Offers flexible deferrals up to 100% of annual performance bonus and/or stock options gains

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1 PLAN SUMMARY Please note that the red text indicates optional plan features which vary from company to company based on overall compensation philosophy or personal preferences.

2 Introduction The Standard Sample Corpoation Corporation Voluntary Deferred Compensation Plan (the Plan ) provides a significant tax-advantaged opportunity for you to accumulate wealth to help meet your Retirement and other future income needs. You are encouraged to review the plan with your financial advisors to determine how it can help in achieving your personal financial goals. Benefits The Sample Corporation Deferred Compensation Plan: Offers flexible deferrals up to 100% of annual performance bonus and/or stock options gains Allows pretax deferrals for executives Delivers tax deferred earnings Includes multiple investment benchmarks Enhances wealth accumulation and investment diversification You can receive attractive pretax earnings credited on your deferred compensation to assist in accumulating benefits for planned events during your working life and later, during your Retirement years. Eligibility All employees of Standard Sample Corporation ( Sample Corporation ) and its subsidiaries who are subject to income tax may be eligible to participate. The Standard Sample Corporation Deferred Compensation Plan Committee has full discretion in determining eligible employees. 2

3 Compensation Covered Upon enrollment, compensation up to a maximum of 100% of Base Salary and 100% of Incentive Compensation (after any required withholdings) may be deferred, with a minimum Deferral Amount of $2,000. Deferred Compensation Plan vs. 401(k) Plan See how the benefits of the Deferred Compensation Plan compare with your 401(k) Plan. Maximum Employee Contribution Deferred Compensation Up to 100% of Base Salary and Incentive Compensation Loans No Yes 401(k) Currently $10,000 annually Elected In-Service Distribution Company Insolvency Protection Investment Benchmarks Investment Allocation Changes Withdrawals Portability Yes No Fund One Fund Two Fund Three Fund Four Daily Voluntary in-service withdrawals are permitted with 10% penalty and participant is ineligible to defer for one year. Hardship Withdrawals for Unforeseeable Emergencies with no penalty. Cannot be rolled over into another plan and payments taxed upon distribution. No Yes Fund One Fund Two Fund Three Fund Four Daily Voluntary withdrawals permitted with 10% penalty. May rollover into another qualified plan or other IRA without current taxation. 3

4 Deferral Elections Each year, you may elect to defer Base Salary and Incentive Compensation and/or stock option gains. Each of these annual deferrals will be treated as a separate election. For each election, you select how much you wish to defer, how you wish it to be paid (lump sum payments or installments), and when you wish to receive it in the future. You will also decide how you want to allocate your elections among the investment benchmarks available to you. Allocations may be changed daily. Upon enrollment you will select a Beneficiary(ies) for your Deferral Accounts. You may change your Beneficiary(ies) at any time. Security of Deferred Compensation If you elect to defer your compensation, company assets may be transferred to an irrevocable trust or rabbi trust for investment. It is important to understand that assets in the trust are subject to general creditor claims in the event of bankruptcy or insolvency of Standard Sample Corporation. Deferral Periods In the year before the income is earned, your deferral election must normally be made on or before December 31st, unless you are a newly eligible employee. Newly eligible employees must make deferral elections during the first 30 days after becoming eligible. Each annual deferral will be treated as a separate election. 4

5 Investment Benchmarks PLAN SUMMARY Returns on your deferred compensation will be indexed to the performance of a selection of mutual funds. You may select your earnings measures which we call investment benchmarks from among these funds. You may also choose to invest in Standard Sample Corporation through company stock options (below). You may choose from these funds for your investment benchmarks: Fund One Fund Two Fund Three Fund Four Fund benchmarks are often identical to Sample Corporation s 401(k) plan investment alternatives. When you elect to defer compensation into Standard Sample Corporation nonqualified stock options, the Standard Sample Corporation Deferred Compensation Plan Committee provides you with a nonqualified stock option award under the 20XX Stock Plan. The provisions of this special nonqualified stock option grant are different from the regular annual nonqualified stock option awards in three ways: a. Vesting: The right to acquire all shares by exercise of the options occurs three years from the date of the grant. If you terminate employment prior to the three-year period, you will forfeit your stock options. b. Stock Deferral Period: The options remain in effect for the number of years you have chosen to defer compensation; more specifically, if you elect to defer for a term of three years, your option period will be four years. This is in order to provide you with one year following the vesting of the options to exercise those options. If you choose stock options, you must state your Deferral Period as a term of years (maximum ten), even if you intend to defer until Retirement. c. Number of Shares: the number of option shares granted are related to the amount of compensation deferred, multiplied by a factor set each year by the Standard Sample Corporation Deferred Compensation Plan Committee. The exercise price of all options shall be the Fair Market Value of Standard Sample Corporation Common Stock on the date of grant. 5

6 You may exercise the vested options during the term of the option in the same way as you would exercise an option under the 20XX Stock Plan. You do not have to wait until your Deferral Amount is paid out to exercise your vested options. At the end of the Deferral Period, the underlying amount of deferred compensation will be returned to you without interest, regardless of whether the stock option has resulted in a gain, and whether or not you exercised the options. Forms and Timing of Payment For each separate election deferred, you can elect to receive payment in a lump sum distribution, or in substantially equal annual installments over 5, 10, or 15 years. In the event of termination of employment prior to Retirement, death, Disability, or Change of Control of Standard Sample Corporation, a lump sum payment will be made. Retirement You can elect to receive distribution of your Deferral Account at Retirement. Normally this distribution will be paid out in annual installments over 5, 10, or 15 years, unless you elect otherwise in the tax year before your Retirement begins. If you are already receiving payments based upon an election at the time you retire, those payments will continue as scheduled. Fixed Date Option You can elect to receive distribution of your Deferral Account starting in a specific future year of your choice before your anticipated Retirement, but no later than the year in which you reach age 65. For example, if you know you will need income in ten years when a child enters college, you might decide to have it paid beginning in the freshman year of your child s education in approximately four annual installments. If you deferred $10,000, you would receive four annual installments of $2,500 plus or minus investment gains or losses. Hardship Withdrawals Hardship Withdrawals for Unforseen Emergencies are permitted without any penalty. Voluntary inservice withdrawals are permitted with a 10% penalty, and you will be ineligible to participate in the Plan for one year. 6

7 Deferral of Stock Option Gains Eligible employees may also elect to defer the gain realized from the exercise of the Standard Sample Corporation s Nonqualified Stock Option Plan. This deferral choice may be elected whether or not you choose to defer any portion of your annual Eligible Compensation. The option exercise must be completed using a stock swap of previously owned shares. The resulting gain or profit shares will be credited to your Deferral Account in the form of company phantom share units. The gain shares will be distributed to you at the end of the Deferral Period as actual shares of company stock. A stock option gain agreement must be filed during the calendar year prior to the stock option exercise, and at least six months in advance of the exercise. You will elect the number of options to be exercised, the Deferral Period and the distribution dates when you wish to receive the gain shares. If you choose to defer stock option gains in this manner, the actual gain shares will be delivered to the rabbi trust or other such entity as may be designated by the Standard Sample Corporation Deferred Compensation Plan Committee for safekeeping of such shares. Summary of the Program This is a non-qualified deferred compensation arrangement. This plan is not covered by ERISA rules like qualified plans. Sample Corporation has simply developed a plan for you to defer income for an intended cash accumulation fund paid to you at a later date. To be able to defer this income, Sample Corporation must put some stipulations on the payment of this money to you. Therefore, there must be a risk associated with holding the income for future payout. During the period of tax deferral, Sample Corporation receives no tax advantages as it would with a qualified plan. The tax advantage is solely to the participant, relating to the deferral of income. To provide comfort to you, the plan is administered under a Trust Agreement. 7