BADGER METER, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN FOR CERTAIN
DIRECTORS
(approved December 12, 2008 and
retroactively effective on January 1, 2008)
Section 1 . Participants.
Any director of
Badger Meter, Inc. (the “Company”), other than a
director who is also a salaried officer or employee of the Company
or any of its subsidiaries, may elect to become a Participant under
this Amended and Restated Deferred Compensation Plan for Certain
Directors (the “Plan”) by written notice to the
Company. This Plan shall apply only to compensation deferrals
occurring after 2004. Deferrals occurring before January 1,
2005 are controlled by the terms of the plan as in effect in
2004.
Section 2 . Deferred Compensation.
Deferral Election . Any Participant may elect to defer all
or any part of his compensation as a director which is earned
during a calendar year beginning after the date of said election as
he may specify in said written notice to the Company, and such
deferred compensation shall be credited by the Company to a
deferred compensation account for such Participant at the time it
would otherwise be payable to the director. Any Participant may
increase, reduce or suspend the election, but only with respect to
payments earned in any calendar year beginning after the filing of
the modified election. In addition, with respect to the calendar
year in which a director is first eligible to, and elects to
participate in the Plan, the director may, within 30 days of
becoming a Participant in the Plan, elect to defer all or any part
of his compensation as a director which is earned during such
calendar year beginning after the date on which he filed the
election to defer, provided the Participant was not an employee of
the Company during that same calendar year.
Distribution Election . Prior to the calendar year in which
the compensation at issue is earned, the Participant may elect to
have the amounts credited to his deferred compensation account
distributed to him in five or ten equal annual installments. Such
distribution shall begin at the time, and in shall be made in such
fashion, as described in Section 5. The Company shall
establish separate subaccounts as needed to identify amounts
subject to different payment intervals. If the Participant does not
make a distribution election under this Section 2, the amounts
credited to the Participant’s deferred compensation account
under the Plan shall be payable in three equal annual installments,
as described in Section 5.
The deferred
compensation of each Participant will be credited to an account on
the Company’s books in the name of such Participant, and each
Participant will be furnished annually with a statement of his
account. Such accounts shall serve solely as a device for
determining the amount of the deferred compensation to be paid to
Participants and shall not constitute or be treated as a trust fund
of any kind.
a.
Cash or Stock Unit Deferrals.
At the same time
he elects to defer all or any part of his compensation, the
Participant shall also select the manner in which the compensation
to which he may become entitled after the date of election shall be
deferred. The Participant shall elect to defer that compensation in
one of two ways – as cash or as stock of the
Company.
Cash
Subaccount. If a Participant elects to defer his compensation
into a Cash Subaccount, the Cash Subaccount is credited with the
dollar amount of such compensation on the date it would otherwise
be payable. Amounts credited to the Cash Subaccount are credited
with interest as stated in Paragraph 4 of the Plan.
Stock
Subaccount. If a Participant elects to defer his compensation
into a Stock Subaccount, the Stock Subaccount is credited with a
number of units equivalent to the dollar amount of such
compensation on the date it would otherwise be payable. Such units
will be computed by dividing the deferred compensation by the fair
market value of the Company’s Common Stock. Fair market value
for this purpose is the closing price of the Common Stock on the
American Stock Exchange on the last trading day of the quarter
proceeding the date that the compensation would have been paid if
no deferral had been made. Amounts credited to the Stock Subaccount
are credited with dividends as stated in Paragraph 4a of this
document.
Section 4 . Interest and Dividends .
Interest .
The Cash Subaccount of each Participant shall be credited with
interest annually, on the last day of each calendar year, until the
amounts credited to the Participant’s Cash Subaccount have
been fully paid to him as described
1
under paragraph
6 hereof. The rate of interest to be credited shall be equal to the
prime rate of interest in effect at the M&I Marshall and Ilsley
Bank of Milwaukee, Wisconsin, as of the first business day of the
calendar year.
Dividends
. The Stock Subaccount of each Participant shall be credited with
dividends quarterly, on the last day of each calendar quarter,
until the full payment to the participant under paragraph 6 hereof.
Such dividends shall be computed by multiplying the number of units
in the Participant’s stock subaccount on each dividend record
date, by the amount of each dividend, to determine the dividend
amount. The dividend amount will then be divided by the closing
stock price on the dividend record date to determine the number of
stock units to be added to the stock subaccount. For example, if a
participant has five hundred (500) units in a stock subaccount
on the record date of a twenty cent ($.20) dividend declaration,
the dividend amount would be one hundred dollars (100). If the
closing price of the stock was $50 on that date, two units would be
added to the Participant’s stock subaccount.
Section 5 . Distribution.
When a Participant
shall Cease to be a Director of the Company the amount accumulated
in such Participant’s deferred compensation account shall be
distributed as follows:
a. The Company pay
to the Participant the amounts credited to the Participant’s
deferred compensation account on January 1 of each year following
the date on which the Participant Ceases to be a Director, an
amount equal to one-third, one-fifth or one-tenth of the amount
acc
