Exhibit 10.7
MORRIS COMMUNICATIONS COMPANY,
LLC
DEFERRED COMPENSATION PLAN FOR
DEFERRALS
ARTICLE I
INTRODUCTION
1.1 Purpose Of Plan . The
Employer has adopted the Plan set forth herein to provide a means
by which certain employees may elect to defer receipt of designated
percentages or amounts of their Compensation.
1.2 Status Of Plan . The Plan
is intended to be “a plan which 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
employees” within the meaning of Sections 201(2) and
301(a)(3) of the Employee Retirement Income Security Act of 1974
(“ERISA”), and shall be interpreted and administered to
the extent possible in a manner consistent with that
intent.
ARTICLE II
DEFINITIONS
Wherever used herein, the following
terms have the meanings set forth below, unless a different meaning
is clearly required by the context:
2.1 “Account” means, for
each Participant, the account established for his or her benefit
under Section 5.1. Such Account shall include both salary and bonus
deferrals.
2.2 “Code” means the
Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes
reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.
2.3 “Compensation” means
the annual bonus and the base salary of a Participant. The Board
Committee, in its sole discretion, shall designate from time to
time the maximum percentage of base salary and bonus that can be
deferred under the Plan. Such designation shall be listed in
Appendix A. For purposes of the Plan, Compensation shall be
determined before giving effect to Elective Deferrals and other
salary reduction amounts which are not included in the
Participant’s gross income under Code Sections 125, 401(k),
402(h) or 403(b).
2.4 “Corporation” or
“Company” means the Employer.
2.5 “Effective Date”
means October 1, 2003.
2.6 “Election Form”
means the participation election form as approved and prescribed by
the Plan Administrator.
2.7 “Elective Deferral”
means the portion of Compensation which is deferred by a
Participant under Article IV.
2.8 “Eligible Employee”
means: Any member of management or highly compensated employee
specifically designated by the President of the Company.
2.9 “Employer” means
Morris Communications Company, LLC, any successor to all or a major
portion of the Employer’s assets or business which assumes
the obligations of the Employer, and each other entity that is
affiliated with the Employer whose employees, with the consent of
the Employer, are eligible, as provided under Section 2.8, to
participate in the Plan.
2.10 “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from
time to time. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of
any legislation which amends, supplements or replaces such section
or subsection.
2.11 “Management
Committee” means a committee of the Board of Directors of the
Employer that has been delegated authority over the Plan; or in
absence of such a committee, the Management Committee means the
Board of Directors of the Employer.
2.12 “Insolvency” means
either (i) the Employer is unable to pay its debts as they become
due, or (ii) the Employer is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.
2.13 “Participant” means
any Eligible Employee who participates in the Plan in accordance
with Article III.
2.14 “Plan” means Morris
Communications Company Deferred Compensation Plan For Deferrals and
all amendments thereto.
2.15 “Plan
Administrator” means the person, persons or entity designated
by the Employer under Article VIII to oversee the administration of
the Plan. If no such person or entity is so serving at any time,
the Employer shall be the Plan Administrator.
2.16 “Plan Year” means
the 12-month period beginning on January 1 and ending on December
31 of each year, except for the first plan year which begins on the
Effective Date, and ends on December 31 st , 2003.
2.17 “Recordkeeper”
means the person(s) or entity appointed or hired by the Management
Committee under Section 8.1.
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2.18 “Total And Permanent
Disability” means the inability of a Participant to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months, and the permanence
and degree of which shall be supported by medical evidence
satisfactory to the Plan Administrator.
2.19 “Trust” means the
trust established by the Employer that identifies the Plan as a
plan with respect to which assets are to be held by the Trustee.
Plan assets in the trust are subject to the general creditors of
the Employer in the event of Insolvency.
2.20 “Trustee” means the
trustee or trustees under the Trust.
2.21 “Valuation Option”
means the performance of the investment funds listed in Appendix B
of the Plan.
ARTICLE III
PARTICIPATION
3.1 Commencement Of
Participation . Any Eligible Employee who elects to defer part
of his or her Compensation in accordance with Article IV shall
become a Participant in the Plan as of the date such deferrals
commence in accordance with such Article.
3.2 Continued Participation .
A Participant in the Plan shall continue to be a Participant so
long as any amount remains credited to his or her Account. However,
future deferrals under the Plan may be made only if such
Participant continues to be an Eligible Employee under the
Plan.
ARTICLE IV
ELECTIVE DEFERRALS
4.1 Elective Deferrals . An
individual who is an Eligible Employee on the Effective Date may,
by completing an Election Form and filing it with the Plan
Administrator by the end of the first month following the Effective
Date, elect to defer the receipt of a portion of one or more
payments of Compensation for a period of at least one Plan Year and
on such terms as the Management Committee may permit. Thereafter,
any Eligible Employee may elect to defer the receipt of a
percentage or dollar amount of one or more payments of Compensation
for a period of a least one Plan Year and on such terms as the
Management Committee may permit, commencing with Compensation paid
in the next succeeding Plan Year, by completing an Election Form
during the annual enrollment period for the Plan as determined by
the Plan Administrator.
An Eligible Employee may elect a
deferral period of any number of Plan Years up to but not exceeding
termination of employment or Total And Permanent
Disability.
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No Participant may defer more than
the portion of his or her Compensation designated by the Management
Committee in Appendix A. A Participant’s Compensation shall
be reduced in accordance with the Participant’s election
hereunder and amounts deferred hereunder shall be paid by the
Employer to the Trust as soon as administratively feasible and
credited to the Participant’s Account as of the date the
amounts are received by the Trustee.
4.2 Investment Election . An
individual who is an Eligible Employee and elects to defer
Compensation under this Plan shall elect to have his or her Account
valued based on the Valuation Option represented by the performance
of one or more of the investment funds listed in Appendix B of the
Plan. Such Appendix B may be amended at any time by an action of
the Management Committee. If a Participant does not elect a
Valuation Option for his or her Account, the Account shall be
valued based on the Valuation Option represented by the performance
of Fund A. A participant may change his or her selection of
Valuation Options on any date to be effective on the first business
day of the next month that commences more than four (4) business
days following delivery of such selection to the Plan
Administrator.
ARTICLE V
ACCOUNTS
5.1 Accounts . The Plan
Administrator and/or the Recordkeeper shall establish an Account
for each Participant reflecting his or her Elective Deferrals made
for the Participant’s benefit together with any adjustments
for income, gain or loss and any payments from the Account. The
Plan Administrator and/or the Recordkeeper shall establish
sub-accounts for each Participant that has more than one election
in effect under Section 7.1 and such other sub-accounts as are
necessary for the proper administration of the Plan. As of the last
business day of each calendar quarter, the Plan Administrator shall
provide, or cause to be provided, the Participant with a statement
of his or her Account reflecting the income, gains and losses
(realized and unrealized), amounts of deferrals, fund transfers and
distributions of such Account since the prior statement.
5.2 Investments . The assets
of the Trust shall be invested as provided in Article IV of the
Trust Agreement. The Trustee may (but is not required to) consider
the Employer’s or a Participant’s investment
preferences when investing the assets attributable to a
Participant’s Account.
ARTICLE VI
VESTING
6.1 Vesting . A Participant
shall be vested in, i.e., shall have a nonforfeitable right to,
funds only when such funds are due and payable by Employer. A
Participant shall be immediately vested in, i.e., shall have a
nonforfeitable right to, all Elective Deferrals, and all income and
gain attributable thereto, credited to his or her
Account.
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ARTICLE VII
PAYMENTS
7.1 Election As To Form Of
Payment . Payments to Participants shall be made in annual
installments over a period of 10 years commencing between January 2
and March 15 immediately following the end of each deferral period.
The amount of e
