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EXHIBIT 10.23
GENUINE PARTS COMPANY
DIRECTORS' DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 2003)
ARTICLE 1
ESTABLISHMENT OF PLAN
1.01 Background of
Plan. Genuine Parts Company (the "Company") established a
deferred compensation plan known as the "Genuine Parts Company
Directors' Deferred Compensation Plan", effective as of November
1,
1996. Effective as of January 1, 2003, the Plan is continued in
an
amended and restated form. The amended and restated Plan, as set
forth
in this document, will be effective for Fees payable in 2003 or
thereafter.
1.02 Status of Plan.
The Plan is intended to be a nonqualified, unfunded
plan of deferred compensation under the Internal Revenue Code of
1986,
as amended. Although the plan is unfunded for tax purposes, the
Company
may establish a trust under Revenue Procedure 92-64 to provide
benefits
under the Plan. (See Section 1.03).
1.03 Establishment of
Trust. As noted in Section 1.02, the Company may
establish a trust to fund benefits provided under the terms of the
Plan
(the "Trust"). It is intended that a transfer of assets into the
Trust
will not generate taxable income (for federal income tax purposes)
to
the Participants until such assets are actually distributed or
otherwise made available to the Participants.
1.04 Purpose. The
purpose of the Plan is to permit Directors to defer Fees
they receive from the Company and, through the Stock Account,
give
Directors the opportunity to further align their interests with
the
interests of the Company's shareholders.
ARTICLE 2
DEFINITIONS
2.01 Definitions.
Certain terms of the Plan have defined meanings set forth
in this Article and which shall govern unless the context in which
they
are used clearly indicates that some other meaning is intended.
Accounts. The Variable Rate Account and the Stock Account, as
defined
below.
Beneficiary. Any person or persons designated by a Participant,
in
accordance with procedures established by the Committee or Plan
Administrator, to receive benefits hereunder in the event of
the
Participant's death. If any Participant shall
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fail to designate a Beneficiary or shall designate a Beneficiary
who
shall fail to survive the Participant, the Beneficiary shall be
the
Participant's surviving spouse, or, if none, the Participant's
surviving descendants (who shall take per stirpes) and if there are
no
surviving descendants, the Beneficiary shall be the
Participant's
estate.
Board. The Board of Directors of the Company.
Committee. The Executive Committee of the Board or its designee
that
will administer and interpret the terms of the Plan.
Common Stock. The $1.00 par value common stock of the Company.
Company. Genuine Parts Company and its corporate successors.
Director. A member of the Board.
Director Fees. The fees that the Company pays a Director to serve
as a
member of the Board other than Meeting Fees.
Effective Date. The
amended and restated Plan will be effective for
Fees payable in 2003 or thereafter.
Election Form. A form, substantially in the form attached hereto
as
Exhibit A, pursuant to which a Director elects to defer Fees under
the
Plan.
Election Date. The date established by the Plan as the date by
which a
Participant must submit a valid Election Form to the Plan
Administrator
in order to participate in the Plan for a calendar year. For
each
calendar year, the Election Date is December 31 of the
preceding
calendar year; provided, however, that the Election Date for a
newly
eligible Participant shall be the 30th day following the date on
which
such individual becomes a Director.
Fair Market Value. The average highest and lowest quoted selling
prices
of a share of Common Stock as traded on the New York Stock Exchange
on
a given date, or if the Common Stock was not traded on such day,
then
on the next preceding trading date on which the Common Stock
was
traded.
Fees. Director Fees and Meeting Fees.
Meeting Fees. The Fees that the Company pays a Director for
attendance
at meetings of the Board or committees of the Board.
Participant. Any Director who is participating in the Plan.
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Plan. The Genuine Parts Company Directors' Deferred Compensation
Plan
as set forth in this document together with any subsequent
amendments
hereto.
Plan Administrator. The Treasurer of the Company or such other
individual(s) appointed by the Committee.
Stock Account. The account established by the Company for each
Participant for Fees deferred pursuant to the Plan, the performance
and
value of which shall be measured by reference to the Fair Market
Value
of the Common Stock from time to time. The maintenance of
individual
Stock Accounts is for bookkeeping purposes only.
Termination of Service. A Termination of Service occurs when a
Participant ceases to serve as a Director for any reason.
Transfer Form. A form, substantially in the form attached hereto
as
Exhibit B, pursuant to which a Director elects to transfer
amounts
between his Accounts.
Variable Rate Account. The account established by the Company for
each
Participant for Fees deferred pursuant to the Plan and which shall
be
credited with interest on the last day of each month (or such other
day
as determined by the Plan Administrator) based on the "prime
rate"
published in the Wall Street Journal on the last business day of
such
month (or on any other date for which interest is credited to
the
Variable Rate Account). The maintenance of individual Variable
Rate
Accounts is for bookkeeping purposes only.
ARTICLE
3
PARTICIPATION
3.01 Election to
Participate. Each Director is automatically eligible to
participate in the Plan. A Director may participate in the Plan
by
delivering a properly completed and signed Election Form to the
Plan
Administrator on or before the Election Date. The Director's
participation in the Plan will be effective as of the first day of
the
calendar year beginning after the Plan Administrator receives
the
Director's Election Form, or, in the case of a newly eligible
Participant, on the first day of the calendar month beginning after
the
Plan Administrator receives such Director's Election Form. A
Participant shall not be entitled to any benefit hereunder unless
such
Participant has properly completed an Election Form and deferred
the
receipt of his or her Fees pursuant to the Plan.
3.02 Voluntary
Termination of Election Form. A Participant may terminate his
or her Election Form at any time. Such termination will be
effective on
the first day of the calendar quarter after the Participant
notifies
the Plan Administrator of the Participant's termination of the
Election
Form. If a Participant terminates his or
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her Election Form, however, the Participant may not activate a
new
Election Form to defer his or her Fees for the remainder of the
calendar year in
which the Participant's former Election Form was
terminated. However, effective as of the first day of the
following
calendar year or the first day of any subsequent calendar year,
the
Participant may deliver a new Election Form and thereby defer
the
receipt of any future Fees attributable to the service on the
Board.
Such new Election Form shall be effective only for Fees applicable
to
the Participant's service on the Board after the first day of
the
calendar year following the Plan Administrator's receipt of the
Participant's new Election Form. Any Fees deferred prior to the
termination of the Election Form shall remain subject to the
original
Election Form and the Plan.
3.03 Continuation of
Election Form. Prior to the commencement of each
calendar year, a Participant shall have the right, by executing
and
delivering to the Plan Administrator a new Election Form, to modify
the
dollar amount or percentage of his or her Fees which are deferred
under
the Plan. If the Participant fails to deliver a new Election Form
prior
to the commencement of the new calendar year, the Participant's
Election Form in effect during the previous calendar year shall
continue in effect during the new calendar year.
3.04 Automatic
Termination of Election Form. A Participant's Election Form
will automatically terminate at the earlier of (i) the
Participant's
Termination of Service, or (ii) the termination of the Plan.
3.05 No Right to
Continue as a Director. Nothing contained in the Plan shall
be deemed to give any Director the right to be retained as a
Director
of the Company.
ARTICLE 4
PLAN BENEFITS
4.01 Deferred Fees. A
Director may elect to defer (i) all of his or her
Director Fees, (ii) all of his or her Meeting Fees, or (ii) all of
his
or her Director Fees and Meeting Fees to his or her Variable
Rate
Account and/or Stock Account in accordance with the terms of the
Plan
and the Election Form. A Director cannot defer only a portion of
his or
her Director Fees or only a portion of his or her Meeting Fees
under
the Plan. For bookkeeping purposes, the amount of the Fees which
the
Director elects to defer pursuant to the Plan shall be transferred
to
and held in individual Accounts.
4.02 Time of Election
of Deferral. A Director who wishes to defer Fees for a
calendar year must irrevocably elect to do so on or prior to
the
Election Date for such calendar year, by delivering a valid
Election
Form to the Plan Administrator. The Election Form shall indicate:
(i)
the Fees to be deferred; and (ii) the portion of the deferral to
be
credited to the Participant's Variable Rate Account and Stock
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Account, respectively. Amounts to be deferred shall be credited to
the
Participant's Variable Rate Account and or Stock Account, as
applicable, as of the date such Fees are otherwise payable.
4.03 Accounts.
(a) Variable
Rate Account. Amounts in a Participant's Variable
Rate Account will be credited with interest as of the last day
of each month (or such other day as determined by the Plan
Administrator) based on the "prime rate" published in the Wall
Street Journal on the last business day of such month (or any
other date for which interest is credited to the Variable Rate
Account).
(b) Stock
Account. Amounts in a Participant's Stock Account are
invested in units based on Common Stock. Amounts deferred into
a Stock Account are recorded as units of Common Stock, and
fractions thereof, with one unit equating to a single share of
Common Stock. Thus, the value of one unit shall be the Fair
Market Value of a single share of Common Stock. The use of
units is merely a bookkeeping convenience; the units are not
actual shares of Common Stock. However, the trustee of the
Trust may elect to purchase actual shares of Common Stock,
which Common Stock, under grantor trust rules, will be treated
as owned by the Company. As described below in Section 4.05, a
Participant may elect to have some or all of the value of his
or her Stock Account distributed in actual shares of Common
Stock. The maximum number of Common Stock units that may be
allocated by deferral of Fees to Stock Accounts under the Plan
is 100,000.
(c)
Sub-Accounts. To the extent required for bookkeeping purposes,
a Participant's Variable Rate Account and Stock Account will
be subdivided to reflect deferred Fees on a year-by-year
basis. For example, a 2003 Variable Rate Sub-Account, a 2004
Variable Rate Sub-Account, a 2003 Stock Sub-Account, a 2004
Stock Sub-Account, and so on.
4.04 Investment in
the Stock Account and Transfers Between Accounts.
(a) Election
Into the Stock Account. If a Participant elects to
defer Fees into his or her Stock Account, his or her Stock
Account shall be credited, as of the date described in Section
4.02, with that number of units of Common Stock, and fractions
thereof, obtained by dividing the dollar amount to be deferred
into the Stock Account by the Fair Market Value of the Common
Stock as of such date.
(b) Transfers
Between Accounts. Except as provided in the
remainder of this paragraph (b), a Participant may, by
delivering a valid Transfer Form to
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the Plan Administrator, direct that all or any portion,
designated as a whole dollar amount or as a number of whole
units, of the existing balance of one of his or her Accounts
be transferred to his or her other Account. However, a
Participant may not effect "opposite way" transfers between
his or her Accounts more often than once in any six-month
period. A transfer shall be effective as of the next day on
which the Common Stock is traded on the New York Stock
Exchange following the Plan Administrator's receipt of the
Transfer Form (the "Transfer Date").
(c) Transfer
Into the Stock Account. If a Participant elects
pursuant to Section 4.04(b) to transfer an amount from his or
her Variable Rate Account to his or her Stock Account, then
effective as of the election's Transfer Date, (i) his or her
Stock Account shall be credited with that number of units of
Common Stock, and fractions thereof, obtained by dividing the
dollar amount elected to be transferred by the Fair Market
Value of the Common Stock on the business day immediately
preceding the election's Transfer Date; and (ii) his or her
Variable Rate Account shall be reduced by the amount elected
to be transferred.
(d) Transfer
Out of the Stock Account. If a Participant elects
pursuant to Section 4.04(b) to transfer an amount from his or
her Stock Account to his or her Variable Rate Account, then
effective as of the election's Transfer Date, (i) his or her
Variable Rate Account shall be credited with a dollar amount
equal to the amount obtained by multiplying the number of
units to be transferred by the Fair Market Value of the Common
Stock on the business day immediately preceding the election's
Transfer Date; and (ii) his or her Stock Account shall be
reduced by the number of units elected to be transferred.
(e) Dividend
Equivalents. Effective as of the payment date for
each cash dividend on the Common Stock, the Stock Account of
each Participant who had a balance in his or her Stock Account
on the record date for such dividend shall be credited with a
number of units of Common Stock, and fractions thereof,
obtained by dividing (i) the aggregate dollar amount of such
cash dividend payable
