<PAGE>
EXHIBIT 10(o)
[LOGO]
Scientific DEFERRED COMPENSATION PLAN FOR
Atlanta NON-EMPLOYEE DIRECTORS OF SCIENTIFIC-ATLANTA, INC.
--------------------------------------------------
As Amended and Restated, Effective August 16, 2000
ARTICLE I - INTRODUCTION
------------------------
1.1 Name of the Plan
----------------
This Plan shall be known as the Deferred Compensation Plan for Non-Employee
Directors of Scientific-Atlanta, Inc. ("the Company").
1.2 Purpose of Plan
---------------
The purpose of the Plan is to provide non-employee directors of the Company
the opportunity to defer receipt of cash compensation and compensation in the
form of stock payable to them for services to the Company as directors.
1.3 Restatement of Plan
-------------------
This document amends and restates the Plan effective as of August 16, 2000.
All deferral elections made before or after August 16, 2000, shall be governed
by the terms of the Plan as amended and restated herein.
ARTICLE II - DEFINITIONS
------------------------
For purposes of this Plan the following words and phrases shall have the
meanings and applications set forth below:
2.1 Annual Retainer
---------------
The amount paid each year, in quarterly payments, to non-employee members
of the Board of Directors of the Company.
2.2 Award Sub-Account
-----------------
The sub-account described in Section 5.4 of this Plan.
1
<PAGE>
2.3 Awards
------
The right to receive shares of Scientific-Atlanta Common Stock, granted
under a Stock Award, an Elective Grant, a Retirement Award, or a Lump Sum
Distribution made pursuant to the Stock Plan for Non-Employee Directors, as such
terms are defined in that plan.
2.4 Beneficiary
-----------
A person or entity designated in accordance with the terms and conditions
of this Plan to receive benefits upon the death of a Participant.
2.5 Committee Chair Retainer
------------------------
The amount paid each year, in quarterly payments to a non-employee director
who chairs a standing or special committee of the Board of Directors.
2.6 Compensation
------------
The total of a Participant's Annual Retainer, Meeting Fees, and Committee
Chair Retainer payments paid to the Participant, by the Company during a Plan
Year.
2.7 Conversion Date
---------------
August 16, 2000.
2.8 Deferral Election
-----------------
Each election made by a Participant to defer a portion of his or her
Compensation and/or Awards by executing and submitting an Election Form.
2.9 Deferral Period
---------------
The period commencing on the date that an Election Form becomes effective
for a Deferral Election and continuing until the Deferred Benefit Commencement
Date.
2.10 Deferred Benefit Account
------------------------
An account maintained pursuant to and in accordance with the terms and
conditions set forth in Article V hereof by or on behalf of the Company for each
Deferral Election made by a Participant under this Plan.
2
<PAGE>
2.11 Deferred Benefit Commencement Date
----------------------------------
The date designated by a Participant with respect to each Deferral
Election entered on an Election Form as the date on which the payment of the
Deferred Benefits that accumulate as a result of each respective election is to
begin.
2.12 Deferred Benefits
-----------------
The amounts (and number of shares of Scientific-Atlanta Common Stock, if
applicable) payable to a Participant or to his or her Beneficiary or estate
beginning on the Deferred Benefit Commencement Date under this Plan.
2.13 Determination Date
------------------
The last day of each Plan Year.
2.14 Election Amount
---------------
The amount of Compensation (and right to a certain number of shares of
Scientific-Atlanta Common Stock under an Award, if applicable) to be deferred
pursuant to a single Deferral Election.
2.15 Election Form
-------------
The form completed by a Participant in order to make one or more Deferral
Elections for the next Plan Year, as the same may be amended or revised as
herein permitted.
2.16 Interest Sub-Account
--------------------
The sub-account described in Section 5.2 of this Plan.
2.17 Meeting Fees
------------
The amounts paid to a non-employee member of the Board of Directors of the
Company for each meeting of the Board and each meeting of a standing or special
committee he or she attends.
2.18 Participant
-----------
A non-employee member of the Board of Directors of the Company who elects
to participate in this Plan.
2.19 Phantom Stock
-------------
The hypothetical shares of Scientific-Atlanta Common Stock credited to the
Phantom Stock Sub-Account prior to the Conversion Date.
3
<PAGE>
2.20 Phantom Stock Sub-Account
-------------------------
Prior to the Conversion Date, the sub-account into which Compensation
could be deferred and converted into values based upon hypothetical shares of
Scientific-Atlanta Common Stock.
2.21 Plan
----
This Deferred Compensation Plan for Non-Employee Directors of Scientific-
Atlanta, Inc., as amended from time to time.
2.22 Plan Committee
--------------
The Human Resources and Compensation Committee of the Board of Directors
of the Company.
2.23 Plan Interest Rate
------------------
An annual rate of interest equal to the average of Moody's Long Term
Industrial Bond Rate for the ninety (90) day period ending on the March 1st
preceding the commencement of each Plan Year (rounded to the next highest one-
half (1/2) percentage point), plus 1%, which shall be credited to a
Participant's Deferred Benefit Accounts during such Plan Year.
2.24 Plan Year
---------
The period beginning on the first day of July of each calendar year and
ending on and including the last day of June of the next calendar year.
2.25 Retirement
----------
The discontinuation of service on the Board of Directors by a Participant
who is fifty-five years of age or older with at least three years of Board
service.
2.26 Scientific-Atlanta Common Stock
-------------------------------
The $.50 par value per share common stock of the Company.
2.27 Service Termination Date
------------------------
The last day of the month immediately preceding the date of a
Participant's Retirement, termination of service, determination of Total
Disability, or death, whichever is applicable.
2.28 Split-Dollar Insurance Sub-Account
----------------------------------
The sub-account described in Section 5.5 of this Plan.
4
<PAGE>
2.29 Stock Sub-Account
-----------------
The sub-account described in Section 5.3 of this Plan.
2.30 Total Disability
----------------
A physical or mental condition which is expected to be totally and
permanently disabling as determined in accordance with the terms and conditions
of the long-term disability plan currently or most recently maintained by the
Company for the benefit of its employees who are totally disabled.
ARTICLE III - ELIGIBILITY AND PARTICIPATION
-------------------------------------------
3.1 Eligibility
-----------
Directors who are not employees of the Company and who are actively
serving on the Board of Directors of the Company shall be eligible to
participate in this Plan.
3.2 Participation
-------------
The Plan Committee shall notify in writing each director who becomes
eligible to participate in this Plan of his or her eligibility. Eligible
directors may participate in this Plan by completing an Election Form on or
before the end of the quarter immediately preceding the quarter in which he or
she wants to begin deferring Compensation or Awards. If timely received, such
election to participate shall be effective on the first day of the succeeding
quarter.
ARTICLE IV - COMPENSATION DEFERRAL
----------------------------------
4.1 Deferral Election
-----------------
(a) A Participant shall effect a Deferral Election by executing and
submitting to the Plan Committee an Election Form. Subsequently, the
Company shall defer Election Amounts deferred from the Participant's
Compensation and Awards at the time Compensation would have been paid or
at the time the right to receive shares of Scientific-Atlanta Common Stock
was granted, as applicable.
(b) Each Election Amount shall be deferred for the Deferral Period
specified with respect to the particular Deferral Election in the Election
Form, provided, however, that the Participants shall not be entitled to
defer Retirement Awards or Lump Sum Distributions (as such terms are
defined in the Stock Plan for Non-Employee Directors) for Deferral Periods
that are shorter than the minimum Deferral Periods for such Awards that
are set forth in the Stock Plan for Non-Employee Directors.
5
<PAGE>
(c) All Deferral Elections shall apply solely to Compensation and/or
Awards which will be paid (or granted) to a Participant beginning with the
first day of the calendar quarter commencing subsequent to the calendar
quarter in which the Deferral Election is received; provided, however, the
-------- -------
Participant must submit the Election Form at least thirty (30) days prior
to the quarter in which the Participant desires to commence a deferral.
Any Deferral Election will apply only to Compensation and/or Awards paid
(or granted) during the Plan Year in which the election becomes effective.
A Participant may revise or change any election contained in any Election
Form, other than the Election Amount, by submitting to the Plan Committee a
request for such a revision or change and obtaining the Plan Committee's
approval of such revision or change at least ninety (90) days prior to the
effective date of such revision or change.
4.2 Election Amounts
----------------
Each Election Amount specified by a Participant on an Election Form with
respect to any Plan Year shall state in percentages the amount (and, to the
extent applicable, the right to receive a specific number of shares of
Scientific-Atlanta Common Stock), if any, which the Participant wishes to defer.
An election to defer Compensation must equal a minimum of five percent up to a
maximum of one hundred percent, in increments of five percentage points, of the
Compensation which the Participant may be paid during the Plan Year. As to
Awards, the election must be in whole shares, with no right to receive
fractional shares being deferred.
4.3 Investment Election
-------------------
(a) A Participant shall specify in his or her Deferral Election the
percentage of the Election Amount to be credited to an Interest Sub-
Account, a Stock Sub-Account or a Split-Dollar Insurance Sub-Account, and
the number of shares from Awards to be credited to an Award Sub-Account.
(b) Compensation may be credited into an Interest Sub-Account, a Stock
Sub-Account or a Split-Dollar Insurance Sub-Account, but Awards may only be
credited into an Award Sub-Account.
4.4 Deferral Period
---------------
With the exception of any amounts deposited into a Split-Dollar Insurance
Sub-Account, a Participant shall irrevocably specify in his or her Deferral
Election a Deferred Benefit Commencement Date for all of the Election Amount to
be deferred pursuant to such Deferral Election, which date shall be (i) a set
date which is no earlier than July 1 of the calendar year following the end of
the Plan Year in which the Election Amount is deferred; (ii) the Participant's
Retirement; or (iii) a date which is either the fifth or the tenth anniversary
following the date of the Participant's Retirement. In the case of Awards which
have minimum Deferral Periods that are required under the terms of the Stock
Plan for Non-Employee Directors, the above limitations shall apply, and the
Participant shall also be required to elect a Deferral Period that complies with
the minimum Deferral Periods required under the Stock Plan for Non-Employee
Directors.
6
<PAGE>
4.5 Deferred Benefit Commencement Date; Manner of Payment and Issuance
------------------------------------------------------------------
Except as otherwise provided in Article VI hereof, the Election Amounts
that accumulate in a Deferred Benefit Account as a result of a Participant's
making a Deferral Election will be paid (or issued, as applicable) by the
Company to the Participant in the manner and commencing on the Deferred Benefit
Commencement Date designated with respect to the Deferral Election in an
Election Form.
(a) Manner of Cash Payments: Except as otherwise provided in Article VI
-----------------------
hereof, the Participant may elect to receive payment of the Deferred
Benefits held in the form of cash, which Deferred Benefits are held in an
Interest Sub-Account, pursuant to one of the following methods:
(1) Annual, semi-annual or quarterly installments payable over a
five, ten or fifteen year period, and commencing on the respective
Deferred Benefit Commencement Date; or
(2) A single lump sum payment of the entire balance of the respective
Deferred Benefit Account, determined as of and payable on the Deferred
Benefit Commencement Date.
(b) Manner of Issuance of Shares: Except as otherwise provided in Article
----------------------------
VI hereof, the Participant may elect to receive issuance of the Deferred
Benefits held in the form of shares of Scientific-Atlanta Common Stock held
in a Stock Sub-Account or an Award Sub-Account, pursuant to one of the
following methods:
(1) Annual, semi-annual or quarterly issuance of shares of
Scientific-Atlanta Common Stock from an Award Sub-Account or a Stock
Sub-Account over a five, ten or fifteen year period, and commencing on
the respective Deferred Benefit Commencement Date; provided, however,
-------- -------
that no fractional shares of Scientific-Atlanta Common Stock will be
issued; or
(2) A single issuance of all shares subject to the specific Award
Sub-Account or Stock Sub-Account, determined as of and payable on the
Deferred Benefit Commencement Date.
(c) Stock. The shares of Scientific-Atlanta Common Stock issued under the
-----
Stock Sub-Account of this Plan may be authorized, but previously unissued,
shares or previously issued shares reacquired by the Company. The
aggregate number of shares which may be issued under the Stock Sub-Account
of this Plan shall not exceed 750,000 shares.
(d) Change in Payment or Issuance Method. A Participant may change the
------------------------------------
method of payment (or method of issuance of shares) selected, which method
was selected pursuant
7
<PAGE>
to the terms of subsection (a) or subsection (b) above, as applicable, with
respect to a Deferral Election by submitting a request in writing to the
Plan Committee. Prior to a change in the method of payment or a change in
the method of issuance of shares becoming effective, the Plan Committee
must approve such change. Participants may not move Deferred Benefits from
one sub-account to another sub-account, except that Participants may move
Deferred Benefits from an Interest Sub-Account to a Split-Dollar Insurance
Sub-Account by notifying the Plan Committee in writing and designating in
such notification the date upon which such Deferred Benefits are to be
moved.
4.6 Designation of Beneficiaries
----------------------------
A Participant shall designate a Beneficiary with respect to each Deferral
Election and may change the Beneficiary designation with respect to any Deferral
Election at any time by submitting to the Plan Committee a revised Beneficiary
designation in writing reflecting the change.
ARTICLE V - DEFERRED BENEFIT ACCOUNTS
-------------------------------------
5.1 Deferred Benefit Accounts
-------------------------
The Company shall cause to be established and maintained for each
Participant a separate Deferred Benefit Account, and within each such Deferred
Benefit Account an Interest Sub-Account, a Stock Sub-Account, an Award Sub-
Account and Split-Dollar Insurance Sub-Account with respect to each Deferral
Election. The Company shall credit the Election Amount deferred pursuant to
each such election to the Participant's appropriate Deferred Benefit Account,
and to the Interest Sub-Account, the Stock Sub-Account, the Award Sub-Account
and the Split-Dollar Insurance Sub-Account as specified in the Election, as of
the date deferred from Participant's Compensation as provided in Section 4.1
hereof.
5.2 Interest Sub-Account
--------------------
Except as otherwise provided by Section 6.2(a) hereof, interest shall
accrue at the Plan Interest Rate on any amounts credited to an Interest Sub-
Account from the date on which the amount is credited until it is paid to the
Participant, and shall be credited and compounded weekly.
5.3 Stock Sub-Account
-----------------
If a Participant elects all or a portion of the Election Amount to be
credited to the Stock Sub-Account, the amount so credited shall be deemed to be
the right to receive a number of shares of Scientific-Atlanta Common Stock
determined as follows:
(a) Conversion into Scientific-Atlanta Common Stock: The amount credited
-----------------------------------------------
to the Stock Sub-Account shall be converted on the date of such credit into
the right to receive a number of shares of Scientific-Atlanta Common Stock
determined by dividing the amount credited by the average closing price of
Scientific-Atlanta Common Stock, as
8
<PAGE>
reported on the composite tape of the New York Stock Exchange, for the 20
business days immediately preceding the last day of the month prior to the
month in which such amount is credited (the "Conversion Price").
(b) Conversion of Phantom Stock: Effective as of the Conversion Date, all
---------------------------
hypothetical shares of Scientific-Atlanta Common Stock credited to a
Participant's Phantom Stock Sub-Account shall be converted into the right
to receive the same number of the shares of Scientific-Atlanta Common Stock
under the Stock Sub-Account.
(c) Fractional Shares: No fractional shares will be credited to a Stock
-----------------
Sub-Account. In lieu of fractional shares, an amount equal to the
fractional share multiplied by the Conversion Price shall be credited to
the Interest Sub-Account.
(d) Dividends: No interest will accrue on the amounts held in a Stock Sub-
---------
Account, but amounts equivalent to the cash dividends that would have been
paid if the underlying shares had been issued will be placed in an Interest
Sub-Account.
(e) No Rights as Shareholder: A Participant shall not have any rights as a
------------------------
shareholder of the Company with respect to any amounts credited to the
Stock Sub-Account or the right to receive shares of Scientific-Atlanta
Common Stock represented by such amounts until such shares are actually
issued as hereinafter provided.
5.4 Award Sub-Account
-----------------
If a Participant elects that an Award be deferred and credited to an Award
Sub-Account, such Award will remain in such Award Sub-Account until the Deferred
Benefit Commencement Date related to such Award Sub-Account occurs. No interest
will accrue on the Award in such Award Sub-Account, but Accrued Dividends will
accrue and will be placed in an Interest Sub-Account. A Participant shall not
have any rights as a shareholder of the Company while an Award is held in an
Award Sub-Account.
5.5 Split-Dollar Insurance Sub-Account
----------------------------------
Amounts credited to a Split-Dollar Insurance Sub-Account shall be used to
pay premiums on life insurance insuring the life of the Participant, or, at the
Participant's election, the lives of the Participant and his or her spouse on a
joint and survivor basis, pursuant to such policies of insurance, and with such
insurers, as the Plan Committee may determine from time to time. The Company
shall be the owner of such insurance policy or policies, and the proceeds
thereof shall be payable as provided in an Endorsement Split-Dollar Agreement to
be entered into between the Participant and the Company.
5.6 Statement of Accounts
---------------------
Within ninety (90) days after each Determination Date, the Plan Committee
shall submit to each Participant a statement in such form as the Plan Committee
shall deem desirable, setting
9
<PAGE>
forth a summary of the Deferral Elections made and the current balances of the
Deferred Benefit Accounts and related sub-accounts maintained for the
Participant as of the Determination Date.
ARTICLE VI - PAYMENT (AND ISSUANCE) OF DEFERRED BENEFITS
--------------------------------------------------------
6.1 General
-------
Except as otherwise provided herein, Deferred Benefits credited to the
Interest Sub-Account, the Stock Sub-Account or the Award Sub-Account shall be
payable (and issued, if applicable) to a Participant upon the Deferred Benefit
Commencement Date and pursuant to the manner of payment (or issuance, if
applicable) selected by the Participant on the applicable Deferral Election or
any permitted modification thereof, pursuant to Section 4.5(d) hereof. If the
Participant has elected to receive such Deferred Benefits in installments, the
amount payable in the first year of such installments shall be an amount that
will fully amortize the balance in the Participant's Deferred Benefit Account
determined as of the Deferred Benefit Commencement Date over the five, ten or
fifteen year period, based on assumed interest earnings at the Plan Interest
Rate (to the extent applicable) in effect for such first year. Thereafter, the
amount payable (or to be issued) in each succeeding year shall be adjusted to an
amount that will fully amortize the remaining balance in such Deferred Benefit
Account over the remaining years in the aforesaid five, ten, or fifteen year
installment period based on the Plan Interest Rate (to the extent applicable)
for such succeeding year. Proceeds of life insurance purchased with amounts
credited to the Split-Dollar Insurance Sub-Account shall be payable as provided
in the respective policy or policies and the applicable Endorsement Split-Dollar
Agreement.
6.2 Service Termination
-------------------
Deferred Benefits shall be paid (or issued, as appropriate) to a
Participant after his or her termination, as follows:
(a) Upon termination of service as a director prior to the Participant's
Retirement:
(1) the amounts in each of the Participant's Deferred Benefit
Accounts shall cease to earn interest (to the extent applicable) and
the balance of each Deferred Benefit Account shall be determined in
accordance with Article V hereof, and
(2) the Company shall pay (or issue, as appropriate) to the
Participant the balance of each of the Participant's Deferred Benefit
Accounts not according to the Participant's elections as specified in
his or her Election Forms but in a lump sum, to be paid within sixty
days of the termination.
(b) Upon termination of service as a director on the date of the
Participant's Retirement, the Company will pay (or issue) to such a
Participant all amounts in his or her Deferred Benefit Accounts in
accordance with Section 6.1 hereof.
10
<PAGE>
6.3 Total Disability
----------------
Deferred Benefits shall be paid (or issued, as appropriate) to a
Participant after his or her becoming Totally Disabled, as follows:
(a) Upon the determination that a Participant is Totally Disabled, no
further deferrals will be made from his or her Compensation, and the
Company shall pay (or issue, as appropriate) to the Participant all amounts
in his or her Deferred Benefit Accounts in accordance with Section 6.2
hereof unless the Participant has specified in his or her Election Form a
different manner of payment.
(b) For purposes of this Plan, once a Participant is determined to be
Totally Disabled, he or she will continue to be deemed Totally Disabled
irrespective of the Participant's ceasing to be considered Totally Disabled
for purposes of any other plan maintained by the Company.
(c) In the event that a Totally Disabled Participant recovers and resumes
service with the Board, such Totally Disabled Participant may resume
participation in this Plan at the discretion of the Plan Committee;
provided, however, that in any event the Totally Disabled Participant shall
-------- -------
continue to receive payments of Deferred Benefits that are then being paid
pursuant to the terms of this Plan.
6.4 Death
-----
Deferred Benefits shall be paid (or issued, as appropriate) after the death
of a Participant, as follows:
(a) After the death of a Participant, the Company shall pay the amounts
(or issue shares of Scientific-Atlanta Common Stock, if applicable) in each
of the Participant's Deferred Benefit Accounts to the Beneficiary
designated by the Participant with respect to each Deferral Election in
each of his or her respective Election Forms, or, if the Participant fails
to so designate a Beneficiary, to his or her estate.
(b) If the Participant dies prior to Retirement, the Company shall pay to
each respective Beneficiary or to the Participant's estate, as the case may
be, the amounts in each of the Participant's respective Deferred Benefit
Accounts (or issue the shares held in the Stock Sub-Account or the Award
Sub-Account), in the same manner as set forth in Section 6.2(a).
(c) If the Participant dies following Retirement or being determined to be
Totally Disabled but prior to his or her receiving the full payment of all
Deferred Benefits payable to him or her, the Company shall pay (or issue,
if appropriate) to the respective Beneficiaries or to the Participant's
estate, as the case may be, the same Deferred Benefits in the same manner
as it otherwise would have paid (or issued) to the Participant as if the
11
<PAGE>
Participant had not died, unless the Participant has specified in his or
her Election Form a different manner of payment to a Beneficiary.
(d) Notwithstanding the other provisions of Section 6.4, a Beneficiary may
request a different payment schedule than what has been elected by the
Participant, if such change does not further defer the scheduled payout, by
submitting a request in writing to the Plan Committee. The granting of any
such request shall be within the discretion of the Plan Committee.
(e) If a Beneficiary who is receiving Deferred Benefits pursuant to this
Plan dies, the remainder of the Deferred Benefits to which such Beneficiary
was entitled at the time of his or her death shall continue to be payable
to the Beneficiary or to beneficiaries designated by such Beneficiary in
writing to the Plan Committee (or to the Beneficiary's estate or heirs if
he or she fails to designate a beneficiary or beneficiaries).
ARTICLE VII - PLAN ADMINISTRATION
---------------------------------
7.1 Plan Committee
--------------
This Plan and all matters related to it shall be administered by the Plan
Committee. The Plan Committee shall have the authority to interpret the
provisions of this Plan and to determine all questions arising in the
administration, interpretation and application of this Plan.
ARTICLE VIII - PARTICIPANT'S RIGHTS
-----------------------------------
8.1 Ineligibility to Participate in Plan
------------------------------------
In the event that the Plan Committee determines that a Participant has
become ineligible to continue to participate in this Plan, the Plan Committee
may terminate Participant's participation in this Plan upon ten (10) days' prior
written notice to the Participant. In such event, the Participant will not be
entitled to make further Deferral Elections, but all current Deferral Elections
shall continue in effect. All Deferred Benefit Accounts shall be payable as
otherwise provided in Article VI hereof.
8.2 Termination of Plan
-------------------
The Board of Directors of the Company may terminate this Plan at any time,
and termination of this Plan shall be effective upon ten (10) days' written
notice to all Participants in the Plan. Upon such termination of this Plan, the
Company shall pay all Participants their Deferred Benefits as provided in
Section 6.1 and in the Participant's Election Form; provided, however, if this
-------- -------
Plan is terminated within two (2) years after a Change in Control (as defined in
Section 9.4 hereof), each Participant's Deferred Benefits shall be paid in
accordance with either (a) each Participant's "Change in Control Election Form"
(as defined in Section 9.3 hereof), provided such Participant has completed and
submitted such Change in Control Election Form, as required by Section 9.3
hereof, or (b) Participant's original Election Form and in accordance
12
<PAGE>
with Section 6.1 hereof, but only if a Participant has not validly completed and
submitted a Change in Control Election Form. Upon termination of the Plan,
amounts credited to the Deferred Benefit Accounts of each Participant shall
continue to earn interest at the Plan Interest Rate until such amounts are paid
to the Participant.
8.3 Participant's Rights
--------------------
The right of a Participant or his or her Beneficiary or estate to receive
any benefits under this Plan shall be solely that of an unsecured creditor of
the Company. Any asset acquired or held by the Company or funds allocated by
the Company in connection with the liabilities assumed by the Company pursuant
to this Plan shall not be deemed to be held under any trust for the benefit of
any Participant or of any of Participant's Beneficiaries or to be security for
the performance of the Company's obligations hereunder but shall be and remain a
general asset of the Company.
8.4 Spendthrift Provision
---------------------
Neither a Participant nor any person claiming through a Participant shall
have the right to commute, sell, assign, transfer, pledge, mortgage or otherwise
encumber, transfer, hypothecate or convey any Deferred Benefit payable hereunder
or any part thereof in advance of its actually having been received by a
Participant or other appropriate recipient under this Plan, and the right to
receive all such Deferred Benefits is expressly declared to be non-assignable
and non-transferable. Prior to the actual payment (or issuance, if appropriate)
thereof, no part of the Deferred Benefits payable hereunder shall be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any person claiming through a
Participant or be transferable by operation of law in the event of a
Participant's or any such other person's bankruptcy or insolvency.
8.5 Cooperation
-----------
Each Participant will cooperate with the Company by furnishing any and all
information reasonably requested by the Company in order to facilitate the
payment of Deferred Benefits hereunder and by taking any such other actions as
the Company or the Plan Committee may reasonably request.
ARTICLE IX - CHANGE IN CONTROL
------------------------------
9.1 Applicability
-------------
Notwithstanding any provision in this Plan to the contrary, the terms of
this Article IX shall apply to any Participant, whether active or inactive.
13
<PAGE>
9.2 Effect of Change in Control
---------------------------
Upon a Change in Control the following shall immediately occur:
(a) The Company shall contribute to the trust maintained pursuant to the
Scientific-Atlanta, Inc. Benefits Protection Trust Agreement a lump sum
amount equal to each Participant's Deferred Benefit Accounts. The Company
shall assign to such trust (i) any split-dollar life insurance policies
held by the Company, pursuant to Section 5.5 hereof, for the benefit of a
Participant's beneficiaries; and (ii) any Endorsement Split-Dollar
Agreements between the Company and a Participant.
(b) All Participants shall be deemed to have satisfied the age and service
requirements in the definition of Retirement in this Plan.
(c) For any Participant who is a member of the Board on the date that a
Change in Control occurs and who ceases, within twenty-four (24) months
after a Change in Control, to be a member of the Board for any reason, the
Company shall pay such Participant his or her Deferred Benefits in
accordance with such Participant's Change in Control Election Form, if
completed and returned pursuant to Section 9.3. If a Participant has not
completed and returned such Change in Control Election Form, such
Participant's Deferred Benefits shall be paid in accordance with his
original Election Form and Article VI hereof.
(d) All amounts held in an Interest Sub-Account shall remain in such
Interest Sub-Account and shall earn interest at the Plan Interest Rate
until all amounts in such Interest Sub-Account are fully paid.
(e) The rights to receive shares under all Stock Sub-Accounts and all
Awards held in an Award Sub-Account shall be automatically converted into
the cash value of such shares on the date of the Change in Control and such
cash value shall be automatically transferred to the Interest Sub-Account
(and earn interest in accordance with Section 9.2(d)). The cash value of
such shares on the date of the Change in Control shall be determined by
multiplying the closing price of one (1) share of Scientific-Atlanta Common
Stock on the business day immediately prior to the date of the Change in
Control times the number of shares of Scientific-Atlanta Common Stock that
-----
the Participant has a deferred right to receive under his Stock Sub-Account
or his Award Stock-Sub-Account.
(f) All amounts, if any, held in a Participant's Split-Dollar Insurance
Sub-Account shall be automatically transferred to an Interest Sub-Account
for such Participant (and shall earn interest in accordance with Section
9.2(d)). The trust described in Section 9.2(a) shall withdraw from a
Participant's Interest Sub-Account the amounts required to pay the premiums
for the split-dollar life insurance held by the trust (pursuant to Section
9.2(a)) for the benefit of such Participant's beneficiaries.
14
<PAGE>
9.3 Change in Control Election Form
-------------------------------
At any time at least ninety (90) days prior to a Change in Control, each
Participant may elect to have his Deferred Benefits paid out after a Change in
Control in a manner different from the manner he previously elected in his
original Election Form. Each Participant may complete and submit a Change in
Control Election Form and thereby elect to have his or her Deferred Benefits
paid as follows if the Plan is terminated or a Participant's service on the
Board is terminated, within twenty-four (24) months after a Change in Control:
(a) have his Deferred Benefits paid as a lump sum payment, payable within five
(5) days after the date of termination of the Plan or the date of Participant's
termination of service on the Board (whichever occurs first); or (b) have his
Deferred Benefits paid as though his Deferred Benefit Commencement Date were the
date of termination of the plan or the date of Participant's termination of
service on the Board (whichever occurs first); or (c) have his Deferred Benefits
paid as of a specified date (the "Change in Control Election Form"). As with the
original Election Form, Participant may elect, in his Change in Control Election
Form, to have his Deferred Benefits paid in a lump sum, or in installments over
a 5-year period, a 10-year period, or a 15-year period. For a Change in Control
Election Form to be validly submitted by a Participant, it must be received by
the Corporate Secretary of the Company prior to the deadline specified in the
first sentence of this Section 9.3.
9.4 Definition of Change in Control
-------------------------------
For purposes of this Plan, a Change in Control shall mean any of the
following events:
(a) The acquisition in one or more transactions by any "Person" (as the
term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")) of
"Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under
the 1934 Act) of twenty percent (20%) or more of the combined voting power
of the Company's then outstanding voting securities (the "Voting
Securities"); provided, however, that for purposes of this Section 9.4, the
-------- -------
Voting Securities acquired directly from the Company by any Person shall be
excluded from the determination of such Person's Beneficial Ownership of
Voting Securities (but such Voting Securities shall be included in the
calculation of the total number of Voting Securities then outstanding); or
(b) The individuals who are members of the Incumbent Board (as defined
below) cease for any reason to constitute at least two-thirds (2/3) of the
Board. The "Incumbent Board" shall include the individuals who as of
August 20, 1990, are members of the Board and any individual becoming a
director subsequent to August 20, 1990, whose election, or nomination for
election, by the Company stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then comprising the Incumbent Board;
provided, however, that any individual who is not a member of the Incumbent
-------- -------
Board at the time he or she becomes a member of the Board shall become a
member of the Incumbent Board upon the completion of two (2) full years as
a member of the Board; provided, further, however, that notwithstanding the
-------- -------- -------
foregoing, no individual shall be
15
<PAGE>
considered a member of the Incumbent Board if such individual initially
assumed office (i) as a result of either an actual or threatened "election
contest" (within the meaning of Rule 14a-11 promulgated under the 1934 Act)
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board (a "Proxy Contest") or (ii) with
the approval of the other Board members, but by reason of any agreement
intended to avoid or settle a Proxy Contest; or
(c) Approval by stockholders of the Company of (i) a merger or
consolidation involving the Company if the stockholders of the Company,
immediately before such merger or consolidation, do not own, directly or
indirectly, immediately following such merger or consolidation, more than
eight percent (80%) of the combined voting power of the outstanding voting
securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger or consolidation or (ii) a
complete liquidation or dissolution of the Company or an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company.
Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because twenty percent (20%) or more of the then outstanding Voting
Securities is acquired by (i) a trustee or other fiduciary holding securities
under one or more employee benefit plans maintained by the Company or any of its
subsidiaries or (ii) any corporation which, immediately prior to such
acquisition, is owned directly or indirectly by the stockholders of the Company
in the same proportion as their ownership of stock in the Company immediately
prior to such acquisition.
Moreover, notwithstanding the foregoing, a Change in Control shall not be
deemed to occur solely because any Person (the "Subject Person") acquired
Beneficial Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company,
which acquisition, by reducing the number of Voting Securities outstanding,
increases the proportional number of shares Beneficially Owned by the Subject
Person, provided that if a Change in Control would occur (but for the operation
--------
of this sentence) as a result of such acquisition of Voting Securities by the
Company, and after such share acquisition of Voting Securities by the Company,
the Subject Person becomes the Beneficial Owner of any additional Voting
Securities, which increases the percentage of the then outstanding Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control
shall be deemed to have occurred.
ARTICLE X - MISCELLANEOUS
-------------------------
10.1 Amendments and Modifications
----------------------------
The Board of Directors of the Company may amend this Plan in any respect at
any time, except that the Board of Directors may not amend this Plan for the two
(2) year period commencing on the date of a Change in Control; provided however,
that shareholder approval is required for Plan amendments that require
shareholder approval under applicable rules of the
16
<PAGE>
New York Stock Exchange. In addition, the Plan Committee may authorize the
following types of amendments to the Plan without Board approval: (a) amendments
required by law; (b) amendments that relate to the administration of the Plan
and that do not materially increase the cost of the Plan; and (c) amendments
that are designed to resolve possible ambiguities, inconsistencies or omissions
in the Plan and that do not materially increase the cost of the Plan. All
authorized amendments shall be effective upon ten (10) days' written notice to
the Participants. If any such amendment affects a Participant's Deferred
Benefits, such affected Participant may, within ninety (90) days after the
effective date of such amendment, elect to terminate his or her participation in
the Plan pursuant to this Section 10.1, in which event the date of such election
shall be deemed to be such Participant's Deferred Benefit Commencement Date.
10.2 Inurement
---------
This Plan shall be binding upon and shall inure to the benefit of the
Company and each Participant hereto, and their respective beneficiaries, heirs,
executors, administrators, successors and assigns.
10.3 Governing Law
-------------
This Plan is made in accordance with and shall be governed in all respects
by the laws of the state of Georgia.
10.4 Tax Withholding
---------------
All payments (and issuances of shares) made pursuant to this Plan shall be
subject to the withholding of state and federal income taxes, FICA tax or other
taxes to the extent required by applicable law. The Plan Committee shall,
before delivery of a cash payment or a stock certificate, require the
Participant to make arrangements satisfactory to the Plan Committee to satisfy
such withholding requirements. A Participant receiving shares of Scientific-
Atlanta Common Stock may elect to satisfy such withholding requirements by
having the Plan Committee withhold shares otherwise issuable to the Participant,
with the Participant's election being made by delivering to the Plan Committee a
written election stating his or her desire to so satisfy such withholding
requirements.
10.5 Fractional Shares
-----------------
No fractional shares will be issued under this Plan. Except to the extent
that the provision for fractional shares is expressly set forth in this Plan,
the Plan Committee shall determine the manner for treating fractional shares.
10.6 Antidilution
------------
If a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure of the
17
<PAGE>
Company or the shares of Scientific-Atlanta Common Stock occurs, then the
aggregate number of shares reserved under this Plan and all other share (or
share equivalent) numbers set forth in or calculated under this Plan shall be
equitably adjusted by the Plan Committee.
10.7 Delivery of Shares
------------------
The obligation of the Company to issue shares under this Plan shall be
subject to all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the Plan
Committee.
10.8 Securities Act Requirements
---------------------------
No certificates for shares shall be delivered pursuant to this Plan if the
delivery would, in the opinion of counsel for the Company, violate the
Securities Act of 1933, as amended (the "Securities Act") or any other Federal
or state statutes having similar requirements as may be in effect at that time.
As a condition of the issuance of any shares under this Plan, the Plan Committee
may require the recipient to furnish a written representation that he or she is
acquiring the shares for investment and not with a view to distribution to the
public. In the event that the disposition of shares acquired pursuant to the
Plan is not covered by a then current registration statement under the
Securities Act and is not otherwise exempt from such registration, such shares
shall be restricted against transfer to the extent required by the Securities
Act and Rule 144 of the Securities Act or the regulations hereunder.
10.9 Listing and Regulatory Requirements
-----------------------------------
If at any time the Plan Committee shall determine, in its discretion, that
the listing, registration or qualification of the shares to be delivered
pursuant to this Plan is required by any securities exchange or under any
applicable law or the rule of any regulatory body, or is necessary or desirable
as a condition of, or in connection with, the issuance of shares thereunder,
such shares may not be issued unless and until such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Committee.
10.10 Section 16
----------
The transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Securities
Exchange Act of 1934, as amended. To the extent any provision under the Plan or
action by the Plan Committee fails to so comply, it shall be deemed null and
void to the extent permitted by law and deemed advisable by the Plan Committee.
18
<PAGE>
To record the adoption of the Plan (as amended and restated) by the Board
on August 16, 2000, the Company has caused its authorized officers to execute
this Plan.
SCIENTIFIC-ATLANTA, INC.
By: /s/ Brian C. Koenig
-------------------------------------
Name: Brian C. Koenig
Title: Senior Vice President - Human
Resources
By: /s/ William E. Eason, Jr.
-------------------------------------
Name: William E. Eason, Jr.
Title: Senior Vice President, General
Counsel and Corporate Secretary
19
