This template is a nonqualified deferred compensation plan designed to be a top hat retirement plan for purposes of the Employee Retirement Income Security Act (ERISA). This template includes practical guidance, drafting notes, and alternate clauses. This template is designed to comply with the requirements of Internal Revenue Code Section 409A for nonqualified deferred compensation arrangements and to qualify as an ERISA top hat plan. Compliance with the complex rules of Section 409A is a primary consideration for nonqualified deferred compensation plans as the adverse tax consequences for the participant due to a plan document or operational violations can be severe, including a 20% additional tax on amounts deferred under the plan plus penalties for underpayment if applicable. A top hat plan is an unfunded arrangement designed to provide deferred compensation benefits to a select group of management or highly compensated employees. Top hat plans are exempt from ERISA requirements ...