EXHIBIT 4.3
MCI, INC.
DEFERRED STOCK UNIT PLAN
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.
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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 Deferral
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
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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.
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.
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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 (including without l
