Exhibit 10.60
NON-EMPLOYEE DIRECTOR
[Insert Year] COMPENSATION DEFERRAL AGREEMENT
This Compensation Deferral Agreement, dated as of [Insert date], is by
and between XXXXXX MICRO INC., a Delaware corporation (the "Company"), and
[LEGAL NAME] ("Non-Employee Director").
1. DEFERRAL OF CASH REMUNERATION. During and in respect of the period
commencing on January 1, [Insert Year] and ending on December 31, [Insert Year]
(the "Compensation Period"), Non-Employee Director elects to defer receipt of
cash remuneration otherwise payable to him/her pursuant to his/her [Insert Year]
Compensation Election Form with the Company as indicated on the attached [Insert
Year] Non-Employee Director Deferral Election Form (the "Deferred Cash
Compensation"). The Deferred Cash Compensation, with earnings thereon calculated
pursuant to Section 2 hereof, shall be paid to Non-Employee Director as provided
in Section 3 hereof.
2. EARNINGS. Subject to Section 4 hereof, the Deferred Cash Compensation
shall be increased or decreased, as the case may be, by the imputed earnings or
losses which would have accrued to such amounts had Non-Employee Director been
eligible and chosen to defer such amounts pursuant to the Xxxxxx Micro
Supplemental Investment Savings Plan from the dates payment or credit would, but
for this Agreement, be made, to the most recent date prior to the date of actual
payment practicable to permit the calculations of the amount due to be made and
payment to be processed ("Earnings"). For purposes of determining Earnings,
Non-Employee Director may choose in the manner designated by the Company from
time to time, and in such proportions as he/she may determine (provided that the
allocations shall be in 5% increments), among any or all of the investment
options provided by the Xxxxxx Micro Supplemental Investment Savings Plan.
Non-Employee Director's initial investment option selections are indicated on
the attached [Insert Year] Non-Employee Director Deferral Election Form.
3. PAYMENT OF DEFERRED CASH REMUNERATION. Subject to Section 4 hereof, the
Deferred Cash Compensation and Earnings thereon shall be paid to Non-Employee
Director in accordance with the most recent Non-Employee Director's Distribution
Election Form filed by Non-Employee Director with the Company.
4. SOURCE OF PAYMENTS. The obligations of the Company under this Agreement
represent an unsecured, unfunded promise to pay Non-Employee Director and/or
his/her beneficiaries, and shall not entitle Non-Employee Director or such
beneficiaries to a preferential claim to any asset of the Company. All payments
of Deferred Cash Compensation and Earnings shall be paid in cash from the
general funds of the Company and no special or separate fund shall be
established and no other segregation of assets shall be made to assure the
payment of such deferred amounts. Non-Employee Director shall have no right,
title, or interest whatever in or to any investments which the Company may make
to aid it in meeting its obligation hereunder. Nothing contained in this
Agreement, and no action taken pursuant to its provisions, shall
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create or be construed to create a trust of any kind or a fiduciary relationship
between the Company and Non-Employee Director or any other person. To the extent
Non-Employee Director has or acquires any rights to receive payments from the
Company, such rights shall be no greater than the right of an unsecured
creditor.
5. NEW DIRECTOR COMPENSATION DEFERRAL PLAN. Notwithstanding Section 2 or
Section 3, in the event that the Company adopts a plan pursuant to which
non-employee directors of the Company may elect to defer payment of
compensation, the determination of Earnings and the terms and conditions of
payment of Deferred Cash Compensation and Earnings shall be governed by and
subject to the terms and conditions of such plan.
6. GENERAL PROVISIONS. The Agreement shall be binding upon and inure to
the benefit of the Company and its successors and assigns, and Non-Employee
Director, his/her designees, and his/her estate. Neither Non-Employee Director,
his/her designees, nor his/her estate shall commute, pledge, encumber, sell or
otherwise dispose of the right to receive the payments provided for in this
Agreement, which payments and the rights thereto are expressly declared to be
nontransferable and nonassignable. This Agreement shall be governed by the laws
of the State of Delaware without reference to principles of conflicts of laws.
This Agreement represents the entire agreement between Non-Employee Director and
the Company with respect to the subject matter hereof, and this Agreement may
not be amended or modified except by a writing signed by the parties hereto,
provided that nothing herein shall affect Non-Employee Director's rights under,
or right to become covered by, any benefit program provided by the Company to
the non-employee members of its Board of Directors generally.
IN WITNESS WHEREOF, the parties have executed this Agreement, to be
effective as of the day and year first written above.
Non-Employee Director: XXXXXX MICRO INC.
______________________________________ By:_____________________________________
Signature
Title:__________________________________
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[XXXXXX MICRO LOGO]
[INSERT YEAR] NON-EMPLOYEE DIRECTOR DEFERRAL ELECTION FORM
FIRST NAME____________________________ LAST NAME________________________________
SSN____________________________________
================================================================================
1. DEFERRAL ELECTION
I hereby irrevocably elect to defer the payment of the following compensation
for my services as a member of the Xxxxxx Micro Inc. Board of Directors in
[INSERT YEAR]:
CASH RETAINER: ________% of the annual cash retainer elected to be paid in
four quarterly installments (not to exceed $67,000 or $82,000 for
committee chairmen)
MEETING FEES: ________% of the $1,000 for each meeting I attend during
[INSERT YEAR] of the Xxxxxx Micro Inc. Board of Directors and its
committees on which I serve.
2. INITIAL INVESTMENT ELECTIONS: CHOOSE AMONG OF THE FOLLOWING:
The elections must be in whole percentages and must be divisible by 5%.
The total percentage must be 100%. You may obtain a fund prospectus for
any of the funds by contacting [Xxxxxx Micro's 401(k) plan
administrator]*.
[Fund Elections]
__________________________________________ _________________________________
NON-EMPLOYEE DIRECTOR'S SIGNATURE DATE
*To contact [Xxxxxx Micro's 401(k) plan administrator], please call them at
_____________ or log on to the world wide web at ________________________.
[XXXXXX MICRO LOGO]
[INSERT YEAR] NON-EMPLOYEE DIRECTOR
DISTRIBUTION ELECTION AND BENFICIARY DESIGNATION FORM
FIRST NAME____________________________ LAST NAME________________________________
SSN____________________________________
================================================================================
A. DISTRIBUTION ELECTION: You may change your form of distribution, provided
you complete a new Distribution Election form at least one (1) year prior
to your distribution date. Once distribution begins, you may elect another
form of distribution, however, you will be subject to a 10% penalty.
If the value of my deferred compensation account is $25,000 OR GREATER as of the
last day of the month in which I retire or terminate my service on the board, I
elect the following form of distribution:
_____20 Quarterly Installments (5 years) - Beginning the first full quarter
after the quarter of retirement or termination of service.
_____40 Quarterly Installments (10 years) - Beginning the first full quarter
after the quarter of retirement or termination of service.
_____60 Quarterly Installments (15 years) - Beginning the first full quarter
after the quarter of retirement or termination of service.
____ Lump Sum Payment - 60 days after date of termination of service or
retirement. Your deferred compensation account will be valued and frozen
on the 60th day. A check will be generated from Xxxxxx Micro within 2
weeks of that date and mailed to your home address.
____ Lump Sum Payment - January 31st of the Calendar Year following termination
of service or retirement. Your deferred account will be valued and frozen
on January 31st . A check will be generated from Xxxxxx Micro within 2
weeks of January 31st and mailed to your home address.
B. BENEFICIARY DESIGNATION: In the event of my death, the following
beneficiaries are to share equally, unless otherwise specified, in my
deferred compensation account.
Name Relationship Social Security Number Percentage
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By signing below, I authorize Xxxxxx Micro to distribute my deferred
compensation account according to the distribution election chosen above. I
understand that my distribution will be reported as taxable income on my 1099 in
the year(s) of distribution.
__________________________________________ _______________________
Non-Employee Director's Signature Date
FOR BENEFITS DEPARTMENT USE ONLY
Effective Date: 1/1/2004 Date Received: Benefits Dept. Representative:
