Exhibit 10(B)
CARPENTER TECHNOLOGY
CORPORATION
DEFERRED COMPENSATION
PLAN
FOR NON-MANAGEMENT
DIRECTORS
As amended and restated,
effective August 19, 2011
This is an amendment and restatement
of the Carpenter Technology Corporation Deferred Compensation
Plan for Non-Management Directors (the “Plan”),
effective August 19, 2011, established by Carpenter Technology
Corporation and its subsidiaries expressly included herein to
provide its non-employee directors with an additional method of
planning for their retirement. The Plan is intended to be an
unfunded plan maintained for the purpose of providing deferred
compensation to the non-employee directors of Carpenter Technology
Corporation.
The Plan has been amended and
restated to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended.
ARTICLE I -
DEFINITIONS
The following words and phrases as
used herein have the following meanings unless the context plainly
requires a different meaning:
1.1 “Account” means the
total amount credited to the bookkeeping accounts in which a
Participant’s Deferral Credits are maintained, including
earnings thereon. The Accounts will consist of Tranches for each
type of Deferral made under Article IV, as the Plan Administrator
deems necessary.
1.2 “Beneficiary” means
the person that the Participant designates to receive any unpaid
portion of the Participant’s Account should the
Participant’s death occur before the Participant receives the
entire balance to the credit of such Participant’s Account.
If the Participant does not designate a beneficiary, his
Beneficiary shall be his spouse if he is married at the time of his
death, or his estate if he is unmarried at the time of his
death.
1.3 “Board of Directors”
means the board of directors of Carpenter Technology
Corporation.
1.4 “Change in Control”
means and includes each of the following which also constitutes a
“change in the ownership or effective control of the
corporation or in the ownership of a substantial portion of the
assets of the corporation” within the meaning of Code
Section 409A and the Treasury regulations issued
thereunder:
1.4.1 The acquisition by any
individual, entity, or group (within the meaning of section
13(d)(3) or 14(d)(2) of the Exchange Act) (each, a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of more than 50%
of either (i) the then-outstanding shares of common stock of
the Company (the “Outstanding Company Common Stock”) or
(ii) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting
Securities”); provided, however, that, the following
acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company, (ii) any acquisition by
the
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Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any affiliated company or (iv) any acquisition
by any corporation pursuant to a transaction that complies with
Sections 1.4.3 (i), 1.4.3 (ii) and 1.4.3(iii);
1.4.2 individuals who, as of the
date hereof, constitute the Board of Directors (the
“Incumbent Board”) cease for any reason to constitute
at least a majority of the Board of Directors during any 12 month
period; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company’s stockholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were
a member of the Incumbent Board, but excluding, for this purpose,
any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to
the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board of Directors;
1.4.3 consummation of a
reorganization, merger, consolidation or sale or other disposition
of all or substantially all of the assets of the Company or the
acquisition of the assets or stock of another entity (a
“Business Combination”), in each case, unless,
following such Business Combination, (i) all or substantially
all of the individuals and entities that were the beneficial owners
of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting
power of the then-outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including,
without limitation, a corporation that, as a result of such
transaction, owns the Company or all or substantially all of the
Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any
corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting
power of the then-outstanding voting securities of such
corporation, except to the extent that such ownership existed prior
to the Business Combination, and (iii) at least a majority of
the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement or of the
action of the Board of Directors providing for such Business
Combination.
1.5 “Code” means the
Internal Revenue Code of 1986, as amended.
1.6 “Company” means the
Carpenter Technology Corporation or any successor by merger,
purchase or otherwise.
1.7 “Compensation” means
all cash amounts that a Director receives in payment for serving on
the Board of Directors. Notwithstanding the preceding sentence,
Compensation shall not include amounts either granted or elected as
stock units under the Carpenter Technology
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Corporation Stock-Based Compensation Plan for
Non-Employee Directors, or identified by the Company as expense
allowances or reimbursements.
1.8 “Credits” means the
amount credited to a Participant’s Account or Tranche, as
appropriate, as a result of a Participant’s Deferrals plus
earnings credited under Section 4.4.
1.9 “Deferral” means an
amount deferred under the Plan pursuant to a Participant’s
election under Article IV and credited to a Participant’s
Account. No money or other assets will actually be contributed to
such Accounts.
1.10 “Director” means an
individual who serves on the Board of Directors.
1.11 “Disability” means
a qualified physician designated by the Company has reviewed and
approved the determination that a Participant:
1.11.1 is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, or
1.11.2 is, by reasons of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under
an accident and health plan covering Directors or employees of the
Company or any subsidiary.
1.12 “Effective Date”
means August 19, 2011.
1.13 “Event” means any
one or combination of the following elected by the Participant in
writing prior to the year of deferral to govern distribution of a
Tranche: Change in Control, Disability, Termination or specific
date or dates (such as attainment of a specified age). When a
Participant elects a combination of events, the Participant must
specify whether the event that is the “earlier of” or
“later of” will control distribution. In the absence of
a designation by the Participant, the “earlier of” will
apply to a combination of events.
1.14 “Five-Year Medium Term
Note Borrowing Rate” means the Company’s Five-Year
Medium Term Note Borrowing Rate, as provided by one of the
Company’s investment bankers for any such medium term note
that would have been issued on August 15 (or the next business
day thereafter if August 15 is not a business day) of each
Plan Year.
1.15 “Participant” means
a Director who is eligible and elects to participate in the Plan
pursuant to Article II.
1.16 “Plan Committee”
means the Plan Committee appointed pursuant to the General
Retirement Plan for Employees of Carpenter Technology Corporation,
as constituted from time to time.
1.17 “Plan” means this
Carpenter Technology Corporation Deferred Compensation Plan for
Non-Management Directors, as may be amended from time to
time.
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1.18 “Plan Administrator” means the
Plan Committee.
1.19 “Plan Year” means
the 12-month period beginning October 1 and ending
September 30.
1.20 “Termination” means
a Participant’s termination of service as a Director with the
Company which constitutes a “separation from service”
within the meaning of Code Section 409A.
1.21 “Tranche” means the
Deferrals and associated investment results related to each
separate election made by a Participant under Article
IV.
1.22 “Unforeseeable
Emergency” means a severe financial hardship to the
Participant or a Beneficiary resulting from an illness or accident
of the Participant, the Participant’s spouse, or a dependent
(as defined in Code section 152, without regard to sections
152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the
Participant’s property due to casualty, need to pay for
medical expenses, or need to pay for funeral expenses of a spouse,
Beneficiary or dependent
