50 of the Top 250 law firms use our Products every day
DEFERRED COMPENSATION
PLAN
Effective January 1,
1990
As amended October 15,
2008
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF
PURPOSE
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
DEFINITIONS
|
|
|
4 – 5
|
|
|
|
|
|
|
|
|
|
|
|
|
ELIGIBILTY AND
PARTICIPATION
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
DEFERRED
COMPENSATION ELECTIONS
|
|
|
7 – 8
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDITS TO
DEFERRAL ACCOUNTS
|
|
|
9 – 10
|
|
|
|
|
|
|
|
|
|
|
|
|
ADMINISTRATIVE
COMMITTEE & CLAIMS
|
|
|
11 – 12
|
|
|
|
|
|
|
|
|
|
|
|
|
AMENDMENT AND
TERMINATION
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
MISCELLANEOUS
|
|
|
14 – 15
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSTRUCTION
|
|
|
16
|
|
DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
The purpose of
this plan is to provide outside directors of Sonoco Products
Company (the “Company”) the opportunity to defer
receipt of compensation earned as a director 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 Directors of the Company through enhancement of the
value of the fees 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.
|
|
1.
|
|
“Company”:
Sonoco Products Company,
a South Carolina Corporation, and its corporate
successors.
|
|
|
|
|
|
|
|
2.
|
|
“Committee”:
The Administrative
Committee appointed by the Board of Directors of the Company to
administer this plan.
|
|
|
|
|
|
|
|
3.
|
|
“Director”:
Any person who is
serving on the Board of Directors and is not an employee of the
Company or any of its subsidiaries.
|
|
|
|
|
|
|
|
4.
|
|
“Participant”:
A Director or former
Director who has deferred fees hereunder and has a credit balance
in his deferred compensation account.
|
|
|
|
|
|
|
|
5.
|
|
“Separation from
Service”: The date of termination of a
Director’s active service with the Company as defined under
code section 409A.
|
|
|
|
|
|
|
|
6.
|
|
“Plan”:
The Deferred
Compensation Plan for Outside Directors 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.
|
|
|
|
|
|
|
|
7.
|
|
“Plan Year”:
The period commencing
January 1 and ending December 31.
|
|
|
|
|
|
|
|
8.
|
|
“Stock Equivalent
Account”: The account described in
Article V.
|
|
|
|
|
|
|
|
9.
|
|
“Interest
Account”: The account described in
Article V.
|
|
|
|
|
|
|
|
10.
|
|
“Director’s
Fees”: Retainer fees and meeting
fees.
|
|
|
11.
|
|
“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.
|
ELIGIBILITY AND
PARTICIPATION
|
|
1.
|
|
Any
Director of the Company who is not also an employee of the Company
is eligible to participate in the plan.
|
|
|
|
|
|
|
|
2.
|
|
The
Director may elect to defer receipt of all or a specified part of
the compensation payable to the Director for serving on the Board
of Directors or committees of the Board of Directors of the
Company.
|
|
|
|
|
|
|
|
3.
|
|
An
eligible Director participates in the plan by irrevocably electing
on an annual basis, in the manner specified herein, to defer future
Director’s Fees earned for which the related services
commence in the calendar year following the year in which the
election is made. Participation commences 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 Director’s Fees to be deferred
commence.
|
DEFERRED COMPENSATION
ELECTIONS
|
|
1.
|
|
A
Director electing to defer payment of fees may elect deferral to be
invested in the Interest Account and/or the Stock Equivalent
Account.
|
|
|
|
|
|
|
|
2.
|
|
Subject to such limitations as the
Committee may impose, a Director electing to defer hereunder shall
also elect at the same time as his deferral election, a Fixed
Payment Period commencing six months following the Director’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 Director
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.
|
|
|
|
|
|
|
|
3.
|
|
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.
|
|
|
|
|
|
|
|
4.
|
|
The
fact that a Director has made a particular election with respect to
a deferral shall not preclude such Director from making different
elections with respect to new elections to defer fees covering
future period of service.
|
|
|
|
|
|
|
|
5.
|
|
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
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).
|
|
|
|
|
|
|
|
6.
|
|
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.
|
CREDITS TO DEFERRAL
ACCOUNTS
|
|
1.
|
|
Deferred compensation shall be
credited to
|
|