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DEFERRED COMPENSATION
PLAN
aka Deferred Compensation Plan
for Corporate Officers
of Sonoco Products Company
Effective January 1,
1991
As amended October 15,
2008
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ARTICLE
I STATEMENT
OF PURPOSE
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3
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4 – 5
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ARTICLE
III ELIGIBILTY
AND PARTICIPATION
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6
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ARTICLE
IV DEFERRED
COMPENSATION ELECTIONS
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7 – 8
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ARTICLE
V CREDITS
TO DEFERRAL ACCOUNTS
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9 – 10
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ARTICLE
VI ADMINISTRATIVE
COMMITTEE & CLAIMS
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11 – 12
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ARTICLE
VII AMENDMENT
AND TERMINATION
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13
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ARTICLE
VIII MISCELLANEOUS
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14 – 15
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16
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SONOCO PRODUCTS COMPANY
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES
The purpose of
this plan is to provide Key Employees of Sonoco Products Company
(the “Company”) the opportunity to defer receipt of
compensation earned as an employee to a date following separation
from service with the Company. This deferral opportunity is
designed to help the Company to attract and retain outstanding
individuals as employees of the Company through enhancement of the
value of the compensation paid to such individuals.
When used herein,
the following terms shall have the meanings indicated unless a
different meaning is clearly required by the context.
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1.
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“Company”
: Sonoco Products
Company, a South Carolina Corporation, and Corporate
successors.
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2.
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“Committee”
: The Administrative
Committee appointed by the Board of Directors of the Company to
administer this plan.
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3:
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“Key Employee”: Any
person who is serving as an officer of the Company.
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4:
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“Participant”
: A Key Employee or
former Key Employee who has deferred fees hereunder and has a
credit balance in his deferred compensation account.
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5.
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“Separation from
Service” : The date of termination of an
employee’s active service, for reasons other than death, with
the Company, which for this purpose includes all companies that
would be considered a single employer under Section 414(b) of the
Internal Revenue Code (“Code”) applying a standard of
“at least 50 percent” instead of “at least
80 percent” as provided in the regulations to
Section 409A of the Code.
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6.
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“Plan”
: The Deferred
Compensation Plan for Key Employees of Sonoco Products Company as
contained herein, and as may be amended from time to time
hereafter, together with any election forms that the Committee
requires a Participant to complete.
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7.
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“Plan Year”
: The period commencing
January 1 and ending December 31.
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8.
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“Stock Equivalent
Account” : The account described in
Article V.
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9.
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“Interest
Account” : The account described in
Article V.
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10.
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“Compensation”
: Salary and annual
incentive compensation.
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11.
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“Fixed Payment
Period ”: The period of years over
which annual payments are made to a Participant following his
Separation from Service or upon his death preceding his Separation
from Service.
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ELIGIBILITY AND
PARTICIPATION
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1.
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Key
Employees of the Company are eligible to become participants in the
plan, subject to approval of the Board of Directors.
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2.
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An
eligible Key Employee participates in the plan by irrevocably
electing on an annual basis, in the manner specified herein, to
defer future Compensation earned for which the related services
commence in the calendar year following the year in which the
election is made.
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3.
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An
eligible Key Employee may elect to defer up to fifty
(50) percent of salary and up to fifty (50) percent of
annual incentive earned during the year for which the deferral
choice is made.
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4.
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An
eligible Key Employee becomes a Participant in the Plan upon the
execution and delivery of a Deferred Compensation Agreement. Such
Agreement must be executed (and must become irrevocable) in all
cases on or before December 31 preceding the calendar year in
which the services related to the Compensation to be deferred
commence.
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DEFERRED COMPENSATION
ELECTIONS
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1.
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A
Participant electing to defer payment of compensation may elect his
deferrals to be invested in the Interest Account and/or the Stock
Equivalent Account.
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2.
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Subject to such limitations as the
Committee may impose, a Participant electing to defer hereunder
shall also elect at the same time as his deferral election, a Fixed
Payment Period commencing six months following the
Participant’s Separation from Service over which the amount
deferred under such election shall be paid to him in annual
installments and a Fixed Payment Period (which may be a different
period) over which the unpaid portion of the amount deferred shall
be paid to his beneficiary or estate in annual installments in the
event of his death before Separation from Service occurs. Finally,
the participant may elect to have the unpaid portion of the amount
deferred paid in a lump sum to his beneficiary or estate in the
event of his death following a Separation of Service.
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3.
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Any
Fixed Payment Period Election to defer compensation shall be
irrevocable and may not be changed or modified thereafter by a
Participant or the Company.
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4.
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The
fact that the Participant has made a particular election with
respect to a deferral shall not preclude such Participant from
making different elections with respect to new deferrals covering a
future period of service.
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5.
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In
the event of a Fixed Payment Period commencing due to a Separation
from Service, the initial amount due shall be paid six months
following Separation from Service. In the event of a Fixed Payment
Period commencing due to a Participant’s death prior to a
Separation from Service, the initial payment amount due shall
be
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paid upon death (or on such later
date permitted under the regulations to Code Section 409A). The
amount of any payment during a Fixed Payment Period shall equal the
unpaid balance of the amount deferred (including any earnings
thereon) immediately preceding the payment date divided by the
number of annual payments remaining in the Fixed Payment Period
(including the payment that is about to be made).
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6.
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Upon consummation of a Change in
Control that qualifies under 409A, all amounts credited to the
Stock Equivalent Account and/or Interest Account (along with any
amounts deferred but not yet credited to these accounts up to the
date of payment), shall be paid in a lump sum payment to the
Participant within 30 days following the Change in
Control.
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