DEFERRED COMPENSATION PLAN FOR DIRECTORS OF THE BOEING COMPANYEmployee Benefits Plan Agreement |
|
|
You are currently viewing: This Employee Benefits Plan Agreement involves
BOEING COMPANY. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Employee Benefits Plan Agreement by:
Exhibit 10.2
DEFERRED COMPENSATION PLAN FOR
DIRECTORS OF THE BOEING COMPANY
(As Amended and Restated Effective January 1, 2008)
| 1. | Purpose. The purposes of the Deferred Compensation Plan for Directors of The Boeing Company are (i) to credit to members of the Board of Directors of The Boeing Company any portions of director retainers that are required to be paid in Boeing stock units, (ii) to provide for elective deferral of payment of all or a portion of any retainers, meeting fees, or both, otherwise payable in cash to such directors, and (iii) to encourage elective deferral of payment of all or a portion of any retainers, meeting fees, or both, otherwise payable in cash to such director, into Boeing stock units. |
| 2. | Definitions. The following terms have the meanings set forth below: |
“ Account ” means the recordkeeping account established for each Participant in the Plan, for purposes of accounting for Deferrals, Matching Contributions and Earnings Credits.
“ Beneficiary ” means the person or persons designated by the Participant to receive distributions from the Plan, upon the Participant’s death. If no beneficiary has been designated, the Participant’s beneficiary shall be the personal representative of the participant’s estate.
“ Board of Directors ” means the board of directors of The Boeing Company.
“ Code ” means the Internal Revenue Code of 1986, as amended.
“ Committee ” means the Compensation Committee of the Board of Directors.
“ Company ” means The Boeing Company.
“ Deferrals ” means the compensation required to be paid in Boeing stock units plus the portion of a Participant’s cash retainers, if any, that he or she elects to defer on a pre-tax basis under this Plan in accordance with Section 4.
“ Deferral Election ” means the election made by a Participant to defer a portion of his or her cash retainers in accordance with Section 4.
“ Earnings Credit ” means the amount credited to a Participant’s Account under Section 5.3.
“ Matching Contributions ” means Company Matching Contributions made pursuant to Section 5.1.
“ Participant ” means any member of the Board of Directors.
PAGE 1
“ Plan ” means this Deferred Compensation Plan for Directors of The Boeing Company, as herein set forth, together with any amendments that may be adopted.
“ Plan Year ” means the calendar year.
“ Separation from Service ” or “ Separates from Service ” means a Participant’s death, retirement or termination from service with the Board of Directors within the meaning of Code section 409A.
“ Specified Employee ” means a Participant who is a “specified employee” within the meaning of Code section 409A. Specified Employee status is determined on the last day of the prior Plan Year, to take effect as of April 1 of the Plan Year for a 12-month period. Notwithstanding the foregoing, Specified Employees shall be determined by including the employees whom the Company reasonably determines to be the 75 top-paid officers of the Company rather than the 50 top-paid officers as provided under Code section 416(i)(1)(A), to the extent permitted under Code section 409A.
“ Unforeseeable Emergency ” means “unforeseeable emergency” within the meaning of Code section 409A, as determined by the Committee.
| 3. | Eligibility and Participation. Every member of the Company’s Board of Directors entitled to compensation as a director shall participate in the Plan and shall be eligible to elect cash Deferrals under the Plan. |
| 4 | Deferrals. Every Participant shall participate as to the amount of compensation required to be paid in Boeing stock units. |
| 4.1 | Election to Defer. A Participant also may elect to defer all or a specified percentage of his or her retainers that may be payable in cash. Such election shall be made by executing and delivering to the Company Deferral Election which states the percentage of the retainers to be deferred and the Deferral Account (dollar denominated or stock units) to which such amounts are to be credited. An election or change in election must be made by December 1 to be effective for retainers to be paid in the following calendar year; provided, that a Participant who is appointed or elected to the Board of Directors for the first time may file an election with the Company within 30 days of such appointment or election with respect to retainers for services to be performed subsequent to the election. Any such election shall supersede any election previously made. |
| 4.2 | Election Duration. An election to participate will remain in effect until participation in the Plan terminates, or until the election is changed by a the new Deferral Election filed by the Participant with the Company in accordance with Section 4.1 above, increasing or decreasing the percentage of retainers to be deferred or changing the Deferral Account for future elective Deferrals. If a Participant terminates elective participation in the Plan, all amounts accumulated in the Participant’s Account(s) prior to termination will continue to be held subject to the Plan. |
PAGE 2
| 4.3 | Unforeseeable Emergency. Notwithstanding the election procedures described above, a Participant will be permitted to cancel an existing Deferral Election of cash retainers with regard to a Plan Year during that Plan Year, where the Participant incurs an Unforeseeable Emergency, as determined by the Committee. To the extent that a Participant has elected and received a distribution due to an Unforeseeable Emergency under Section 6.5, the Participant will be deemed to have elected to cancel his or her cash retainer Deferral Election for the remainder of the applicable Plan Year. |
| 5 | Accounts. All payments required to be made to a Participant in stock units shall be credited to a “Stock Unit Account” for the Participant. All retainers and fees a Participant elects be deferred under the Plan shall be credited to the Participant either in a dollar denominated, interest bearing account (an “Interest Credit Account”) or in the Participant’s Stock Unit Account, at the election of the Participant. Such election once made, will be irrevocable as to payments made in the following calendar year. In the absence of an election, all retainers and fees elected to be deferred shall be credited to an Interest Credit account. |
| 5.1 | Company Matching Contributions. To the extent a Participant has elected to defer all or a portion of the Participant’s retainers into a Stock Unit Account, the Company shall make a Matching Contribution of an additional 25% of the amount so deferred. Each such Matching Contribution shall be deferred together with the Participant Deferral to which it relates, and shall be subject to all of the Participant elections (including default elections) with respect to such Deferral. Effective with respect to retainers deferred on or after January 1, 2005, the Company will no longer make any Matching Contributions deferred into a Stock Unit account. |
| 5.2 | Stock Unit Accounts. Deferrals of retainers and fees, including any Matching Contributions with respect thereto, shall be credited at the time the retainers or fees otherwise are payable. At the time such amounts are credited to a Participant’s Stock Unit Account, the Account shall be credited with the number of shares of the Company’s common stock that could be purchased with the amount credited, based on the Fair Market Value of such stock on the day as of which the account is so credited (or on the next business day on which the New York Stock Exchange is open, if the Exchange is closed on the day as of which the account is credited), excluding commissions, taxes, and other charges; and such number shall be recorded as stock units in the Participant’s account, for bookkeeping purposes only. For purposes of the Plan, “Fair Market Value” means the mean of the high and low per share trading prices for the common stock of the Company for that day as reported for the “New York Stock Exchange - Composite Transactions” For a single trading day. The number of stock units in an Account shall be appropriately adjusted to reflect stock splits, stock dividends, and other like adjustments in the Company’s common stock. |
PAGE 3
| 5.3 | Earnings on Accounts. Each Participant’s account(s) shall be credited with earnings ther |
