{"id":39995,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/google-deferred-compensation-plan.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"google-deferred-compensation-plan","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/google-deferred-compensation-plan.html","title":{"rendered":"Google Deferred Compensation Plan"},"content":{"rendered":"

GOOGLE INC. <\/strong><\/p>\n

DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

Effective as of July 1, 2011 <\/strong><\/p>\n<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article I Definitions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article II Participation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article III Deferral Elections<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article IV Accounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article V Vesting<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article VI Distributions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article VII Administration<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/tr>\n
\n

Article VIII Miscellaneous<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– i –<\/p>\n<\/p>\n

\n

GOOGLE INC. DEFERRED COMPENSATION PLAN <\/strong><\/p>\n

(Effective as of July 1, 2011) <\/strong><\/p>\n

The Google Inc. Deferred Compensation Plan, adopted by Google Inc., effective
\nas of July 1, 2011.<\/p>\n

RECITALS <\/strong><\/p>\n

1. The Company established the Plan for the purpose of providing short term
\ndeferral opportunity for employees on its U.S. payroll.<\/p>\n

2. Under the Plan, the Company is obligated to pay vested accrued benefits to
\nthe Plan participants and their beneficiaries.<\/p>\n

3. Benefits under the Plan shall be payable solely from the general assets of
\nthe Company; no trust or other funding mechanism will be established.<\/p>\n

4. The Company intends that the amounts deferred by Participants and any
\nnotional earnings thereon, at all times be subject to the claims of the general
\ncreditors of the Company.<\/p>\n

5. The Company intends that the Plan shall not be construed to provide income
\nto Plan Participants under the Plan prior to actual payment of the accrued
\nbenefits under the Plan.<\/p>\n

6. Under the terms of the Plan, the Company has established a committee that
\nadministers the Plan which is authorized to administer the Plan as set forth
\nherein.<\/p>\n

NOW THEREFORE, the Company hereby establishes the Plan as follows, effective
\nas of July 1, 2011, as hereinafter set forth.<\/p>\n

ARTICLE I <\/strong><\/p>\n

DEFINITIONS <\/strong><\/p>\n

1.1 Definitions<\/u>.<\/p>\n

Whenever the following words and phrases are used in this Plan, with the
\nfirst letter capitalized, they shall have the meanings specified below:<\/p>\n

“Account” means, for each Participant, the bookkeeping account maintained by
\nthe Committee that is credited with amounts equal to the portion of the
\nParticipant153s Compensation that he or she elects to defer, and adjustments to
\nreflect deemed earnings and losses pursuant to Section 4.1(b).<\/p>\n

“Beneficiary” means the beneficiary last designated (or deemed designated) by
\na Participant in accordance with procedures established by the Committee from
\ntime to time to receive the benefits specified hereunder in the event of the
\nParticipant153s death. If, at the time of the Participant153s death, the Participant
\nhas no properly designated Beneficiary, then the Beneficiary shall be deemed to
\nhave been designated as Beneficiaries by the Participant in the following order
\nof precedence: (i) the surviving spouse, if then living; (ii) his or her
\nchild(ren) in equal shares, if then living; (iii) his or her parents in<\/p>\n<\/p>\n

– 1 –<\/p>\n<\/p>\n

\n

equal shares, if then living; (iv) his or her siblings, in equal shares, if
\nthen living; (v) his or her estate. If a Beneficiary who is entitled to payment
\ndies before receiving distribution of the amount to which he or she is entitled,
\nthen the amount shall be payable to the representative of the Beneficiary153s
\nestate.<\/p>\n

“Board of Directors” or “Board” means the Board of Directors of Google Inc.\n<\/p>\n

“Bonus” means any cash payments made at the discretion of the Company to an
\nEmployee, while the Employee is an active Employee, as remuneration under a
\ndesignated Company bonus plan(s), other then under a Quarterly Sales Bonus plan
\nor program, and that is paid through the Company153s United States payroll. Bonus
\nfor purposes of the Plan shall be determined without regard to any reduction
\n(i) for any salary deferral contributions to a plan described in Section 125,
\nSection 132(f) or Section 401(k) of the Code or (ii) pursuant to any deferral
\nelection in accordance with Article III of the Plan.<\/p>\n

“Change in Control” means a change in the ownership, or effective control, of
\na corporation, or in the ownership of a substantial portion of the assets of a
\ncorporation, within the meaning of Treasury Regulation Section 1.409A-3(i)(5) or
\nother guidance issued by the Secretary of the Treasury or Internal Revenue
\nService pursuant to Section 885(e) of the American Jobs Creation Act of 2004.\n<\/p>\n

“Code” means the Internal Revenue Code of 1986, as amended. Reference to a
\nsection of the Code includes such section and any comparable section or sections
\nof any future legislation that amends, supplements or supersedes such section.\n<\/p>\n

“Committee” means the Committee that administers the Plan in accordance with
\nArticle VII.<\/p>\n

“Company” means Google Inc. (“Google”), any successor corporation of Google,
\nor any wholly owned subsidiaries or controlled group members of Google, as
\ndefined in Section 414(b), (c) or (m) of the Code, which is designated as a
\nparticipating company by the Committee.<\/p>\n

“Compensation” means Bonus and\/or Quarterly Sales Bonus payments.<\/p>\n

“Eligible Employee” means an Employee whom the Company contemporaneously
\nregards, classifies or treats as a U.S. domestic regular employee scheduled to
\nwork twenty (20) or more hours per week for at least five (5) months in any
\ncalendar year. An Eligible Employee does not include any individuals who the
\nCompany contemporaneously regards, classifies or treats as (i) leased employees
\n(whether or not within the meaning of Section 414(n) of the Code), staffing,
\npayroll or temporary agency employees, independent contractors, or consultants,
\neven if such persons are later determined by a court, regulatory body or
\nadministrative agency to be or have been common law employees of the Company;
\n(ii) interns; or (iii) variable part-time employees. An Eligible Employee must
\nbe deemed as actively employed by the Committee on such date as the Committee
\nshall specify, which date shall be no later then the first day of the Open
\nEnrollment Period. The Committee may exclude an otherwise Eligible Employee from
\nparticipation in the Plan as it deems advisable in its sole and absolute
\ndiscretion.<\/p>\n

“Employee” means a common law employee of the Company who is regularly
\nperforming services in the United States or is on the Company153s United States
\npayroll.<\/p>\n

“Investment Return” means, for each Notional Investment Fund, an amount equal
\nto the rate of gain or loss on the assets of such Notional Investment Fund (net
\nof applicable fund and investment charges) as of each Valuation Date.<\/p>\n

“Notional Investment Fund(s)” means the investment fund or funds selected by
\nthe Committee for hypothetical investment.<\/p>\n<\/p>\n

– 2 –<\/p>\n<\/p>\n

\n

“Open Enrollment Period” means the annual period established by the Committee
\nduring which Eligible Employees may elect to enroll in the Plan or to change
\nelections relating to the rate at which they wish to defer Compensation under
\nthe Plan. Solely with respect to the establishment of the Plan and the first
\nshort Plan Year, the Open Enrollment period means the period established by the
\nCommittee during which Eligible Employees may elect to initially enroll in the
\nPlan, which period shall end no later then June 30, 2011.<\/p>\n

“Participant” means any Eligible Employee who elects to defer Compensation in
\naccordance with Section 3.1.<\/p>\n

“Payment Date” means the first full calendar quarter coinciding with or
\nbeginning after the earliest of (i) the Scheduled Withdrawal specified by the
\nParticipant pursuant to Section 6.1, (ii) the date that is six (6) months
\nfollowing his or her Separation from Service, or (iii) the date of his or her
\ndeath.<\/p>\n

“Plan” means the Google Inc. Deferred Compensation Plan set forth herein, now
\nin effect, or as amended from time to time.<\/p>\n

“Plan Year” means the calendar year. Notwithstanding the foregoing, the first
\nPlan Year shall be a short Plan Year, commencing July 1, 2011 and ending
\nDecember 31, 2011.<\/p>\n

“Quarterly Sales Bonus” means any compensation that is actually awarded by
\nthe Company at its discretion to an Employee, while the Employee is an active
\nEmployee, as remuneration under a Company designated sales commission or bonus
\nplan or program and that is paid through the Company153s United States payroll.
\nQuarterly Sales Bonus(es) for purposes of the Plan shall be determined without
\nregard to any reduction (i) for any salary deferral contributions to a plan
\ndescribed in Section 125, Section 132(f) or Section 401(k) of the Code or
\n(ii) pursuant to any deferral election in accordance with Article III of the
\nPlan.<\/p>\n

“Separation from Service” means a separation from service within the meaning
\nof Treasury Regulation Section 1.409A-1(h) or other guidance issued by the
\nSecretary of the Treasury or Internal Revenue Service pursuant to Section 885(e)
\nof the American Jobs Creation Act of 2004, except that a Participant153s death
\nshall not be considered a Separation from Service under this Plan.<\/p>\n

“Treasury Regulations” means regulations issued by the United States
\nSecretary of the Treasury.<\/p>\n

“Valuation Date” means the last day of each Plan Year or such other dates as
\nspecified by the Committee.<\/p>\n

ARTICLE II <\/strong><\/p>\n

PARTICIPATION <\/strong><\/p>\n

2.1 Participation<\/u>.<\/p>\n

An Eligible Employee shall become a Participant in the Plan by electing to
\ndefer a portion of his or her Compensation in accordance with Section 3.1.<\/p>\n<\/p>\n

– 3 –<\/p>\n<\/p>\n

\n

ARTICLE III <\/strong><\/p>\n

DEFERRAL ELECTIONS <\/strong><\/p>\n

3.1 Elections to Defer Compensation<\/u>.<\/p>\n

(a) General Rule<\/u>. Each Eligible Employee may elect to defer
\nCompensation by filing an election with the Committee that conforms to the
\nrequirements of this Section 3.1.<\/p>\n

(b) Amount of Deferrals<\/u>. The amount of Compensation that an Eligible
\nEmployee may elect to defer is as follows:<\/p>\n

(1) Any whole-number percentage of Bonus up to one hundred percent (100%);
\nand\/or<\/p>\n

(2) Any whole-number percentage of Quarterly Sales Bonus up to one hundred
\npercent (100%),<\/p>\n

provided, however, that no election shall be effective to reduce Compensation
\npaid to an Eligible Employee for a calendar year to an amount that is less than
\nthe amount necessary to pay (i) applicable employment taxes payable with respect
\nto amounts deferred hereunder, (ii) amounts necessary to satisfy any other
\nbenefit plan deferral elections or withholding obligations, (iii) any resulting
\nincome taxes required to be withheld with respect to Compensation that cannot be
\nso deferred, and (iv) any amounts necessary to satisfy any wage garnishment or
\nsimilar type of obligations.<\/p>\n

(c) Election to Defer Bonus<\/u>. An Eligible Employee may elect to defer
\nBonus for any performance periods that begin during any Plan Year by filing an
\nelection, on a form provided by the Committee, to defer Bonus. Such an election
\nmust be filed during the Open Enrollment Period that precedes the Plan Year
\nduring which the relevant performance periods begin. Any such election shall
\nbecome irrevocable on the December 15 preceding the Plan Year to which the
\ndeferral election relates. Notwithstanding the foregoing, solely with respect to
\nthe establishment of the Plan and its first short Plan Year (July 1, 2011 –
\nDecember 31, 2011) an Eligible Employee may elect to defer Bonus on a pro rata
\nbasis in accordance with Treasury Regulation Section 1.409A-2(a)(7) by filing an
\nelection, on a form provided by the Committee, to defer such Bonus. Such an
\nelection must be filed during the initial Open Enrollment Period, established by
\nthe Committee which shall end no later then June 30, 2011. An election under
\nthis subsection shall not be effective for any Plan Year (or initial short Plan
\nYear) for which the Participant is not an Eligible Employee as of the beginning
\nof such Plan Year (or initial short Plan Year).<\/p>\n

(d) Election to Defer Quarterly Sales Bonus<\/u>. An Eligible Employee may
\nelect to defer Quarterly Sales Bonus for performance periods that begin during
\nany Plan Year by filing an election, on a form provided by the Committee, to
\ndefer such Quarterly Sales Bonus. Such an election must be filed during the Open
\nEnrollment Period that precedes the Plan Year during which the relevant
\nperformance periods begin. Any such election shall become irrevocable on the
\nDecember 15 preceding the Plan Year to which the deferral election relates.
\nNotwithstanding the foregoing, solely with respect to the establishment of the
\nPlan and its first short Plan Year (July 1, 2011 – December 31, 2011) an
\nEligible Employee may elect to defer Quarterly Sales Bonus earned during the
\ninitial short Plan Year by filing an election, on a form provided by the
\nCommittee, to defer such Quarterly Sales Bonus. Such an election must be filed
\nduring the initial Open Enrollment Period, established by the Committee which
\nshall end no later then June 30, 2011. An election under this subsection shall
\nnot be effective for any Plan Year (or initial short Plan Year) for which the
\nParticipant is not an Eligible Employee as of the beginning of such Plan Year
\n(or initial short Plan Year).<\/p>\n<\/p>\n

– 4 –<\/p>\n<\/p>\n

\n

ARTICLE IV <\/strong><\/p>\n

ACCOUNTS <\/strong><\/p>\n

4.1 Participant Accounts<\/u>.<\/p>\n

The Committee shall establish and maintain an Account for each Participant
\nunder the Plan. A Participant153s Account shall be credited as follows:<\/p>\n

(a) As of the date on which payment of a Bonus or Quarterly Sales Bonus
\npayment would have been made, or as soon as administratively practicable
\nthereafter, the Committee shall credit the Participant153s Account with an amount
\nequal to Bonus or Quarterly Sales Bonus deferred by the Participant in
\naccordance with the Participant153s election.<\/p>\n

(b) As of each Valuation Date, the Participant153s Account shall be adjusted
\nfor gains or losses based on the Investment Return.<\/p>\n

ARTICLE V <\/strong><\/p>\n

VESTING <\/strong><\/p>\n

5.1 Compensation Deferrals<\/u>.<\/p>\n

A Participant153s Account attributable to Compensation deferred by a
\nParticipant pursuant to the terms of this Plan, together with any amounts
\ncredited to the Participant153s Account under Section 4.1(b) with respect to such
\ndeferrals, shall be one hundred percent (100%) vested at all times.<\/p>\n

ARTICLE VI <\/strong><\/p>\n

DISTRIBUTIONS <\/strong><\/p>\n

6.1 Scheduled Withdrawals<\/u>.<\/p>\n

(a) Scheduled Withdrawals<\/u>. A Participant must, in connection with his
\nor her Compensation deferral election for a Plan Year, specify a withdrawal date
\n(a “Scheduled Withdrawal”) of all of his or her Account attributable to
\nCompensation deferred for such Plan Year, including any amounts credited with
\nrespect to such deferrals pursuant to Section 4.1(b), subject to the following
\nrestrictions:<\/p>\n

(1) An election of a Scheduled Withdrawal made during any Open Enrollment
\nPeriod must specify a payment date that is either three (3) years, four
\n(4) years or five (5) years following the end of the Plan Year in which ends the
\nlast Bonus performance period and\/or Quarterly Sales Bonus period to which a
\ndeferral election made during such Open Enrollment Period would apply. The
\nelection to take a Scheduled Withdrawal shall be made by completing a form
\napproved by and filed with the Committee.<\/p>\n<\/p>\n

– 5 –<\/p>\n<\/p>\n

\n

(2) The amount payable to a Participant as of any payment date specified in
\nconnection with an election of a Scheduled Withdrawal shall in all cases be one
\nhundred percent (100%) of the Compensation deferred for the Plan Year with
\nrespect to which the election of the specific payment date applies, as adjusted
\nfor earnings and losses pursuant to Section 4.1(b), determined as of the most
\nrecent Valuation Date as is administratively feasible preceding the Scheduled
\nWithdrawal date.<\/p>\n

(3) Payment of a Scheduled Withdrawal shall be made in a single lump sum on
\nthe Payment Date.<\/p>\n

6.2 Distribution of Amounts Upon Separation from Service<\/u>.<\/p>\n

In the event that a Participant has a Separation from Service prior to the
\npayment of a Scheduled Withdrawal, the portion of the Participant153s Account that
\nhas not yet been paid pursuant to any election to receive a Scheduled Withdrawal
\nin accordance with Section 6.1 shall be paid to the Participant in a single lump
\nsum on the Payment Date following the Participant153s Separation from Service.\n<\/p>\n

6.3 Distributions Upon Death of Participant<\/u>.<\/p>\n

If the Participant dies prior to receiving the entire portion of his or her
\nAccount, such portion remaining at the time of the Participant153s death shall be
\npaid to his or her Beneficiary in a single lump sum on the Payment Date
\nfollowing the Participant153s death.<\/p>\n

6.4 Distribution Upon Change in Control<\/u>.<\/p>\n

(a) Notwithstanding any other Plan provision, the entire vested portion of a
\nParticipant153s Account shall be paid to the Participant upon a Change of Control,
\nin the form of a single lump sum.<\/p>\n

6.5 Reduction of Account Balance; Continued Crediting of Earnings<\/u>.\n<\/p>\n

At the time of any distribution or withdrawal under this Plan, the
\nParticipant153s Account shall be reduced by the amount of the distribution or
\nwithdrawal. Except as provided in Section 6.9, a Participant153s Account (as may
\nbe so reduced) shall continue to be credited with earnings or debited for losses
\npursuant to Section 4.1(b) until all vested amounts credited to the Account have
\nbeen distributed or withdrawn.<\/p>\n

6.6 Timing of Distributions<\/u>.<\/p>\n

Subject to Section 6.8, any distribution or withdrawal to be made on a
\nspecified date under this Plan (including, for the avoidance of doubt, a Payment
\nDate) may be made as soon as administratively feasible after that date;
\nprovided, however, that actual distribution or withdrawal shall in any event be
\nmade by the later of (i) the last day of the calendar year of the specified date
\nor (ii) the fifteenth day of the third calendar month following the specified
\ndate, provided that the Participant may not directly or indirectly designate the
\ncalendar year in which actual distribution or withdrawal is to be made.<\/p>\n

6.7 Distributions in Cash<\/u>.<\/p>\n

All distributions and withdrawals shall be made in cash.<\/p>\n

6.8 Delay Due to Effect of Deduction Limitation<\/u>.<\/p>\n

If the Company reasonably anticipates that its deduction with respect to any
\namounts to be paid to a Participant under this Plan for a taxable year of the
\nCompany would not be permitted due to the application of Section 162(m) of the
\nCode, then all such amounts whose deduction would be barred by<\/p>\n<\/p>\n

– 6 –<\/p>\n<\/p>\n

\n

Section 162(m) shall instead be paid to the Participant or his or her
\nBeneficiary (in the event of the Participant153s death) (i) in the case of a
\nScheduled Withdrawal, during the first taxable year of the Company in which the
\nCompany reasonably anticipates that the deduction with respect to such payment
\nwill not be barred by Section 162(m), or (ii) in the case of a payment triggered
\nby the Participant153s Separation from Service, during the first full calendar
\nquarter beginning at least six (6) months after the date of the Participant153s
\nSeparation from Service Any amount for which payment is delayed pursuant to this
\nSubsection shall continue to be adjusted for earnings and losses in accordance
\nwith Section 4.1(b).<\/p>\n

6.9 Inability to Locate Participant<\/u>.<\/p>\n

In the event that the Committee is unable to locate a Participant or
\nBeneficiary within two (2) years following the date a payment is scheduled to be
\nmade, the amounts then credited to the Participant153s Account shall be forfeited.
\nIf, after such forfeiture but within five (5) years following the date the
\npayment was scheduled to be made, the Participant or Beneficiary claims such
\nbenefit, such benefit (calculated immediately prior to the forfeiture) shall be
\nreinstated without interest or earnings. After five (5) years following the date
\nthe payment was scheduled to be made, if the Participant or Beneficiary cannot
\nbe located and\/or does not claim such benefit, such benefit shall be permanently
\nforfeited.<\/p>\n

ARTICLE VII <\/strong><\/p>\n

ADMINISTRATION <\/strong><\/p>\n

7.1 Committee<\/u>.<\/p>\n

The Committee shall serve at the pleasure of the Company153s compensation
\ncommittee and shall consist of five (5) members. The members comprising the
\nCommittee shall be selected as follows: two (2) shall be members of the
\nCompany153s human resources department, two (2) shall be members of the Company153s
\nfinance department, and one (1) shall be a member of the Company153s legal
\ndepartment, each designated by the head of his or her department. A member of
\nthe Committee may resign by delivering a written notice of resignation to the
\nother Committee members. A member will be deemed to have resigned upon his or
\nher termination of employment with the Company. Vacancies in the membership of
\nthe Committee shall be filled promptly by the head of department with the vacant
\nposition. No Committee member shall be removed during the period beginning
\none (1) month before and ending one (1) year after a Change in Control.<\/p>\n

7.2 Committee Action<\/u>.<\/p>\n

The Committee shall act at meetings by affirmative vote of a majority of its
\nmembers. Any action permitted to be taken at a meeting may be taken without a
\nmeeting if a written consent to the action is signed or electronic consent is
\nprovided by all members of the Committee and such written consent is filed with
\nthe minutes of the proceedings of the Committee. A member of the Committee shall
\nnot vote or act upon any matter that relates solely to himself or herself as a
\nParticipant. The chair (and any other member or members of the Committee
\ndesignated by the chair) may (i) without the consent of any other members of the
\nCommittee, take action on any day-to-day matter regarding the Plan, and any
\nother action or type of action as the Committee by resolution may authorize, and
\n(ii) execute any certificate or other written direction on behalf of the
\nCommittee.<\/p>\n

7.3 Powers and Duties of the Committee<\/u>.<\/p>\n

(a) The Committee, on behalf of the Participants and their Beneficiaries,
\nshall enforce the Plan in accordance with its terms, shall be charged with the
\ngeneral administration of the Plan and shall have all powers necessary to
\naccomplish its purposes, including, but not by way of limitation, the following:\n<\/p>\n

(1) To select the fund(s) to be the Notional Investment Fund(s);<\/p>\n<\/p>\n

– 7 –<\/p>\n<\/p>\n

\n

(2) To construe and interpret the terms and provisions of the Plan;<\/p>\n

(3) To determine who is an Eligible Employee and to exclude an otherwise
\nEligible Employee from participation in the Plan as the Committee deems
\nadvisable in its sole and absolute discretion;<\/p>\n

(4) To amend, modify, suspend or terminate the Plan in accordance with
\nSection 8.5;<\/p>\n

(5) To compute and certify the amount of benefits payable to Participants and
\ntheir Beneficiaries;<\/p>\n

(6) To maintain all records that may be necessary for the administration of
\nthe Plan;<\/p>\n

(7) To provide for the disclosure of all information and the filing or
\nprovision of all reports and statements to Participants, Beneficiaries or
\ngovernmental agencies as shall be required by law;<\/p>\n

(8) To make and publish such rules and procedures for the administration of
\nthe Plan as are not inconsistent with the terms hereof;<\/p>\n

(9) To appoint any agent, and to delegate to such agent such powers and
\nduties in connection with the administration of the Plan as the Committee may
\nfrom time to time prescribe;<\/p>\n

(10) To determine which entities other than Google is a Company;<\/p>\n

(11) To take all actions that it is authorized or directed to take under this
\nPlan document; and<\/p>\n

(12) To take all further actions that Committee deems advisable or necessary
\nin administration of the Plan.<\/p>\n

7.4 Construction and Interpretation<\/u>.<\/p>\n

The provisions of this Plan shall be construed, interpreted and administered
\nin a manner whereby all provisions comply with the conditions of
\nSection 409A(2),(3) and (4) of the Code and Section 885 of the American Jobs
\nCreation Act of 2004 and any regulations or other guidance issued thereunder by
\nthe United States Secretary of the Treasury or the Internal Revenue Service.
\nSubject to the preceding sentence, the Committee shall have full discretion to
\nconstrue and interpret the terms and provisions of this Plan, which
\ninterpretation or construction shall be final and binding on all parties,
\nincluding but not limited to the Company and any Participant or Beneficiary. The
\nCommittee shall administer the terms and provisions of the Plan in a uniform and
\nnondiscriminatory manner and in full accordance with any and all laws applicable
\nto the Plan.<\/p>\n<\/p>\n

– 8 –<\/p>\n<\/p>\n

\n

7.5 Information<\/u>.<\/p>\n

To enable the Committee to perform its functions, the Company shall supply
\nfull and timely information to the Committee on all matters relating to the
\nCompensation of all Participants, their death or other cause of termination, and
\nsuch other pertinent facts as the Committee may reasonably require.<\/p>\n

7.6 Compensation, Expenses and Indemnity<\/u>.<\/p>\n

(a) The members of the Committee shall serve without compensation for their
\nservices hereunder.<\/p>\n

(b) The Committee is authorized at the expense of the Company to employ such
\nlegal counsel and other agents as it may deem advisable to assist in the
\nperformance of its duties hereunder. Expenses and fees in connection with the
\nadministration of the Plan shall be paid by the Company.<\/p>\n

(c) To the extent permitted by applicable state law, the Company shall
\nindemnify and hold harmless the Committee and each member thereof, the Board and
\nany delegate of the Committee who is an employee of the Company against any and
\nall expenses, liabilities and claims, including legal fees to defend against
\nsuch liabilities and claims arising out of their discharge in good faith of
\nresponsibilities under or incident to the Plan, other than expenses and
\nliabilities arising out of willful misconduct or gross negligence. This
\nindemnity shall not preclude such further indemnities as may be available under
\ninsurance purchased by the Company or provided by the Company under any bylaw,
\nagreement or otherwise, as such indemnities are permitted under applicable law.\n<\/p>\n

7.7 Periodic Statements<\/u>.<\/p>\n

Under procedures established by the Committee, a Participant (or his or her
\nBeneficiary, in the case of a deceased Participant) shall receive a statement
\nwith respect to the Participant153s Account at least annually.<\/p>\n

7.8 Disputes<\/u>.<\/p>\n

(a) A person who believes that he or she is being denied a benefit to which
\nhe or she is entitled under the Plan (hereinafter referred to as “Claimant”) may
\nfile a written request for such benefit with the Committee, setting forth his or
\nher claim. The Committee shall review the claim and any documents or information
\nprovided by Claimant. The Committee shall provide to Claimant, within a
\nreasonable time (generally within ninety (90) days), a written response to his
\nor her claim which may approve the Claimant153s request (in whole or in part) or
\nmay deny the Claimant153s request (in whole or in part). Claimant must file a
\nclaim with the Committee and receive the Committee153s written decision prior to
\nproceeding with any action described in subsection (b) below.<\/p>\n

(b) Subject to the initial review provided for in the foregoing subsection
\n(a), all disputes, claims or controversies relating to, arising out of or in
\nconnection with this Plan shall be subject to binding arbitration administered
\nby Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to its
\nthen-current Employment Arbitration Rules & Procedures, venued in the County
\nof Santa Clara, California and before an arbitrator who is licensed to practice
\nlaw in the State of California.<\/p>\n<\/p>\n

– 9 –<\/p>\n<\/p>\n

\n

ARTICLE VIII <\/strong><\/p>\n

MISCELLANEOUS <\/strong><\/p>\n

8.1 Unsecured General Creditor<\/u>.<\/p>\n

Participants and their Beneficiaries, heirs, successors, and assigns shall
\nhave no legal or equitable rights, claims, or interests in any specific property
\nor assets of the Company. No assets of the Company shall be held in any way as
\ncollateral security for the fulfilling of the obligations of the Company under
\nthis Plan. Any and all of the Company153s assets shall be, and remain, the general
\nunpledged, unrestricted assets of the Company and shall be subject to the claims
\nof the Company153s general creditors. The Company153s obligation under the Plan
\nshall be merely that of an unfunded and unsecured promise of the Company to pay
\nmoney in the future, and the rights of the Participants and Beneficiaries shall
\nbe no greater than those of unsecured general creditors.<\/p>\n

8.2 Restriction Against Assignment<\/u>.<\/p>\n

The Committee shall direct distribution of all amounts payable hereunder only
\nto the person or persons designated by the Plan and not to any other person or
\nentity. Except as provided in Section 8.3, no part of a Participant153s Account
\nshall be liable for the debts, contracts, or engagements of any Participant, his
\nor her Beneficiary, or successors in interest, nor shall a Participant153s Account
\nbe subject to execution by levy, attachment, or garnishment or by any other
\nlegal or equitable proceeding, nor shall any such person have any right to
\nalienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any
\nbenefits or payments hereunder in any manner whatsoever. If any Participant,
\nBeneficiary or successor in interest is adjudicated bankrupt or purports to
\nanticipate, alienate, sell, transfer, assign, commute, pledge, encumber or
\ncharge any distribution or payment from the Plan, voluntarily or involuntarily,
\nthe Committee, in its sole and absolute discretion, may cancel such distribution
\nor payment (or any part thereof) to or for the benefit of such Participant,
\nBeneficiary or successor in interest in such manner as the Committee shall
\ndirect.<\/p>\n

8.3 Distribution Pursuant to a Domestic Relations Order<\/u>.<\/p>\n

The Committee shall direct distribution of all or a portion of a
\nParticipant153s Account to an individual other than a Participant or Beneficiary
\nas necessary to fulfill a domestic relations order, as defined in
\nSection 414(p)(1)(B) of the Code, but only if such order directs that
\ndistribution to such individual be made in an immediate single lump sum.<\/p>\n

8.4 Withholding<\/u>.<\/p>\n

There shall be deducted from each distribution made under the Plan or other
\ncompensation payable to the Participant or Beneficiary all taxes that are
\nrequired to be withheld by the Company in respect to such distribution. The
\nCompany shall have the right to reduce any distribution (or compensation), and
\nthe Committee shall have the right to direct reduction of any distribution, by
\nthe amount of cash sufficient to provide the amount of said taxes.<\/p>\n

8.5 Amendment, Modification, Suspension or Termination<\/u>.<\/p>\n

(a) The Committee may amend, modify, suspend or terminate the Plan in whole
\nor in part, except that no amendment, modification, suspension or termination
\nshall have any retroactive effect to reduce the value or vested percentage of
\nany amounts allocated to a Participant153s Account at the time of the amendment,
\nmodification, suspension or termination, and provided that a termination or
\nsuspension of the Plan or any Plan amendment or modification that will
\nsignificantly increase costs to the Company shall be approved by the Board; and\n<\/p>\n<\/p>\n

– 10 –<\/p>\n<\/p>\n

\n

(b) In the event that this Plan is terminated, amounts credited to a
\nParticipant153s Account (regardless of whether such amounts had become vested)
\nshall be distributed to the Participant or, in the event of his or her death,
\nhis or her Beneficiary, as follows:<\/p>\n

1. If the termination is under circumstances described in Treasury Regulation
\nSections 1.409A-3(j)(4)(ix)(A) (relating to termination upon a corporate
\ndissolution or with approval of a bankruptcy court), 1.409A-3(j)(4)(ix)(B)
\n(relating to plan termination upon a Change in Control) or 1.409A-3(j)(4)(ix)(C)
\n(relating to a termination unrelated to a downturn in financial health of a
\nservice recipient), and the conditions for accelerated distribution to the
\nParticipant (or Beneficiary) under the applicable regulation are satisfied,
\ndistribution of all such amounts shall be made at the earliest permissible time
\nor times that satisfy the applicable regulation.<\/p>\n

2. If the termination is not under circumstances described in Treasury
\nRegulation Sections 1.409A-3(j)(4)(ix)(A), 1.409A-3(j)(4)(ix)(B) or
\n1.409A-3(j)(4)(ix)(C), or the conditions for accelerated distribution to the
\nParticipant (or Beneficiary) under any such section are not met, distribution
\nshall be made at the times and in the form as provided under the Plan without
\nregard to the termination of the Plan.<\/p>\n

8.6 Governing Law<\/u>.<\/p>\n

Except for the arbitration clause in Section 7.8(b), which shall be governed
\nby the FEDERAL ARBITRATION ACT (9 U.S.C. SECTION 1, ET SEQ.), this Plan shall be
\nconstrued, governed and administered in accordance with the laws of the State of
\nCalifornia, without reference to rules of conflict of law.<\/p>\n

8.7 Receipt<\/u>.<\/p>\n

Any payment to a Participant or the Participant153s Beneficiary in accordance
\nwith the provisions of the Plan shall, to the extent thereof, be in full
\nsatisfaction of all claims against the Committee and the Company.<\/p>\n

8.8 Payments on Behalf of Persons under Incapacity<\/u>.<\/p>\n

In the event that any amount becomes payable under the Plan to a person who,
\nin the sole judgment of the Committee, is considered by reason of physical or
\nmental condition to be unable to give a valid receipt therefore, the Committee
\nmay direct that such payment be made to any person found by the Committee, in
\nits sole judgment, to have assumed the care of such person. Any payment made
\npursuant to such determination shall constitute a full release and discharge of
\nthe Committee and the Company.<\/p>\n

8.9 No Employment Rights<\/u>.<\/p>\n

Participation in this Plan shall not confer upon any person any right to be
\nemployed by, or continued as an employee of, the Company or any other right not
\nexpressly provided hereunder. The Company expressly reserves the right to
\ndischarge any of its employees at any time, with or without cause.<\/p>\n<\/p>\n

– 11 –<\/p>\n<\/p>\n

\n

8.10 Headings Not Part of Plan<\/u>.<\/p>\n

Headings and subheadings in this Plan are inserted for convenience of
\nreference only and are not to be considered in the construction of the
\nprovisions hereof.<\/p>\n

8.11 Severability<\/u>.<\/p>\n

If any provision of this Plan is held invalid or unenforceable, its
\ninvalidity or unenforceability will not affect any other provision of this Plan,
\nand the Plan will be construed and enforced as if such provision had not been
\nincluded.<\/p>\n<\/p>\n

– 12 –<\/p>\n<\/p>\n

\n

IN WITNESS WHEREOF<\/strong>, the undersigned duly authorized member
\nof the Committee has caused this Plan document to be executed on this 13th day
\nof June, 2011.<\/p>\n<\/p>\n\n\n\n\n\n
<\/td>\n<\/tr>\n
\n

\/s\/ John Casey<\/p>\n<\/td>\n<\/tr>\n

\n

John Casey, Member of the Google Inc. Deferred Compensation Plan Committee\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7664],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9542],"class_list":["post-39995","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-google-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39995","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39995"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39995"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39995"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39995"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}