EXHIBIT 10.10
2006 COMPENSATION DEFERRAL AGREEMENT
XXXXX XXXXX
This Compensation Deferral Agreement, dated as of December 27, 2005, is by and
between XXXXXX MICRO INC., a Delaware corporation (the "Company"), and XXXXX
XXXXX ("Executive").
1. DEFERRAL OF BASE SALARY. During and in respect of the period commencing
January 1,2006 and ending on December 31,2006 (the "Compensation Period"),
Executive elects to defer receipt of 5.0% of the base salary otherwise payable
to him (the "Deferred Salary"). The Deferred Salary, with earnings thereon
calculated pursuant to Section 4 hereof, shall be paid to Executive as provided
in Section 5 hereof.
2. DEFERRAL OF ANNUAL BONUS. Executive elects not to defer any amount
otherwise payable to Executive pursuant to the Company's 2006 Executive
Incentive Award Program.
3. ADJUSTMENT TO DEFERRED SALARY. During the Compensation Period, the amount
of Deferred Salary shall be increased by the "Company Match", which is the
amount of Executive's base salary which the Company would have contributed to
the Xxxxxx Micro 401(k) Investment Savings Plan and the Xxxxxx Micro
Supplemental Investment Savings Plan if Executive had elected to contribute 5%
of his base salary to such plans. The Company Match, with earnings thereon
calculated pursuant to Section 4 hereof, shall be paid to Executive as provided
in Section 5 hereof.
4. EARNINGS. Subject to Section 6 hereof, the Deferred Salary and Company
Match shall be increased or decreased, as the case may be, by the imputed
earnings or losses which would have accrued to such amounts had they been
deferred 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, Executive shall have chosen
his investment elections in the manner designated by the Company from time to
time, and in such proportions as he 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.
5. PAYMENT OF DEFERRED SALARY. Subject Section 6 hereof, the Deferred Salary,
Company Match and Earnings thereon shall be paid to Executive in accordance with
the most recent Executive Deferred Compensation Distribution Election Form on
file with the Company,provided said form has been received and filed in
compliance with Section 409A of the Internal Revenue Code. The Company shall
withhold from such payments all federal, state, city or other taxes as are
legally required to be withheld.
6. SOURCE OF PAYMENTS. The obligations of the Company under this Agreement
represents an unsecured, unfunded promise to pay benefits to Executive and/or
Executive's beneficiaries, and shall not entitle Executive or such beneficiaries
to a preferential claim to any asset of the
Company. All payments of Deferred Salary Continuation 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. Executive shall have no right, title, or
interest whatever in or to any investments which the Company may make to aid it
in meetings its obligations hereunder. Nothing contained in this Agreement, and
no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind or a fiduciary relationship between the Company and
Executive or any other person. To the extent Executive has or acquires any
rights to receive payments from the Company, such rights shall be no greater
than the right of unsecured creditor.
7. NEW COMPANY COMPENSATION DEFERRAL PLAN. Notwithstanding Section 4 or 5
hereof, in the event the Company adopts a new plan pursuant to which executives
of the Company may elect to defer payment of compensation, the determination of
Earnings or Company Match and the terms and conditions of payment of Deferred
Salary and Deferred Bonuses shall be governed by and subject to the terms and
conditions of such plan.
8. GENERAL PROVISIONS. The Agreement shall be binding upon and inure to the
benefit of the Company and its successors and assigns, and Executive, his
designees, and his estate. Neither Executive, his designees, nor his 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 California without
reference to principles of conflicts of laws. This Agreement represents the
entire agreement between the Executive 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 nothing herein shall affect
the Executive's rights under, or right to be covered by, any employee benefit
program provided by the Company to its executive employees generally.
IN WITNESS WHEREOF, the parties have executed this Agreement, to be effective as
of the day and year first written above.
EXECUTIVE XXXXXX MICRO INC.
/s/ Xxxxx Xxxxx Dec. 27/05 By: /s/ Xxxxxx Xxxxx
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Xxxxx Xxxxx Date Title: VP. Corp. Compensation & Benefits
Date: 12-27-05
