EXHIBIT 10.10
ALTERA CORPORATION
NONQUALIFIED DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION AGREEMENT
1. I acknowledge that the terms and conditions of the Altera Corporation
Nonqualified Deferred Compensation Plan ("Plan") have been explained to
me, including the tax consequences of my decision to participate in the
Plan.
2. I agree to defer all or a portion of my current income, and to have that
income paid to me at a later date pursuant to the terms and conditions
of the Plan, which are incorporated by reference, in their entirety, in
this Agreement. NOTE: ACTUAL BENEFITS PAYABLE UNDER THE PLAN MAY BE
GREATER OR LESS THAN AMOUNTS DEFERRED DEPENDING ON THE EARNINGS OR
LOSSES THAT ARE CREDITED TO THE PARTICIPANT'S ACCOUNT IN ACCORDANCE WITH
THE PLAN.
3. I acknowledge that under the terms of the Plan, no payments can be made
in the event Altera Corporation is Insolvent (as defined in the Plan).
4. I understand that this Agreement is not an employment agreement, does
not guarantee that I will receive any predetermined amount of
compensation, and does not guarantee that I will receive any bonus. I
further understand that nothing in this Agreement alters the at-will
nature of my employment.
5. I understand that any income I defer will be held as an asset of Altera
Corporation and will remain subject to the claims of the general
creditors of Altera Corporation.
6. I understand that the Retirement Plans Committee has the sole
discretionary authority to administer the investment of funds deferred
under the Plan and to review from time to time such investments
consistent with proper Plan administration.
7. I understand that all applicable taxes and any elective deferrals (e.g.,
ESPP, 401(k), medical insurance premiums, etc.) will be deducted from my
paycheck (including my salary, any bonus, and incentive payments) prior
to deferrals being made to the Plan. THEREFORE, I UNDERSTAND THAT THE
PERCENTAGE OF GROSS SALARY, BONUS, AND INCENTIVE PAYMENTS I ELECT TO
DEFER MAY NOT RESULT IN A NEGATIVE PAYCHECK BALANCE AFTER ALL SUCH
DEDUCTIONS HAVE BEEN MADE.
8. I understand that I may only contribute up to 65% of my gross salary and
any incentive payments and up to 80% of any future bonus if I also
participate in the Altera Corporation Savings and Retirement (401(k))
Plan. IF I ELECT TO DEFER 100% OF MY SALARY, ANY FUTURE BONUS, OR ANY
INCENTIVE PAYMENT (AFTER ALL APPLICABLE PAYROLL DEDUCTIONS HAVE BEEN
MADE), I UNDERSTAND THAT I MAY NOT PARTICIPATE IN THE ALTERA CORPORATION
SAVINGS AND RETIREMENT (401(k)) PLAN.
9. _____ I AM ENROLLING IN THE PLAN AS A NEW PARTICIPANT.
(Please complete Sections A, B, C, D and E below as applicable.)
_____ I AM A PARTICIPANT MAKING MY OPEN ENROLLMENT ELECTIONS FOR THE
FOLLOWING CALENDAR YEAR. (You must complete Section A below.
Complete all other applicable Sections based on any other
desired changes you wish to make. All elections that are not
changed will remain in effect based on your Agreement on file
with the company
or its administrator.)
_____ I AM A PARTICIPANT MAKING CHANGES TO MY CURRENT ELECTIONS.
(Please complete Sections B, C, D and E below as applicable
based on your desired changes. All elections that are not
changed will remain in effect based on your Agreement on file
with the company or its administrator.)
A. DEFERRAL ELECTION PERCENTAGE (May only be completed if you are initially
enrolling in the plan as a participant or you are a participant making
your Open Enrollment elections for the following calendar year.)
1. Salary (please choose one of the following):
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_____ I elect to defer _____% (not to exceed 65%) of gross salary; or
_____ I elect to defer 100% of my salary after all applicable payroll
deductions have been made; I understand that I may not
participate in the Altera Corporation Savings and Retirement
(401(k)) Plan; or
_____ I elect not to defer any salary.
2. Any Future Bonus (please choose one of the following):
---
_____ I elect to defer _____% (not to exceed 80%) of any future bonus;
or
_____ I elect to defer 100% of any future bonus after all applicable
payroll deductions have been made; I understand that I may not
participate in the Altera Corporation Savings and Retirement
(401(k)) Plan; or
_____ I elect not to defer any future bonus.
3. Any Incentive Payments (please choose one of the following):
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_____ I elect to defer _____% (not to exceed 65%) of any incentive
payments; or
_____ I elect to defer 100% of any incentive payments after all
applicable payroll deductions have been made; I understand that
I may not participate in the Altera Corporation Savings and
Retirement (401(k)) Plan; or
_____ I elect not to defer any incentive payments.
THE FOLLOWING TWO ELECTIONS APPLY ONLY TO ALTERA CORPORATION BOARD OF
DIRECTORS
4. Board of Directors Retainer (please choose one of the following):
---
_____ I elect to defer _____% (not to exceed 65%) of my Board of
Directors Retainer; or
_____ I elect not to defer any Board of Directors Retainer.
5. Compensation paid for attendance at Board of Directors Meetings and
subcommittee meetings (please choose one of the following):
---
_____ I elect to defer _____% (not to exceed 65%) of my compensation
paid for attendance at Board of Directors Meetings and
subcommittee meetings; or
_____ I elect not to defer any compensation paid for attendance at
Board of Directors Meetings and subcommittee meetings.
I understand that I may not discontinue or change my deferral election
percentage of future Compensation at any time during the year, but that I may
make changes in the Agreement at the beginning of the succeeding calendar year
after I have notified Altera Corporation in writing of the change I desire.
B. DISTRIBUTION EVENT
I understand that all vested amounts held for my benefit under the Plan shall
begin to be distributed upon the occurrence of a "Distribution Event" (described
below), subject to earlier distribution upon written notice to the Company
(subject to a 10% penalty) or Hardship Withdrawal, as described in the Plan.
Distribution of vested amounts held for my benefit under the Plan should
commence pursuant to the following choice (select one):
_____ Specific date __________________________ or age ______ (not
to exceed 70), without regard to termination of
employment*; or
_____ Earlier of:
_____ (i) specific date ____________________________ or age
_____ (not to exceed 70)*, or
_____ (ii) termination of employment; or
_____ Termination of employment.
* I understand that actual payout of assets starts within 105 days after the end
of the calendar year in which my specified Distribution Event (including
specific date or age) occurs. I understand further that I may not make further
deferrals to the Plan while I am receiving a distribution of benefits from the
Plan.
I understand that the Distribution Event specified above may be changed at any
time during my Plan participation as long as such change occurs at least one
year prior to the newly-specified Distribution Event provided, however, that no
such change shall be given effect if I terminate my services to the Company
(either voluntarily or involuntarily) within one (1) year of such change.
C. METHOD OF PAYMENT (ONE METHOD MUST BE CHECKED IN ORDER FOR THIS TO BE A
VALID AGREEMENT)
I elect that the payment of all vested amounts due me under this Agreement and
the Plan shall be made in the following manner:
_____ One single lump sum payment.
_____ Annual installments equal to 1/n of the assets on deposit in the
Trust credited to my account, where n is the number of
installments remaining to be paid. I hereby elect _____ annual
payments (not to exceed 10 years), upon my elected Distribution
Event.
_____ Annual installments equal to a specified % of the vested assets
credited to my account under the Trust. I hereby elect _____
annual payments (not to exceed 10 years). Please indicate the
installment % by year in the space provided below. NOTE:
Installment percentages must be in 5% increments and are subject
to a 5% minimum percentage.
Year %
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I understand that my elected method of distribution can be changed up to 90 days
prior to the Distribution Event specified above; provided, however, that no such
change shall be given effect if I terminate my services to the Company (either
voluntarily or involuntarily) during the 90-day period following such change.
I understand further that my elected method of distribution may be modified by
Altera Corporation at any time prior to my termination of employment, provided
that any such modification that impairs my rights under this Agreement and the
Plan shall be subject to my consent.
D. SPECIAL ELECTION FOR DISTRIBUTION AT DEATH
By checking the box below, I elect to have a lump sum paid to my beneficiary,
constituting the remainder of my interest under the Plan in the event I should
die before all amounts payable to me under the Plan have been paid,
notwithstanding my elections under B and C above. (NOTE: IF NO BOX IS CHECKED,
DISTRIBUTION AT DEATH WILL OCCUR IN ACCORDANCE WITH YOUR ELECTIONS UNDER B AND C
ABOVE.)
[ ] I hereby elect a lump sum distribution at death.
[ ] Annual installments equal to 1/n of the assets on deposit in the
Trust credited to my account, where n is the number of
installments remaining to be paid. I hereby elect _____ annual
payments (not to exceed 10 years) at death.
[ ] Annual installments equal to a specified percentage of the vested
assets credited to my account under the Trust. I hereby elect
_____ annual payments (not to exceed 10 years) at death. Please
indicate the installment percentage by year in the space provided
below. NOTE: Installment percentages must be in 5% increments and
are subject to a 5% minimum percentage.
Year %
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I UNDERSTAND THAT IF I MAKE THIS ELECTION, SUCH ELECTION SUPERSEDES MY ELECTIONS
IN B AND C ABOVE IN THE EVENT OF MY DEATH.
E. DESIGNATED BENEFICIARY
I designate the following beneficiary to receive the remainder of my interest
under the Plan in the event that I should die before all amounts payable to me
under the Plan have been paid. I understand that I may change this Designated
Beneficiary at any time on written notice to Altera.
_____ Please follow the Beneficiary Election on file for the Altera
Corporation Savings and Retirement (401(k)) Plan.
OR
PRIMARY BENEFICIARY(ies):
Name_____________________Relationship____________Birth Date_________ Share_____%
Name_____________________Relationship____________Birth Date_________ Share_____%
CONTINGENT BENEFICIARY(ies):
Name_____________________Relationship____________Birth Date_________ Share_____%
Name_____________________Relationship____________Birth Date_________ Share_____%
The foregoing Election is voluntarily made by me after reviewing the terms of
the Plan and with knowledge that this Election is irrevocable until changed in
accordance with the terms of the Plan.
Agreed:
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(Participant Signature)
ALTERA CORPORATION
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(Print Name)
By
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(Social Security Number)
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(Date) (Date)
If your spouse is not named as your sole beneficiary, your spouse's consent must
be notarized below.
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(Spouse Signature) (Date)
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(Notary) (Date)
RETURN THE COMPLETED DEFERRED COMPENSATION AGREEMENT IN IT'S ENTIRETY TO
ALTERA'S BENEFITS DEPARTMENT.