AK STEEL CORPORATION DIRECTORS? DEFERRED COMPENSATION PLANEmployee Benefits Plan Agreement |
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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






