Preview | Deferred Compensation Plan |


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ARTICLE 1 ARTICLE 2 2.1 2.2 ARTICLE 3 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 ARTICLE 4 4.1 4.2 4.3 4.4 ARTICLE 5 5.1 5.2 ARTICLE 6 6.1 6.2 ARTICLE 7 7.1 7.2 ARTICLE 8 8.1 8.2 ARTICLE 9 9.1 9.2 ARTICLE 10 10.1 10.2 10.3 10.4 10.5 10.6 ARTICLE 11 11.1 11.2 11.3		Definitions Selection, Enrollment, Eligibility Selection by Committee Enrollment and Eligibility Requirements; Commencement of Participation Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts /Vesting/Crediting/Taxes Minimum Deferrals Maximum Deferral Election to Defer; Effect of Election Form Withholding and Crediting of Annual Deferral Amounts Company Contribution Amount Company Restoration Matching Amount Crediting of Amounts after Benefit Distribution Vesting Crediting/Debiting of Account Balances FICA and Other Taxes Scheduled Distribution; Unforeseeable Emergencies Scheduled Distribution Postponing Scheduled Distributions Other Benefits Take Precedence Over Scheduled Distributions Unforeseeable Emergencies Change In Control Benefit Change in Control Benefit Payment of Change in Control Benefit Retirement Benefit Retirement Benefit Payment of Retirement Benefit Termination Benefit Termination Benefit Payment of Termination Benefit Disability Benefit Disability Benefit Payment of Disability Benefit Death Benefit Death Benefit Payment of Death Benefit Beneficiary Designation Beneficiary Beneficiary Designation; Change; Spousal Consent Acknowledgement No Beneficiary Designation Doubt as to Beneficiary Discharge of Obligations Leave of Absence Paid Leave of Absence Unpaid Leave of Absence Leaves Resulting in Separation from Service

ARTICLE 12 12.1 12.2 12.3 12.4 ARTICLE 13 13.1 13.2 13.3 13.4 13.5 13.6 ARTICLE 14 14.1 ARTICLE 15 15.1 15.2 15.3 15.4 15.5 ARTICLE 16 16.1 16.2 16.3 ARTICLE 17 17.1 17.2 17.3 17.4 17.5 17.6 17.7 17.8 17.9 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18		Termination of Plan, Amendment or Modification Termination of Plan Amendment Plan Agreement Effect of Payment Administration Committee Duties Administration Upon Change In Control Agents Binding Effect of Decisions Indemnity of Committee Employer Information Other Benefits and Agreements Coordination with Other Benefits Claims Procedures Presentation of Claim Notification of Decision Review of a Denied Claim Decision on Review Legal Action Trust Establishment of the Trust Interrelationship of the Plan and the Trust Distributions From the Trust Miscellaneous Status of Plan Unsecured General Creditor Employers Liability Nonassignability Not a Contract of Employment Furnishing Information Terms Captions Governing Law Notice Successors Spouses Interest Validity Incompetent Court Order Distribution in the Event of Income Inclusion Under 409A Deduction Limitation on Benefit Payments Insurance

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Methode Electronics, Inc., a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

For the purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the following indicated meanings:

1.1

Account Balance shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participants Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.2

Annual Account shall mean, with respect to a Participant, an entry on the records of the Employer equal to the following amount: (i) the sum of the Participants Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

1.3

Annual Deferral Amount shall mean that portion of a Participants Base Salary, Bonus and LTIP Amounts that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. In the event of a Participants Retirement, Disability, death or Termination of Employment prior to the end of a Plan Year, such years Annual Deferral Amount shall be the actual amount withheld prior to such event.

1.4

Annual Installment Method shall be an annual installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: (i) for the first annual installment, the vested portion of each Annual Account shall be calculated as of the close of business on or around the Participants Benefit Distribution Date, as determined by the Committee in its sole discretion, and (ii) for remaining annual installments, the vested portion of each applicable Annual Account shall be calculated on every anniversary of such calculation date, as applicable. Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. By way of example, if the Participant elects a ten (10) year Annual Installment Method as the form of Retirement Benefit for an Annual Account, the first payment shall be 1/10 of the vested balance of such Annual Account, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested balance of such Annual Account, calculated as described in this definition.

1.5

Base Salary shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employees gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participants gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

1.6

Beneficiary shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 10, that are entitled to receive benefits under this Plan upon the death of a Participant.

1.7

Beneficiary Designation Form shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.

1.8

Benefit Distribution Date shall mean a date that triggers distribution of a Participants vested benefits. A Benefit Distribution Date for a Participant shall be determined upon the occurrence of any one of the following:

(a)

If the Participant Retires, the Benefit Distribution Date for his or her vested Account Balance shall be the last day of the six-month period immediately following the date on which the Participant Retires; provided, however, in the event the Participant changes the Retirement Benefit election for one or more Annual Accounts in accordance with Section 6.2(b), the Benefit Distribution Date for such Annual Account(s) shall be postponed in accordance with such section 6.2(b); or

(b)

If the Participant experiences a Termination of Employment, the Benefit Distribution Date for his or her vested Account Balance shall be the last day of the six-month period immediately following the date on which the Participant experiences a Termination of Employment; or

(c)

If the Participant dies prior to the complete distribution of his or her vested Account Balance, the Participants Benefit Distribution Date shall be the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participants death; or

(d)

If the Participant becomes Disabled, the Participants Benefit Distribution Date shall be the date on which the Participant becomes Disabled; or

(e)

If (i) a Change in Control occurs prior to the Participants Termination of Employment, Retirement, death or Disability, and (ii) the Participant has elected to receive a Change in Control Benefit, as set forth in Section 5.1 below, the Participants Benefit Distribution Date shall be the date on which the Company experiences a Change in Control, as determined by the Committee in its sole discretion.

1.10

Bonus shall mean any compensation, in addition to Base Salary and LTIP Amounts, earned by a Participant for services rendered during a Plan Year, under any Employers annual bonus, quarterly bonus, cash incentive plan or other arrangement designated by the Committee, as further specified on an Election Form.

1.11

Change in Control shall mean any change in control event as defined in accordance with Code Section 409A and related Treasury guidance and Regulations, unless such event would not constitute a change in control under the Participants Employment Security Agreement.

1.14

Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.16

Company shall mean Methode Electronics, Inc., a Delaware corporation, and any successor to all or substantially all of the Companys assets or business.

1.17

Company Contribution Amount shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.18

Company Restoration Matching Amount shall mean, for any one Plan Year, the amount determined in accordance with Section 3.6.

1.20

Disability or Disabled shall mean that a Participant is (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering employees of the Participants Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration, or if determined to be disabled in accordance with the applicable disability insurance program of such Participants Employer, provided that the definition of disability applied under such disability insurance program complies with the requirements in the preceding sentence.

1.22

Election Form shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.24

Employer(s) shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

1.25

ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.26

First Plan Year shall mean the period beginning May 1, 2006 and ending December 31, 2006.

1.27

401(k) Plan shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto.

1.28

LTIP Amounts shall mean any portion of the cash compensation attributable to a Plan Year that is earned by a Participant as an Employee under any Employers long-term incentive plan or any other long-term incentive arrangement designated by the Committee, as further specified on an Election Form.

1.29

Participant shall mean any Employee (i) who is selected to participate in the Plan, (ii) who submits an executed Plan Agreement, Election Form and Beneficiary Designation Form, which are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

1.30

Plan shall mean the Methode Electronics, Inc. Deferred Compensation Plan, which shall be evidenced by this instrument and by each Plan Agreement, as they may be amended from time to time.

1.31

Plan Agreement shall mean a written agreement, as may be amended from time to time, which is entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the Participants Employer shall provide for the entire benefit to which such Participant is entitled under the Plan; should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however, that any such additional benefits or benefit limitations must be agreed to by both the Employer and the Participant.