LTX CORP
DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.(GG)
<SEQUENCE>4
<FILENAME>dex10gg.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>


                                                                  Exhibit 10(GG)


LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================




                           Effective December 1, 2001



<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

                                TABLE OF CONTENTS

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Purpose    ................................................................................  1


ARTICLE 1  Definitions.....................................................................  1


ARTICLE 2  Selection, Enrollment, Eligibility..............................................  7

     2.1   Selection by Committee..........................................................  7
     2.2   Enrollment Requirements.........................................................  7
     2.3   Eligibility; Commencement of Participation......................................  7
     2.4   Termination of Participation and/or Deferrals...................................  7

ARTICLE 3  Deferral Commitments/Company Contribution/401(k) Restoration Matching
           Contribution/Vesting/Crediting/Taxes............................................  8

     3.1   Annual Deferral Amounts.........................................................  8
     3.2   Minimum Deferrals...............................................................  8
     3.3   Maximum Deferral................................................................  9
     3.4   Election to Defer; Effect of Election Form......................................  9
     3.5   Withholding of Annual Deferral Amounts..........................................  9
     3.6   Annual Company Contribution Amount.............................................. 10
     3.7   Annual 401(k) Restoration Matching Amount....................................... 10
     3.8   Investment of Trust Assets...................................................... 10
     3.9   Vesting......................................................................... 10
     3.10  Crediting/Debiting of Account Balances.......................................... 11
     3.11  FICA and Other Taxes............................................................ 13

ARTICLE 4  Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election..... 13

     4.1   Short-Term Payout............................................................... 13
     4.2   Other Benefits Take Precedence Over Short-Term.................................. 14
     4.3   Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies........... 14
     4.4   Withdrawal Election............................................................. 14

ARTICLE 5  Retirement Benefit.............................................................. 14

     5.1   Retirement Benefit.............................................................. 14
     5.2   Payment of Retirement Benefit................................................... 14
     5.3   Death Prior to Completion of Retirement Benefit................................. 15

ARTICLE 6  Pre-Retirement Survivor Benefit................................................. 15
</TABLE>

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

<TABLE>
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      6.1   Pre-Retirement Survivor Benefit............................................ 15
      6.2   Payment of Pre-Retirement Survivor Benefit................................. 15

ARTICLE 7   Termination Benefit........................................................ 15

      7.1   Termination Benefit........................................................ 15
      7.2   Payment of Termination Benefit............................................. 15

ARTICLE 8   Disability Benefit......................................................... 16

      8.1   Disability................................................................. 16
      8.2   Continued Eligibility; Disability Benefit.................................. 16

ARTICLE 9   Beneficiary Designation.................................................... 17

      9.1   Beneficiary................................................................ 17
      9.2   Beneficiary Designation; Change; Spousal Consent........................... 17
      9.3   Acknowledgement............................................................ 17
      9.4   No Beneficiary Designation................................................. 17
      9.5   Doubt as to Beneficiary.................................................... 17
      9.6   Discharge of Obligations................................................... 17

ARTICLE 10  Leave of Absence........................................................... 17

      10.1  Paid Leave of Absence...................................................... 17
      10.2  Unpaid Leave of Absence.................................................... 18

ARTICLE 11  Termination, Amendment or Modification..................................... 18

      11.1  Termination................................................................ 18
      11.2  Amendment.................................................................. 19
      11.3  Plan Agreement............................................................. 19
      11.4  Effect of Payment.......................................................... 19

ARTICLE 12  Administration............................................................. 19

      12.1  Committee Duties........................................................... 19
      12.2  Administration Upon Change In Control...................................... 19
      12.3  Agents..................................................................... 20
      12.4  Binding Effect of Decisions................................................ 20
      12.5  Indemnity of Committee..................................................... 20
      12.6  Employer Information....................................................... 20

ARTICLE 13  Other Benefits and Agreements.............................................. 21

      13.1  Coordination with Other Benefits........................................... 21
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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

<TABLE>
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ARTICLE 14    Claims Procedures................................................. 21

      14.1    Presentation of Claim............................................. 21
      14.2    Notification of Decision.......................................... 21
      14.3    Review of a Denied Claim.......................................... 21
      14.4    Decision on Review................................................ 22
      14.5    Legal Action...................................................... 22

ARTICLE 15    Trust............................................................. 22

      15.1    Establishment of the Trust........................................ 22
      15.2    Interrelationship of the Plan and the Trust....................... 22
      15.3    Distributions From the Trust...................................... 22

ARTICLE 16    Miscellaneous..................................................... 23

      16.1    Status of Plan.................................................... 23
      16.2    Unsecured General Creditor........................................ 23
      16.3    Employer's Liability.............................................. 23
      16.4    Nonassignability.................................................. 23
      16.5    Not a Contract of Employment...................................... 23
      16.6    Furnishing Information............................................ 23
      16.7    Terms............................................................. 24
      16.8    Captions.......................................................... 24
      16.9    Governing Law..................................................... 24
      16.10   Notice............................................................ 24
      16.11   Successors........................................................ 24
      16.12   Spouse's Interest................................................. 24
      16.13   Validity.......................................................... 24
      16.14   Incompetent....................................................... 24
      16.15   Court Order....................................................... 25
      16.16   Distribution in the Event of Taxation............................. 25
      16.17   Insurance......................................................... 25
      16.18   Legal Fees To Enforce Rights After Change in Control.............. 25
</TABLE>

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<PAGE>
LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

                                 LTX CORPORATION
                           DEFERRED COMPENSATION PLAN
                           Effective December 1, 2001

                                     Purpose
                                     -------

         The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
LTX Corporation, a Massachusetts corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

                                    ARTICLE 1
                                   Definitions
                                   -----------

         For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:

1.1      "Account Balance" shall mean, with respect to a Participant, a credit
         on the records of the Employer equal to the sum of (i) the Deferral
         Account balance, (ii) the Company Contribution Account balance, and
         (iii) the 401(k) Restoration Matching Account balance. The Account
         Balance, and each other specified account balance, shall be a
         bookkeeping entry only and shall be utilized solely as a device for the
         measurement and determination of the amounts to be paid to a
         Participant, or his or her designated Beneficiary, pursuant to this
         Plan.

1.2      "Annual Company Contribution Amount" shall mean, for any one Plan
         Year, the amount determined in accordance with Section 3.6.

1.3      "Annual Deferral Amount" shall mean that portion of a Participant's
         Base Annual Salary, Bonus, Commissions and Director Fees that a
         Participant defers in accordance with Article 3 for any one Plan Year.
         In the event of a Participant's Retirement, Disability (if deferrals
         cease in accordance with Section 8.1), death or a Termination of
         Employment prior to the end of a Plan Year, such year's Annual Deferral
         Amount shall be the actual amount withheld prior to such event.

1.4      "Annual 401(k) Restoration Matching Amount" for any one Plan Year
         shall be the amount  determined in accordance with Section 3.7.

1.5      "Annual Installment Method" shall be an annual installment payment over
         the number of years selected by the Participant in accordance with this
         Plan, calculated as follows: the vested Account Balance of the
         Participant shall be calculated as of the close of business on the date
         on which a benefit payment hereunder is triggered due to the
         Participant's Retirement. The annual installment shall be calculated by
         multiplying this balance by a fraction, the numerator of which is one
         and the denominator of which is the remaining number of annual payments
         due the Participant. By way of example, if the Participant elects a ten
         (10) year Annual Installment Method, the first payment shall be 1/10 of
         the vested Account Balance, calculated as described in this definition.
         The following year, the payment shall be 1/9 of the vested Account
         Balance,

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

         calculated as described in this definition. The first annual
         installment payment shall be paid no later than ninety (90) days after
         the date on which the first benefit payment hereunder is triggered due
         to the Participant's Retirement. Remaining annual installments shall be
         paid no later than sixty (60) days after each January 1 following the
         Participant's Retirement.

1.6      "Base Annual Salary" shall mean the annual cash compensation relating
         to services performed during any calendar year, whether or not paid in
         such calendar year or included on the Federal Income Tax Form W-2 for
         such calendar year, excluding bonuses, commissions, overtime, fringe
         benefits, stock options, relocation expenses, incentive payments,
         non-monetary awards, director fees and other fees, and automobile and
         other allowances paid to a Participant for employment services rendered
         (whether or not such allowances are included in the Employee's gross
         income). Base Annual Salary shall be calculated before reduction for
         compensation voluntarily deferred or contributed by the Participant
         pursuant to all qualified or non-qualified plans of any Employer and
         shall be calculated to include amounts not otherwise included in the
         Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
         or 403(b) pursuant to plans established by any Employer; provided,
         however, that all such amounts will be included in compensation only to
         the extent that had there been no such plan, the amount would have been
         payable in cash to the Employee.

1.7      "Beneficiary" shall mean one or more persons, trusts, estates or other
         entities, designated in accordance with Article 9, that are entitled to
         receive benefits under this Plan upon the death of a Participant.

1.8      "Beneficiary Designation Form" shall mean the form established from
         time to time by the Committee that a Participant completes, signs and
         returns to the Committee to designate one or more Beneficiaries.

1.9      "Board" shall mean the board of directors of the Company.

1.10     "Bonus" shall mean any compensation, in addition to Base Annual Salary
         payable during the Plan Year to a Participant as an Employee under any
         Employer's bonus and cash incentive plans, excluding stock options.

1.11     "Change in Control" shall mean:

         (a) The acquisition by any individual, entity or group (within the
             meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
             Act of 1934, as amended (the "Exchange Act")) (a "Person") of
             beneficial ownership (within the meaning of Rule 13d-3 promulgated
             under the Exchange Act) of 20% or more of either (a) the then
             outstanding shares of Stock (the "Outstanding Company Common
             Stock") or (b) the combined voting power of the then outstanding
             voting securities of the Company entitled to vote generally in the
             election of directors (the "Outstanding Company Voting
             Securities"); provided, however, that for purposes of this
             subsection (a), the following acquisitions shall not constitute a
             Change of Control: (i) any acquisition directly from the Company,
             (ii) any acquisition by the Company, (iii) any acquisition by any
             employee benefit plan (or related trust) sponsored or maintained by
             the Company or any corporation controlled by

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

             the Company or (iv) any acquisition pursuant to a transaction
             which complies with clauses (i), (ii) and (iii) of subsection (a)
             of this Section 1.11; or

         (b) Individuals who, as of June 8, 1999, constitute the Board (the
             "Incumbent Board") cease for any reason to constitute at least a
             majority of the Board; provided, however, that any individual
             becoming a director subsequent to June 8, 1999 whose election, or
             nomination for election by the Company's stockholders, was approved
             by a vote of at least a majority of the directors then comprising
             the Incumbent Board shall be considered as though such individual
             were a member of the Incumbent Board, but excluding, for this
             purpose, any such individual whose initial assumption of office
             occurs as a result of an actual or threatened election contest with
             respect to the election or removal of directors or other actual or
             threatened solicitation of proxies or consents by or on behalf of a
             Person other than the Board; or

         (c) Consummation of a reorganization, merger or consolidation or sale
             or other disposition of all or substantially all of the assets of
             the Company or the acquisition of assets of another entity (a
             "Corporate Transaction"), in each case, unless, following such
             Corporate Transaction, (i) all or substantially all of the
             individuals and entities who were the beneficial owners,
             respectively, of the Outstanding Company Common Stock and
             Outstanding Company Voting Securities immediately prior to such
             Corporate Transaction beneficially own, directly or indirectly,
             more than 60% of, respectively, the then outstanding shares of
             common stock and the combined voting power of the then outstanding
             voting securities entitled to vote generally in the election of
             directors, as the case may be, of the corporation resulting from
             such Corporate Transaction (including, without limitation, a
             corporation which as a result of such transaction owns the Company
             or all or substantially all of the Company's assets either directly
             or through one or more subsidiaries) in substantially the same
             proportions as their immediately prior to such Corporate
             Transaction of the Outstanding Company Common Stock and Outstanding
             Company Voting Securities, as the case may be, (ii) no Person
             (excluding any employee benefit plan (or related trust) of the
             Company or such corporation resulting from such Corporate
             Transaction) beneficially owns, directly or indirectly, 20% or more
             of, respectively, the then outstanding shares of common stock of
             the corporation resulting from such Corporate Transaction or the
             combined voting power of the then outstanding voting of such
             corporation except to the extent that such ownership existed prior
             to the Corporate Transaction and (iii) at least a majority of the
             members of the board of directors of the corporation resulting from
             such Corporate Transaction were members of the Incumbent Board at
             the time of the execution of the initial agreement, or of the
             action of the Board, providing for such Corporate Transaction; or

         (d) Approval by the stockholders of the Company of a complete
             liquidation or dissolution of the Company.

1.12     "Claimant" shall have the meaning set forth in Section 14.1.

1.13     "Code" shall mean the Internal Revenue Code of 1986, as it may be
         amended from time to time.

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

1.14     "Commissions" shall mean the cash commissions payable during the Plan
         Year to a Participant as an Employee.

1.15     "Committee" shall mean the committee described in Article 12.

1.16     "Company" shall mean LTX Corporation, a Massachusetts corporation, and
         any successor to all or substantially all of the Company's assets or
         business.

1.17     "Company Contribution Account" shall mean (i) the sum of the
         Participant's Annual Company Contribution Amounts, plus (ii) amounts
         credited or debited in accordance with all the applicable crediting and
         debiting provisions of this Plan that relate to the Participant's
         Company Contribution Account, less (iii) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to the Participant's Company Contribution Account.

1.18     "Deduction Limitation" shall mean the following described limitation on
         a benefit that may otherwise be distributable pursuant to the
         provisions of this Plan. Except as otherwise provided, this limitation
         shall be applied to all distributions that are "subject to the
         Deduction Limitation" under this Plan. If an Employer determines in
         good faith prior to a Change in Control that there is a reasonable
         likelihood that any compensation paid to a Participant for a taxable
         year of the Employer would not be deductible by the Employer solely by
         reason of the limitation under Code Section 162(m), then to the extent
         deemed necessary by the Employer to ensure that the entire amount of
         any distribution to the Participant pursuant to this Plan prior to the
         Change in Control is deductible, the Employer may defer all or any
         portion of a distribution under this Plan. Any amounts deferred
         pursuant to this limitation shall continue to be credited/debited with
         additional amounts in accordance with Section 3.10 below, even if such
         amount is being paid out in installments. The amounts so deferred and
         amounts credited thereon shall be distributed to the Participant or his
         or her Beneficiary (in the event of the Participant's death) at the
         earliest possible date, as determined by the Employer in good faith, on
         which the deductibility of compensation paid or payable to the
         Participant for the taxable year of the Employer during which the
         distribution is made will not be limited by Section 162(m), or if
         earlier, the effective date of a Change in Control. Notwithstanding
         anything to the contrary in this Plan, the Deduction Limitation shall
         not apply to any distributions made after a Change in Control.

1.19     "Deferral Account" shall mean (i) the sum of all of a Participant's
         Annual Deferral Amounts, plus (ii) amounts credited in accordance with
         all the applicable crediting and debiting provisions of this Plan that
         relate to the Participant's Deferral Account, less (iii) all
         distributions made to the Participant or his or her Beneficiary
         pursuant to this Plan that relate to his or her Deferral Account.

1.20     "Director" shall mean any member of the board of directors of any
         Employer.

1.21     "Director Fees" shall mean the annual fees paid by any Employer,
         including retainer fees and meetings fees, as compensation for serving
         on the board of directors.

1.22     "Disability" shall mean a period of disability during which a
         Participant qualifies for permanent disability benefits under the
         Participant's Employer's long-term disability plan, or, if a
         Participant does not participate in such a plan, a period of disability
         during which the Participant would have qualified for permanent
         disability benefits under such a plan had the Participant been a

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

         participant in such a plan, as determined in the sole discretion of the
         Committee. If the Participant's Employer does not sponsor such a plan,
         or discontinues to sponsor such a plan, Disability shall be determined
         by the Committee in its sole discretion.

1.23     "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24     "Election Form" shall mean the form established from time to time by
         the Committee that a Participant completes, signs and returns to the
         Committee to make an election under the Plan.

1.25     "Employee" shall mean a person who is an employee of any Employer.

1.26     "Employer(s)" shall mean the Company and/or any of its subsidiaries
         (now in existence or hereafter formed or acquired) that have been
         selected by the Board to participate in the Plan and have adopted the
         Plan as a sponsor.

1.27     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as it may be amended from time to time.

1.28     "First Plan Year" shall mean the period beginning December 1, 2001 and
         ending December 31, 2001.

1.29     "401(k) plan" shall be that certain LTX Growth and Investment Program
         dated October 1, 1995 adopted by the Company and as amended from time
         to time.

1.30     "401(k) Restoration Matching Account" shall mean (i) the sum of all of
         a Participant's Annual 401(k) Restoration Matching Amounts, plus (ii)
         amounts credited in accordance with all the applicable crediting
         provisions of this Plan that relate to the Participant's 401(k)
         Restoration Matching Account, less (iii) all distributions made to the
         Participant or his or her Beneficiary pursuant to this Plan that relate
         to the Participant's 401(k) Restoration Matching Account.

1.31     "Participant" shall mean any Employee or Director (i) who is selected
         to participate in the Plan, (ii) who elects to participate in the Plan,
         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, (iv) whose signed Plan Agreement, Election Form and
         Beneficiary Designation Form are accepted by the Committee, (v) who
         commences participation in the Plan, and (vi) whose Plan Agreement has
         not terminated. A spouse or former spouse of a Participant shall not be
         treated as a Participant in the Plan or have an account balance under
         the Plan, even if he or she has an interest in the Participant's
         benefits under the Plan as a result of applicable law or property
         settlements resulting from legal separation or divorce.

1.32     "Plan" shall mean the Company's Deferred Compensation Plan, which shall
         be evidenced by this instrument and by each Plan Agreement, as they may
         be amended from time to time.

1.33     "Plan Agreement" shall mean a written agreement, as may be amended from
         time to time, which is entered into by and between an Employer and a
         Participant. Each Plan Agreement executed by a Participant and the
         Participant's Employer shall provide for the entire benefit to which
         such Participant is entitled under the Plan; should there be more than
         one Plan Agreement, the Plan Agreement bearing the latest date of
         acceptance by the Employer shall supersede all previous Plan Agreements
         in their entirety and shall govern such entitlement. The terms of any
         Plan Agreement may be different for any Participant, and any Plan
         Agreement may provide additional

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

         benefits not set forth in the Plan or limit the benefits otherwise
         provided under the Plan; provided, however, that any such additional
         benefits or benefit limitations must be agreed to by both the Employer
         and the Participant.

1.34     "Plan Year" shall,  except for the First Plan Year, mean a period
         beginning on January 1 of each calendar year and continuing through
         December 31 of such calendar year.

1.35     "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
         Article 6.

1.36     "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
         Employee, severance from employment from all Employers for any reason
         other than a leave of absence, death or Disability on or after the
         earlier of the attainment of (a) age sixty-five (65) or (b) age
         fifty-five (55) with ten (10) Years of Service; and shall mean with
         respect to a Director who is not an Employee, severance of his or her
         directorships with all Employers on or after the later of (y) the
         attainment of age seventy (70), or (z) in the sole discretion of the
         Committee, an age later than age seventy (70). If a Participant is both
         an Employee and a Director, Retirement shall not occur until he or she
         Retires as both an Employee and a Director, which Retirement shall be
         deemed to be a Retirement as a Director; provided, however, that such a
         Participant may elect, at least three years prior to Retirement and in
         accordance with the policies and procedures established by the
         Committee, to Retire for purposes of this Plan at the time he or she
         Retires as an Employee, which Retirement shall be deemed to be a
         Retirement as an Employee.

1.37     "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.38     "Short-Term Payout" shall mean the payout set forth in Section 4.1.

1.39     "Termination Benefit" shall mean the benefit set forth in Article 7.

1.40     "Termination of Employment" shall mean the severing of employment with
         all Employers, or service as a Director of all Employers, voluntarily
         or involuntarily, for any reason other than Retirement, Disability,
         death or an authorized leave of absence. If a Participant is both an
         Employee and a Director, a Termination of Employment shall occur only
         upon the termination of the last position held; provided, however, that
         such a Participant may elect, at least three years before Termination
         of Employment and in accordance with the policies and procedures
         established by the Committee, to be treated for purposes of this Plan
         as having experienced a Termination of Employment at the time he or she
         ceases employment with an Employer as an Employee.

1.41     "Trust" shall mean one or more trusts established pursuant to that
         certain Master Trust Agreement, dated as of ________, 2001 between the
         Company and the trustee named therein, as amended from time to time.

1.42     "Unforeseeable Financial Emergency" shall mean an unanticipated
         emergency that is caused by an event beyond the control of the
         Participant that would result in severe financial hardship to the
         Participant resulting from (i) a sudden and unexpected illness or
         accident of the Participant or a dependent of the Participant, (ii) a
         loss of the Participant's property due to casualty, or (iii) such other
         extraordinary and unforeseeable circumstances arising as a result of
         events beyond the control of the Participant, all as determined in the
         sole discretion of the Committee.

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

1.43     "Years of Service" shall mean the total number of full years in which a
         Participant has been employed by one or more Employers. For purposes of
         this definition, a year of employment shall be a 365 day period (or 366
         day period in the case of a leap year) that, for the first year of
         employment, commences on the Employee's date of hiring and that, for
         any subsequent year, commences on an anniversary of that hiring date.
         The Committee shall make a determination as to whether any partial year
         of employment shall be counted as a Year of Service.

                                    ARTICLE 2
                       Selection, Enrollment, Eligibility
                       ----------------------------------

2.1      Selection by Committee. Participation in the Plan shall be limited to a
         ----------------------
         select group of management and highly compensated Employees and
         Directors of the Employers, as determined by the Committee in its sole
         discretion. From that group, the Committee shall select, in its sole
         discretion, Employees and Directors to participate in the Plan.

2.2      Enrollment Requirements. As a condition to participation, each selected
         -----------------------
         Employee or Director shall complete, execute and return to the
         Committee a Plan Agreement, an Election Form and a Beneficiary
         Designation Form, all within thirty (30) days after he or she is
         selected to participate in the Plan. In addition, the Committee shall
         establish from time to time such other enrollment requirements as it
         determines in its sole discretion are necessary.

2.3      Eligibility;  Commencement of Participation.  Provided an Employee or
         -------------------------------------------
         Director selected to participate in the Plan has met all enrollment
         requirements set forth in this Plan and required by the Committee,
         including returning all required documents to the Committee within the
         specified time period, that Employee or Director shall commence
         participation in the Plan on the first day of the month following the
         month in which the Employee or Director completes all enrollment
         requirements. If an Employee or a Director fails to meet all such
         requirements within the period required, in accordance with Section
         2.2, that Employee or Director shall not be eligible to participate in
         the Plan until the first day of the Plan Year following the delivery
         to and acceptance by the Committee of the required documents.

2.4      Termination of Participation and/or Deferrals. If the Committee
         ---------------------------------------------
         determines in good faith that a Participant no longer qualifies as a
         member of a select group of management or highly compensated employees,
         as membership in such group is determined in accordance with Sections
         201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
         right, in its sole discretion, to (i) terminate any deferral election
         the Participant has made for the remainder of the Plan Year in which
         the Participant's membership status changes, (ii) prevent the
         Participant from making future deferral elections and/or (iii)
         immediately distribute the Participant's then vested Account Balance as
         a Termination Benefit and terminate the Participant's participation in
         the Plan.

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

                                    ARTICLE 3

     Deferral Commitments/Company Contribution/ 401(k) Restoration Matching
     ----------------------------------------------------------------------
                      Contribution/Vesting/Crediting/Taxes
                      ------------------------------------

3.1      Annual Deferral Amounts. A Participant may elect to defer, as his or
         -----------------------
         her Annual Deferral Amount, either a percentage or a fixed dollar
         amount of his or her Base Annual Salary, Bonus, Commissions and/or
         Director Fees. If a Participant designates a fixed dollar amount to be
         withheld from the payment of Base Annual Salary, Bonus, Commissions
         and/or Director Fees and such fixed dollar amount exceeds the amount
         actually payable to the Participant, the entire amount of such Base
         Annual Salary, Bonus, Commissions and/or Director Fees payment, as
         applicable, shall be withheld.

3.2      Minimum Deferrals.
         -----------------

         (a)      Base Annual Salary, Bonus, Commissions, and Director Fees.
                  ---------------------------------------------------------
                  For each Plan Year, a Participant may elect to defer, as his
                  or her Annual Deferral Amount, Base Annual Salary, Bonus,
                  Commissions and/or Director Fees in the following minimum
                  amounts for each deferral elected:

                  ---------------------------------------------------
                         Deferral              Minimum Percentage
                  ---------------------------------------------------
                  Base Annual Salary                     5%
                  ---------------------------------------------------
                  Bonus                                  5%
                  ---------------------------------------------------
                  Commissions                            5%
                  ---------------------------------------------------
                  Director Fees                          5%
                  ---------------------------------------------------

                  If an election is made for less than the stated minimum
                  amounts, or if no election is made, the amount deferred shall
                  be zero.

         (b)      Short Plan Year. Notwithstanding the foregoing, if a
                  ---------------
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the first Plan Year of the Plan
                  itself, the minimum Base Annual Salary, Bonus, Commissions
                  and/or Director Fees deferral shall be an amount equal to the
                  minimum set forth above, multiplied by a fraction, the
                  numerator of which is the number of complete months remaining
                  in the Plan Year and the denominator of which is 12.

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                                      -8-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

3.3      Maximum Deferral.
         ----------------

         (a)      Base Annual Salary, Bonus, Commissions and Director Fees. For
                  --------------------------------------------------------
                  each Plan Year, a Participant may elect to defer, as his or
                  her Annual Deferral Amount, Base Annual Salary, Bonus,
                  Commissions and/or Director Fees up to the following maximum
                  percentages for each deferral elected:

                  ---------------------------------------------------
                            Deferral             Maximum Amount
                  ---------------------------------------------------
                      Base Annual Salary               75%
                  ---------------------------------------------------
                      Bonus                           100%
                  ---------------------------------------------------
                      Commissions                     100%
                  ---------------------------------------------------
                      Director Fees                   100%
                  ---------------------------------------------------

        (b)       Short Plan Year. Notwithstanding the foregoing, if a
                  ---------------
                  Participant first becomes a Participant after the first day of
                  a Plan Year, or in the case of the first Plan Year of the Plan
                  itself, the maximum Annual Deferral Amount with respect to
                  Base Annual Salary, Bonus, Commissions and Director Fees shall
                  be limited to the amount of compensation not yet earned by the
                  Participant as of the date the Participant submits a Plan
                  Agreement and Election Form to the Committee for acceptance.

3.4      Election to Defer; Effect of Election Form.
         ------------------------------------------

        (a)       First Plan Year. In connection with a Participant's
                  ---------------
                  commencement of participation in the Plan, the Participant
                  shall make an irrevocable deferral election for the Plan Year
                  in which the Participant commences participation in the Plan,
                  along with such other elections as the Committee deems
                  necessary or desirable under the Plan. For these elections to
                  be valid, the Election Form must be completed and signed by
                  the Participant, timely delivered to the Committee (in
                  accordance with Section 2.2 above) and accepted by the
                  Committee.

        (b)       Subsequent Plan Years. For each succeeding Plan Year, an
                  ---------------------
                  irrevocable deferral election for that Plan Year, and such
                  other elections as the Committee deems necessary or desirable
                  under the Plan, shall be made by timely delivering to the
                  Committee, in accordance with its rules and procedures, before
                  the end of the Plan Year preceding the Plan Year for which the
                  election is made, a new Election Form. If no such Election
                  Form is timely delivered for a Plan Year, the Annual Deferral
                  Amount shall be zero for that Plan Year.

3.5      Withholding of Annual Deferral Amounts. For each Plan Year, the Base
         --------------------------------------
         Annual Salary portion of the Annual Deferral Amount shall be withheld
         from each regularly scheduled Base Annual Salary payroll in equal
         amounts, as adjusted from time to time for increases and decreases in
         Base Annual Salary. The Bonus, Commissions and/or Director Fees portion
         of the Annual Deferral Amount shall be withheld at the time the Bonus,
         Commissions or Director Fees are or otherwise would be paid to the
         Participant, whether or not this occurs during the Plan Year itself.

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                                      -9-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

3.6      Annual Company Contribution Amount.
         ----------------------------------

        (a)       For each Plan Year, an Employer may be required to credit
                  amounts to a Participant's Company Contribution Account in
                  accordance with employment or other agreements entered into
                  between the Participant and the Employer. Such amounts shall
                  be credited on the date or dates prescribed by such
                  agreements.

        (b)       For each Plan Year,  an Employer,  in its sole  discretion,
                  may, but is not required to, credit any amount it desires to
                  any Participant's Company Contribution Account under this
                  Plan, which amount shall be for that Participant the Annual
                  Company Contribution Amount for that Plan Year. The amount
                  so credited to a Participant may be smaller or larger than
                  the amount credited to any other Participant, and the amount
                  credited to any Participant for a Plan Year may be zero,
                  even though one or more other Participants receive an Annual
                  Company Contribution Amount for that Plan Year. The Annual
                  Company Contribution Amount, if any, shall be credited as of
                  the last day of the Plan Year. If a Participant is not
                  employed by an Employer as of the last day of a Plan Year
                  other than by reason of his or her Retirement or death while
                  employed, the Annual Company Contribution Amount for that
                  Plan Year shall be zero.

3.7      Annual 401(k) Restoration Matching Amount. For each Plan Year during
         -----------------------------------------
         which a Participant participates in the Company's 401(k) Plan and a
         Company matching contribution is made to such 401(k) Plan, an Employer
         shall credit a Participant's Annual 401(k) Restoration Matching Account
         under this Plan with an amount equal to the difference between (i) the
         amount the Employer contributed to the 401(k) Plan on behalf of such
         Participant during the Plan Year, and (ii) the amount that would have
         been contributed by the Employer to the 401(k) Plan on behalf of such
         Participant during such Plan Year (a) had the Participant not
         voluntarily deferred or contributed amounts to any non-qualified plans
         maintained by the Employer and (b) without regard to any limitations
         imposed by the Code. The amount so credited to a Participant under this
         Plan shall be for that Participant the Annual 401(k) Restoration
         Matching Amount for that Plan Year. A Participant's Annual 401(k)
         Restoration Matching Amount may be smaller or larger than the amount
         credited to any other Participant, and the amount credited to any
         Participant for a Plan Year may be zero, even though one or more other
         Participants receive an Annual 401(k) Restoration Matching Amount for
         that Plan Year. If a Participant is not employed by the Employer as of
         the last day of a Plan Year other than by reason of his or her
         Retirement, Disability or death, the Annual 401(k) Restoration Matching
         Amount for such Plan Year shall be zero. In the event of Retirement,
         Disability, or death, a Participant shall be credited with the Annual
         401(k) Restoration Matching Amount for the Plan Year in which he or she
         Retires, becomes disabled or dies.

3.8      Investment of Trust Assets. The Trustee of the Trust shall be
         --------------------------
         authorized, upon written instructions received from the Committee or
         investment manager appointed by the Committee, to invest and reinvest
         the assets of the Trust in accordance with the applicable Trust
         Agreement, including the disposition of stock and reinvestment of the
         proceeds in one or more investment vehicles designated by the
         Committee.

3.9      Vesting.
         -------

--------------------------------------------------------------------------------

                                      -10-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

           (a)  A Participant shall at all times be 100% vested in his or her
                Deferral Account.

           (b)  A Participant shall be vested in his or her Company Contribution
                Account in accordance with the vesting schedule(s) set forth in
                his or her Plan Agreement, employment agreement or any other
                agreement entered into between the Participant and his or her
                Employer.

           (c)  A Participant shall be vested in his or her 401(k) Restoration
                Matching Account only to the extent that the Participant would
                be vested in such amounts under the provisions of the 401(k)
                Plan.

           (d)  Notwithstanding anything to the contrary contained in this
                Section 3.9, in the event of Retirement, death or a Change in
                Control, a Participant's Company Contribution Account and 401(k)
                Restoration Matching Account shall immediately become 100%
                vested (if it is not already vested in accordance with the above
                vesting schedules).

           (e)  Notwithstanding subsection 3.9(d) above, the vesting schedule
                for a Participant's Company Contribution Account and/or 401(k)
                Restoration Matching Account shall not be accelerated to the
                extent that the Committee determines that such acceleration
                would cause the deduction limitations of Section 280G of the
                Code to become effective. In the event that all of a
                Participant's Company Contribution Account and/or 401(k)
                Restoration Matching Account is not vested pursuant to such a
                determination, the Participant may request independent
                verification of the Committee's calculations with respect to the
                application of Section 280G. In such case, the Committee must
                provide to the Participant within 15 business days of such a
                request an opinion from a nationally recognized accounting firm
                selected by the Participant (the "Accounting Firm"). The opinion
                shall state the Accounting Firm's opinion that any limitation in
                the vested percentage hereunder is necessary to avoid the limits
                of Section 280G and contain supporting calculations. The cost of
                such opinion shall be paid for by the Company.

3.10       Crediting/Debiting of Account Balances. In accordance with, and
           --------------------------------------
           subject to, the rules and procedures that are established from time
           to time by the Committee, in its sole discretion, amounts shall be
           credited or debited to a Participant's Account Balance in accordance
           with the following rules:

           (a)  Election of Measurement Funds. A Participant, in connection with
                -----------------------------
                his or her initial deferral election in accordance with Section
                3.4(a) above, shall elect, on the Election Form, one or more
                Measurement Fund(s) (as described in Section 3.10(c) below) to
                be used to determine the amounts to be credited or debited to
                his or her Account Balance. The Participant may (but is not
                required to) elect, by submitting an Election Form to the
                Committee that is accepted by the Committee, to add or delete
                one or more Measurement Fund(s) to be used to determine the
                amounts to be credited or debited to his or her Account Balance,
                or to change the portion of his or her Account Balance allocated
                to each previously or newly elected Measurement Fund. If an
                election is made in accordance with the previous sentence, it
                shall apply as of the first business day deemed reasonably
                practicable by the Committee, in its sole discretion, and shall
                continue

--------------------------------------------------------------------------------

                                      -11-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

             thereafter for each subsequent day in which the Participant
             participates in the Plan, unless changed in accordance with the
             previous sentence.

        (b)  Proportionate Allocation. In making any election described in
             ------------------------
             Section 3.10(a) above, the Participant shall specify on the
             Election Form, in increments of one percent (1%), the percentage of
             his or her Account Balance to be allocated to a Measurement Fund
             (as if the Participant was making an investment in that Measurement
             Fund with that portion of his or her Account Balance).

        (c)  Measurement Funds. The Participant may elect one or more of the
             -----------------
             measurement funds (the "Measurement Funds"), based on certain
             mutual funds, for the purpose of crediting or debiting additional
             amounts to his or her Account Balance. At the beginning of each
             Plan Year, the Committee shall provide the Participant with a list
             of Measurement Funds available. As necessary, the Committee may, in
             its sole discretion, discontinue, substitute or add a Measurement
             Fund. Each such action will take effect as of the first day of the
             calendar quarter that follows by thirty (30) days the day on which
             the Committee gives Participants advance written notice of such
             change.

        (d)  Crediting or Debiting Method. The performance of each elected
             ----------------------------
             Measurement Fund (either positive or negative) will be determined
             by the Committee, in its reasonable discretion, based on the
             performance of the Measurement Funds themselves. A Participant's
             Account Balance shall be credited or debited on a daily basis based
             on the performance of each Measurement Fund selected by the
             Participant, such performance being determined by the Committee in
                          -----------------------------------------------------
             its sole discretion.
             -------------------

        (e)  No Actual Investment. Notwithstanding any other provision of this
             --------------------
             Plan that may be interpreted to the contrary, the Measurement Funds
             are to be used for measurement purposes only, and a Participant's
             election of any such Measurement Fund, the allocation to his or her
             Account Balance thereto, the calculation of additional amounts and
             the crediting or debiting of such amounts to a Participant's
             Account Balance shall not be considered or construed in any manner
                             ---------
             as an actual investment of his or her Account Balance in any such
             Measurement Fund. In the event that the Company or the Trustee (as
             that term is defined in the Trust), in its own discretion, decides
             to invest funds in any or all of the Measurement Funds, no
             Participant shall have any rights in or to such investments
             themselves. Without limiting the foregoing, a Participant's Account
             Balance shall at all times be a bookkeeping entry only and shall
             not represent any investment made on his or her behalf by the
             Company or the Trust; the Participant shall at all times remain an
             unsecured creditor of the Company.

--------------------------------------------------------------------------------

                                      -12-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

3.11     FICA and Other Taxes.
         --------------------

          (a) Annual Deferral Amounts. For each Plan Year in which an Annual
              -----------------------
              Deferral Amount is being withheld from a Participant, the
              Participant's Employer(s) shall withhold from that portion of the
              Participant's Base Annual Salary, Bonus and Commissions that is
              not being deferred, in a manner determined by the Employer(s), the
              Participant's share of FICA and other employment taxes on such
              Annual Deferral Amount. If necessary, the Committee may reduce the
              Annual Deferral Amount in order to comply with this Section 3.11.

         (b)  401(k) Restoration Matching Account and Company Contribution
              ------------------------------------------------------------
              Account. When a participant becomes vested in a portion of his or
              -------
              her 401(k) Restoration Matching Account or Company Contribution
              Account, the Participant's Employer(s) shall withhold from the
              Participant's Base Annual Salary and/or Bonus that is not
              deferred, in a manner determined by the Employer(s), the
              Participant's share of FICA and other employment taxes. If
              necessary, the Committee may reduce the vested portion of the
              Participant's 401(k) Restoration Matching Account or Company
              Contribution Amount, as applicable, in order to comply with this
              Section 3.11.

         (c)  Distributions. The Participant's Employer(s), or the trustee of
              -------------
              the Trust, shall withhold from any payments made to a Participant
              under this Plan all federal, state and local income, employment
              and other taxes required to be withheld by the Employer(s), or the
              trustee of the Trust, in connection with such payments, in amounts
              and in a manner to be determined in the sole discretion of the
              Employer(s) and the trustee of the Trust.

                                    ARTICLE 4

             Short-Term Payout; Unforeseeable Financial Emergencies;
             -------------------------------------------------------
                               Withdrawal Election
                               -------------------

4.1      Short-Term Payout. In connection with each election to defer an Annual
         -----------------
         Deferral Amount, a Participant may irrevocably elect to receive a
         future "Short-Term Payout" from the Plan with respect to all or a
         portion of such Annual Deferral Amount. Subject to the Deduction
         Limitation, the Short-Term Payout shall be a lump sum payment in an
         amount that is equal to the portion of the Annual Deferral Amount the
         Participant elected to have distributed as a Short-Term Payout plus
         amounts credited or debited in the manner provided in Section 3.10
         above on that amount, determined at the time that the Short-Term Payout
         becomes payable. Subject to the Deduction Limitation and the other
         terms and conditions of this Plan, each Short-Term Payout elected shall
         be paid out during a sixty (60) day period commencing immediately after
         the first day of any Plan Year designated by the Participant. The Plan
         Year designated by the Participant must be at least three (3) Plan
         Years after the Plan Year in which the Annual Deferral Amount is
         actually deferred. By way of example, if a three (3) year Short-Term
         Payout is elected for Annual Deferral Amounts that are deferred in the
         Plan Year commencing January 1, 2002, the three (3) year Short-Term
         Payout would become payable during a sixty (60) day period commencing
         January 1, 2006.

--------------------------------------------------------------------------------

                                      -13-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

4.2      Other Benefits Take Precedence Over Short-Term. Should an event occur
         ----------------------------------------------
         that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
         Amount, plus amounts credited or debited thereon, that is subject to a
         Short-Term Payout election under Section 4.1 shall not be paid in
         accordance with Section 4.1 but shall be paid in accordance with the
         other applicable Article.

4.3      Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
         ---------------------------------------------------------------------
         If the Participant experiences an Unforeseeable Financial Emergency,
         the Participant may petition the Committee to (i) suspend any deferrals
         required to be made by a Participant and/or (ii) receive a partial or
         full payout from the Plan. The payout shall not exceed the lesser of
         the Participant's vested Account Balance, calculated as if such
         Participant were receiving a Termination Benefit, or the amount
         reasonably needed to satisfy the Unforeseeable Financial Emergency. If,
         subject to the sole discretion of the Committee, the petition for a
         suspension and/or payout is approved, suspension shall take effect upon
         the date of approval and any payout shall be made within sixty (60)
         days of the date of approval. The payment of any amount under this
         Section 4.3 shall not be subject to the Deduction Limitation.

4.4      Withdrawal Election. A Participant (or, after a Participant's death,
         -------------------
         his or her Beneficiary) may elect, at any time, to withdraw all of his
         or her vested Account Balance, calculated as if there had occurred a
         Termination of Employment as of the day of the election, less a
         withdrawal penalty equal to 10% of such amount (the net amount shall be
         referred to as the "Withdrawal Amount"). This election can be made at
         any time, before or after Retirement, Disability, death or Termination
         of Employment, and whether or not the Participant (or Beneficiary) is
         in the process of being paid pursuant to an installment payment
         schedule. No partial withdrawals of the Account Balance shall be
         allowed. The Participant (or his or her Beneficiary) shall make this
         election by giving the Committee advance written notice of the election
         in a form determined from time to time by the Committee. The
         Participant (or his or her Beneficiary) shall be paid the Withdrawal
         Amount within sixty (60) days of his or her election. Once the
         Withdrawal Amount is paid, the Participant's participation in the Plan
         shall be suspended for the remainder of the Plan Year in which the
         withdrawal is elected and for one (1) full Plan Year thereafter. The
         payment of this Withdrawal Amount shall not be subject to the Deduction
         Limitation.

                                    ARTICLE 5

                               Retirement Benefit
                               ------------------

5.1      Retirement  Benefit.  Subject  to the  Deduction  Limitation,  a
         -------------------
         Participant  who  Retires  shall  receive,  as a Retirement Benefit,
         his or her vested Account Balance.

5.2      Payment of Retirement Benefit. A Participant, in connection with his or
         -----------------------------
         her commencement of participation in the Plan, shall elect on an
         Election Form to receive the Retirement Benefit in a lump sum or
         pursuant to an Annual Installment Method of 5, 10, 15 or 20 years. The
         Participant may change his or her election to an allowable alternative
         payout period by submitting a new Election Form to the Committee,
         provided that any such Election Form is submitted to and accepted by
         the Committee in its sole discretion at least 12 months prior to the
         Participant's Retirement. The Election Form most recently accepted by
         the Committee shall govern the payout of the Retirement Benefit. If a
         Participant does not make any election with respect to the

--------------------------------------------------------------------------------

                                      -14-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

         payment of the Retirement Benefit, then such benefit shall be payable
         in a lump sum. The lump sum payment shall be made, or installment
         payments shall commence, no later than ninety (90) days after the date
         on which the Participant Retires. Remaining annual installments shall
         be paid no later than sixty (60) days after each January 1 following
         the Participant's Retirement. Any payment made shall be subject to the
         Deduction Limitation.

5.3      Death Prior to Completion of Retirement Benefit. If a Participant dies
         -----------------------------------------------
         after Retirement but before the Retirement Benefit is paid in full, the
         Participant's Beneficiary shall receive a lump sum payment that is
         equal to the Participant's unpaid remaining vested Account Balance no
         later than ninety (90) days after the Committee is provided with proof
         that is satisfactory to the Committee of the Participant's death. Any
         payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 6

                         Pre-Retirement Survivor Benefit
                         -------------------------------

6.1      Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
         -------------------------------
         the Participant's Beneficiary shall receive a Pre-Retirement Survivor
         Benefit equal to the Participant's vested Account Balance if the
         Participant dies before he or she becomes entitled to benefits under
         this Plan as a result of Retirement, Termination of Employment or
         Disability.

6.2      Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement Survivor
         ------------------------------------------
         Benefit shall be paid to the Participant's Beneficiary in a lump sum
         payment no later than ninety (90) days after the Committee is provided
         with proof that is satisfactory to the Committee of the Participant's
         death. Any payment made shall be subject to the Deduction Limitation.

                                    ARTICLE 7

                               Termination Benefit
                               -------------------

7.1      Termination Benefit. Subject to the Deduction Limitation, the
         -------------------
         Participant shall receive a Termination Benefit, which shall be equal
         to the Participant's vested Account Balance if a Participant
         experiences a Termination of Employment before he or she becomes
         entitled to benefits under this Plan as a result of Retirement, death
         or Disability.

7.2      Payment of Termination Benefit. The Participant shall receive his or
         ------------------------------
         her Termination Benefit in a lump sum payment no later than ninety (90)
         days after the date on which the Participant experiences a Termination
         of Employment. Any payment made shall be subject to the Deduction
         Limitation.

--------------------------------------------------------------------------------

                                      -15-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

                                    ARTICLE 8
                               Disability Benefit
                               ------------------

8.1    Disability.
       ----------

       (a)   Continued Deferral. If a Participant is determined by the Committee
             ------------------
             to be both (i) suffering from a Disability and (ii) receiving 100
             percent of his or her Base Annual Salary and/or Director Fees
             during the period of Disability, then the Participant's Annual
             Deferral Amount shall continue to be withheld during such period of
             Disability in accordance with Section 3.4.

       (b)   Waiver of Deferral. If a Participant is determined by the Committee
             ------------------
             to be both (i) suffering from a Disability and, (ii) receiving less
             than 100 percent of his or her Base Annual Salary and/or Director
             Fees during the period of Disability, then such Participant shall
             be excused from fulfilling his or her Annual Deferral Amount
             commitment that would otherwise have been withheld for the Plan
             Year during which the Participant first suffers a Disability.
             During the period of Disability, the Participant shall not be
             allowed to make any additional deferral elections, but will
             continue to be considered a Participant for all other purposes of
             this Plan.

       (c)   Deferral Following Disability. If a Participant (i) returns to
             -----------------------------
             employment, or service as a Director, with an Employer after a
             Disability ceases, and (ii) payment of 100 percent of his or her
             Base Annual Salary and/or Director Fees recommences, the
             Participant may elect to defer an Annual Deferral Amount for the
             Plan Year in which both (i) and (ii) occur and for every Plan Year
             thereafter while a Participant in the Plan; provided such deferral
             elections are otherwise allowed and an Election Form is delivered
             to and accepted by the Committee for each such election in
             accordance with Section 3.4 above.

8.2    Continued Eligibility; Disability Benefit. A Participant suffering a
       -----------------------------------------
       Disability shall, for benefit purposes under this Plan, continue to be
       considered to be employed, or in the service of an Employer as a
       Director, and shall be eligible for the benefits provided for in Articles
       4, 5, 6 or 7 in accordance with the provisions of those Articles.
       Notwithstanding the above, the Committee shall have the right to, in its
       sole and absolute discretion and for purposes of this Plan only, and must
       in the case of a Participant who is otherwise eligible to Retire, deem
       the Participant to have experienced a Termination of Employment, or in
       the case of a Participant who is eligible to Retire, to have Retired, at
       any time (or in the case of a Participant who is eligible to Retire, as
       soon as practicable) after such Participant is determined to be suffering
       a Disability, in which case the Participant shall receive a Disability
       Benefit equal to his or her vested Account Balance at the time of the
       Committee's determination; provided, however, that should the Participant
       otherwise have been eligible to Retire, he or she shall be paid in
       accordance with Article 5. The Committee, in its sole discretion, may
       cause the Disability Benefit to be paid either in a lump sum payment or
       pursuant to an Annual Installment Method of 5, 10, 15 or 20 years. The
       lump sum payment shall be made, or installment payments shall commence,
       within sixty (60) days after the last day of the Plan Year in which the
       Committee determines that the Participant has suffered a Disability. Any
       payment made shall be subject to the Deduction Limitation.

--------------------------------------------------------------------------------

                                      -16-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

                                    ARTICLE 9
                                    ---------
                             Beneficiary Designation
                             -----------------------

9.1    Beneficiary. Each Participant shall have the right, at any time, to
       -----------
       designate his or her Beneficiary(ies) (both primary as well as
       contingent) to receive any benefits payable under the Plan to a
       beneficiary upon the death of a Participant. The Beneficiary designated
       under this Plan may be the same as or different from the Beneficiary
       designation under any other plan of an Employer in which the Participant
       participates.

9.2    Beneficiary Designation; Change; Spousal Consent. A Participant shall
       ------------------------------------------------
       designate his or her Beneficiary by completing and signing the
       Beneficiary Designation Form, and returning it to the Committee or its
       designated agent. A Participant shall have the right to change a
       Beneficiary by completing, signing and otherwise complying with the terms
       of the Beneficiary Designation Form and the Committee's rules and
       procedures, as in effect from time to time. If the Participant names
       someone other than his or her spouse as a Beneficiary, a spousal consent,
       in the form designated by the Committee, must be signed by that
       Participant's spouse and returned to the Committee. Upon the acceptance
       by the Committee of a new Beneficiary Designation Form, all Beneficiary
       designations previously filed shall be canceled. The Committee shall be
       entitled to rely on the last Beneficiary Designation Form filed by the
       Participant and accepted by the Committee prior to his or her death.

9.3    Acknowledgment. No designation or change in designation of a Beneficiary
       --------------
       shall be effective until received and acknowledged in writing by the
       Committee or its designated agent.

9.4    No Beneficiary Designation. If a Participant fails to designate a
       --------------------------
       Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
       designated Beneficiaries predecease the Participant or die prior to
       complete distribution of the Participant's benefits, then the
       Participant's designated Beneficiary shall be deemed to be his or her
       surviving spouse. If the Participant has no surviving spouse, the
       benefits remaining under the Plan to be paid to a Beneficiary shall be
       payable to the executor or personal representative of the Participant's
       estate.

9.5    Doubt as to Beneficiary. If the Committee has any doubt as to the proper
       -----------------------
       Beneficiary to receive payments pursuant to this Plan, the Committee
       shall have the right, exercisable in its discretion, to cause the
       Participant's Employer to withhold such payments until this matter is
       resolved to the Committee's satisfaction.

9.6    Discharge of Obligations. The payment of benefits under the Plan to a
       ------------------------
       Beneficiary shall fully and completely discharge all Employers and the
       Committee from all further obligations under this Plan with respect to
       the Participant, and that Participant's Plan Agreement shall terminate
       upon such full payment of benefits.

                                   ARTICLE 10
                                Leave of Absence
                                ----------------

10.1   Paid Leave of Absence. If a Participant is authorized by the
       ---------------------
       Participant's Employer for any reason to take a paid leave of absence
       from the employment of the Employer, the Participant

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                                      -17-

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

       shall continue to be considered employed by the Employer and the Annual
       Deferral Amount shall continue to be withheld during such paid leave of
       absence in accordance with Section 3.4.

10.2   Unpaid Leave of Absence. If a Participant is authorized by the
       -----------------------
       Participant's Employer for any reason to take an unpaid leave of absence
       from the employment of the Employer, the Participant shall continue to be
       considered employed by the Employer and the Participant shall be excused
       from making deferrals until the earlier of the date the leave of absence
       expires or the Participant returns to a paid employment status. Upon such
       expiration or return, deferrals shall resume for the remaining portion of
       the Plan Year in which the expiration or return occurs, based on the
       deferral election, if any, made for that Plan Year. If no election was
       made for that Plan Year, no deferral shall be withheld.

                                   ARTICLE 11
                     Termination, Amendment or Modification
                     --------------------------------------

11.1   Termination. Although each Employer anticipates that it will continue the
       -----------
       Plan for an indefinite period of time, there is no guarantee that any
       Employer will continue the Plan or will not terminate the Plan at any
       time in the future. Accordingly, each Employer reserves the right to
       discontinue its sponsorship of the Plan and/or to terminate the Plan at
       any time with respect to any or all of its participating Employees and
       Directors, by action of its board of directors. Upon the termination of
       the Plan with respect to any Employer, the Plan Agreements of the
       affected Participants who are employed by that Employer, or in the
       service of that Employer as Directors, shall terminate and their vested
       Account Balances, determined (i) as if they had experienced a Termination
       of Employment on the date of Plan termination; or (ii) if Plan
       termination occurs after the date upon which a Participant was eligible
       to Retire, then with respect to that Participant as if he or she had
       Retired on the date of Plan termination. Such benefits shall be paid to
       the Participants as follows: (i) prior to a Change in Control, if the
       Plan is terminated with respect to all of its Participants, an Employer
       shall have the right, in its sole discretion, and notwithstanding any
       elections made by the Participant, to pay such benefits in a lump sum or
       pursuant to an Annual Installment Method of up to 15 years, with amounts
       credited and debited during the installment period as provided herein; or
       (ii) prior to a Change in Control, if the Plan is terminated with respect
       to less than all of its Participants, an Employer shall be required to
       pay such benefits in a lump sum; or (iii) after a Change in Control, if
       the Plan is terminated with respect to some or all of its Participants,
       the Employer shall be required to pay such benefits in a lump sum. The
       termination of the Plan shall not adversely affect any Participant or
       Beneficiary who has become entitled to the payment of any benefits under
       the Plan as of the date of termination; provided however, that the
       Employer shall have the right to accelerate installment payments without
       a premium or prepayment penalty by paying the vested Account Balance in a
       lump sum or pursuant to an Annual Installment Method using fewer years
       (provided that the present value of all payments that will have been
       received by a Participant at any given point of time under the different
       payment schedule shall equal or exceed the present value of all payments
       that would have been received at that point in time under the original
       payment schedule).

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                                      -18-

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

11.2   Amendment. Any Employer may, at any time, amend or modify the Plan in
       ---------
       whole or in part with respect to that Employer by the action of its board
       of directors; provided, however, that: (i) no amendment or modification
       shall be effective to decrease or restrict the value of a Participant's
       vested Account Balance in existence at the time the amendment or
       modification is made, calculated as if the Participant had experienced a
       Termination of Employment as of the effective date of the amendment or
       modification or, if the amendment or modification occurs after the date
       upon which the Participant was eligible to Retire, the Participant had
       Retired as of the effective date of the amendment or modification, and
       (ii) no amendment or modification of this Section 11.2 or Section 12.2 of
       the Plan shall be effective. The amendment or modification of the Plan
       shall not affect any Participant or Beneficiary who has become entitled
       to the payment of benefits under the Plan as of the date of the amendment
       or modification; provided, however, that the Employer shall have the
       right to accelerate installment payments by paying the vested Account
       Balance in a lump sum or pursuant to an Annual Installment Method using
       fewer years (provided that the present value of all payments that will
       have been received by a Participant at any given point of time under the
       different payment schedule shall equal or exceed the present value of all
       payments that would have been received at that point in time under the
       original payment schedule).

11.3   Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
       --------------
       if a Participant's Plan Agreement contains benefits or limitations that
       are not in this Plan document, the Employer may only amend or terminate
       such provisions with the consent of the Participant.

11.4   Effect of Payment. The full payment of the applicable benefit under
       -----------------
       Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
       obligations to a Participant and his or her designated Beneficiaries
       under this Plan and the Participant's Plan Agreement shall terminate.

                                   ARTICLE 12
                                 Administration
                                 --------------

12.1   Committee Duties. Except as otherwise provided in this Article 12, this
       ----------------
       Plan shall be administered by a Committee which shall consist of the
       Board, or such committee as the Board shall appoint. Members of the
       Committee may be Participants under this Plan and are listed at Appendix
       A. The Committee shall also have the discretion and authority to (i)
       make, amend, interpret, and enforce all appropriate rules and regulations
       for the administration of this Plan and (ii) decide or resolve any and
       all questions including interpretations of this Plan, as may arise in
       connection with the Plan. Any individual serving on the Committee who is
       a Participant shall not vote or act on any matter relating solely to
       himself or herself. When making a determination or calculation, the
       Committee shall be entitled to rely on information furnished by a
       Participant or the Company.

12.2   Administration Upon Change In Control. For purposes of this Plan, the
       -------------------------------------
       Company shall be the "Administrator" at all times prior to the occurrence
       of a Change in Control. Upon and after the occurrence of a Change in
       Control, the "Administrator" shall be an independent third party selected
       by the Trustee and approved by the individual who, immediately prior to
       such event, was the Company's Chief Executive Officer or, if not so
       identified, the Company's highest

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                                      -19-

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LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

       ranking officer (the "Ex-CEO"). The Administrator shall have the
       discretionary power to determine all questions arising in connection with
       the administration of the Plan and the interpretation of the Plan and
       Trust including, but not limited to benefit entitlement determinations;
       provided, however, upon and after the occurrence of a Change in Control,
       the Administrator shall have no power to direct the investment of Plan or
       Trust assets or select any investment manager or custodial firm for the
       Plan or Trust. Upon and after the occurrence of a Change in Control, the
       Company must: (1) pay all reasonable administrative expenses and fees of
       the Administrator; (2) indemnify the Administrator against any costs,
       expenses and liabilities including, without limitation, attorney's fees
       and expenses arising in connection with the performance of the
       Administrator hereunder, except with respect to matters resulting from
       the gross negligence or willful misconduct of the Administrator or its
       employees or agents; and (3) supply full and timely information to the
       Administrator on all matters relating to the Plan, the Trust, the
       Participants and their Beneficiaries, the Account Balances of the
       Participants, the date and circumstances of the Retirement, Disability,
       death or Termination of Employment of the Participants, and such other
       pertinent information as the Administrator may reasonably require. Upon
       and after a Change in Control, the Administrator may be terminated (and a
       replacement appointed) by the Trustee only with the approval of the
       Ex-CEO. Upon and after a Change in Control, the Administrator may not be
       terminated by the Company.

12.3   Agents. In the administration of this Plan, the Committee may, from time
       ------
       to time, employ agents and delegate to them such administrative duties as
       it sees fit (including acting through a duly appointed representative)
       and may from time to time consult with counsel who may be counsel to any
       Employer.

12.4   Binding Effect of Decisions. The decision or action of the Administrator
       ---------------------------
       with respect to any question arising out of or in connection with the
       administration, interpretation and application of the Plan and the rules
       and regulations promulgated hereunder shall be final and conclusive and
       binding upon all persons having any interest in the Plan.

12.5   Indemnity of Committee. All Employers shall indemnify and hold harmless
       ----------------------
       the members of the Committee, any Employee to whom the duties of the
       Committee may be delegated, and the Administrator against any and all
       claims, losses, damages, expenses or liabilities arising from any action
       or failure to act with respect to this Plan, except in the case of
       willful misconduct by the Committee, any of its members, any such
       Employee or the Administrator.

12.6   Employer Information. To enable the Committee and/or Administrator to
       --------------------
       perform its functions, the Company and each Employer shall supply full
       and timely information to the Committee and/or Administrator, as the case
       may be, on all matters relating to the compensation of its Participants,
       the date and circumstances of the Retirement, Disability, death or
       Termination of Employment of its Participants, and such other pertinent
       information as the Committee or Administrator may reasonably require.

--------------------------------------------------------------------------------

                                      -20-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================
                                   ARTICLE 13
                                   ----------
                          Other Benefits and Agreements
                          -----------------------------

13.1   Coordination with Other Benefits. The benefits provided for a Participant
       --------------------------------
       and Participant's Beneficiary under the Plan are in addition to any other
       benefits available to such Participant under any other plan or program
       for employees of the Participant's Employer. The Plan shall supplement
       and shall not supersede, modify or amend any other such plan or program
       except as may otherwise be expressly provided.

                                   ARTICLE 14
                                Claims Procedures
                                -----------------
14.1   Presentation of Claim. Any Participant or Beneficiary of a deceased
       ---------------------
       Participant (such Participant or Beneficiary being referred to below as a
       "Claimant") may deliver to the Committee a written claim for a
       determination with respect to the amounts distributable to such Claimant
       from the Plan. If such a claim relates to the contents of a notice
       received by the Claimant, the claim must be made within sixty (60) days
       after such notice was received by the Claimant. All other claims must be
       made within 180 days of the date on which the event that caused the claim
       to arise occurred. The claim must state with particularity the
       determination desired by the Claimant.

14.2   Notification of Decision. The Committee shall consider a Claimant's claim
       ------------------------
       within a reasonable time, and shall notify the Claimant in writing:

       (a)    that the Claimant's requested determination has been made, and
              that the claim has been allowed in full; or

       (b)    that the Committee has reached a conclusion contrary, in whole or
              in part, to the Claimant's requested determination, and such
              notice must set forth in a manner calculated to be understood by
              the Claimant:

              (i)    the specific reason(s) for the denial of the claim, or any
                     part of it;

              (ii)   specific reference(s) to pertinent provisions of the Plan
                     upon which such denial was based;

              (iii)  a description of any additional material or information
                     necessary for the Claimant to perfect the claim, and an
                     explanation of why such material or information is
                     necessary; and

              (iv)   an explanation of the claim review procedure set forth in
                     Section 14.3 below.

14.3   Review of a Denied Claim. Within sixty (60) days after receiving a notice
       ------------------------
       from the Committee that a claim has been denied, in whole or in part, a
       Claimant (or the Claimant's duly authorized representative) may file with
       the Committee a written request for a review of the denial of the claim.
       Thereafter, but not later than thirty (30) days after the review
       procedure began, the Claimant (or the Claimant's duly authorized
       representative):

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                                      -21-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

       (a)    may review pertinent documents;

       (b)    may submit written comments or other documents; and/or

       (c)    may request a hearing, which the Committee, in its sole
              discretion, may grant.

14.4   Decision on Review. The Committee shall render its decision on review
       ------------------
       promptly, and not later than sixty (60) days after the filing of a
       written request for review of the denial, unless a hearing is held or
       other special circumstances require additional time, in which case the
       Committee's decision must be rendered within 120 days after such date.
       Such decision must be written in a manner calculated to be understood by
       the Claimant, and it must contain:

       (a)    specific reasons for the decision;

       (b)    specific reference(s) to the pertinent Plan provisions upon which
              the decision was based; and

       (c)    such other matters as the Committee deems relevant.

14.5   Legal Action. A Claimant's compliance with the foregoing provisions of
       ------------
       this Article 14 is a mandatory prerequisite to a Claimant's right to
       commence any legal action with respect to any claim for benefits under
       this Plan.

                                   ARTICLE 15
                                      Trust
                                      -----

15.1   Establishment of the Trust. In order to provide assets from which to
       --------------------------
       fulfill the obligations of the Participants and their beneficiaries under
       the Plan, the Company may establish a Trust by a trust agreement with a
       third party, the trustee, to which each Employer may, in its discretion,
       contribute cash or other property, including securities issued by the
       Company, to provide for the benefit payments under the Plan.

15.2   Interrelationship of the Plan and the Trust. The provisions of the Plan
       -------------------------------------------
       and the Plan Agreement shall govern the rights of a Participant to
       receive distributions pursuant to the Plan. The provisions of the Trust
       shall govern the rights of the Employers, Participants and the creditors
       of the Employers to the assets transferred to the Trust. Each Employer
       shall at all times remain liable to carry out its obligations under the
       Plan.

15.3   Distributions From the Trust. Each Employer's obligations under the Plan
       ----------------------------
       may be satisfied with Trust assets distributed pursuant to the terms of
       the Trust, and any such distribution shall reduce the Employer's
       obligations under this Plan.

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                                      -22-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================
                                   ARTICLE 16
                                  Miscellaneous
                                  -------------

16.1   Status of Plan. The Plan is intended to be a plan that is not qualified
       --------------
       within the meaning of Code Section 401(a) and that "is unfunded and is
       maintained by an employer primarily for the purpose of providing deferred
       compensation for a select group of management or highly compensated
       employee" within the meaning of ERISA Sections 201(2), 301(a)(3) and
       401(a)(1). The Plan shall be administered and interpreted to the extent
       possible in a manner consistent with that intent.

16.2   Unsecured General Creditor. Participants and their Beneficiaries, heirs,
       --------------------------
       successors and assigns shall have no legal or equitable rights, interests
       or claims in any property or assets of an Employer. For purposes of the
       payment of benefits under this Plan, any and all of an Employer's assets
       shall be, and remain, the general, unpledged unrestricted assets of the
       Employer. An Employer's obligation under the Plan shall be merely that of
       an unfunded and unsecured promise to pay money in the future.

16.3   Employer's Liability. An Employer's liability for the payment of benefits
       --------------------
       shall be defined only by the Plan and the Plan Agreement, as entered into
       between the Employer and a Participant. An Employer shall have no
       obligation to a Participant under the Plan except as expressly provided
       in the Plan and his or her Plan Agreement.

16.4   Nonassignability. Neither a Participant nor any other person shall have
       ----------------
       any right to commute, sell, assign, transfer, pledge, anticipate,
       mortgage or otherwise encumber, transfer, hypothecate, alienate or convey
       in advance of actual receipt, the amounts, if any, payable hereunder, or
       any part thereof, which are, and all rights to which are expressly
       declared to be, unassignable and non-transferable. No part of the amounts
       payable shall, prior to actual payment, be subject to seizure,
       attachment, garnishment or sequestration for the payment of any debts,
       judgments, alimony or separate maintenance owed by a Participant or any
       other person, be transferable by operation of law in the event of a
       Participant's or any other person's bankruptcy or insolvency or be
       transferable to a spouse as a result of a property settlement or
       otherwise.

16.5   Not a Contract of Employment. The terms and conditions of this Plan shall
       ----------------------------
       not be deemed to constitute a contract of employment between any Employer
       and the Participant. Such employment is hereby acknowledged to be an "at
       will" employment relationship that can be terminated at any time for any
       reason, or no reason, with or without cause, and with or without notice,
       unless expressly provided in a written employment agreement. Nothing in
       this Plan shall be deemed to give a Participant the right to be retained
       in the service of any Employer, either as an Employee or a Director, or
       to interfere with the right of any Employer to discipline or discharge
       the Participant at any time.

16.6   Furnishing Information. A Participant or his or her Beneficiary will
       ----------------------
       cooperate with the Committee by furnishing any and all information
       requested by the Committee and take such other actions as may be
       requested in order to facilitate the administration of the Plan and the
       payments of benefits hereunder, including but not limited to taking such
       physical examinations as the Committee may deem necessary.

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                                      -23-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

16.7   Terms. Whenever any words are used herein in the masculine, they shall be
       -----
       construed as though they were in the feminine in all cases where they
       would so apply; and whenever any words are used herein in the singular or
       in the plural, they shall be construed as though they were used in the
       plural or the singular, as the case may be, in all cases where they would
       so apply.

16.8   Captions. The captions of the articles, sections and paragraphs of this
       --------
       Plan are for convenience only and shall not control or affect the meaning
       or construction of any of its provisions.

16.9   Governing Law. Subject to ERISA, the provisions of this Plan shall be
       -------------
       construed and interpreted according to the internal laws of the State of
       Massachusetts without regard to its conflicts of laws principles.

16.10  Notice. Any notice or filing required or permitted to be given to the
       ------
       Committee under this Plan shall be sufficient if in writing and
       hand-delivered, or sent by registered or certified mail, to the address
       below:

                     LTX Corporation
                     Attention:  Chief Financial Officer
                     University Avenue
                     Westwood, Massachusetts  02090

       Such notice shall be deemed given as of the date of delivery or, if
       delivery is made by mail, as of the date shown on the postmark on the
       receipt for registration or certification.

       Any notice or filing required or permitted to be given to a Participant
       under this Plan shall be sufficient if in writing and hand-delivered, or
       sent by mail, to the last known address of the Participant.

16.11  Successors. The provisions of this Plan shall bind and inure to the
       ----------
       benefit of the Participant's Employer and its successors and assigns and
       the Participant and the Participant's designated Beneficiaries.

16.12  Spouse's Interest. The interest in the benefits hereunder of a spouse of
       -----------------
       a Participant who has predeceased the Participant shall automatically
       pass to the Participant and shall not be transferable by such spouse in
       any manner, including but not limited to such spouse's will, nor shall
       such interest pass under the laws of intestate succession.

16.13  Validity. In case any provision of this Plan shall be illegal or invalid
       --------
       for any reason, said illegality or invalidity shall not affect the
       remaining parts hereof, but this Plan shall be construed and enforced as
       if such illegal or invalid provision had never been inserted herein.

16.14  Incompetent. If the Committee determines in its discretion that a benefit
       -----------
       under this Plan is to be paid to a minor, a person declared incompetent
       or to a person incapable of handling the disposition of that person's
       property, the Committee may direct payment of such benefit to the
       guardian, legal representative or person having the care and custody of
       such minor, incompetent or incapable person. The Committee may require
       proof of minority, incompetence, incapacity or guardianship, as it may
       deem appropriate prior to distribution of the benefit. Any payment of a
       benefit shall be a payment for the account of the Participant and the
       Participant's Beneficiary, as

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                                      -24-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

       the case may be, and shall be a complete discharge of any liability under
       the Plan for such payment amount.

16.15  Court Order. The Committee is authorized to make any payments directed by
       -----------
       court order in any action in which the Plan or the Committee has been
       named as a party. In addition, if a court determines that a spouse or
       former spouse of a Participant has an interest in the Participant's
       benefits under the Plan in connection with a property settlement or
       otherwise, the Committee, in its sole discretion, shall have the right,
       notwithstanding any election made by a Participant, to immediately
       distribute the spouse's or former spouse's interest in the Participant's
       benefits under the Plan to that spouse or former spouse.

16.16  Distribution in the Event of Taxation.
       -------------------------------------

       (a)    In General. If, for any reason, all or any portion of a
              ----------
              Participant's benefits under this Plan becomes taxable to the
              Participant prior to receipt, a Participant may petition the
              Committee before a Change in Control, or the trustee of the Trust
              after a Change in Control, for a distribution of that portion of
              his or her benefit that has become taxable. Upon the grant of such
              a petition, which grant shall not be unreasonably withheld (and,
              after a Change in Control, shall be granted), a Participant's
              Employer shall distribute to the Participant immediately available
              funds in an amount equal to the taxable portion of his or her
              benefit (which amount shall not exceed a Participant's unpaid
              vested Account Balance under the Plan). If the petition is
              granted, the tax liability distribution shall be made within 90
              days of the date when the Participant's petition is granted. Such
              a distribution shall affect and reduce the benefits to be paid
              under this Plan.

       (b)    Trust. If the Trust terminates in accordance with its terms and
              -----
              benefits are distributed from the Trust to a Participant in
              accordance therewith, the Participant's benefits under this Plan
              shall be reduced to the extent of such distributions.

16.17  Insurance. The Employers, on their own behalf or on behalf of the trustee
       ---------
       of the Trust, and, in their sole discretion, may apply for and procure
       insurance on the life of the Participant, in such amounts and in such
       forms as the Trust may choose. The Employers or the trustee of the Trust,
       as the case may be, shall be the sole owner and beneficiary of any such
       insurance. The Participant shall have no interest whatsoever in any such
       policy or policies, and at the request of the Employers shall submit to
       medical examinations and supply such information and execute such
       documents as may be required by the insurance company or companies to
       whom the Employers have applied for insurance.

16.18  Legal Fees To Enforce Rights After Change in Control. The Company and
       ----------------------------------------------------
       each Employer is aware that upon the occurrence of a Change in Control,
       the Board or the board of directors of a Participant's Employer (which
       might then be composed of new members) or a shareholder of the Company or
       the Participant's Employer, or of any successor corporation might then
       cause or attempt to cause the Company, the Participant's Employer or such
       successor to refuse to comply with its obligations under the Plan and
       might cause or attempt to cause the Company or the Participant's Employer
       to institute, or may institute, litigation seeking to deny Participants
       the benefits intended under the Plan. In these circumstances, the purpose
       of the Plan could be

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                                      -25-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

     frustrated. Accordingly, if, following a Change in Control, it should
     appear to any Participant, in his or her sole discretion, that the Company,
     the Participant's Employer or any successor corporation has failed to
     comply with any of its obligations under the Plan or any agreement
     thereunder or, if the Company, such Employer or any other person takes any
     action to declare the Plan void or unenforceable or institutes any
     litigation or other legal action designed to deny, diminish or to recover
     from any Participant the benefits intended to be provided, then the
     Participant may retain counsel of his or her choice at the expense of the
     Company and the Participant's Employer (who shall be jointly and severally
     liable) to represent such Participant in connection with the initiation or
     defense of any litigation or other legal action, whether by or against the
     Company, the Participant's Employer or any director, officer, shareholder
     or other person affiliated with the Company, the Participant's Employer or
     any successor thereto in any jurisdiction.

IN WITNESS WHEREOF, the Company has signed this Plan document as of __________,
2001.

                                    "Company"
                                    LTX Corporation, a Massachusetts corporation

                                    By: __________________________________
                                    Title: _______________________________






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                                      -26-

<PAGE>

LTX Corporation
Deferred Compensation Plan
Master Plan Document
================================================================================

                                   APPENDIX A

Chief Executive Officer
Chief Financial Officer
Vice President of Human Resources

--------------------------------------------------------------------------------

                                      -27-


</TEXT>
</DOCUMENT>
