Prepared by MERRILL CORPORATION www.edgaradvantage.com




QuickLinks
 -- Click here to rapidly navigate through this document

EXHIBIT 10.12  


 
 


    MIPS TECHNOLOGIES, INC.
  NONQUALIFIED DEFERRED COMPENSATION PLAN    
  


Effective
as of January 1, 2000 






 
MIPS TECHNOLOGIES, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN
  Effective as of January 1, 2000
 TABLE OF CONTENTS  



	 
	 	 
	 	 

	
ARTICLE 1: DEFINITIONS
	1.1	 	ACCOUNT	 	1
	1.2	 	BENEFICIARY	 	1
	1.3	 	CODE	 	1
	1.4	 	COMPENSATION	 	1
	1.5	 	COMPENSATION DEFERRAL ACCOUNT	 	1
	1.6	 	COMPENSATION DEFERRALS	 	1
	1.7	 	DESIGNATION DATE	 	1
	1.8	 	DIRECTOR	 	1
	1.9	 	EFFECTIVE DATE	 	1
	1.10	 	ELIGIBLE EMPLOYEE	 	1
	1.11	 	EMPLOYER	 	2
	1.12	 	EMPLOYER CONTRIBUTION CREDIT ACCOUNT	 	2
	1.13	 	ENTRY DATE	 	2
	1.14	 	FORM AND TIMING OF PAYMENT ELECTION FORM	 	2
	1.15	 	PARTICIPANT	 	2
	1.16	 	PLAN	 	2
	1.17	 	PLAN COMMITTEE	 	2
	1.18	 	PLAN YEAR	 	3
	1.19	 	SALARY OR BONUS REDUCTION ELECTION FORM	 	2
	1.20	 	SURVIVOR BENEFIT	 	2
	1.21	 	TOTAL AND PERMANENT DISABILITY	 	2
	1.22	 	TRUST	 	2
	1.23	 	TRUSTEE	 	2
	1.24	 	VALUATION DATE	 	2
	
ARTICLE 2: ELIGIBILITY AND PARTICIPATION
	2.1	 	REQUIREMENTS	 	3
	2.2	 	RE-EMPLOYMENT	 	3
	2.3	 	CHANGE OF EMPLOYMENT CATEGORY	 	3
	
ARTICLE 3: CONTRIBUTIONS AND CREDITS
	3.1	 	PARTICIPANT CONTRIBUTIONS AND CREDITS	 	3
	 	 	(a)  Compensation Deferrals	 	3
	 	 	(b)  The Participant's Compensation Deferral Account	 	3
	3.2	 	CONTRIBUTIONS TO THE TRUST	 	4
	
ARTICLE 4: ALLOCATION OF FUNDS
	4.1	 	ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS	 	4
	4.2	 	ACCOUNTING FOR DISTRIBUTIONS	 	4
	4.3	 	SEPARATE ACCOUNTS	 	4
	4.4	 	INTERIM VALUATIONS	 	4



i





 

	4.5	 	DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS	 	4
	4.6	 	EXPENSES AND TAXES	 	5
	
ARTICLE 5: ENTITLEMENT TO BENEFITS
	5.1	 	FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT	 	5
	5.2	 	IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY	 	6
	5.3	 	HARDSHIP DISTRIBUTIONS	 	6
	5.4	 	RE-EMPLOYMENT OF RECIPIENT	 	7
	
ARTICLE 6: DISTRIBUTION OF BENEFITS
	6.1	 	AMOUNT	 	7
	6.2	 	METHOD OF PAYMENT	 	7
	6.3	 	DEATH OR DISABILITY BENEFITS	 	7
	
ARTICLE 7: BENEFICIARIES; PARTICIPANT DATA
	7.1	 	DESIGNATION OF BENEFICIARIES	 	8
	7.2	 	INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES	 	8
	
ARTICLE 8: ADMINISTRATION
	8.1	 	ADMINISTRATIVE AUTHORITY	 	8
	8.2	 	LITIGATION	 	9
	8.3	 	CLAIMS PROCEDURE	 	9
	
ARTICLE 9: AMENDMENT
	9.1	 	RIGHT TO AMEND	 	10
	9.2	 	AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN	 	10
	9.3	 	STATUS OF PARTICIPANTS	 	10
	
ARTICLE 10: TERMINATION
	10.1	 	EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN	 	10
	10.2	 	AUTOMATIC TERMINATION OF PLAN	 	11
	10.3	 	SUSPENSION OF DEFERRALS	 	11
	10.4	 	ALLOCATION AND DISTRIBUTION	 	11
	10.5	 	SUCCESSOR TO EMPLOYER	 	11
	
ARTICLE 11: THE TRUST
	11.1	 	ESTABLISHMENT OF TRUST	 	11
	
ARTICLE 12: MISCELLANEOUS
	12.1	 	LIMITATIONS ON LIABILITY OF EMPLOYER	 	11
	12.2	 	CONSTRUCTION	 	12
	12.3	 	SPENDTHRIFT PROVISION	 	12




ii





 
MIPS TECHNOLOGIES, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN
  Effective as of January 1, 2000
 RECITALS  


    This MIPS Technologies, Inc. Nonqualified Deferred Compensation Plan (the "Plan") is adopted by MIPS Technologies, Inc. (the "Employer") for
certain of its eligible employees on the U.S. payroll. The purpose of the Plan is to offer those employees an opportunity to elect to defer the receipt of compensation in order to provide
post-employment and related benefits taxable pursuant to section 451 of the Internal Revenue Code of 1986, as amended (the "Code"). The Plan is intended to be a
"top-hat" plan (i.e., an unfunded deferred compensation plan maintained for a select group of management or highly-compensated employees) under sections 201(2), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974 ("ERISA"). 



    Accordingly,
the following Plan is adopted. 


 
 

ARTICLE 1
  DEFINITIONS    
  


    1.1  ACCOUNT means the balance credited to a Participant's or Beneficiary's Plan account, including amounts credited
under the Compensation Deferral and the Employer Contribution Credit Account and deemed income, gains and losses (as determined by the Employer, in its discretion) credited thereto. A Participant's or
Beneficiary's Account shall be determined as of the date of reference. 


    1.2  BENEFICIARY means any person or persons so designated in accordance with the provisions of Article 7. 


    1.3  CODE means the Internal Revenue Code of 1986 and the regulations thereunder, as amended from time to time. 


    1.4  COMPENSATION means the total current cash remuneration, including regular salary and bonus awards, paid by the
Employer to an Eligible Employee with respect to his or her service for the Employer (as determined by the Employer, in its discretion). 


    1.5  COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.1(b). 


    1.6  COMPENSATION DEFERRALS is defined in Section 3.1(a). 


    1.7  DESIGNATION DATE means the date or dates as of which a designation of deemed investment directions by an individual
pursuant to Section 4.5, or any change in a prior designation of deemed investment directions by an individual pursuant to Section 4.5, shall become effective. The Designation Dates in
any Plan Year shall be designated by the Employer. 


    1.8  DIRECTOR is defined as a person in a position defined as Director level by the Company's Human Resources
guidelines. 


    1.9  EFFECTIVE DATE means the effective date of the Plan, which shall be January 1, 2000. 


    1.10  ELIGIBLE EMPLOYEE means, for any Plan Year (or applicable portion thereof), a person employed by the Employer on
the U.S. payroll as a Director (or above), who is determined by the Employer to be a member of a select group of management or highly compensated employees under the Plan. By each December 1
(or before the Effective Date for the Plan's first Plan Year), the Employer shall notify those individuals, if any, who will be Eligible Employees for the next Plan Year. If the Employer determines
that an individual first becomes an Eligible Employee during a Plan Year, 


1





 


the Employer shall notify such individual of its determination and of the date during the Plan Year on which the individual shall first become an Eligible Employee. 



    1.11  EMPLOYER means MIPS Technologies, Inc. and its successors and assigns unless otherwise herein provided, or
any other corporation or business organization which, with the consent of MIPS Technologies, Inc., or its successors or assigns, assumes the Employer's obligations hereunder, or any
other corporation or business organization which agrees, with the consent of MIPS Technologies, Inc., to become a party to the Plan. 


    1.12  EMPLOYER CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.2. 



    1.8  ENTRY DATE with respect to an individual means 30 days following the date on which the individual first
becomes an Eligible Employee. 


    1.9  FORM AND TIMING OF PAYMENT ELECTION FORM means the form or forms on which a Participant elects the form and timing
of the Participant's Plan benefit. 


    1.10  PARTICIPANT means any person so designated in accordance with the provisions of Article 2, including, where
appropriate according to the context of the Plan, any former employee who is or may become (or whose Beneficiaries may become) eligible to receive a benefit under the Plan. 



    1.11  PLAN means this MIPS Technologies, Inc. Nonqualified Deferred Compensation Plan, as amended from time to
time. 


    1.17  PLAN COMMITTEE or "Committee" refers to the officers and employees of the Company who act on behalf of the Company
in discharging the Company's duties as the Plan Administrator. Notwithstanding any other provision of the Plan document, any member of the Committee or any other officer or employee of the Company who
exercises discretion or authority on behalf of the Company shall not be a fiduciary of the Plan merely by virtue of his or her exercise of such discretion or authority. The Vice President of Human
Resources & Administration shall identify the Company officers and employees who shall serve as members of the Committee. Absent a designation to the contrary, the Chief Executive Officer shall
act on behalf of the Company and the Committee. Because this Plan is a "top hat" arrangement, the Committee shall not be subject to the duties imposed by the provisions of Part 4 of Title I of
ERISA. 


    1.18  PLAN YEAR means the twelve (12) month period ending on December 31 of each year during which the
Plan is in effect. 



    1.19  SALARY OR BONUS REDUCTION ELECTION FORM means the form or forms on which a Participant elects to defer
Compensation hereunder and on which the Participant makes certain other designations as required thereon. 


    1.20  SURIVOR BENEFIT means the scheduled benefit payable to the Participant's Beneficiary. 


    1.21  TOTAL AND PERMANENT DISABILITY means the inability to perform the material duties of your regular occupation by
reason of any medically determinable physical or mental impairment that may be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than
12 months. The permanence and degree of such impairment shall be supported by medical evidence. Disability will be determined to exist if the Participant is receiving disability benefits under
the Social Security Act or Railroad Retirement Act. 


    1.22  TRUST means the Trust described in Article 11. 


    1.23  TRUSTEE means the trustee of the Trust described in Article 11. 



    1.24  VALUATION DATE means the last day of each Plan Year and any other date that the Employer, in its sole discretion,
designates as a Valuation Date. 


2





 
 
 

ARTICLE 2
  ELIGIBILITY AND PARTICIPATION    
  


    2.1  REQUIREMENTS. Every Eligible Employee on the Effective Date shall be eligible to become a Participant on the
Effective Date. Every other Eligible Employee shall be eligible to become a Participant on the first Entry Date occurring on or after the date on which he or she becomes an Eligible Employee. No
individual shall become a Participant, however, if he or she is not an Eligible Employee on the date his or her participation is to begin. 


    2.2  RE-EMPLOYMENT. If a Participant whose employment with the Employer is terminated is subsequently
re-employed, he or she shall become a Participant in accordance with the provisions of Section 2.1. 



    2.3  CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant remains in the employ of the Employer, but
ceases to be an Eligible Employee, he or she shall not be eligible to make Compensation Deferrals hereunder. 


 
 

ARTICLE 3
  CONTRIBUTIONS AND CREDITS    
  


    3.1  PARTICIPANT CONTRIBUTIONS AND CREDITS.



    (a) Compensation Deferrals. In accordance with rules established by the Employer, a Participant may elect to defer
Compensation which is due to be earned and which would otherwise be paid to the Participant, in a lump sum or in any fixed periodic dollar amounts designated by the Participant. Amounts so deferred
will be considered a Participant's "Compensation Deferrals." Ordinarily, a Participant shall make such an election with respect to the coming twelve (12) month Plan Year during the period
beginning on December 1 and ending on December 31 of the prior calendar year, or during such other period as might be established by the Employer. 




        Compensation
Deferrals shall be made through regular payroll deductions or through an election by the Participant to defer the payment of a bonus not yet payable to
him or her at the time of the election. The Participant may change his or her regular payroll deduction Compensation Deferral amount as of, and by written notice delivered to the Employer prior to,
the beginning of any calendar quarter, with such change being first effective for Compensation to be earned in the next calendar quarter. In the case of bonus payment deferrals, the Participant may
defer up to the eligible portion of his or her bonus due to be paid by the Employer by delivering written notice to the Employer of the bonus Compensation deferral amount at least 90 days prior
to the date the applicable bonus is first due to be paid. 


        Once
made, a Compensation Deferral regular payroll deduction election shall continue in force indefinitely, until changed as provided above. A Compensation Deferral
bonus payment election shall continue in force only for the Plan Year for which the election is first effective. Compensation
Deferrals shall be deducted by the Employer from the pay of a deferring Participant and shall be credited to the Compensation Deferral Account of the deferring Participant. 



    (b) The Participant's Compensation Deferral Account. There shall be established and maintained by the Employer a
separate Compensation Deferral Account in the name of each Participant to which shall be credited or debited: (a) amounts equal to the Participant's Compensation Deferrals; (b) amounts
equal to any earnings or losses attributable or allocable thereto. 




        A
Participant shall at all times be 100% vested in amounts credited to his or her Compensation Deferral Account. 


3





 


    3.2  CONTRIBUTIONS TO THE TRUST. An amount shall be contributed by the Employer to the Trust maintained under
Section 11.1 equal to the amount(s) required to be credited to the Participant's Account under Sections 3.1. The Employer shall make a good faith effort to contribute these amounts to the Trust
as soon as practicable. 


 
 

ARTICLE 4
  ALLOCATION OF FUNDS    
  


    4.1  ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS. Subject to Section 4.5, each Participant shall have the
right to direct the Employer as to how amounts in his or her Plan Account shall be deemed to be invested. Subject to such limitations as may from time to time be required by law, imposed by the
Employer or the Trustee or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Plan Committee, prior to the date on which a
direction will become effective, the Participant shall have the right to direct the Employer as to how amounts in his or her Account shall be deemed to be invested. The Employer shall direct the
Trustee to invest the account maintained in the Trust on behalf of the Participant pursuant to the deemed investment directions the Employer properly has received from the Participant. 



        The
value of the Participant's Account shall be equal to the value of the Account maintained under the Trust on behalf of the Participant. As of each Valuation Date
of the Trust, the Participant's Account
will be credited or debited to reflect the Participant's deemed investments of the Trust. The Participant's Plan Account will be credited or debited with the increase or decrease in the realizable net
asset value or credited interest, as applicable, of the designated deemed investments, as follows. As of each Valuation Date, an amount equal to the net increase or decrease in realizable net asset
value or credited interest, as applicable (as determined by the Trustee), of each deemed investment option within the Account since the preceding Valuation Date shall be allocated among all
Participants' Accounts deemed to be invested in that investment option in accordance with the ratio which the portion of the Account of each Participant which is deemed to be invested within that
investment option, determined as provided herein, bears to the aggregate of all amounts deemed to be invested within that investment option. 


    4.2  ACCOUNTING FOR DISTRIBUTIONS. As of the date of any distribution hereunder, the distribution made hereunder to the
Participant or his or her Beneficiary or Beneficiaries shall be charged to such Participant's Account. Such amounts shall be charged on a pro rata basis against the investments of the Trust in which
the Participant's Account is deemed to be invested. 


    4.3  SEPARATE ACCOUNTS. A separate bookkeeping account under the Plan shall be established and maintained by the
Employer to reflect the Account for each Participant with bookkeeping sub-accounts to show separately the Participant's Compensation Deferral Account. Each sub-account will
separately account for the credits and debits described in Article 3. 


    4.4  INTERIM VALUATIONS. If it is determined by the Employer that the value of a Participant's Account as of any date on
which distributions are to be made differs materially from the value of the Participant's Account on the prior Valuation Date upon which the distribution is to be based, the Employer, in its
discretion, shall have the right to designate any date in the interim as a Valuation Date for the purpose of revaluing the Participant's Account so that the Account will, prior to the distribution,
reflect its share of such material difference in value. 


    4.5  DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS. Subject to such limitations as may from time to time be required by
law, imposed by the Employer or the Trustee or contained elsewhere in the Plan, and subject to such operating rules and procedures as may be imposed from time to time by the Plan Committee, prior to
and effective for each Designation Date, each Participant may communicate to the Employer a direction (in accordance with (a), below) as to how his or her 


4





 


Plan Accounts should be deemed to be invested among such categories of deemed investments as may be made available by the Employer hereunder. Such direction shall designate the percentage (in any
whole percent multiples or whole dollar amounts eligible) of each portion of the Participant's Plan
Accounts which is requested to be deemed to be invested in such categories of deemed investments, and shall be subject to the following rules: 



    (a) Any
initial or subsequent deemed investment direction shall be in writing, on a form supplied by and filed with the Employer, and/or, as required or permitted by
the Employer. A designation shall be effective as of the Designation Date next following the date the direction is received and accepted by the Employer on which it would be reasonably practicable for
the Employer to effect the designation. 


    (b) All
amounts credited to the Participant's Account shall be deemed to be invested in accordance with the then effective deemed investment direction, and as of the
Designation Date with respect to any new deemed investment direction, all or a portion of the Participant's Account at that date shall be reallocated among the designated deemed investment funds
according to the percentages specified in the new deemed investment direction unless and until a subsequent deemed investment direction shall be filed and become effective. An election concerning
deemed investment choices shall continue indefinitely as provided in the Participant's most recent investment direction form provided by and filed with the Employer. 


    (c) If
the Employer receives an initial or revised deemed investment direction which it deems to be incomplete, unclear or improper, the Participant's investment
direction then in effect shall remain in effect (or, in the case of a deficiency in an initial deemed investment direction, the Participant shall be deemed to have filed no deemed investment
direction) until the next Designation Date, unless the Employer provides for, and permits the application of, corrective action prior thereto. 



    (d) If
the Employer possesses (or is deemed to possess as provided in (c), above) at any time directions as to the deemed investment of less than all of a Participant's
Account, the Participant shall be deemed to have directed that the undesignated portion of the Account be deemed to be invested in a money market, fixed income or similar fund made available under the
Plan as determined by the Employer in its discretion. 


    (e) Each
Participant hereunder, as a condition to his or her participation hereunder, agrees to hold the Employer and its agents and representatives harmless, for any
losses or damages of any kind relating to the investment of the Participant's Account hereunder, other than such losses or damages that result directly from gross negligence or intentional malfeasance
on the part of the Employer or its agents or representatives. 


    (f)  Each
reference in this Section to a Participant shall be deemed to include, where applicable, a reference to a Beneficiary. 




    4.6  EXPENSES AND TAXES. Expenses, including Trustee fees, associated with the administration or operation of the Plan
shall be paid by the Employer from its general assets. Any taxes allocable to an Account (or portion thereof) maintained under the Plan which are payable prior to the distribution of the Account (or
portion thereof), as determined by the Employer, shall be paid by the Employer. 


 
 

ARTICLE 5
  ENTITLEMENT TO BENEFITS    
  


    5.1  FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT. On his or her Form and Timing of Payment Election Form, a
Participant may select a fixed payment date for the payment or commencement of payment of his or her Account (or the Participant may select fixed payment dates 


5





 


for the payment or commencement of payment of portions of his or her Account), which will be valued and payable according to the provisions of Article 6. Such payment dates may be extended to
later dates so long as elections to so extend the dates are made by the Participant at least six (6) months prior to the date on which the distribution is to be made or commence. Such payment
dates may not be accelerated, except as provided in Section 5.2. 


        A
Participant who selects payment or commencement of payment of his or her Account (or portions thereof) on a fixed date or dates shall receive payment of his or her
Account at the earlier of such fixed payment date or dates (as extended, if applicable) or his or her termination of employment with the Employer. 


        The
date must be a date after at least 2 full calendar years following the calendar year in which the Form and Timing of Payment Election is executed. 


        If
a Participant does not make an election as provided above for any particular amounts hereunder, and the Participant terminates employment with the Employer for any
reason, the Participant's Account at the date of such termination shall be valued and payable at or commencing at such termination according to the provisions of Article 6. 


    5.2  IMMEDIATE DISTRIBUTION ELECTION; TEN PERCENT PENALTY. In addition to a Participant's option to have payment or
commencement of payment of his or her account occur on the fixed payment date described in Section 5.1 or on the Participant's termination of employment as described in Section 5.1, a
Participant may elect to have his or her Account (or a portion thereof) paid or commence to be paid as soon as possible upon his or her election. For purposes of this Section, the value of the
Participant's Account shall be determined as of the date of the distribution. Any amount paid pursuant to this Section shall be subject to a ten percent (10%) penalty, with the amount of the penalty
being returned to the Employer. In the event of an immediate distribution elected under this Section, the ten percent (10%) penalty on the entire portion of the account to be distributed under this
Section shall be returned to the Employer on or about the date of the distribution. 


        Any
Participant wishing to elect an immediate distribution pursuant to this Section must complete an Immediate Distribution Election Form and receive approval from
the Company. The distribution shall occur or commence as soon as is administratively feasible following the Employer's receipt of the Immediate Distribution Election Form. 


    5.3  HARDSHIP DISTRIBUTIONS. In the event of financial hardship of the Participant, as hereinafter defined, the
Participant may apply to the Plan Committee for the distribution of all or any part of his or her Account. The Plan Committee shall consider the circumstances of each such case, and the best interests
of the Participant and his or her family, and shall have the right, in its sole discretion, if applicable, to allow such distribution, or, if applicable, to direct a distribution of part of the amount
requested, or to refuse to allow any distribution. Upon a finding of financial hardship, the Plan Committee shall make the appropriate distribution to the Participant from amounts held by the Plan
Committee in respect of the Participant's Account. In no event shall the aggregate amount of the distribution exceed either the full value of the Participant's Account or the amount determined by the
Plan Committee to be necessary to alleviate the Participant's financial hardship (which financial hardship may be considered to include any taxes due because of the distribution occurring because of
this Section), and which is not reasonably available from other resources of the Participant. For purposes of this Section, the value of the Participant's Account shall be determined as of the date of
the distribution. "Financial hardship" means (a) a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent
(as defined in Code section 152(a)) of the Participant, (b) loss of the Participant's property due to casualty, or (c) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, each as determined to exist by the Plan Committee. A distribution may be made under this Section only with the consent of the Plan
Committee. 


6





 


    5.4  RE-EMPLOYMENT OF RECIPIENT. If a Participant receiving installment distributions pursuant to
Section 6.2 is re-employed by the Employer, the remaining distributions due to the Participant shall be suspended until such time as the Participant (or his or her Beneficiary) once
again becomes eligible for
benefits under Section 5.1 or 5.2, at which time such distribution shall commence, subject to the limitations and conditions contained in this Plan. 


 
 

ARTICLE 6
  DISTRIBUTION OF BENEFITS    
  


    6.1  AMOUNT. A Participant (or his or her Beneficiary) shall become entitled to receive, on or about earlier of the
Participant's termination of employment with the Employer or the date or dates selected by the Participant on his or her Form and Timing of Payment Election Form (or, if no such selection is made, on
or about the date of the Participant's termination of employment with the Employer), a distribution in an aggregate amount equal to the Participant's Account. A Participant may alternatively elect to
receive an immediate distribution, subject to a ten percent (10%) penalty, of all or a portion of his or her Account pursuant to Section 5.2. Any payment due hereunder from the Trust which is
not paid by the Trust for any reason will be paid by the Employer from its general assets. 


    6.2  METHOD OF PAYMENT.



    (a) Payments. Payments under the Plan shall be made as elected by the Participant and as permitted by the Employer in
its sole and absolute discretion and subject to applicable restrictions on transfer as may be applicable legally or contractually. 



    (b) Timing and Manner of Payment. In the case of distributions to a Participant or his or her Beneficiary by virtue of
an entitlement pursuant to Sections 5.1 or 5.2, an aggregate amount equal to the Participant's Account will be paid by the Trust or the Employer, as soon as is administratively feasible, in a lump sum
or in up to ten (10) substantially equal annual installments (adjusted for gains and losses), as selected by the Participant as provided in Article 5. If a Participant fails to designate
properly the manner of payment of the Participant's benefit under the Plan, such payment will be in a lump sum. 




        If
the whole or any part of a payment hereunder is to be in installments, the total to be so paid shall continue to be deemed to be invested pursuant to Sections 4.1
and 4.5 under such procedures as the Employer may establish, in which case any deemed income, gain, loss or expense or tax allocable thereto (as determined by the Trustee, in its discretion) shall be
reflected in the installment payments, in such equitable manner as the Trustee shall determine. 


    6.3  DEATH OR DISABILITY BENEFITS.



    (a) Disability Benefits. If a Participant experiences a Total and Permanent Disability before terminating his or her
employment with the Employer, the entire value of the Participant's Account shall be paid, at the time(s) selected by the Participant under Section 5.1 and in the manner provided in
Section 6.2, to the person or persons designated in accordance with Section 7.1. 


    (b) Death Benefits. If a Participant dies before terminating his or her employment with the Employer, and before the
commencement of payments to the Participant hereunder, the Beneficiary shall receive the Survivor Benefit. 




    Upon
the death of a Participant after payments hereunder have begun but before he or she has received all payments to which he or she is entitled under the Plan, the remaining benefit
payments shall be paid to the person or persons designated in accordance with Section 7.1, in the manner in which such benefits were payable to the Participant. 


7





 
 
 

ARTICLE 7
  BENEFICIARIES; PARTICIPANT DATA    
  


    7.1  DESIGNATION OF BENEFICIARIES. Each Participant from time to time may designate any person or persons (who may be
named contingently or successively) to receive such benefits as may be payable under the Plan upon or after the Participant's death, and such designation may be changed from time to time by the
Participant by filing a new designation. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Employer, and will be effective only when
filed in writing with the Employer during the Participant's lifetime. 


        In
the absence of a valid Beneficiary designation, or if, at the time any benefit payment is due to a Beneficiary, there is no living Beneficiary validly named by the
Participant, the Employer shall pay any such benefit payment to the Participant's spouse, if then living, but otherwise to the Participant's then living descendants, if any,  per stirpes, but, if none,
to the Participant's estate. In determining the
existence or identity of anyone entitled to a benefit payment, the Employer may rely conclusively upon information supplied by the Participant's personal representative, executor or administrator. If
a question arises as to the existence or identity of anyone entitled to receive a benefit payment as aforesaid, or if a dispute arises with respect to any such payment, then, notwithstanding the
foregoing, the Employer, in its sole discretion, may distribute such payment to the Participant's estate without liability for any tax or other consequences which might flow therefrom, or may take
such other action as the Employer deems to be appropriate. 


    7.2  INFORMATION TO BE FURNISHED BY PARTICIPANTS AND BENEFICIARIES; INABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES.
Any communication, statement or notice addressed to a Participant or to a Beneficiary at his or her last post office address as shown on the Employer's records shall be binding on the Participant or
Beneficiary for all purposes of the Plan. The Employer shall not be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If the
Employer notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known
to the Employer within three (3) years thereafter, then, except as otherwise required by law, if the location of one or more of the next of kin of the Participant is known to the Employer, the
Employer may direct distribution of such amount to any one or more or all of such next of kin, and in such proportions as the Employer determines. If the location of none of the foregoing persons can
be determined, the Employer shall have the right to direct that the amount payable shall be deemed to be a forfeiture, except that the dollar amount of the forfeiture, unadjusted for deemed gains or
losses in the interim, shall be paid by the Employer if a claim for the benefit subsequently is made by the Participant or the Beneficiary to whom it was payable. If a benefit payable to an unlocated
Participant or Beneficiary is subject to escheat pursuant to applicable state law, the Employer shall not be liable to any person for any payment made in accordance with such law. 


 
 

ARTICLE 8
  ADMINISTRATION    
  


    8.1  ADMINISTRATIVE AUTHORITY. Except as otherwise specifically provided herein, the Plan Committee shall have the sole
responsibility for and the sole control of the operation and administration of the Plan, and shall have the power and authority to take all action and to make all decisions and interpretations which
may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty and responsibility to: 



    (a) Resolve
and determine all disputes or questions arising under the Plan, and to remedy any ambiguities, inconsistencies or omissions in the Plan. 



8





 


    (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with
the Plan. 


    (c) Implement
the Plan in accordance with its terms and the rules and regulations adopted as above. 


    (d) Make
determinations with respect to the eligibility of any Eligible Employee as a Participant and make determinations concerning the crediting of Plan Accounts. 


    (e) Appoint
any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration
and operation of the Plan, and the Employer shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons. The Employer shall have the power and authority to delegate from time to time by written instrument all or any part of its duties, powers or responsibilities under
the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers or responsibilities. Any
action of such person or committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes hereunder as if such action had been taken
by the Employer. Further, the Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such
authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such notified person shall
have been notified of the revocation of such authority. 




    8.2  LITIGATION. Except as may be otherwise required by law, in any action or judicial proceeding affecting the Plan, no
Participant or Beneficiary shall be entitled to any notice or service of process, and any final judgment entered in such action shall be binding on all persons interested in, or claiming under, the
Plan. 


    8.3  CLAIMS PROCEDURE. Any person claiming a benefit under the Plan (a "Claimant") shall present the claim, in writing,
to the Plan Committee, and the Plan Committee shall respond in writing. If the claim is denied, the written notice of denial shall state, in a manner calculated to be understood by the Claimant: 



    (a) The
specific reason or reasons for the denial, with specific references to the Plan provisions on which the denial is based; 


    (b) A
description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or
information is necessary; and 


    (c) An
explanation of the Plan's claims review procedure. 




        The
written notice denying or granting the Claimant's claim shall be provided to the Claimant within ninety (90) days after the Plan Committee's receipt of the
claim, unless special circumstances require an extension of time for processing the claim. If such an extension is required, written notice of the extension shall be furnished by the Plan Committee to
the Claimant within the initial ninety (90) day period and in no event shall such an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day
period. Any extension notice shall indicate the special circumstances requiring the extension and the date on which the Employer expects to render a decision on the claim. Any claim not granted or
denied within the period noted above shall be deemed to have been denied. 


        Any
Claimant whose claim is denied, or deemed to have been denied under the preceding sentence (or such Claimant's authorized representative), may, within sixty
(60) days after the Claimant's receipt of notice of the denial, or after the date of the deemed denial, request a review of the denial by notice given, in writing, to the Plan Committee. Upon
such a request for review, the claim shall be 


9





 


reviewed by the Plan Committee (or its designated representative) which may, but shall not be required to, grant the Claimant a hearing. In connection with the review, the Claimant may have
representation, may examine pertinent documents, and may submit issues and comments in writing. 


        The
decision on review normally shall be made within sixty (60) days of the Plan /committee's receipt of the request for review. If an extension of time is
required due to special circumstances, the Claimant shall be notified, in writing, by the Plan Committee, and the time limit for the decision on review shall be extended to one hundred twenty
(120) days. The decision on review shall be in writing and shall state, in a manner calculated to be understood by the Claimant, the specific reasons for the decision and shall include
references to the relevant Plan provisions on which the decision is based. The written decision on review shall be given to the Claimant within the sixty (60) day (or, if applicable, the one
hundred twenty (120) day) time limit discussed above. If the decision on review is not communicated to the Claimant within the sixty (60) day (or, if applicable, the one hundred twenty
(120) day) period
discussed above, the claim shall be deemed to have been denied upon review. All decisions on review shall be final and binding with respect to all concerned parties. 


 
 

ARTICLE 9
  AMENDMENT    
  


    9.1  RIGHT TO AMEND. The Employer, by action of the Plan Committee, shall have the right to amend the Plan, at any time
and with respect to any provisions hereof, and all parties hereto or claiming any interest hereunder shall be bound by such amendment; provided, however, that no such amendment shall deprive a
Participant or a Beneficiary of a right accrued hereunder prior to the date of the amendment. 


    9.2  AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN. Notwithstanding the provisions of Section 9.1, the
Plan may be amended by the Employer, by action of the Plan Committee, at any time, retroactively if required, if found necessary, in the opinion of the Plan Committee, in order to ensure that the Plan
is characterized as "top-hat" plan of deferred compensation maintained for a select group of management or highly compensated employees as described under ERISA sections 201(2), 301(a)(3),
and 401(a)(1), and to conform the Plan to the provisions and requirements of any applicable law (including ERISA and the Code). No such amendment shall be considered prejudicial to any interest of a
Participant or a Beneficiary hereunder. 



    9.3  STATUS OF PARTICIPANTS



    a.  Employees,
Participants and Inactive Participants under this Plan shall have the status of general unsecured creditors of the Company; 


    b.  This
Plan constitutes a mere promise by the Company to make benefit payments in the future; 


    c.  Any
trust to which this Plan refers (i.e. any trust created by the Company and any assets held by the trust to assist the Company in meeting its obligations under
the Plan) shall be based on the terms of the model trust described in Revenue Procedure 92-64; and 


    d.  It
is the intention of the parties that the arrangements under this Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA. 



 
 

ARTICLE 10
  TERMINATION    
  



    10.1  EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer reserves the right to terminate the Plan and/or its
obligation to make further credits to Plan Accounts, by action of 


10





 


the Plan Committee. The Employer also reserves the right to suspend the operation of the Plan for a fixed or indeterminate period of time, by action of the Plan Committee. 


    10.2  AUTOMATIC TERMINATION OF PLAN. The Plan automatically shall terminate upon the dissolution of the Employer, or
upon its merger into or consolidation with any other corporation or business organization if there is a failure by the surviving corporation or business organization to adopt specifically and agree to
continue the Plan. 


    10.3  SUSPENSION OF DEFERRALS. In the event of a suspension of the Plan, the Employer shall continue all aspects of the
Plan, other than Compensation Deferrals, during the period of the suspension, in which event payments hereunder will continue to be made during the period of the suspension in accordance with Articles
5 and 6. 


    10.4  ALLOCATION AND DISTRIBUTION. This Section shall become operative on a complete termination of the Plan. The
provisions of this Section also shall become operative in the event of a partial termination of the Plan, as determined by the Employer, but only with respect to that portion of the Plan attributable
to the Participants to whom the partial termination is applicable. Upon the effective date of any such event, notwithstanding any other provisions of the Plan, no persons who were not theretofore
Participants shall be eligible to become Participants, the value of the interest of all Participants and Beneficiaries shall be determined and, after deduction of estimated expenses in liquidating
and, if applicable, paying Plan benefits, paid to them as soon as is practicable after such termination. 


    10.5  SUCCESSOR TO EMPLOYER. Any corporation or other business organization which is a successor to the Employer by
reason of a consolidation, merger or purchase of substantially all of the assets of the Employer shall have the right to become a party to the Plan by adopting the same by resolution of the entity's
board of directors or other appropriate governing body. If, within ninety (90) days from the effective date of such consolidation, merger or sale of assets, such new entity does not become a
party hereto, as above provided, the Plan automatically shall be terminated, and the provisions of Section 10.4 shall become operative. 


 
 

ARTICLE 11
  THE TRUST    
  


    11.1  ESTABLISHMENT OF TRUST. The Employer shall establish the Trust with the Trustee pursuant to such terms and
conditions as are set forth in the Trust agreement to be entered into between the Employer and the Trustee. Any such Trust shall be intended to be treated as a "grantor trust" under the Code and the
establishment of the Trust or the utilization of any existing Trust for Plan benefits, as applicable, shall not be intended to cause any Participant to realize current income on amounts contributed
thereto, and the Trust shall be so interpreted. 


 
 

ARTICLE 12
  MISCELLANEOUS    
  


    12.1  LIMITATIONS ON LIABILITY OF EMPLOYER. Neither the establishment of the Plan nor any modification thereof, nor the
creation of any account under the Plan, nor the payment of any benefits under the Plan shall be construed as giving to any Participant or other person any legal or equitable right against the
Employer, or any officer or employer thereof except as provided by law or by any Plan provision. The Employer does not in any way guarantee any Participant's Account from loss or depreciation, whether
caused by poor investment performance of a deemed investment or the inability to realize upon an investment due to an insolvency affecting an investment vehicle or any other reason. In no event shall
the Employer, or any successor, employee, officer, director or stockholder of the Employer, be liable to any person on account of any claim arising by reason of the provisions of the Plan or of any
instrument or instruments implementing its provisions, or for the 


11





 


failure of any Participant, Beneficiary or other person to be entitled to any particular tax consequences with respect to the Plan, or any credit or distribution hereunder. 


    12.2  CONSTRUCTION. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not
affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provision had never been inserted herein. For all
purposes of the Plan, where the context admits, the singular shall include the plural, and the plural shall include the singular. Headings of Articles and Sections herein are inserted only for
convenience of reference and are not to be considered in the construction of the Plan. The laws of the State of California shall govern, control and determine all questions of law arising with respect
to the Plan and the interpretation and validity of its respective provisions, except where those laws are preempted by the laws of the United States. Participation under the Plan will not give any
Participant the right to be retained in the service of the Employer nor any right or claim to any benefit under the Plan unless such right or claim has specifically accrued hereunder. 


        The
Plan is intended to be and at all times shall be interpreted and administered so as to qualify as an unfunded deferred compensation plan, and no provision of the
Plan shall be interpreted so as to give any individual any right in any assets of the Employer which right is greater than the rights of a general unsecured creditor of the Employer. 


    12.3  SPENDTHRIFT PROVISION. No amount payable to a Participant or a Beneficiary under the Plan will, except as
otherwise specifically provided by law, be subject in any manner to anticipation, alienation, attachment, garnishment, sale, transfer, assignment (either at law or in equity), levy, execution, pledge,
encumbrance, charge or any other legal or equitable process, and any attempt to do so will be void; nor will any benefit be in any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the person entitled thereto. Further, (i) the withholding of taxes from Plan benefit payments, (ii) the recovery under the Plan of overpayments of benefits
previously made to a Participant or Beneficiary, (iii) if applicable, the transfer of benefit rights from the Plan to another plan, or (iv) the direct deposit of benefit payments to an
account in a banking institution (if not actually part of an arrangement constituting an assignment or alienation) shall not be construed as an assignment or alienation. 


        In
the event that any Participant's or Beneficiary's benefits hereunder are garnished or attached by order of any court, the Employer or Trustee may bring an action
or a declaratory judgment in a court of competent jurisdiction to determine the proper recipient of the benefits to be paid under the Plan. During the pendency of said action, any benefits that become
payable shall be held as credits to the Participant's or Beneficiary's Account or, if the Employer or Trustee prefers, paid into the court as they become payable, to be distributed by the court to the
recipient as the court deems proper at the close of said action. 


    
 IN WITNESS WHEREOF, the Employer has caused the Plan to be executed and its seal to be affixed hereto, effective as of the 1st day of January, 2000. 



	ATTEST/WITNESS:
 
	 	MIPS TECHNOLOGIES, INC.
 

	
 	
 	

 
	
	 	By:
 (SEAL)
	

Print:
	
 	

Print Name:

	

 	
 	

Date:





12









QuickLinks


MIPS TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN

ARTICLE 1 DEFINITIONS

ARTICLE 2 ELIGIBILITY AND PARTICIPATION

ARTICLE 3 CONTRIBUTIONS AND CREDITS

ARTICLE 4 ALLOCATION OF FUNDS

ARTICLE 5 ENTITLEMENT TO BENEFITS

ARTICLE 6 DISTRIBUTION OF BENEFITS

ARTICLE 7 BENEFICIARIES; PARTICIPANT DATA

ARTICLE 8 ADMINISTRATION

ARTICLE 9 AMENDMENT

ARTICLE 10 TERMINATION

ARTICLE 11 THE TRUST

ARTICLE 12 MISCELLANEOUS