Exhibit 10.4
HUNTSMAN OUTSIDE
DIRECTORS
ELECTIVE DEFERRAL
PLAN
This Elective Deferral Plan of
Huntsman Corporation is effective as of January 1, 2006 except
as otherwise provided in this Plan.
ARTICLE I
NAME
1.1
Name . The Plan shall be known as the
“HUNTSMAN OUTSIDE DIRECTORS ELECTIVE DEFERRAL PLAN” and
is hereinafter sometimes referred to as the
“Plan”.
ARTICLE II
PURPOSE
2.1
Purpose . This Plan has been created for the
primary purpose of providing outside directors of the Employer with
the ability to defer the receipt of director fees.
ARTICLE III
DEFINITIONS
When used herein, the following
words shall have the meanings indicated, unless the context clearly
indicates otherwise:
3.1
Account . The word “ACCOUNT” shall
mean the Deferral Account described in Section 5.1.
3.2
Beneficiary
. The word
“BENEFICIARY” shall mean the person or persons entitled
to receive benefits upon the death of a Director under this
Plan.
3.3
Code . The word “CODE” shall mean
the Internal Revenue Code of 1986, as amended.
3.4
Commencement Date.
The words “Commencement
Date” shall mean the Termination Date of the
Director.
3.5
Deferral Account
. The words “DEFERRAL
ACCOUNT” shall mean the account maintained on the books of
the Employer as described in Section 5.1.
3.6
Director . The word “DIRECTOR” shall
mean an Eligible Person who has become a participant in the
Plan.
3.7
Directors Fees
. The words “DIRECTORS
FEES” with respect to a Director shall mean the total amount
payable in cash to the Director for services as a member or
committee member of the Board of Directors of the
Employer.
3.8
Effective Date
. The “EFFECTIVE
DATE” of this Plan shall be January 1, 2006.
3.9
Eligible Person.
The words “Eligible
Person” shall mean any member of the Board of Directors of
the Employer receiving Directors Fees who is not an employee of the
Employer or any of its affiliates.
3.10
Employer . The word “EMPLOYER” shall
mean Huntsman Corporation or any successor thereof, if its
successor shall adopt this Plan.
3.11
Plan . The word “PLAN” shall mean
the Elective Deferral Plan set forth in and by this document, as
the same may be amended from time to time.
3.12
Plan Administrator
. The words “Plan
Administrator” shall mean the person or committee designated
by the Employer to administer this Plan. In the absence of an
effective designation, it shall mean the Employer.
3.13
Plan Year . The words “PLAN YEAR” shall
mean the calendar year.
3.14
Termination Date
. The words “TERMINATION
DATE” shall mean the date a Director ceases to be a member of
the Board of Directors of the Employer for any reason whatsoever,
voluntary or involuntary, other than death; provided, however, if
the Plan Administrator determines that the Director has not
experienced a “separation from service” within the
meaning of Code Section 409A(a)(2)(A)(i) on the date that
would otherwise be a Termination Date hereunder, then the
“Termination Date” for purposes of the Plan shall be
the first date thereafter as of which the Director has experienced
a separation from service within the meaning of Code
Section 409A(a)(2)(A)(i).
3.15
Unforeseeable
Emergency. The
words “Unforeseeable Emergency” of a Director shall
mean a severe financial hardship to the Director resulting from an
illness or accident of the Director, the spouse of the Director or
a dependent (within the meaning of Code Section 152(a)) of the
Director, loss of the Director’s property due to casualty or
other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Director as
determined by the Plan Administrator to be an “unforeseeable
emergency” within the meaning of Code
Section 409A(a)(2)(B)(ii).
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ARTICLE IV
ELIGIBILITY
4.1
Participation
. Each Eligible Person shall
be eligible to participate in this Plan as of the later of
January 1, 2006 or the first day of the month coincident with
or immediately following the date he or she becomes an Eligible
Person. A Director shall cease to be eligible to make further
elective deferrals under this Plan at such time as the Director
ceases to be an Eligible Person.
4.2
Elections.
A Director may make an election once
each Plan Year to defer receipt of all or a portion of the
Directors Fees payable to the Director with respect to the Plan
Year and such election may not be modified during the Plan
Year. The election for a Plan Year must be made prior to the
beginning of the Plan Year. Notwithstanding the
foregoing, an individual who first becomes an Eligible Person
during a Plan Year may make an election within 30 days of the date
the Eligible Person became a member of the Board of Directors,
which election shall apply with respect to Directors Fees payable
with respect to such Plan Year under rules established by the
Plan Administrator. An election expires at the end of the
Plan Year to which it relates.
ARTICLE V
ACCOUNTS
5.1
Establishment and Determination
of Elective Account . The Employer shall establish an Elective
Deferral Account on its books for each Director. The Deferral
Account balance of a Director shall be credited with each of the
following:
(a)
Elective Deferral
Contribution . The
Employer shall credit to the Deferral Account of the Director the
amount specified by the election of the Director under
Section 4.2 at the time the Directors Fees would otherwise
have been paid to the Director. The Director Fees actually
paid to the Director for the period by the Employer shall be
reduced by the amount credited to the Deferral Account under this
Section 5.1(a).
(b)
Earnings . As of the end of each month, and as of
the date the benefit is payable under Article VI, the Employer
shall adjust the Deferral Account of a Director under
rules established by the Plan Administrator to reflect the
increase or decrease that would have been incurred by the account
since the last day of the preceding month if the account had been
invested for the applicable period in the investments selected in
advance by the Director from those made available by the Plan
Administrator, or to the extent no selection has properly been
made, by adjusting the
