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EXHIBIT
10.3
AK STEEL
CORPORATION
DIRECTORS’ DEFERRED
COMPENSATION PLAN
(as amended and restated
as of October 18, 2007)
AK STEEL
CORPORATION
DIRECTORS’ DEFERRED
COMPENSATION PLAN
ARTICLE I: INTRODUCTION
AND PURPOSE
AK Steel Holding Corporation and AK
Steel Corporation (“Company”) hereby amends and
restates the AK Steel Corporation Directors’ Deferred
Compensation Plan (“Plan”), effective as of
October 18, 2007. The purpose of the Plan is to aid the
Company in attracting and retaining as members of its Board of
Directors individuals whose abilities, experience and judgment can
contribute to the continued growth of the Company.
The purpose of this amendment and
restatement is to bring the Plan into compliance with the
requirements of Section 409A of the Code and applicable
Treasury Regulations thereunder (referred to collectively as
“Section 409A”). The terms of the Plan shall be
interpreted in such manner as to be in compliance with the
requirements of Section 409A, including the grandfathering
provisions thereof. Participants’ accrued benefits under the
Plan as of December 31, 2004 shall be grandfathered (within
the meaning of Section 409A) and remain subject to the terms
and conditions of the Plan as in effect on that date. This
amendment and restatement is in no way intended to materially
modify (within the meaning of the term “material
modification” under Section 409A) the Plan as in effect
on December 31, 2004 with respect to Participants’
grandfathered accrued benefits as of such date.
The Plan is an unfunded deferred
compensation arrangement maintained by the Company for the purpose
of providing supplemental retirement benefits for a select group of
individuals within the meaning of sections 201(2), 301(a)(3), and
401(a)(1) of the Employee Retirement Income Security Act of 1974,
as amended.
ARTICLE II:
DEFINITIONS
As used in the Plan, the following
terms, when capitalized, shall have the following meanings, except
when otherwise indicated by the context:
2.1 “Account” means
the account (including any sub-accounts) established under this
Plan for the benefit of a Participant.
2.2 “Administrator”
means the Compensation Committee of the Board of Directors, or such
other committee or person designated by the Board of
Directors.
2.3 “Beneficiary”
means the person, entity or entities designated by a Participant to
receive the balance of the Participant’s Account in the event
of the Participant’s death. In the absence of an express
designation under this Plan, a Participant’s Beneficiary
shall be his estate.
2.4 “Board of
Directors” means the Board of Directors of AK Steel
Holding Corporation and AK Steel Corporation.
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2.5 “Change in
Control” has the same meaning under this Plan as under
the Trust Agreement for the AK Steel Corporation Non-Qualified
Supplemental Retirement Plans.
2.6 “Chairman” means
the Chairman of the Board of Directors.
2.7 “Code” means the
Internal Revenue Code of 1986, as amended.
2.8 “Company” means
AK Steel Holding Corporation and AK Steel Corporation, and any
successor to all or substantially all of the assets or business
thereof.
2.9 “Director” means
any member of the Board of Directors who is not an employee of the
Company or any of its subsidiaries.
2.10 “ERISA” means
the Employee Retirement Income Security Act of 1974, as
amended.
2.11 “Election Form”
means the compensation deferral election form as approved and
prescribed by the Administrator.
2.12 “Elective
Deferral” means all or any portion of the compensation
otherwise payable to a Director for his service as a Director which
he irrevocably elects to defer pursuant to a written election made
in accordance with the provisions of Article VI.
2.13 “Fixed Income
Fund” means the fund among the Investment Funds so
designated by the Administrator.
2.14 “Investment
Funds” means such funds as are made available to
Directors by the Administrator from time to time for the investment
of their Accounts in accordance with Article VII of the
Plan.
2.15 “Participant”
means any Director who has an Account under the Plan or a person
who was such as of his Termination Date and who retains, or whose
Beneficiary retains, a benefit under the Plan which has not been
distributed.
2.16 “Plan” means the
AK Steel Corporation Directors’ Deferred Compensation Plan as
set forth in this instrument, as it may be amended
thereafter.
2.17 “Plan Year”
means the calendar year.
2.18 “Termination
Date” means the date a Director’s term as member of
the Board of Directors terminates for any reason, including
death.
2.19 “Trust” means
the trust established pursuant to the Trust Agreement for the AK
Steel Corporation Non-Qualified Supplemental Retirement Plans dated
February 21, 1997, as amended, and any successor or
replacement trust for such trust.
2.20 “Trustee” means
the trustee under the Trust.
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ARTICLE III:
ADMINISTRATION OF PLAN
This Plan shall be administered by the
Administrator or such delegate as the Administrator may designate
from time to time. The Administrator (or such delegate) shall have
full discretion to interpret the Plan’s terms, and to resolve
claims which may arise under the Plan.
ARTICLE IV: SOURCE OF
BENEFITS
4.1 General . The Company
may pay benefits due under the terms of this Plan directly from its
assets or from assets held in the Trust. All assets held by the
Trust shall at all times be assets of the Company. The benefits
payable under this Plan shall be unfunded for all purposes of the
Code and ERISA.
4.2 Assets of the Company
. Nothing contained in this Plan shall give or be deemed to
give any Participant or any other person any interest in any
property of the Trust or of the Company or any right except to
receive such payments as are expressly provided
hereunder.
4.3 Funding upon Change in
Control . In the event of a Change in Control, the Company
shall fully fund all benefits then accrued under this Plan by
transferring sufficient assets to the Trustee in cash or in kind,
provided, however, that such transfer shall not be made during any
“Restricted Period” as defined in
Section 409A(b)(3) of the Code or if prohibited by applicable
law. Such funding obligation may be secured by an irrevocable
letter of credit issued to the Trustee by such bank or other
lending institution as approved by the Administrator.
ARTICLE V: ELIGIBILITY
AND PARTICIPATION
5.1 Eligibility .
Participation in this Plan shall be limited to Directors. An
individual shall be eligible to participate in the Plan upon his
designation as a Director.
5.2 Participation .
Participation shall commence upon the completion and filing with
the Administrator of a properly completed Election Form. A Director
who becomes a Participant shall continue to be a Participant until
such time as his Account has been completely distributed to him or
his Beneficiary.
ARTICLE VI:
COMPENSATION DEFERRAL ELECTIONS
6.1 Initial Election .
With respect to the initial Plan Year in which a Director becomes
eligible to participate in the Plan, the Director may elect to
defer a percentage or specific dollar amount of the compensation to
be earned for his services as a Director for the remainder of the
Plan Year by completing an Election Form and delivering it to the
Administrator within thirty (30) days following his
designation as a Director; provided however, such election shall be
effective only for compensation for services performed subsequent
to the election.
6.2 Annual Election . A
Director who does not initially elect to defer compensation in
accordance with Section 6.1 when first eligible, and each
other Participant, may, by completing
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an Election Form and delivering it to
the Admini
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