateof a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Participant’s new spouse has previously been designated asBeneficiary. 

If a Participant fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, orotherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Participant, then the Administrator will direct the distribution of the benefits to the Participant’s estate. If a primaryBeneficiary dies after commencement the Participant’s death but prior to completion of benefits under this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining payments will be paid to the primaryBeneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate. 

**ARTICLE 8**

**CONDITIONS RELATED TO BENEFITS**

**8.1Nonassignability**

The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person orentity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Participant or other claimants and from all orders, decrees, levies, garnishment or executions against any Participant to the fullestextent allowed by law. Notwithstanding the foregoing, the benefit payable to a Participant may be assigned in full or in part, pursuant to a domestic relations order of a court of competent jurisdiction. 

**8.2 Unforeseeable Emergency Distribution**

A Participant, or aParticipant’s Beneficiary following the Participant’s death, may submit a hardship distribution request to the Administrator in writing setting forth the reasons for the request. The Administrator will have the sole authority to approve ordeny such requests. Upon a finding that the Participant or the Beneficiary has suffered an Unforeseeable Emergency, the Administrator may in its discretion, permit the Participant to cease any on-going deferrals and accelerate distributions ofbenefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency. If a distribution is to be made to a Participant on account of an Unforeseeable Emergency, the Participant may not make deferrals under the Planuntil one entire Plan Year following the Plan Year in which a distribution based on an Unforeseeable Emergency was made has elapsed. 

**8.3 No Right toAssets**

The benefits paid under the Plan will be paid from the general funds of the Employer, and the Participant and any Beneficiary will be no morethan unsecured general creditors of the Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Participant nor the Beneficiary will have a claim to benefits from any otherAffiliate. Plan benefits are available to Eligible Employees of AETI and its participating Affiliates. Amounts of compensation deferred by Participants pursuant to this Plan accrue as liabilities of the participating Affiliate at the time of thedeferral under the terms and conditions set forth herein. By electing to defer compensation under the Plan, Participants consent to AETI sponsorship of the Plan, but acknowledge that AETI is not a guarantor of the benefit obligations of otherparticipating Affiliates. Each participating Affiliate is responsible for payment of the accrued benefits under the Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. 

**8.4 Protective Provisions**

The Participant will cooperate with theAdministrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents toinsure or taking such other actions as may be requested by the Administrator. If the Participant refuses to cooperate, the Administrator and the Employer will have no further obligation to the Participant under the Plan. 

**8.5 Constructive Receipt**

Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have been constructively received by a Participant and must be recognized as incomefor federal income tax purposes, distribution of the amounts included in a Participant’s income will be made to such Participant. The determination of the Administrator under this Section 8.5 will be binding and conclusive. 

 

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**8.6 Withholding**

TheParticipant or the Beneficiary will make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to theaccrual or payment of benefits under the Plan. If no other arrangements are made, the Administrator may provide, at its discretion, for such withholding and tax payments as may be required. 

**8.7 Incapacity**

If any person entitled to payments under this Planis, in the opinion of the Administrator or its designee, incapacitated and unable to use such payments in his or her own best interest, the Administrator or its designee may direct that payments (or any portion) be made to that person’s legalguardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. The Administrator or its designee will have no obligation to supervise the use of such payments, and court-appointedguardianship or conservatorship may be required. 

**ARTICLE 9**

**PLAN ADMINISTRATION**

**9.1 Plan Interpretation**

The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight asnecessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of thePlan. All decisions of the Administrator will be final and binding. 

**9.2 Limited Liability**

Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation andadministration of this Plan. 

**ARTICLE 10**

**AMENDMENT OR TERMINATION OF PLAN**

**10.1 Amendment of Plan**

Subject to the terms of Section 10.3, AETI may at any time amend the Plan in whole or in part, provided, however, that the amendment (i) will not decrease thebalance of the Participant’s Deferral Account at the time of the amendment and (ii) will not retroactively decrease the applicable Crediting Rates of the Plan prior to the time of the amendment. AETI may amend the Crediting Rates of thePlan prospectively, in which case the Administrator will notify the Participant of the amendment in writing within 30 days after the amendment. 

**10.2Termination of Plan**

Subject to the terms of Section 10.3, AETI may at any time terminate the Plan. If AETI terminates the Plan, distributions tothe Participants or their Beneficiaries shall be made on the dates on which the Participants or Beneficiaries would receive benefits hereunder without regard to the termination of the Plan except that payments may be made upon termination of thePlan if the requirements for accelerated payment under Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) are satisfied. 

**10.3 Amendment orTermination after Change in Control**

Notwithstanding the foregoing, AETI will not amend or terminate the Plan without the prior written consent ofaffected Participants for a period of two calendar years following a Change in Control of AETI and will not thereafter amend or terminate the Plan in any manner which affects any Participant (or Beneficiary of a deceased Participant) who commencesreceiving payment of benefits under the Plan prior to the end of the two year period following a Change in Control. 

**10.4 Exercise of Power to Amend orTerminate**

AETI’s power to amend or terminate the Plan will be exercisable by the Compensation Committee of the AETI Board of Directors.

**ARTICLE 11**

**CLAIMS AND REVIEW PROCEDURES**

**11.1 Claims Procedurefor Claims Other Than for Vesting due to Disability**

(a) Except for claims due to Disability, the Administrator will notify a Participant or his or herBeneficiary (or person submitting a claim on behalf of the Participant or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefitsunder the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan onwhich the denial is based, (3) a description of any additional information or material necessary for the 

 

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claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan’s claims review procedure and otherappropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notifythe claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period. 

(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewedby the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her tobenefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator inwriting, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written ina manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, because of the need for a hearing, the 60-day period is not sufficient, the decision may be deferred for up to another60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant’s Beneficiaries. 

**11.2 Claims Procedure for Claims due to Disability**

(a) Within areasonable period of time, but not later than 45 days after receipt of a claim due to Disability, the Administrator or its delegate shall notify the claimant of any adverse benefit determination on the claim, unless circumstances beyond thePlan’s control require an extension of time for processing the claim. In no event may the extension period exceed 30 days from the end of the initial 45-day period. If an extension is necessary, the Administrator or its delegate shall providethe claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render adetermination on the claim. If, prior to the end of the first 30-day extension period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extensionperiod, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstancesrequiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved issuesthat prevent a decision on the claim, and the additional information needed to resolve those issues, and that the claimant has at least 45 days within which to provide the specified information. 

(b) In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth ina manner calculated to be understood by the claimant (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) adescription of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; (iv) a description of the Plan’s claim review procedures and the timelimits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and in accordance with thisSection 11.2 (v) if an internal rule, guideline, protocol or similar criterion (“internal standard”) was relied upon in making the determination, a copy of the internal standard shall be provided to the claimant free of chargeupon request; and (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination or a statement that suchexplanation shall be provided free of charge upon request. 

(c) If a claimant is determined by the Administrator not to be eligible for benefits, or if theclaimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 180 days afterreceipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 45 days after receipt by the Administrator of thepetition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. TheAdministrator will notify the claimant of its decision in writing within the 45-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and including the information described inSection 10.2(b) above. If, because of the need for a hearing, the 45-day period is not sufficient, the decision may be deferred for up to another 45-day period at the election of the Administrator, but notice of this deferral will be given tothe claimant. In the event of the death of the Participant, the same procedures will apply to the Participant’s Beneficiaries. 

**11.3 DisputeArbitration**

Notwithstanding the foregoing, and because it is agreed that time will be of the essence in determining whether any payments are due to aclaimant under the Plan, a claimant may, if he or she desires, submit any claim for payment under the Plan to arbitration. This right to select arbitration will be solely that of the claimant and the claimant may decide whether or not to arbitratein his or her 

 

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discretion. The “right to select arbitration” is not mandatory on the claimant, and the claimant may choose in lieu thereof to bring an action inan appropriate civil court. Once an arbitration is commenced, however, it may not be discontinued without the mutual consent of both parties to the arbitration. During the lifetime of the Participant only he or she can use the arbitration procedureset forth in this section. 

Any claim for arbitration may be submitted as follows: if a claimant has submitted a request to be paid under the Plan and theclaim is finally denied by the Administrator in whole or in part, the claim may be filed in writing with an arbitrator of the claimant’s choice who is selected by the method described in the next four sentences. The first step of the selectionwill consist of the claimant submitting a list of five potential arbitrators to the Administrator. Each of the five arbitrators must be either (1) a member of the National Academy of Arbitrators located in the State of Texas or (2) aretired Texas District Court or Court of Appeals judge. Within one week after receipt of the list, the Administrator will select one of the five arbitrators as the arbitrator for the dispute in question. If the Administrator fails to select anarbitrator within one week after receipt of the list, the claimant will then designate one of the five arbitrators for the dispute in question. 

Thearbitration hearing will be held within seven days (or as soon thereafter as possible) after the picking of the arbitrator. No continuance of said hearing will be allowed without the mutual consent of the claimant and the Administrator. Absence fromor nonparticipation at the hearing by either party will not prevent the issuance of an award. Hearing procedures which will expedite the hearing may be ordered at the arbitrator’s discretion, and the arbitrator may close the hearing in his orher sole discretion when he or she decides he or she has heard sufficient evidence to satisfy issuance of an award. 

The arbitrator’s award will berendered as expeditiously as possible and in no event later than one week after the close of the hearing. 

In the event the arbitrator finds that theAdministrator or the Employer has breached the terms of the Plan, he or she will order the Employer to pay to the claimant within two business days after the decision is rendered the amount then due the claimant, plus, notwithstanding anything tothe contrary in the Plan, an additional amount equal to 20% of the amount actually in dispute. This additional amount will constitute an additional benefit under the Plan. The award of the arbitrator will be final and binding upon the Parties.

The award may be enforced in any appropriate court as soon as possible after its rendition. The Administrator will be considered the prevailing party in adispute if the arbitrator determines (1) that neither the Administrator nor the Employer has breached the terms of the Plan and (2) the claim by the claimant was not made in good faith. Otherwise, the claimant will be considered theprevailing party. In the event that the Administrator is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (excluding any attorneys’ fees incurred by the Administrator) including the fees of astenographic reporter, if employed, will be paid by the losing party. In the event that the claimant is the prevailing party, the fee of the arbitrator and all necessary expenses of the hearing (including all attorneys’ fees incurred by theclaimant in pursuing his or her claim and the fees of a stenographic reporter, if employed) will be paid by the Employer. 

Notwithstanding the foregoing,if the claim is for Disability benefits, the following rules apply: (1) the Administrator will not assert that a claimant has failed to exhaust administrative remedies if the claimant does not submit to arbitration, (2) any applicablestatute of limitations or other similar defense is tolled during the time the arbitration is pending, (3) the claimant may only submit to arbitration after exhausting the claims procedures described above, and (4) no fees or costs will beimposed on the claimant as part of the arbitration (other than the claimant’s attorneys’ fees). 

**ARTICLE 12**

**MISCELLANEOUS**

**12.1 Successors**

The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer. 

**12.2 Trust**

The Employers will be responsible for the payment ofall benefits under the Plan. At their discretion, the Employers may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. The trust or trusts may be irrevocable, but an Employer’s share of theassets [Will there be any under this plan?] thereof will be subject to the claims of the Employer’s creditors. Benefits paid to the Participant from any such trust will be considered paid by the Employer for purposes of meeting the obligationsof the Employer under the Plan. 

**12.3 Employment Not Guaranteed**

Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Participant any right to continue in employment with the Employer or any other Affiliate. 

 

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**12.4 Gender, Singular and Plural**

All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as theplural and the plural as the singular. 

**12.5 Captions**

The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions. 

**12.6 Validity**

If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in anyrespect whatsoever, the validity of any other provisions of the Plan. 

**12.7 Waiver of Breach**

The waiver by AETI or the Administrator of any breach of any provision of the Plan by the Participant will not operate or be construed as a waiver of any subsequentbreach by the Participant. 

**12.8 Applicable Law**

ThePlan will be governed and construed in accordance with the laws of Texas except where the laws of Texas are preempted by ERISA. 

**12.9 Notice**

Any notice or filing required or permitted to be given to the Administrator under the Plan will be sufficient if in writing and hand-delivered, or sentby first class mail to the principal office of AETI, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark. 

**12.10 ERISA Plan**

The Plan is intended to be an unfunded planmaintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 ofTitle I of ERISA. AETI is the named fiduciary. 

**12.11 Statutes and Regulations**

Any reference to a statute or regulation herein shall include any successor to such statute or regulation. 

**IN WITNESSWHEREOF**, AETI has duly adopted this Plan effective the 1st day of January, 2009. 

 
**AMERICAN ELECTRIC TECHNOLOGIES, INC.**By: 
 
 SecretaryDated: 
 

 

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