Document


ARTICLE 1.	INTRODUCTION	1
1.1	Background	1
1.2	Status of Plan	1
ARTICLE 2.	DEFINITIONS	1
2.1	“401(k) Plan”	1
2.2	“Account”	1
2.3	“Affiliate”	1
2.4	“Base Pay”	1
2.5	“Beneficiary”	1
2.6	“Bonus”	2
2.7	“Change in Control”	2
2.8	“Code”	2
2.9	“Committee”	2
2.10	“Company”	3
2.11	“Compensation”	3
2.14	“Effective Date”	3
2.15	“Election”	3
2.16	“Elective Deferral”	3
2.17	“Eligible Employee”	3
2.18	“Employer”	4
2.19	“ERISA”	4
2.20	“Fund”	4
2.21	“Fiscal Year”	4
2.22	“Grandfathered Deferral”	4
2.23	“Investment Rate”	4
2.24	“IRS”	4
2.25	“Matching Deferral”	4
2.26	“Participant”	4
2.27	“Plan”	4
2.28	“Plan Year”	4
2.29	“Retirement”	4
2.30	“Retirement Rate”	4


2.31	“Separation from Service”	4
2.32	“Unforeseeable Emergency”	6
2.33	“Year of Service”	6
ARTICLE 3.	PARTICIPATION	6
3.1	Commencement of Participation	6
3.2	Continued Participation	6
ARTICLE 4.	DEFERRALS	7
4.1	Elective Deferrals	7
4.2	Matching Deferrals	9
4.3	Grandfathered Deferrals	9
ARTICLE 5.	ACCOUNTS; INVESTMENTS; STATEMENTS; VESTING	9
5.1	Accounts	9
5.2	Investments	10
5.3	Payments	11
5.4	Statements	11
5.5	Vesting	11
ARTICLE 6.	PAYMENTS	11
6.1	Time and Form of Payment	11
6.2	Change in Control	13
6.3	Automatic Distributions	13
6.4	Changes in Time and Form of Payment	13
6.5	Specified Employees	13
6.6	Withholding	14
6.7	409A Income Inclusion	14
ARTICLE 7.	COMMITTEE	14
7.1	Plan Administration and Interpretation	14
7.2	Powers, Duties, Procedures, Etc	14
7.3	Information	15
7.4	Indemnification of Committee	15
7.5	Claims Procedure	15
ARTICLE 8.	AMENDMENT AND TERMINATION	16


8.1	Amendments	16
8.2	Termination of Plan	16
8.3	Existing Rights	16
ARTICLE 9.	MISCELLANEOUS	16
9.1	No Funding; Source of Payments	16
9.2	Nonassignability; Domestic Relations Order	16
9.3	Limitation of Participants’ Rights	17
9.4	Participants Bound	17
9.5	Right to Offset	17
9.6	Governing Law	17
9.7	No Guarantee of Tax Consequences	17
9.8	Adoption by Other Employers	17
9.9	Headings and Subheadings	17

1.1Background. The Company previously adopted the Lam Research Corporation Elective Deferred Compensation Plan (the “Predecessor Plan”). The Company froze the Predecessor Plan effective as of December 31, 2004, and contributions and deferrals, the right to which were earned and vested by a Participant as of December 31, 2004, and investment earnings related to account balances in the Predecessor Plan as of December 31, 2004, shall continue to be governed by the Predecessor Plan. The Predecessor Plan is not subject to Code Section 409A. The Employers adopted the Lam Research Corporation Elective Deferred Compensation Plan II (the “Plan”) effective January 1, 2005, amended and restated the Plan effective January 1, 2010, and further amended and restated the Plan effective January 1, 2026, unless otherwise noted herein.

1.2Status of Plan. The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and is intended to avoid subjecting Participants to taxation under Code Section 409A, and shall be interpreted and administered in a manner consistent with those intentions.

2.6“Bonus” means a cash bonus payable by an Employer to an employee, including any portion of such a bonus that would have been payable to the employee but for an election under Section 125 of the Code, a deferral election under the 401(k) Plan, or a deferral election under this Plan, provided, however, that the Committee has designated such amount as a “Bonus” eligible for an Elective Deferral under this Plan prior to the deadline for making such election. Notwithstanding the preceding sentence, the term “Bonus” shall not include any amount arising from, or paid under or in connection with a stock appreciation right, stock option, restricted stock, stock unit, or other equity-based incentive award, plan or arrangement. A “Fiscal Year Bonus” means any Bonus that satisfies the requirements to be fiscal year compensation within the meaning of Treasury Regulation Section 1.409A-2(a)(6).

2.7“Change in Control” means a change in control with respect to the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Act”) or any successor thereto; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13 (d) and 14 (d) of the Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of voting securities of the Company representing forty percent (40%) or more of the combined voting power of the Company’s then outstanding Voting Securities; or (ii) a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 50% of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or a complete liquidation of the Company or a sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets. As used herein, “Voting Securities” shall mean any securities which vote generally in the election of members of the Company’s Board of Directors.

2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation which amends, supplements or replaces such section or subsection. Similarly, reference to any Treasury Regulation includes reference to any succeeding provisions of any regulation or other applicable guidance that amends, supplements or replaces such regulation.

2.15 “Election” means an election by a Participant, consistent with the terms of the Plan and in a form and manner satisfactory to the Committee, to make Elective Deferrals to the Plan for a Plan Year, and to specify a time and form of payment for amounts attributable to the allocations to the Participant's Accounts (including Matching Deferrals) for such Plan Year.

2.17“Eligible Employee” means a Vice President, Director level or above employee, or any other employee of an Employer selected by the Committee to participate in the Plan (Vice Presidents, Director level employees and above are automatically eligible to participate in the Plan, unless expressly excluded by the Committee). The Committee in its discretion may withdraw an employee’s status as an Eligible Employee at any time and for any reason effective with respect to a subsequent Plan Year.

Effective with respect to an employee who is hired or promoted on or after January 1, 2011 into a position that is automatically eligible to participate under the Plan, such employee shall become an “Eligible Employee” (and therefore eligible to participate in the Plan) on the date that is 30 calendar days immediately following the employee’s date of hire or promotion, as applicable.

2.31“Separation from Service” means the termination of services provided by a Participant to his or her Employer (as defined in (c) below), whether voluntary or involuntary, as determined by the Committee in accordance with Treasury Regulation Section 1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(a) Except as otherwise provided in subsection (b) below, a Separation from Service will occur when such Participant has experienced a termination of employment with the Employer. A Participant will be considered to have experienced a termination of employment when the Participant has terminated employment and the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (A) no further services will be performed for the Employer after a certain date, or (B) that the level of bona fide services the Participant will perform for the Employer after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by the Participant (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer will be treated as continuing, provided that the period of the leave of absence does not exceed six months, or if longer, so long as the Participant has a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds six months and the Participant does not have a right to reemployment under an applicable statute or by contract, the employment relationship will be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such six-month period. In applying the provisions of this paragraph, a leave of absence will be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b) For a Participant who provides services to an Employer as both an employee and an independent contractor, a Separation from Service generally will not occur until the Participant has ceased providing services for the Employer as both an employee and an independent contractor. Except as otherwise provided herein, in the case of an independent contractor a Separation from Service will occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for the Employer, provided that the expiration of such contract or contracts is determined by the Employer to constitute a good-faith and complete termination of the contractual relationship between the Participant and the Employer. If a Participant ceases providing services for an Employer as an employee and begins providing services for such Employer as an independent contractor, the Participant will not be considered to have experienced a Separation from Service until the Participant has ceased providing services for the Employer in both capacities, as determined in accordance with the applicable provisions set forth in subsections (a) and (b) of this Section.

Notwithstanding the foregoing provisions in this subsection, if a Participant provides services for an Employer as both an employee and as a member of the board of directors of an Employer, to the extent permitted by Treasury Regulation Section 1.409A-1(h)(5), the services provided by the Participant as a member of the board of directors will not be taken into account in determining whether the Participant has experienced a Separation from Service as an employee.

(ii) All other entities with which the entity described in (i) above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (group of trades or businesses under common control), as applicable; provided, however, that an ownership threshold of 50% shall be used as a substitute for the 80% minimum

ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (1) Code Section 1563 and the regulations thereunder for determining a controlled group of corporations under Code Section 414(b), and (2) Treasury Regulation Section 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

2.32“Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant's spouse, the Participant's designated Beneficiary, or a dependent (as defined in Section 152(a) of the Code without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code) of the Participant, loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster), or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An Unforeseeable Emergency will not include the need to send a Participant’s child to college or the desire to purchase a home.

(a) Base Pay. An individual who is or will be an Eligible Employee as of any January 1 may elect to defer a designated whole percentage, not to exceed 75 percent, of all Base Pay that is payable to the individual for services to be performed on or after that date by filing an election with the Committee or its designee prior to that January 1 (or such earlier date as the Committee may prescribe); provided, however, that the amount deferred shall be reduced by the amount of applicable tax and other withholdings to the extent the remaining amount of the Bonus, after subtraction of the elected deferral amount, is otherwise insufficient for all applicable tax and other withholdings to be withheld. Any such election shall be irrevocable as of the December 31 immediately prior to such January 1 (or such earlier date as the Committee may prescribe). Notwithstanding the preceding provisions of this paragraph, a Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective as of any January 1 subsequent to the date of such revocation, modified election, or new

election, but only with respect to Base Pay earned thereafter. Such revocation, modification or new election must be delivered to the Committee or its designee no later than the December 31 immediately preceding the effective date of the election (or such earlier date as the Committee may prescribe). The same deferral percentage shall apply to each payment of Base Pay covered by the election.

(b) Bonuses. An individual who is or will be an Eligible Employee as of any January 1 may elect to defer a designated whole percentage, not to exceed 100 percent, of any Bonus that is payable to the individual for services to be performed on or after that date by filing an election with the Committee or its designee prior to that January 1 (or such earlier date as the Committee may prescribe); provided, however, that the amount deferred shall be reduced by the amount of applicable tax and other withholdings to the extent the remaining amount of the Bonus, after subtraction of the elected deferral amount, is otherwise insufficient for all applicable tax and other withholdings to be withheld. Any such election shall be irrevocable as of the December 31 immediately prior to such January 1 (or such earlier date as the Committee may prescribe). Notwithstanding the preceding provisions of this paragraph, a Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective as of any January 1 subsequent to the date of such revocation, modified election, or new election, but only with respect to a Bonus earned thereafter. Such revocation, modification or new election must be delivered to the Committee or its designee no later than the December 31 immediately preceding the effective date of the election (or such earlier date as the Committee may prescribe).

(i) Fiscal Year Bonus. Notwithstanding the preceding provisions of this subparagraph (b), if permitted by the Committee, an individual who is an Eligible Employee may elect to defer a designated whole percentage, not to exceed 100 percent, of any Fiscal Year Bonus payable to the individual with respect to a Fiscal Year beginning after the date on which the election is made by filing an irrevocable election with the Committee or its designee before the first day of such Fiscal Year (or such earlier date as the Committee may prescribe); provided, however, that the amount deferred shall be reduced by the amount of applicable tax and other withholdings to the extent the remaining amount of the Bonus, after subtraction of the elected deferral amount, is otherwise insufficient for all applicable tax and other withholdings to be withheld. A Participant may revoke or otherwise modify an existing election, or make a new deferral election, effective with respect to a Fiscal Year Bonus to be paid for a Fiscal Year beginning after the date of such revocation, modified election, or new election, by filing an irrevocable election with the Committee or its designee before the first day of such Fiscal Year (or such earlier date as the Committee may prescribe).

(c) The provisions of paragraphs (a) and (b) above to the contrary notwithstanding, an individual who is identified by the Committee as an Eligible Employee during a Plan Year may be permitted to make an election to participate in the Plan with respect to Base Pay and Bonus earned during that Plan Year and subsequent to the filing of such election with the Committee or its designee, provided that such election is made within 30 days of the date that the Eligible Employee first becomes eligible to

participate in the Plan and other nonqualified deferred compensation plans treated as a single plan with this Plan under Code Section 409A; and provided further that if an Eligible Employee becomes an Eligible Employee after September 30 th of a Plan Year, the Eligible Employee’s election to participate will not become effective until the following Plan Year. Any such election shall be irrevocable as of the date filed with the Committee or its designee and shall apply only to Base Pay and Bonus earned for services performed after the date of the election.

(d) The provisions of paragraphs (a) and (b) above to the contrary notwithstanding, elections to defer Base Pay in a Plan Year must be equal to or greater than 5 percent during any Plan Year in order for any amount of Base Pay to be deferred under this Plan, and elections to defer Bonus in a Plan Year must be equal to or greater than 5 percent during any Plan Year in order for any amount of Bonus to be deferred under this Plan.

(e) The provisions of paragraphs (a) and (b) above to the contrary notwithstanding, a Participant may cancel his election to defer Compensation for a Plan Year due to an Unforeseeable Emergency or on account of a hardship distribution under the 401(k) Plan (or another qualified retirement plan maintained by the Company) pursuant to Treasury Regulation Section 1.401(k)-1(d)(3), or any subsequent guidance. Any subsequent election to defer receipt of Compensation by a Participant who cancels his election under this Section 4.1(e) is subject to the election timing requirements set forth in Section 4.1.

(f) For purposes of this Plan, any amount of Base Pay that is payable after the end of the Plan Year solely for services performed during the final payroll period (described in Code Section 3401(b)) containing the last day of the Plan Year, where the amount is payable pursuant to the timing arrangement under which the Employer normally compensates the Participant for services performed during a payroll period (described in Code Section 3401(b)), shall be treated as Base Pay for services performed in the subsequent Plan Year in which the Base Pay is actually payable.

4.2Matching Deferrals. The Company shall credit the Matching Deferral Subaccount of each Participant who defers Base Salary under the Plan with respect to a Plan Year in an amount equal to 3% of such deferrals, subject to a maximum of $2,500 in matching contributions with respect to each such Plan Year. Any such matching contribution shall be credited to a Participant’s Matching Deferral Subaccount on April 30th after the end of the each applicable Plan Year provided the Participant is still employed on such date.

4.3Grandfathered Deferrals. The Company shall credit to an applicable Participant’s Account the amount of Company contributions that a Participant would have become entitled to under Section 4.3(b)(v) of the Predecessor Plan, but for the fact that the Predecessor Plan was frozen effective December 31, 2004. For the avoidance of doubt, all Grandfathered Deferrals, if any, shall be deemed to have been made under the Plan.

5.1Accounts. A Participant’s Account shall be credited with the amounts of Elective Deferrals, Matching Deferrals and Grandfathered Deferrals and any adjustments related to investments as provided in Section 5.2. Each Account shall consist of up to seven (7) subaccounts that shall be maintained for each Participant by an Employer. Up to five (5) Elective Deferral subaccounts, which may be any combination of Retirement Subaccounts and Scheduled Distribution Subaccounts, shall be maintained for the Participant and credited with the Participant’s Elective Deferrals as provided in Section 5.1. One (1) Matching Deferral subaccount may be maintained for a Participant and shall be credited with Matching Deferrals, if any, credited on behalf of a Participant as provided in Section 4.2. One (1) Grandfathered Deferral subaccount may be maintained for a Participant and shall be credited with Grandfathered Deferrals, if any, credited on behalf of a Participant as provided in Section 4.3. Each subaccount may be further divided into separate accounts for investment purposes to accommodate the direction of investments as provided in Section 5.2.

(a) Investment Funds. The Committee shall select from time to time, in its sole and absolute discretion, investment funds of various types (“Funds”) that shall be communicated to the Participant. The investment rate of each Fund (“Investment Rate”) shall be used to determine the amount of earnings or losses to be credited to each Account. The Committee, in its sole and absolute discretion, may change or replace Funds available under the Plan at any time. A Participant’s deemed investment choices may be changed from time to time in accordance with the procedures established by the Committee.

(b) Investment Elections. In accordance with the procedures established by the Committee, each Participant shall make an election regarding the manner that the amounts credited to his or her Account under Article 4 shall be deemed to be invested for purposes of determining the amount of earnings or losses to be credited to such Account. If no such election is made, each Account shall be deemed invested in the Money Market.

(i) Elective Deferrals and Matching Deferrals. At the end of each business day, the Committee shall credit each Participant’s Elective Deferral Subaccounts and Matching Deferral Subaccount with the Investment Rate performance for such day less any distributions or withdrawals made during such day from such subaccounts, plus the Investment Rate performance on any amounts credited to such subaccounts during such day. In addition, payments

(ii) Grandfathered Deferrals. At the end of each business day, the Committee shall credit each Participant’s Grandfathered Deferral Subaccount with the Retirement Rate performance for such day less any distributions or withdrawals made during such day from such subaccount, plus the Retirement Rate performance on any amounts credited to such subaccount during such day. In addition, payments under Article 6 shall include the Retirement Rate performance on the amount of such payments on a daily basis.

5.5Vesting. All amounts credited to the Elective Deferral subaccounts and to the Grandfathered Deferral subaccount, if any, shall be fully vested and nonforfeitable at all times except as set forth in Section 9.5. All amounts credited to the Matching Deferral subaccount, if any, shall vest at the same rate and at the same time as would have been the case had such contribution been made under the 401(k) Plan.

(b) Elective Deferrals. Prior to the date that an election to defer Base Pay or Bonus amounts becomes irrevocable under Section 4.1, each Participant shall elect the time and form of payment of up to five (5) Elective Deferral subaccounts from among the alternatives set forth in this Section 6.1. Each other individual who makes an initial election subsequent to January 1 to commence making Elective Deferrals to the Plan pursuant to Section 4.1 shall, on or before the deadline applicable to his or her initial election to begin making Elective Deferrals to the Plan, elect the time and form of payment from among the options set forth in this Section. The options available for the commencement of payment of Elective Deferrals from a Participant’s Account are:

(iv) The options available for the form of payment for a Retirement Distribution are (A) a single lump sum payment, or (B) equal annual installments to be paid on the first day of a calendar year over a period elected by the Participant of up to 20 years, provided, however, that all amounts must be distributed prior to the 20th anniversary of the first day following the end of the calendar year in which Retirement occurs.

(v) Each such election shall be irrevocable as of the deadline for making such election as provided above, except as otherwise provided in Section 6.4. In the event a Participant fails to make a valid election by the time provided in this Section, the Participant shall be deemed to have elected the earliest possible Scheduled Distribution to be paid in a lump sum.

(vi) Other Separation from Service. Upon a Participant’s Separation from Service other than on account of the Participant’s Retirement, or death, the Participant’s Elective Deferrals shall be paid to the Participant (1) on the first day of the calendar quarter following the calendar quarter in which the Separation from Service occurs in a lump sum, or (2) in equal annual installments to be paid on the first day of a calendar year over a period elected by the Participant of up to 5 years.

(vii) Death. If a Participant dies after the commencement of payment of any Elective Deferral subaccount, then the payments related to such Elective Deferral subaccounts shall continue to be made to the Participant’s designated beneficiary or beneficiaries in accordance with the payment terms elected by the Participant for such Elective Deferral subaccounts. If a Participant dies prior to the commencement of payments under any Elective Deferral subaccount, then the payments related to such Elective Deferral subaccounts shall be made to the Participant’s designated beneficiary or beneficiaries in accordance with the payment terms elected by the Participant, which may include payment (A) in a lump sum on the first day of the calendar quarter following the calendar quarter in which the death occurs, or (B) in equal annual installments to be paid on the first day of the calendar year following death over a period elected by the Participant of up to 10 years. If the total amount allocated to the Participant's Account is less than $50,000 as of the date of the Participant's death, the Committee shall require a distribution of the entire Account in the form of a single lump sum payment to the Participant's Beneficiary.

(c) Matching Deferrals. Upon Separation from Service, the Company shall pay to the Participant (or his Beneficiary in the event of the Participant’s death) an amount equal to the value of the Participant’s vested Matching Deferral subaccount on the first day of the calendar quarter following the calendar quarter in which the Separation from Service occurs in a lump sum.

6.2Change in Control. In the event of a Change in Control, all amounts credited to a Participant’s Account shall be distributed in a lump sum payment on the first business day of the 18th month following such Change in Control; provided, however, that the provisions of Section 6.4 shall continue to be effective. Notwithstanding the preceding, a Change in Control shall not be deemed to have occurred with respect to the Account of a Participant for purposes of this Section unless such Change in Control also satisfies the requirements for a permitted distribution event with respect to such Participant for purposes of Code Section 409A(a)(2)(A)(v).

6.3Automatic Distributions. Notwithstanding the preceding provisions of this Article 6, if the total amount credited to a Participant’s Account and any other plans required to be aggregated with this Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulation Section 1.409A-1(c)(2), is less than $25,000 as of the date that a Participant Separates from Service, the Committee shall require a distribution of the entire Account in the form of a single lump sum payment. Any payment made pursuant to this provision must result in the termination and liquidation of the entirety of the Participant’s interest under the Plan and any other plans required to be aggregated with this Plan, including all agreements, methods, programs, or other arrangements with respect to which deferrals of compensation are treated as having been deferred under a single nonqualified deferred compensation plan under Treasury Regulations Section 1.409A-1(c)(2).

6.4Changes in Time and Form of Payment. A Participant may change his or her previous payment elections under Section 6.1 regarding the time at which his or her Account or applicable subaccount will be paid or begin to be paid, or the form of such payment, or both, after commencing participation in the Plan provided that (i) no such change shall be effective until at least 12 months after the date on which such modified election is made, (ii) no change may be made less than twelve months prior to the date the payment is scheduled to be paid or, in the case of installment payments elected pursuant to Section 6.1 (which shall be treated for purposes of this Plan as a “single payment”), twelve months prior to the date the first amount was scheduled to be paid, and (iii) the payment made pursuant to any such subsequent election is deferred for a period of not less than five years from the date such payment was scheduled to be paid or, in the case of installment payments elected pursuant to Section 6.1 (which shall be treated for purposes of this Plan as a “single payment”), five years from the date the first amount was scheduled to be paid. A Participant’s election pursuant to this Section to change his or her previous payment elections shall be made in the manner prescribed by the Committee and shall become effective and be deemed to be “made” for purposes of the above provisions of this

6.5Specified Employees. Any provision of the Plan to the contrary notwithstanding, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code as of the date of the Participant’s Separation from Service, no distribution shall be made or commence with respect to such Participant pursuant to this Section sooner than six months from the date of such Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). In such case, all payments that were scheduled to be made within such six-month period shall be accumulated and paid in a single lump sum in the calendar quarter following the calendar quarter in which such six-month period ends. The determination of whether an individual is a “specified employee” shall be made in accordance with the applicable regulations and other guidance pursuant to Code Section 409A using the default provisions in such regulations and other guidance unless another method permitted pursuant to such regulations and other guidance has been prescribed for such purpose by the Committee for application to all plans subject to Code Section 409A.

6.6Withholding. There shall be deducted from all amounts paid under this Plan any taxes and other amounts required to be withheld by any Federal, state, local or other government. The Participant and/or his or her beneficiary (including his or her estate) shall bear all taxes on amounts paid under this Plan to the extent that no taxes are withheld, irrespective of whether withholding is required. The Participant will be required to pay to his or her Employer the amount of any federal, state or local taxes required by law to be withheld in connection with the Plan in the event that such Participant is not being paid by an Employer or amounts being paid by an Employer to such Participant are insufficient to satisfy any such withholding obligation.

6.7409A Income Inclusion. Any provision of the Plan to the contrary notwithstanding, although the Plan is designed to comply in form and operation with the requirements of Code Section 409A, in the event a Participant is required to include in income an amount attributable to the Plan prior to the payment of any such amount pursuant to this Plan on account of a violation of Code Section 409A, the amount so required to be included in income shall be paid to the Participant as soon as practicable.

7.1Plan Administration and Interpretation. The Committee shall oversee the administration of the Plan. The Committee shall have complete control and authority to determine the rights and benefits and all claims, demands and actions arising out of the provisions of the Plan of any Participant, beneficiary, deceased Participant, or other person having or claiming to have any interest under the Plan. The Committee shall have the exclusive and discretionary power to interpret the Plan and to decide all matters under the Plan. Such interpretation and decision shall be final, conclusive and binding on all Participants and any person claiming under or through any Participant, in the absence of clear and convincing evidence that the Committee acted arbitrarily and capriciously. Any individual serving on the Committee who is a Participant will not vote or act on any matter relating solely to himself or

7.2Powers, Duties, Procedures, Etc. The Committee may adopt such rules and regulations as it deems necessary, desirable or appropriate in administering the Plan so long as they are not inconsistent with the terms of the Plan. Any act which this Plan authorizes or requires the Committee to do may be done by a majority of the members of the Committee acting hereunder; and the action of such majority of the members of the Committee, expressed from time to time by a vote at a meeting or in writing without a meeting, shall constitute the action of the Committee and shall have the same effect for all purposes as if assented to by all of the members of the Committee at the time in a regular or special meeting. A dissenting Committee member who, within a reasonable time after he or she has knowledge of any action or failure to act by the majority, registers his or her dissent in writing delivered to the other Committee members and the Company shall not be responsible for any action or failure to act. The Committee may elect one of its members as chairman and it may appoint a secretary who may, but need not be, a Committee member. In addition, the Committee may appoint other agents and representatives, who may but need not be in the employ of the Employer, to keep its records and assist it in doing other acts or things to be done or performed by the Committee. Any such person, corporation or firm so designated by the Committee may, when so authorized by the Committee, sign in the name of the Committee all applications and other documents required hereunder. All usual and reasonable expenses of the Committee including, without limiting the generality thereof, the reasonable cost of record keeping, accountants’ fees, legal fees, counsel fees, and administrative costs shall be paid by the Employers.

7.4Indemnification of Committee. The Employers agree to indemnify and to defend to the fullest extent permitted by law any officer or employee who serves as a member of the Committee (including any such individual who formerly served as a member of the Committee) against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

7.5Claims Procedure. If any person (hereinafter called the “Claimant”) feels that he or she is being denied a benefit to which he or she is entitled under this Plan, such Claimant may file a written claim for said benefit with the Committee. Within sixty days following the receipt of such claim the Committee shall determine and notify the Claimant as to whether he or she is entitled to such benefit. Such notification shall be in writing and, if denying the claim for benefit, shall set forth the specific reason or reasons for the denial, make specific reference to the pertinent provisions of this Plan, describe any additional information necessary for the Claimant to perfect the claim and explain why the information is necessary, advise the Claimant that he or she may, within sixty days following the receipt of such notice, in writing request to appear

before the Committee or its designated representative for a hearing to review such denial, and state that the Claimant has the right to bring a civil action under Section 502(a) of ERISA following a denial of the claim on review. Any hearing shall be scheduled at the mutual convenience of the Committee or its designated representative and the Claimant, and at any such hearing the Claimant and/or his or her duly authorized representative may examine any relevant documents and present evidence and arguments to support the granting of the benefit being claimed. The final decision of the Committee with respect to the claim being reviewed shall be made within sixty days following the hearing thereon, and Committee shall in writing notify the Claimant of said final decision, again specifying the reasons therefor and the pertinent provisions of this Plan upon which said final decision is based. The written notice will also include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents and other information relevant to the claim and a statement that the Claimant has a right to bring a civil action under Section 502(a) of ERISA. The final decision of the Committee shall be conclusive and binding upon all parties having or claiming to have an interest in the matter being reviewed.

8.2Termination of Plan. This Plan is strictly a voluntary undertaking on the part of the Employers and shall not be deemed to constitute a contract between the Employers and any employee or a consideration for, or an inducement or condition of employment for, the performance of services by any employee. The Company reserves the right to terminate this Plan at any time effective with respect to any Plan Year subsequent to the date action is taken by the Company to terminate this Plan, subject to Section 8.3. In the event the Plan is terminated, no further contributions or credits shall be made after the effective date of the Plan’s termination other than interest credits made pursuant to Section 5.2, and payments shall be made in accordance with the payment provisions of Article 6. The preceding provisions of this Section 8.2 to the contrary notwithstanding, the Company may in its discretion terminate the Plan effective as of a date that is prior to the first day of a subsequent Plan Year and provide for accelerated payments of all amounts credited to Accounts upon a termination of the Plan to the extent such termination and acceleration of payments satisfies the applicable requirements upon the termination of a plan pursuant to Code Section 409A.

9.1No Funding; Source of Payments. Nothing in this Plan will be construed to create a trust or to obligate an Employer or any other person to segregate a fund, purchase an insurance contract, or in any other way currently to fund the future payment of any benefits hereunder, nor will anything herein be construed to give any employee or any other person rights to any specific

9.2Nonassignability; Domestic Relations Order. None of the benefits, payments, proceeds or claims of any Participant or beneficiary shall be subject to any claim of any creditor of the Participant or beneficiary and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any creditor of the Participant or beneficiary, nor shall any Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which he may expect to receive, contingently or otherwise, under this Plan. Notwithstanding the preceding, the Committee shall direct that all or any portion of the amount credited to a Participant’s Account be paid to an individual other than the Participant to the extent necessary to comply with an order that the Committee has determined to be a “domestic relations order” as defined in Code Section 414(p)(1)(B). Further, and any provision of the Plan to the contrary notwithstanding, the payment of amounts credited to a Participant’s Account to an individual other than the Participant shall be accelerated as may be necessary to fulfill an order that the Committee has determined to be a “domestic relations order” as defined in Code Section 414(p)(1)(B).

9.3Limitation of Participants’ Rights. Participation in this Plan shall not give any Eligible Employee the right to be retained in the employ of an Employer or an Affiliate or any right or interest in the Plan other than as herein provided. The Employers and their Affiliates reserve the right to dismiss any Eligible Employee without any liability for any claim against the Employer or Affiliate, except to the extent of benefit payments provided herein.

9.5Right to Offset. If at the time payments or installments of payments are to be made hereunder, any Participant or his Beneficiary is indebted to the Company or its Affiliates, then the payments remaining to be made to the Participant or his Beneficiary may, at the discretion of the Committee, be reduced by the amount of such indebtedness in accordance with Code Section 409A; provided, however, that an election by the Committee not to reduce any such payment or payments shall not constitute a waiver of any claim for such indebtedness.

9.6Governing Law. This Plan shall be construed, administered, and governed in all respects under and by the internal laws (and not the principles relating to conflicts of laws) of the State of California, except where superseded by federal law. If any provision shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

9.7No Guarantee of Tax Consequences. No person connected with the Plan in any capacity, including, but not limited to, the Employers and any Affiliate and their respective directors, officers, agents and employees, makes any representation, commitment or guarantee that any tax treatment, including, but not limited to, federal, state and local income, estate and gift tax treatment, will be applicable with respect to any amounts deferred or payable under the


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