MTSC » Topics » 4. Deferred Compensation and Company Contributions .

This excerpt taken from the MTSC 8-K filed Oct 28, 2008.

          4.        Deferred Compensation and Company Contributions.

          4.1      Deferred Compensation Election. Each Participant may elect to defer and contribute any or all of the Participant’s Compensation for the Plan Year.







           a.        Each election (or deemed election) to defer an amount to the Participant’s Account as Deferred Compensation under this Section shall:






            i)          be made upon forms furnished by the Company or by evidencing such election using an electronic or telephonic medium available to such individual and acceptable to the Company, at such time as the Company shall determine and shall conform to such other procedural and substantive rules as the Company shall establish;






            ii)          except as provided in Section 6.2, be irrevocable after the first day of the Plan Year for which the deferral election is made; and








            iii)          except as provided in subsection 4.1(b) and (c), be received by the Company prior to the first day of the Plan Year for which the deferral election is made.







           b.        With respect to an eligible employee or director who first becomes a Participant during the Plan Year, the Participant’s election to defer Compensation for that Plan Year must be received by the Company no later than 30 days after the date of the Participant’s initial eligibility, and, if so received, the deferral election shall be effective as of the first day of the month following such receipt, shall be irrevocable for the remainder of the Plan Year and shall only apply to Compensation earned following the effective date of the election. With respect to an election to defer a bonus earned over a specified period that does not constitute Performance-Based Compensation, only that portion of the bonus will be deferred based on a fraction, the numerator of which is the number of days remaining in the service period and the denominator of which is the total number of days in the service period.







           c.         With respect to Performance-Based Compensation, the Participant’s election to defer may be made no later than 6 months before the last day of the performance period to which the payment of Performance-Based Compensation relates.






           d.         The Participant may elect to defer a dollar amount or percentage of Compensation, which shall be applicable to all or any portion (such as base salary, variable compensation or commission) of the Participant’s Compensation earned during the Plan Year, as determined by the Committee; provided that the designation of the types of Compensation eligible for deferral shall be determined prior to the first day of the Plan Year and shall be irrevocable during such Plan Year.





           e.          The Participant shall also elect in writing on the form on which the deferral election is made, the form of payment as provided in Section 7.1, which election shall be irrevocable, except as provided in Sections 7.2.





           f.          A new election may be made for each subsequent Plan Year in accordance with the provisions of subsection 4.1(a); provided however, that in the absence of a timely election, the Participant’s written deferral election for the preceding Plan Year shall apply to the succeeding Plan Year.

          4.2      Company Contribution. In addition to Deferred Compensation, the Company may, but shall not be obligated to, contribute to the Plan on behalf of one or more Participants. The amount of any Company Contribution may be based on all or any portion (salary, bonus or commissions) of a Participant’s Compensation, and may take into account contributions that the Company has made under the provisions of its Qualified Plan and/or as Deferred Compensation. Company Contributions shall not be subject to the election provided under Section 4.1, and need not be uniform for all Participants. The Company may, prior to the date the Participant has a legally binding right to such Company Contribution, designate the time and form of payment of such Company Contributions (including any income, gains or losses thereon) and in the absence of such designation, the time and form of payment in effect for the Participant’s Deferred Compensation for that Plan Year shall apply (or if no such election is in effect, in a lump sum in accordance with Section 6).

          4.3      Vesting. Each Participant shall have a fully vested and nonforfeitable interest in his or her amounts of Deferred Compensation contributed to the Plan under Section 4.1. Company Contributions under Section 4.2 may be subject to a vesting schedule or other conditions, including but not limited to non-competition, as determined by the Committee, in its sole discretion, provided such restrictions are established at the time such contributions are first credited to the Participant’s Account.

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