exv10w25



 





EXHIBIT 10.25





EXECUTIVE DEFERRED COMPENSATION PLAN




FOR ALLEGRO MICROSYSTEMS, INC.




As Amended and Restated as of October 1, 2007




 









 





EXECUTIVE DEFERRED COMPENSATION PLAN




FOR ALLEGRO MICROSYSTEMS, INC.




TABLE OF CONTENTS




	 	 	 	 	 
	Article	 	Page	 
	1. Definitions 
	 	 	1	 
	 
	 	 	 	 
	2. Membership 
	 	 	5	 
	 
	 	 	 	 
	3. Deferral Account 
	 	 	7	 
	 
	 	 	 	 
	4. Company Account 
	 	 	12	 
	 
	 	 	 	 
	5. Maintenance of Accounts 
	 	 	14	 
	 
	 	 	 	 
	6. Payment of Benefits 
	 	 	17	 
	 
	 	 	 	 
	7. Amendment or Termination 
	 	 	25	 
	 
	 	 	 	 
	8. General Provisions 
	 	 	27	 
	 
	 	 	 	 
	9. Signature and Verification 
	 	 	33	 







 









 








INTRODUCTION



This Executive Deferred Compensation Plan of Allegro Microsystems, Inc. (the “Plan”) was authorized
by Allegro Microsystems, Inc. to be applicable effective on and after April 1, 1995. The Plan was
subsequently amended and restated to comply with the provisions of Section 409A of the Internal
Revenue Code effective as of January 1, 2008 and to reflect the merger of Allegro MicroSystems
W.G., Inc. into the Company in 2003. This Plan is intended to promote extraordinary contributions
by eligible executives towards the success of the Company by providing such executives with an
opportunity to defer a portion of any compensation they may receive as base salary or as a bonus
under any bonus program maintained by the Company and to restore Company Basic and Supplemental
Retirement Contributions lost under the Allegro Microsystems, Inc. Employees’ Retirement and
Savings Plan because of the application of the limitation on compensation imposed by Section
401(a)(17) of the Internal Revenue Code or by reason of the deferral of his base salary or bonus
under this Plan. The Plan is unfunded and is maintained by the Company for the purpose of
providing deferred compensation for a select group of management or highly-compensated employees.
The Plan reads as hereinafter set forth.




 









 










DEFERRED COMPENSATION PLAN




FOR ALLEGRO MICROSYSTEMS, INC.




ARTICLE 1. DEFINITIONS





	1.01	 	“Administrative Committee” shall mean the committee which administers the Plan. The members
of the Plan’s Administrative Committee shall be those persons appointed by the President,
Allegro Microsystems, Inc. to administer the Plan.
	 
	1.02	 	“Affiliated Company” shall mean any company, corporation or business directly or indirectly
controlled by Allegro Microsystems, Inc., whether or not such company, corporation or business
participates in the Plan.
	 
	1.03	 	“Base Salary” shall mean the Member’s annual fixed compensation that is paid periodically
during the year, determined prior to any pre-tax contributions under a “qualified cash or
deferred arrangement” (as defined under Section 401(k) of the Internal Revenue Code and its
applicable regulations) or under a “cafeteria plan” (as defined under Section 125 of said Code
and its applicable regulations) and any deferrals under Article 3.




 









 






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	1.04	 	“Beneficiary” shall mean the beneficiary designated by a Member pursuant to Section 6.04.
	 
	1.05	 	“Bonus” shall mean any payment made pursuant to a plan identified as a bonus plan.
	 
	1.06	 	“Company” shall mean Allegro Microsystems, Inc. and any successor thereto, with respect to
its employees, and any Affiliated Company authorized by the Board of Directors to participate
in the Plan, with respect to its employees.
	 
	1.07	 	“Company Account” shall mean the bookkeeping account maintained for each Member to record the
amount of Company Contributions credited to the Member in accordance with Article 4, as
adjusted pursuant to Article 5.
	 
	1.08	 	“Deferral Account” shall mean the bookkeeping account (or accounts) maintained for each
Member to record the amount of his Base Salary and/or Bonus he has elected to defer in
accordance with Article 3, as adjusted pursuant to Article 5. The Administrative Committee
may establish such sub-accounts within a Member’s Deferral Account as it deems necessary to
implement the provisions of the Plan.
	 
	1.09	 	“Deferral Agreement” shall mean the completed agreement, including any amendments,
attachments and appendices thereto, in such form determined by the Administrative Committee,
between an Eligible Executive and the Company, under which the Eligible Executive agrees to
defer Base Salary or a Bonus under the Plan.




 









 





Page 3




	1.10	 	“Effective Date” shall mean April 1, 1995.
	 
	1.11	 	“Eligible Executive” shall mean an employee of the Company who is (i) a senior staff member
on the payroll of the Company, or (ii) the president of Allegro Microsystems, Inc. and who is
designated by the Administrative Committee as eligible to participate in this Plan.
	 
	1.12	 	“Member” shall mean, except as otherwise provided in Article 2, each Eligible Executive who
has executed a Deferral Agreement as described in Section 2.01.
	 
	1.13	 	“Plan” shall mean the Executive Deferred Compensation Plan of Allegro Microsystems, Inc. as
set forth in this document, as it may be amended from time to time.
	 
	1.14	 	“Plan Year” shall mean the calendar year.
	 
	1.15	 	“Pre-2005 Deferrals” shall mean that portion of a Member’s Deferral Account attributable to
deferrals of his Base Salary and Bonus that were accrued and 100% vested and non-forfeitable
prior to January 1, 2005.
	 
	1.16	 	“Savings Plan” shall mean Allegro Microsystems, Inc. Employees’ Retirement and Savings Plan.
	 
	1.17	 	“Valuation Date” shall mean the last business day of each calendar quarter following the
Effective Date, or such other day as the Administrative Committee may determine.






 









 





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ARTICLE 2. MEMBERSHIP





	2.01	 	In General
	 
	(a)	 	An Eligible Executive who was a Member on September 30, 2007 shall continue to be a Member.
Each other Eligible Executive shall become a Member as of the earlier of (i) the date he first
files a Deferral Agreement with the Administrative Committee or (ii) the first day of the
first calendar year during which the amount of Company Basic or Supplemental Retirement
Contributions made on behalf of an Eligible Executive Employee under the Savings Plan are
curtailed due to the limitation on compensation imposed by Section 401(a)(17) of the Internal
Revenue Code. However, an Eligible Executive’s Deferral Agreement shall be effective for
purposes of deferring a Base Salary or Bonus only as provided in Article 3.
	 
	(b)	 	A Member’s Deferral Agreement shall be in writing and be properly completed upon a form
approved by the Administrative Committee, which shall be the sole judge of the proper
completion thereof. Such Deferral Agreement shall provide for the deferral of Base Salary or
Bonus. The Deferral Agreement may include such other provisions as the Administrative
Committee deems appropriate. A Deferral Agreement shall not be revoked or modified except as
otherwise provided in Article 3.




 









 





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	(c)	 	The Administrative Committee may require such other information as it deems appropriate as a
condition for membership in the Plan.
	 
	2.02	 	Termination of Membership: Re-employment
	 
	(a)	 	Membership shall cease upon a Member’s termination of employment with the Company unless the
Member is entitled to benefits under the Plan, in which event his membership shall terminate
when those benefits are distributed to him. Membership shall also cease as provided in the
preceding sentence upon a Member’s taking a leave of absence from the Company unless such
leave of absence is approved by the Company.
	 
	(b)	 	If a former Member whose membership in the Plan ceased under Section 2.02(a) is re-employed
as an Eligible Executive, the former Member may become a Member again in accordance with the
provisions of Section 2.01.
	 
	(c)	 	The Pre-2005 Deferral of a former Member who is rehired by the Company or an Affiliated
Company, whether or not as an Eligible Executive, shall be paid to the rehired Member at the
time and in the form designated by the Member on the Deferral Agreement in which he elected to
defer such amounts. Payments of Pre-2005 Deferrals being made to a former Member shall not
cease merely because the former Member is rehired by the Company or an Affiliated Company.




 









 





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ARTICLE 3. DEFERRAL ACCOUNT





	3.01	 	Deferral Elections
	 
	 	 	Subject to the provisions of Section 3.04, prior to the close of business on December 31 in
any Plan Year, an Eligible Executive may elect to defer all or a portion of (i) his Base
Salary that is otherwise earned and payable in the next Plan Year and (ii) of his Bonus for
services he performs in the next fiscal year that is payable in the fiscal year following
the fiscal year in which such services are performed. The election shall be made by filing
a Deferral Agreement with the Administrative Committee. In the event that December 31 does
not fall on a business day, such filing must be made by the close of business on the last
prior business day.
	 
	3.02	 	Special Rules for Initial Deferral Elections
	 
	 	 	Subject to the provisions of Section 3.04, if an employee becomes an Eligible Executive
after January 1 in any Plan Year, he may elect to defer his Base Salary or Bonus by filing a
Deferral Agreement with the Administrative Committee prior to the close of business on the
tenth business day following the date he becomes an Eligible Executive. However, any such
deferral of Base Salary shall apply only to Base Salary to be paid for services performed
after such election is effective and any such deferral of a Bonus shall apply only for the
“remaining portion” of the Bonus paid for services performed in the fiscal year of the
Company during which the election is effective and for the Bonus paid for services in the
first fiscal year of the Company beginning after such election is




 









 




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effective. The “remaining portion” of the Bonus paid for services performed in the fiscal
year of the Company during which the election is effective shall be determined by
multiplying the Bonus for that fiscal year by a fraction, the numerator of which is the
number of days remaining in the fiscal year after the election becomes effective and the
denominator is the total number of days in such fiscal year.




	3.03	 	Special Rule for 2008 Bonus Deferral Election
	 
	 	 	Subject to the provisions of Section 3.04, if a Bonus is paid to an Eligible Employee in
2008 with respect to services performed in 2008, the Eligible Employee may elect, prior to
the close of business on December 31, 2007 to defer all or a portion of such Bonus by filing
a Deferral Agreement with the Committee prior to the close of business on December 31, 2007.
	 
	3.04	 	Procedures and Restrictions
	 
	(a)	 	An Eligible Executive may defer up to 100% of his Base Salary or Bonus. Any deferral shall
be in 1% increments. In its sole discretion, the Administrative Committee may establish such
other maximum or minimum limits on the amount of Base Salary or Bonus an Eligible Executive
may defer as it deems appropriate. Eligible Executives shall be given written notice of any
such limits at least ten business days prior to the date they take effect.
	 
	(b)	 	An Eligible Executive’s election to defer all or a portion of his Base Salary or Bonus for
any Plan Year shall be effective on the last day the deferral of such Base Salary or Bonus




 









 




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	 	 	may be elected under Section 3.01, 3.02 or 3.03, as the case may be, and shall remain in
effect until revoked or changed by the Eligible Executive. An Eligible Executive may revoke
or change his election to defer all or a portion of his Base Salary or Bonus at any time
prior to the date the election becomes effective. Once an Eligible Employee’s election other
than an election under Section 3.03, becomes effective, the Eligible Employee may revoke or
change the election prior to December 31 of any subsequent Plan Year (the “Deadline Date”).
Elections under Section 3.03 may not be revoked or changed once they become effective. Any
revocation or change of an election once it becomes effective shall be effective (i) with
respect to Base Salary payable in connection with services performed in the first Plan Year
commencing after the Deadline Date and (ii) with respect to Bonus for services the Eligible
Executive performs in the first fiscal year commencing after the Deadline Date. Any
revocation or change shall be made in a form and manner determined by the Administrative
Committee.
	 
	(c)	 	If a Member ceases to be an Eligible Executive but continues to be employed by the Company,
he shall continue to be a Member and his Deferral Agreement currently in effect (i) for Base
Salary for services performed in the Plan Year shall remain in force of the remainder of such
Plan Year and (ii) for Bonus for services performed in the Company’s fiscal year in which the
Member ceases to be an Eligible Executive shall remain in force for the remainder of such
fiscal year. However, the Member shall not be eligible to defer any portion of his Base
Salary paid for services performed in a subsequent Plan Year or Bonus for services performed
in a subsequent fiscal year, until such time as he shall once again become an Eligible
Executive and files a new Deferral
Agreement with the Administrative Committee in accordance with the provisions of Section
3.01 and this Section 3.04.




 









 




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	(d)	 	Notwithstanding anything in this plan to the contrary, if an Eligible Executive






	 	(i)	 	receives a withdrawal of any pre-tax contributions on account of hardships from
any plan which is maintained by the Company and which meets the requirements of Section
401(k) of the Internal Revenue Code (or any successor thereto) and
	 
	 	(ii)	 	is precluded from making contributions to such 401(k) plan for at least six
months after receipt of the hardship withdrawal,






	 	 	his election to defer Base Salary or Bonus under his Deferral Agreement shall be cancelled
and no amount shall be deferred under this Plan under the Eligible Executive’s Deferral
Agreement with respect to Base Salary or Bonus until such time as the Eligible Executive is
again permitted to contribute to such 401(k) plan. Any Base Salary or Bonus payment which
would have been deferred pursuant to a Deferral Agreement but for the application of this
Section 3.01(d) shall be paid to the Eligible Executive as if he had not entered into the
Deferral Agreement. An Eligible Executive who’s deferral election under his Deferral
Agreement is cancelled in accordance with the provisions of this Section 3.04(d) may elect
to defer Base Salary and Bonus for periods commencing after he is again permitted to
contribute to such 401(k) plan by filing a new Deferral Agreement in accordance with the
provisions of Section 3.0 1 and this Section 3.04.
	 
	(e)	 	Notwithstanding anything in this Plan to the contrary, an election to defer any part of Base
Salary or Bonus payable in the 1995 Plan Year filed with the Administrative




 









 




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	 	 	Committee on or before the Effective Date shall be effective only with respect to Base
Salary earned and payable on or after the Effective Date and Bonus paid after the Effective
Date; provided, however, that Bonus may be deferred only if the amount of Bonus for the Plan
Year has not already been determined by appropriate action of the Chairman of the Board of
the Company.
	 
	3.06	 	Crediting to Account
	 
	 	 	The amount of Base Salary or Bonus which an Eligible Executive has elected to defer shall be
credited to his Deferral Account no later than the first business day of the first calendar
month following the date the Base Salary or Bonus would have been paid to the Eligible
Executive in the absence of a Deferral Agreement with respect to such amount.
	 
	3.07	 	Vesting
	 
	 	 	A member shall at all times be 100% vested in his Deferral Account
except as otherwise provided in Section 3.03.




 









 





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ARTICLE 4. COMPANY ACCOUNT





	4.01	 	Amount of Company Contribution
	 
	 	 	To the extent the Company is prevented from making Company Basic Retirement Contributions or
Company Supplemental Retirement Contributions under the Savings Plan on behalf of a Member
in any calendar year in which he is a Member hereunder by reason of the deferral of his Base
Salary or Bonus pursuant to an election under Article 3 or by reason of the limitation
imposed on compensation by Section 401(a)(17) of the Internal Revenue Code; such Company
Basic Retirement Contributions and Company Supplement Retirement Contributions will be
deemed to be made under this Plan and credited to his Company Account pursuant to Section
4.02.
	 
	4.02	 	Crediting to Account
	 
	 	 	The Company Contributions determined pursuant to Section 4.01 on
behalf of a Member shall be credited to such Member’s Company Account
as soon as administratively practicable following the close of each
calendar year.
	 
	4.03	 	Vesting
	 
	 	 	A Member shall vest in the Company Contributions made on his behalf under Section 4.01,
adjusted pursuant to Article 5, at the same rate at which such contributions would have
vested under the Savings Plan had they been contributed thereunder. In the event a Member
terminates employment prior to vesting in all or any part of the Company
Contributions made on his behalf, such Company Account shall be forfeited and shall not be
restored if the Member is subsequently re-employed by the Company.




 









 




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ARTICLE 5. MAINTENANCE OF ACCOUNTS





	5.01	 	Adjustment of Account
	 
	(a)	 	As of each Valuation Date, each Deferral Account (and any sub-account thereof) and each
Company Account shall be credited or debited with the amount of earnings or losses with which
such accounts would have been credited or debited, assuming it had been invested in one or
more investment funds, or earned the rate of return of one or more indices of investment
performance, designated by the Administrative Committee and elected by the Member pursuant to
Section 5.02 for purposes of measuring the investment performance of his accounts.
	 
	(b)	 	The Administrative Committee shall designate at least one investment fund or index of
investment performance and may designate other investment funds or investment indices to be
used to measure the investment performance of a Member’s accounts. The designation of any
such investment funds or indices shall not require the Company to invest or earmark their
general assets in any specific manner. The Administrative Committee may change the
designation of investment funds or indices from time to time, in its sole discretion, and any
such change shall not be deemed to be an amendment affecting Member’s rights under Section
7.02.




 









 





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	5.02	 	Investment Performance Elections
	 
	 	 	In the event the Administrative Committee designates more than one investment fund or index
of investment performance under Section 5.01, each Member shall file an investment election
with the Administrative Committee with respect to the investment of his Deferrals and
Company Contributions within such time period and on such form as the Administrative
Committee may prescribe. The election shall designate the investment fund or funds or index
or indices of investment performance which shall be used to measure the investment
performance of the Member’s Deferrals. The election shall be in increments of 10%.
	 
	5.03	 	Changing Investment Elections
	 
	(a)	 	A Member may change his election in Section 5.02 used to measure the investment performance
of his future Deferrals and Company Contributions, no more than four times in any calendar
year, by filing an appropriate written notice with the Administrative Committee at least 15
days in advance of the date such election is effective. The notice shall be effective as of
the beginning of the first payroll period of the first calendar quarter following the date the
notice is filed with the Administrative Committee.
	 
	(b)	 	A Member may change his election of the investment fund or funds or index or indices of
investment performance used to measure the future investment performance of his existing
account balance, by filing an appropriate written notice with the Administrative Committee at
least 15 days in advance of the date such election is effective. The election
shall be effective as of the first business day of the calendar quarter following the month
in which the notice is filed.




 









 




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	5.04	 	Individual Accounts
	 
	 	 	The Administrative Committee shall maintain, or cause to be maintained, records showing the
balances of each Member’s Deferral Account (and any sub-account thereof) and Company
Account. At least once a year, each Member shall be furnished with a statement setting
forth the value of his Deferral Account and Company Account.
	 
	5.05	 	Valuation of Accounts
	 
	(a)	 	The Administrative Committee shall value or cause to be valued each Member’s accounts at
least quarterly. On each Valuation Date there shall be allocated to the accounts of each
Member the appropriate amount determined in accordance with Section 5.01.
	 
	(b)	 	Whenever an event requires a determination of the value of a Member’s Deferral Account (or
any sub-account thereof) or his Company Account, the value shall be computed as of the
Valuation Date coincident with, or immediately following, the date of the event.




 









 





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ARTICLE 6. PAYMENT OF BENEFITS





	6.01	 	Payment Commencement Date for Deferral Accounts
	 
	(a)	 	Except as otherwise provided in Sections 6.06 and 6.08, distribution of the Member’s Deferral
Account (or any sub-account thereof) shall commence to be paid, in the form determined
pursuant to Section 6.03, on the first day of the first month following the Valuation Date
coincident with or immediately following (i) the Member’s termination of employment with the
Company and all Affiliated Companies; or (ii) with respect to a Member’s Pre-2005 Deferrals,
on the date designated by the Member on the Deferral Agreement in which he elected to defer
such amounts if the Member elected this option on that Deferral Agreement.
	 
	(b)	 	In the event a Member’s Pre-2005 Deferrals shall commence in accordance with clause (ii)
above, the Member shall not have designated a date earlier than three years subsequent to the
date he executed the Deferral Agreement or later than his attainment of age 701/2. Any
designation of an earlier or later commencement date shall be void and the Member’s Pre-2005
Deferrals shall be paid in accordance with clause (i) above. In the event a Member who’s
Pre-2005 Deferrals shall commence in accordance with clause (ii) above terminates employment
prior to such designated date, the distribution of his Deferred Account shall commence to be
paid in the form determined pursuant to Section 6.03 on the first day of the first month
immediately following the Member’s termination of employment with the Company and all
Affiliated Companies. A Member may not
change his designation of the date on which payment of his Pre-2005 Deferrals shall
commence.




 









 





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	6.02	 	Payment Commencement Date for Company Accounts
	 
	 	 	Except as otherwise provided in Sections 6.06 and 6.08, the distribution of the amount
credited to a Member’s Company Account, to the extent vested under the terms of the Savings
Plan, shall commence to be paid, in the form determined pursuant to Section 6.04, on the
first day of the first month following the Valuation Date coincident with or immediately
following the Member’s termination of employment with the Company and all Affiliated
Companies.
	 
	6.03	 	Form of Payment — Deferral Account
	 
	(a)	 	Except as otherwise provided in paragraph (c) below, payment of a Member’s Deferral Account
(or any applicable sub-account thereof) shall be in single lump sum cash payment; provided,
however, payment of a Member’s Pre-2005 Deferrals shall be paid in approximately equal annual
cash installments for a period of years, not to exceed 10 years, designated by the Member on
his Deferral Agreement; if the Member elected this option on the Deferral Agreement in which
he elected to defer such amounts.
	 
	(b)	 	If a Member’s Pre-2005 Deferrals are paid in installments, the Member’s Deferral Account
shall continue to be credited with earnings or losses as described in Section 5.01 during the
installment payment period. The first installment or lump sum payment shall be made on the
date determined under Section 6.01(a)(i) and subsequent installments




 









 





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	 	 	shall be determined as of the last business day of each calendar year and shall be paid on
the following January 15th. The amount of each installment shall equal the
balance of the Member’s Pre-2005 Deferrals as of each Valuation Date of determination
divided by the number of remaining installments (including the installment being
determined).
	 
	6.04	 	Form of Payment — Company Account
	 
	(a)	 	Upon his termination of employment with the Company and all Affiliated Companies, the amount
credited to a Member’s Company Account, to the extent vested under the terms of the Savings
Plan, shall be distributed to the Member in a single cash lump sum payment.
	 
	(b)	 	In the event the Member terminates employment for reasons other than death prior to vesting
in all or any part of the amount to the credit of his Company Account, such nonvested amount
shall be forfeited.
	 
	6.05	 	Death Benefits
	 
	 	 	If a Member dies before payment of the entire balance of his Deferred Account or Company
Account, an amount equal to the unpaid portion of his Deferred Account and of his Company
Account shall be paid in a single cash lump sum to his Beneficiary on the first day of the
first month following the Valuation Date coincident with or next following the Member’s date
of death. The Company Account shall be paid to his Beneficiary in a single cash lump sum
payment.




 









 





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	6.06	 	Payments to Specified Employees
	 
	(a)	 	Notwithstanding any other provision of this Article 6 to the contrary, if (i) the Company
becomes a company whose stock is publicly traded on an established securities market or
otherwise, and (ii) a Member who is a “specified employee” terminates his employment with the
Company thereafter for reasons other than death, any payments due during the first six months
following the specified employee’s termination of employment, other than payments of Pre-2005
Deferrals, shall be withheld by the Plan until the earlier of (iii) the first day of the
seventh month following the specified employee’s termination of employment with the Company,
or (iv) his death. At that time, the withheld amounts shall be paid to the specified employee
or, in the event of his death, to his Beneficiary. The withheld amounts shall not be credited
with interest during the period they are withheld.
	 
	(b)	 	For purposes of this Section 6.06, a “specified employee” shall mean a Member who, when he
terminates employment with the Company, (i) met the requirements of Section 416(i)(1)(A)(i),
(ii) or (iii) of the Internal Revenue Code, applied in accordance with the regulations
thereunder and disregarding Section 416(i)(5), at any time during the 12-month period ending
on the identification date and (ii) terminated his employment with the Company at any time
during the 12-month period beginning on the April 1st next following the
identification date. For purposes of this Section 6.06, the definition of compensation under
Treasury Regulation §1.415(c)-2(a) shall be used when determining whether a Member meets the
requirements of clause (i) above, applied without use of any safe harbor provided in Treasury
Regulation §1.415(c)-2(d), any of the special timing




 









 




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	 	 	rules provided in Treasury Regulation §1.415(c)-2(e) or any of the special rules in Treasury
Regulation §1.415(c)-2(g) and the identification date shall be the December 31st
immediately preceding the date the Participant terminates employment with the Company.
A Member who meets the requirements of clauses (i) and (ii) of this Section 6.06 shall be a
specified employee regardless of whether the Member meets the requirements of clause (i) on
the date he terminates his employment with the Company.
	 
	6.07	 	Termination of Employment
	 
	(a)	 	A Member shall not be treated as retiring or terminating his employment with the Company for
purposes of this Article 6 if:






	 	(i)	 	the Member is employed by an Affiliated Company;
	 
	 	(ii)	 	the Member is on military leave, sick leave or other bona fide leave of absence
if the period of such leave does not exceed six months or, if longer, so long as the
Member retains a right to reemployment with the Company or an Affiliated Company under
an applicable statute or contract. If a Member’s leave exceeds six months and he does
not retain a right to reemployment under an applicable statute or contract, the Member
is deemed to have terminated his employment with the Company on the first day following
the end of the six-month period; or
	 
	 	(iii)	 	the Member continues to provide service to the Company in a capacity other
than as an employee if the Member is providing service at a level that is at least 50%
of the average level of services performed by the Member during the immediately
preceding 36-month period.




 









 





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	(b)	 	A Member who continues to provide services to the Company shall nevertheless be treated as
having terminated his employment with the Company if the Member continues to provide service
to the Company at a level that is 20% or less than the average level of services performed by
the Member during the immediately preceding 36-month period.
	 
	6.08	 	Unforeseeable Emergency
	 
	(a)	 	While employed by the Company, a Member may, in the event of an unforeseeable emergency,
request a withdrawal from his Deferral Account. The request shall be made in a time and
manner determined by the Administrative Committee, shall not be for a greater amount than the
lesser of (i) the amount required to meet the unforeseeable emergency, including amounts
necessary to pay any federal, state or local income taxes, or (ii) the amount of his Deferral
Account, and shall be subject to approval by the Administrative Committee.
	 
	(b)	 	For purposes of this Section 6.08, an unforeseeable emergency shall include a severe
financial hardship to the Member resulting from:






	 	(i)	 	sudden and unexpected illness of the Member, his spouse or his dependents (as
defined in Section 152 of the Internal Revenue Code without regard to Sections
152(b)(1), (b)(2) and (d)(1)(B));
	 
	 	(ii)	 	loss of the Member’s property due to a casualty,
	 
	 	(iii)	 	other similar extraordinary circumstances arising as a result of events beyond
the control of the Member approved by the Administrative Committee if such
circumstances would result in a present or impending critical financial need which
the Member is unable to satisfy with funds reasonably available from other sources.




 









 





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	(c)	 	Except as otherwise provided in this Section 6.08, no portion of a Member’s Deferral Account
may be withdrawn prior to the date the Member elected in the Deferral Agreement and no portion
of a Member’s Company Account may be withdrawn prior to the date the Member terminates
employment.
	 
	6.09	 	Designation of Beneficiary
	 
	 	 	A Member may, in a time and manner determined by the Administrative
Committee, designate a beneficiary and one or more contingent
beneficiaries (which may include the Member’s estate) as his
Beneficiary under this Plan to receive any benefits which may be
payable under this Plan upon his death. If the Member fails to
designate a Beneficiary or contingent Beneficiary, or if the
Beneficiary and the contingent Beneficiaries fail to survive the
Member, such benefits shall be paid to the Member’s estate. A Member
may revoke or change any designation made under this Section 6.05 in
a time and manner determined by the Administrative Committee.
	 
	6.10	 	Receipt and Release
	 
	 	 	Any final payment or distribution to a Member or his Beneficiary or
their legal representative shall be in full satisfaction of all
claims against the Plan, the Administrative Committee and the
Company. The Administrative Committee may, in its sole discretion,
require the Member or his Beneficiary or their legal representative
to execute a receipt and




 









 




Page 22











	 	 	release, in such form as the Administrative Committee may determine, upon final payment of
all claims under the Plan or distribution, or a receipt to the extent of any partial payment
or distribution, as a condition of receiving such payment or distribution. However, nothing
in this Section 6.10 shall cause any required payment or distribution under the Plan to be
made later than the last day permitted under Section 6.12.
	 
	6.11	 	Delays in Payment
	 
	 	 	Notwithstanding anything in this Article 6 to the contrary, payment
of a member’s benefit under the Plan may be delayed beyond the date
it would otherwise have been made under the terms of this Article 6
if the Company reasonably anticipates that making the payment will
violate Federal securities laws or other applicable laws. In such an
event, payment shall be delayed until the earliest date the Company
reasonably anticipates the payment will not cause such a violation.
The inclusion of any amounts in gross income or the application of
any penalty or other provision of the Code shall not be a violation
for purposes of this Section.
	 
	6.12	 	Administrative Delay
	 
	 	 	Payment of a Member’s benefit under the Plan shall be deemed to have
commenced on a specified date if the payment commences as soon as
administratively practicable following such date, but no later than
the later of (i) the last day of the Plan Year in which the specified
date occurs or (ii) the 15th day of the third calendar
month following the month the specified date occurs.




 









 





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ARTICLE 7 —  AMENDMENT OR TERMINATION





	7.01	 	Right to Terminate
	 
	(a)	 	Allegro Microsystems, Inc. may, by action of its Board of Directors, in its sole discretion,
terminate this Plan and the related Deferral Agreements at any time. In the event the Plan
and related Deferral Agreements are terminated, each Member and Beneficiary shall receive a
single sum payment in cash equal to the balance of his Pre-2005 Deferrals. Any remaining
amounts in the Member’s Deferral Account and Company Account shall be paid to the Member in
accordance with the provisions of Article 6. Any action to terminate the Plan by the Board of
Directors shall be taken in such manner as may be permitted under the by-laws of the Company.
	 
	(b)	 	If the Board terminates the Plan within 12 months of a corporate dissolution taxed under
Section 331 of the Code or with the approval of bankruptcy court pursuant to 11 U.S.C.
503(b)(1)(A), the remaining portion of a Participant’s vested Supplemental Benefit will be
paid to him in a lump sum on the first day of the first calendar month following such
termination.
	 
	7.02	 	Right to Amend
	 
	 	 	Allegro Microsystems, Inc. may, by action of its Board of Directors, in its sole discretion,
amend this Plan and the related Deferral Agreements in any way on 30 days prior notice to
the Members. If any amendment to this Plan or to the Deferral Agreements shall




 









 





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	 	 	adversely affect the rights of a Member, such individual must consent in writing to such
amendment prior to its effective date. If such individual does not consent to the
amendment, the Plan and related Deferral Agreements shall be deemed to be terminated with
respect to such individual and he shall receive a single sum payment of his Deferral Account
and Company Account in cash as soon thereafter as is practicable. Notwithstanding the
foregoing, the Administrative Committee’s change in any investment funds or investment index
under Section 5.01, or the restriction of future Bonuses (and the opportunity to defer
Bonuses) shall not be deemed to adversely affect any Member’s rights. Any action to amend
the Plan by the Board of Directors shall be taken in such manner as may be permitted under
the by-laws of the Company.






	7.03	 	Uniform Action
	 
	 	 	Notwithstanding anything in the Plan to the contrary, any action to amend or terminate the
Plan or the Deferral Agreements must be taken in a uniform and nondiscriminatory manner.




 









 





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ARTICLE 8. GENERAL PROVISIONS





	8.01	 	Funding 
	 
	(b)	 	All amounts payable in accordance with this Plan shall constitute a general unsecured
obligation of the Company. Such amounts, as well as any administrative costs relating to the
Plan, shall be paid out of the general assets of the Company, to the extent not paid by a
grantor trust established pursuant to paragraph (b) below.
	 
	(b)	 	The Company may, for administrative reasons, establish a grantor trust for the benefit of
Members participating in the Plan. The assets of said trust will be held separate and apart
from other Company funds, and shall be used exclusively for the purposes set forth in the Plan
and the applicable trust agreement, subject to the following conditions:






	 	(i)	 	the creation of said trust shall not cause the Plan to be other than “unfunded”
for purposes of Title I of ERISA;
	 
	 	(ii)	 	the Company shall be treated as “grantor” of said trust for purposes of Section
677 of the Internal Revenue Code of 1986, as amended (the “Code”); and
	 
	 	(iii)	 	said trust agreement shall provide that its assets may be used to satisfy
claims of the Company’s general creditors, and the rights of such general creditors are
enforceable by them under federal and state law.




 









 





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	8.02	 	No Contract of Employment
	 
	 	 	The existence of this Plan or of a Deferral Agreement does not constitute a contract for
continued employment between an Eligible Executive or a Member and the Company. Except as
otherwise limited by the terms of any valid employment contract or agreement entered into
between the Company and an Eligible Executive or Member, the Company reserve the right to
modify an Eligible Executive’s or Member’s remuneration and to terminate an Eligible
Executive or a Member for any reason and at any time, notwithstanding the existence of this
Plan or of a Deferral Agreement.
	 
	8.03	 	Withholding Taxes
	 
	 	 	All payments under this Plan shall be net of an amount sufficient to satisfy any federal,
state or local withholding tax requirements.
	 
	8.04	 	Nonalienation
	 
	 	 	Subject to applicable law, the right to receive any benefit under this Plan may not be
transferred, assigned, pledged or encumbered by a Member, Beneficiary or contingent
Beneficiary in any manner and any attempt to do so shall be void. No such benefit shall be
subject to garnishment, attachment or other legal or equitable process without the prior
written consent of the Company.
	 
	8.05	 	Administration
	 
	(a)	 	This Plan shall be administered by the Administrative Committee. The Administrative
Committee shall establish rules for the administration of the Plan, shall have




 









 





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	 	 	discretionary authority to interpret and construe the Plan and shall take any other action
necessary to the proper operation of the Plan. The members of the Administrative Committee
may allocate among themselves or delegate to other persons all or such portion of their
duties under the Plan as they, in their sole discretion, shall determine.
	 
	(b)	 	Prior to paying any benefit under this Plan, the Administrative Committee may require the
Member, Beneficiary or contingent Beneficiary to provide such information or material as the
Administrative Committee, in its sole discretion, shall deem necessary for it to make any
determination it may be required to make under this Plan. The Administrative Committee may
withhold payment of any benefit under this Plan until it receives all such information and
material and is reasonably satisfied of its correctness and genuineness.
	 
	(c)	 	All acts and decisions of the Administrative Committee shall be final and binding upon all
Members, former Members, Beneficiaries, contingent Beneficiaries and employees of the Company.
	 
	8.06	 	Claims Procedure
	 
	 	 	The Administrative Committee shall provide adequate notice in writing to any Member, former
Member, Beneficiary or contingent Beneficiary whose claim for benefits under this Plan has
been denied, setting forth the specific reasons for such denial. A reasonable opportunity
shall be afforded to any such Member, former Member, Beneficiary or contingent Beneficiary
for a full and fair review by the Administrative Committee of its




 









 





Page 28




	 	 	decision denying the claim. The Administrative Committee’s decision on any such review
shall be final and binding on the Member, former Member, Beneficiary or contingent
Beneficiary and all other interested persons.
	 
	8.07	 	Facility of Payment
	 
	 	 	In the event the Administrative Committee shall find that a Member or his Beneficiary is
unable to care for his affairs because of illness or accident, the Administrative Committee
may direct that any benefit payment due him, unless claim shall have been made therefore by
a duly appointed legal representative, be paid to his spouse, a child, a parent or other
blood relative, or to a person with whom he resides, and any such payment so made shall be a
complete discharge of the liabilities of the Plan therefore.
	 
	8.08	 	Limitation of Liability
	 
	 	 	The Company, the members of the Administrative Committee, and any officer, employee or agent
of the Company shall not incur any liability individually or on behalf of any other
individuals or on behalf of the Company for any act or failure to act, made in good faith in
relation to the Plan.
	 
	8.09	 	Indemnification
	 
	 	 	The Company, the members of the Administrative Committee and the officers, employees and
agents of the Company shall, unless prohibited by any applicable law, be indemnified against
any and all liabilities arising by reason of any act, or failure to act, in relation to the
Plan including, without limitation, expenses reasonably incurred in the




 









 





Page 29




	 	 	defense of any claim relating to the Plan, amounts paid in any compromise or settlement
relating to the Plan and any civil penalty or excise tax imposed by any applicable statute,
if:






	 	(a)	 	the act or failure to act shall have occurred






	 	(i)	 	in the course of the person’s service as an officer of the
Company or member of the Administrative Committee, or
	 
	 	(ii)	 	in connection with a service provided without compensation to
the Plan or to the Members or Beneficiaries of the Plan, if such service was
requested by the Administrative Committee, and






	 	(b)	 	the act or failure to act is in good faith and in, or not opposed to, the best
interests of the Company.






	 	 	This determination shall be made by the Company and, if such determination is made in good
faith and not arbitrarily or capriciously, shall be conclusive.

The foregoing indemnification shall be from the assets of the Company. However, the
Company’s obligation hereunder shall be offset to the extent of any otherwise applicable
insurance coverage under a policy maintained by the Company or any other person, or other
source of indemnification.
	 
	8.10	 	Payment of Expenses
	 
	 	 	All administrative expenses of the Plan and all benefits under the Plan shall be paid from
the general assets of the Company.




 









 





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	8.11	 	Construction
	 
	(a)	 	The Plan is intended to constitute an unfunded deferred compensation arrangement for a select
group of management or highly compensated personnel. All rights hereunder shall be governed
by and construed in accordance with the Employee Retirement Income Security Act of 1974, as
amended, and laws of the commonwealth of Massachusetts.
	 
	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate.
	 
	(c)	 	The captions inserted in the Plan are inserted as a matter of convenience and shall not
affect the construction of the Plan.




 









 





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ARTICLE 9. SIGNATURE AND VERIFICATION



IN WITNESS WHEREOF, Allegro Microsystems, Inc.
has caused this Plan to be executed this 3rd
day of October 2007.




	 	 	 	 	 
	 

	 	/s/ Dennis H. Fitzgerald
	 	 
	 

	 	 
 

	 	 
	 

	 	Dennis H. Fitzgerald

President & CEO
	 	 
	 
	 	 	 	 
	 

	 	 
 

	 	 





	 	 	 	 	 
	Attest:

	 	/s/ Richard T. Kneeland
 

	 	 
	 

	 	Richard T. Kneeland

Associate General Counsel

Allegro Microsystems, Inc.