EXHIBIT 10.66
MCI, INC.
DEFERRED STOCK UNIT
PLAN
The MCI, Inc. Deferred Stock Unit
Plan (the “Plan”) is established and maintained by MCI,
Inc. (the “Company”), effective on the date that all
conditions to the effectiveness of the Company’s plan of
reorganization have been satisfied or waived, to permit Eligible
Employees to defer receipt of certain compensation.
ARTICLE I
DEFINITIONS
Wherever used herein the following
terms shall have the meanings hereinafter set forth:
1.1. “ Affiliate
” means a subsidiary or other affiliate of the
Company.
1.2. “ Committee
” means the Compensation Committee of the Company’s
Board of Directors or such other Committee as may be appointed by
the Board of Directors of the Company from time to time.
1.3. “ Company ”
means MCI, Inc. or any successor corporation or other
entity.
1.4. “ Deferral Form
” means a written or electronic form provided by the
Committee pursuant to which an Eligible Employee may elect to defer
amounts under the Plan.
1.5. “ Deferred Stock Unit
Account ” means a bookkeeping account established under
the Plan for each Participant electing to defer a Stock Unit Award
under Section 3.1.
1.6. “ Eligible
Employee ” means an Employee who is designated by the
Committee as eligible to participate in the Plan. Eligibility shall
be limited to a “select group of management or highly
compensated employees,” as such phrase is defined under
ERISA. The Committee shall notify any Employee of his status as an
Eligible Employee at such time and in such manner as the Committee
shall determine. Any determination of the Committee regarding
whether an Employee is an Eligible Employee shall be final and
binding for all Plan purposes.
1.7. “ Employee ”
means an individual who is an employee of the Company or its
Affiliates. The term “Employee” shall not include a
person designated by the Company or its Affiliates as an
independent contractor, leased employee, or consultant, even if
such person is determined to be an “employee” by any
governmental or judicial authority.
1.8. “ ERISA ”
means the Employee Retirement Income Security Act of 1974, as
amended.
1.9. “ Participant
” means an Eligible Employee who elects to defer amounts
under the Plan.
1.10. “ Plan ”
means the MCI, Inc. Deferred Stock Unit Plan, as set forth herein
and as amended from time to time.
1.11. “ Plan Year
” means January 1 through December 31.
1.12. “ Shares ”
means shares of Company common stock.
1.13. “ Stock Unit
” means a stock unit, as defined under the MCI, Inc. 2003
Management Restricted Stock Plan.
1.14. “ Stock Unit
Award ” means an award of Stock Units granted by the
Company to an Eligible Employee under the MCI, Inc. 2003 Management
Restricted Stock Plan.
1.15. “ Vesting Date
” means the date a Stock Unit is scheduled to vest, entitling
the Stock Unit grantee to distribution of a Share in settlement of
the Stock Unit.
ARTICLE II
PARTICIPATION
Any Eligible Employee may elect to
participate in the Plan by making a deferral election under Section
3.1.
ARTICLE III
STOCK UNIT
DEFERRALS
3.1 Deferrals of Stock Units
. An Eligible Employee may elect to defer receipt of all or a
portion of the Shares issuable under a Stock Unit Award by
completing and submitting a Deferal Form in accordance with
procedures established by the Committee. Any such election shall be
effective only if it is made at least 6 months before, and in the
year prior to the year containing, the date the portion of the
Stock Units to be deferred vests. Any such election shall be
permitted only if and to the extent the terms of the agreement
governing the Stock Unit Award permit such a deferral.
3.2 Election Irrevocable .
Once an election to defer is made by a Participant under Section
3.1, it shall be permanent and irrevocable.
3.3 Crediting of Deferrals .
A Participant’s Deferred Stock Unit Account shall be credited
with a number of notional Shares equal to the number of Shares
deferred under Section 3.1 as soon as practicable after the Shares
would have been received by the Participant absent the deferral
election. A Participant shall at all times be 100% vested in any
amounts credited to his Deferred Stock Unit Account. Nothing in
this Section or otherwise in the Plan, however, will require the
Company to actually invest amounts credited to a
Participant’s Deferred Stock Unit Account in Shares or
otherwise.
3.4 Adjustments to Accounts .
If there shall be any change in the Shares through merger,
consolidation, reorganization, recapitalization, stock dividend,
stock split, reverse stock split, split up, spin-off, combination
of shares, exchange of shares, dividend in kind or other like
change in capital structure or distribution (other than regular
cash dividends) to shareholders of the Company, an adjustment shall
be made to the number and kind of securities credited to a
Participant’s Deferred Stock Unit Account such that each such
Account shall be credited with such securities, cash and/or other
property as would have been received in respect of the Shares
credited to the Account immediately prior to such change or
distribution, and such an adjustment shall be made successively
each time any such change shall occur. The Committee has the
authority and discretion to make such adjustments in an equitable
manner. Any cash or property other than Shares credited to a
Participant’s Deferred Stock Unit Account in accordance with
this Section shall be paid in the form and at the time determined
by the Committee.
3.5 Dividend Equivalent
Rights . An amount equal to any regular cash dividend which
would have been received had the amounts credited to the
Participant’s Deferred Stock Unit Account actually been
invested in Shares will be paid to the Participant as soon as
practicable after such dividend would have been paid.
3.6 Distribution of Deferred
Stock Unit Accounts . When a Participant elects to defer
receipt of Shares under Section 3.1, he shall also elect a date for
distribution of the deferred Shares (the “Distribution
Date”). Distribution of Shares will be made as soon as
practicable after the Distribution Date. The Distribution Date may
be either (a) the fourth January 1 following the Vesting Date for
the related Stock Units, (b) the sixth January 1 following the
Vesting Date for the related Stock Units, or (c) the date the
Participant terminates employment with the Company and its
Affiliates. Notwithstanding the Participant’s elected
Distribution Date(s), all Shares credited to the
Participant’s Deferred Stock Unit Account shall be
distributed as soon as practicable after the Participant terminates
employment with the Company and its affiliates.
2
3.7 Distributions Upon Death
. If a Participant dies before distribution of all Shares credited
to his Deferred Stock Unit Account, any remaining Shares shall be
distributed as soon as practicable to the beneficiary designated by
the Participant in a writing delivered to the Committee prior to
death. If a Participant has not designated a beneficiary or if no
designated beneficiary is living on the date of death, such Shares
shall be distributed to the Participant’s estate.
3.8 Manner of Payment . All
distributions under this Article III shall be in the form of
Shares, provided that the value of any fractional Share deemed held
in a Participant’s Deferred Stock Unit Account, shall be paid
in cash. The value of a fractional Share shall be determined for
this purpose by the Committee.
3.9 Restrictions on Shares .
Shares distributed under the Plan shall be subject to the same
restrictions on sale, transfer, and disposition that would have
applied to any Shares a Participant was to receive upon settlement
of his Stock Units under the terms of the agreement governing the
Stock Unit Award.
ARTICLE IV
ADMINISTRATION
4.1 General Administration .
The Committee shall be responsible for the operation and
administration of the Plan and for carrying out the provisions
hereof. Any matter requiring interpretation of any Plan provision
shall be made in the sole and absolute discretion of the Committee,
which interpretation shall be final and conclusive on any party.
The Committee shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports furnished by
any actuary, accountant, controller, counsel or other person
employed or engaged by the Company with respect to the
Plan.
4.2 Effect of Taxation . Any
provision of the Plan shall cease to be operable and any action
which may be taken under the terms of the Plan
