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Exhibit 10.1
EnerSys
Voluntary Deferred
Compensation Plan for Executives
Effective April 1,
2009
1. DEFINITIONS
For purposes of this Plan,
unless otherwise clearly apparent from the context, the following
phrases and terms shall have the indicated meanings:
1.1 “
Beneficiary ” means the person or persons designated
pursuant to Section 2.2. For purposes of the preceding
sentence the term “person” shall include an individual,
trust, or estate. In default of a valid Beneficiary designation, a
Participant’s Beneficiary shall be a Participant’s
estate.
1.2 “
Board ” means the board of directors of the
Company.
1.3 “
Bonus ” means any compensation relating to services
performed during any Plan Year payable to a Participant as an
Employee under any of the Company’s bonus or cash
compensation incentive plans, provided that compensation that is
paid or payable during such Plan Year shall not be deemed a Bonus
under the Plan.
1.4 “ Bonus
Deferrals ” means the deferrals elected by the
Participant pursuant to Section 3.1 hereof.
1.5 “ Change
in Control ” means an event that constitutes a Change in
Control under the Long-Term Incentive Plan, provided that such
event shall not constitute a Change in Control under this Plan
unless such event also constitutes a change in the ownership or
effective control of the Company within the meaning of Code
Section 409A.
1.6 “
Code ” means the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated
thereunder.
1.7 “
Committee ” means the Compensation Committee of the
Board or such other committee as may be appointed by the Board to
administer this Plan. Such term also includes the full Board to the
extent it takes action with respect to administrative or
operational matters relating to the Plan.
1.8 “ Common
Stock ” means the common stock of the Company, par value
$0.01 per share.
1.9 “
Company ” shall mean EnerSys and any successor
thereto.
1.10 “
Deferral Account ” means an account established on the
books of the Company for the purpose of recording amounts credited
with respect to Bonus Deferrals on behalf of a Participant and any
income, expenses, gains, or losses with respect thereto. There are
two types of Deferral Accounts under the Plan, the Investment Fund
Deferral Account and the Stock Unit Deferral Account.
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1.11 “
Deferral Election ” means an irrevocable election, on
a form prescribed by the Committee, by a Participant to defer
receipt of a portion of such Participant’s Bonus for a
specific Plan Year.
1.12 “
Dividend Equivalent Units ” means the additions to a
Participant’s Stock Unit Account pursuant to Section 4.2
hereof.
1.13 “
Effective Date ” means April 1, 2009.
1.14 “
Employee ” means an individual who is a common law
employee of any Employer.
1.15 “
Employer ” means the Company or any Subsidiary that
the Board has selected as eligible to have certain of its
management and highly compensated personnel participate in the
Plan.
1.16 “
ERISA ” means the Employee Retirement Income Security
Act of 1974, as amended.
1.17 “
Exchange Act ” means the Securities Exchange Act of
1934, as amended.
1.18 “Investment
Funds ” means the investment alternatives the Committee
establishes from time to time for tracking the investment returns
to be credited to Participants’ Investment Fund Deferral
Accounts.
1.19 “
Investment Fund Deferral Account ” means the Deferral
Account that is maintained with respect to the portion of a
Participant’s Bonus Deferrals that such reflects the tracking
of the investment returns based on the Participant’s
allocation of investments in the Investment Funds, and any
hypothetical expenses and earnings or losses with respect
thereto.
1.20 “
Long-Term Incentive Plan ” means the EnerSys 2004 or
2006 Equity Incentive Plan, as applicable. Such term shall also
mean any other successor or comparable plan or program as
designated by the Committee and approved by the Board from time to
time.
1.21 “
Matching Amount ” means, with respect to the amount of
a Stock Unit Deferral for a Plan Year by a Participant, the amount
contributed to a Participant’s Stock Unit Deferral Account
pursuant to Section 4.1
1.22 “
Participant ” means an individual who (i) has
properly and timely completed such Participant’s elections
pursuant to Section 2.2 and (ii) is an Employee or, if
not, has a balance standing to his or her credit in one or more
Deferral Accounts with respect to Plan Years in which such
individual was an Employee. Such term also includes a deceased
Participant’s Beneficiary, who is entitled to a Plan benefit,
until such benefit is paid.
1.23 “
Plan ” means this EnerSys Voluntary Deferred
Compensation Plan.
1.24 “ Plan
Year ” means the Company’s 12-month fiscal year or
such other 12-month period as the Committee may designate from time
to time.
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1.25 “ Stock
Unit Deferral ” means that portion of a
Participant’s Bonus Deferral that such Participant has
elected to allocate in Stock Units
1.26 “ Stock
Unit Deferral Account ” means an account established on a
Participant’s behalf with respect to such Participant’s
Stock Unit Deferral, the Matching Amount, and any earnings or
losses with respect thereto.
1.27 “ Stock
Units ” means Stock Units (as defined in the Long-Term
Incentive Plan) awarded to a Participant pursuant to the terms of
the Long-Term Incentive Plan.
1.28 “
Subsidiary ” means a subsidiary corporation, as
defined in Code Section 424(f), that is a subsidiary of the
Company.
1.29 “
Termination ” means a Participant’s termination
of employment with an Employer.
1.30 “
Valuation Date ” means any day that the New York Stock
Exchange or any successor to its business is open for
trading.
2. ELIGIBILITY AND
PARTICIPATION
2.1 Eligibility for
Participation : Participation in the Plan is limited to those
individuals that the Committee selects. To be eligible to make
Bonus Deferrals for a Plan Year the individual must be in a select
group of management and highly compensated Employees, as determined
in its sole discretion. From that group, the Committee shall
select, in its sole discretion, the Employees who shall be eligible
to make Bonus Deferrals for such Plan Year. The Company’s
Chief Executive Officer shall at all times be deemed eligible to
make Bonus Deferrals in accordance with the terms of the
Plan.
2.2 Commencement of
Participation : Each Participant shall be provided an
opportunity to irrevocably designate, prior to each Plan Year (or,
in the Participant’s first year of eligibility, within 30
days following the date the Participant became eligible), his or
her elections pursuant to Article 3. Such Participant must make
such designation in the manner authorized by the Committee and must
be accompanied by, as applicable:
(a) an irrevocable
authorization to defer receipt of a percentage of a Bonus with
respect to a Plan Year as a Bonus Deferral as elected under
Section 3.1;
(b) an irrevocable election
to allocate such Bonus Deferral to an Investment Fund Deferral
Account or to a Stock Unit Deferral Account;
(c) a designation of a
Beneficiary; and
(d) a designation as to the
form and timing of the distribution of the Participant’s
vested Deferral Accounts for such Plan Year as provided under
Sections 6.1 and 6.2.
2.3 Cessation of
Participation : A Participant shall cease to be an active
Participant on the earliest of:
(a) the date that the Plan
terminates,
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(b) the date that the
Participant ceases to be eligible to participate in the Plan under
Section 2.1, or
(c) the date that the
Participant receives a complete distribution of his Deferral
Accounts.
A former active Participant
shall be deemed a Participant for all purposes except with respect
to the right to make deferrals, as long as he or she maintains a
Deferral Account.
3. DEFERRAL OF
COMPENSATION
3.1 Bonus Deferrals :
Each Participant eligible to make Bonus Deferrals may authorize the
Company, in the manner described in Section 2.2, to defer a
percentage of his or her Bonus that would otherwise be payable for
services performed in a Plan Year. Such Bonus Deferrals shall be a
stated percentage of the Participant’s Bonus for such period,
up to 100 percent as designated by the Participant. A Participant
must make an election with respect to a Bonus earned in a Plan Year
prior to the commencement of such Plan Year, provided that a
Participant may make an election with respect to a Bonus that is
“performance-based compensation” (as defined in Treas.
Reg. § 1.409A-1(e)) on or before the date that is six months
from the end of such Plan Year (or the date such compensation has
become “readily ascertainable” (as defined in Treas.
Reg. § 1.409A-2(a)(8)), if earlier. A Participant must make a
new election to defer a Bonus for each subsequent Plan
Year.
3.2 Vesting : Each
Participant shall always be 100% vested in each of such
Participant’s Bonus Deferrals in such Participant’s
Deferral Accounts, provided, however, that a Participant shall vest
in the Matching Amount with respect such Participant’s Stock
Unit Deferrals three years from the last day of the Plan Year in
which the Participant earned the Bonus to which such Stock Unit
Deferrals relate. Notwithstanding the foregoing, upon a Change in
Control, all Matching Amounts shall become 100% vested.
4. EMPLOYER
CONTRIBUTIONS
4.1 Matching Amount :
On the same day that a Bonus is credited to a Participant’s
Stock Unit Deferral Account as a Stock Unit Deferral on behalf of
such Participant, the Company shall contribute on behalf of such
Participant, with respect to such Stock Unit Deferral, a Matching
Amount. The Matching Amount shall be an amount equal to 20% of such
Participant’s Stock Unit Deferral amount. The Matching Amount
shall be made in the form of Stock Units.
4.2 Dividend Equivalent
Units : Whenever cash dividends are declared on the Common
Stock, on the date such dividend is paid the Company shall credit
each Participant’s Stock Unit Deferral Account with a number
of Dividend Equivalent Units equal to the result of dividing
(i) the product of (x) the total number of Stock Units
and Dividend Equivalent Units credited to such Participant’s
Stock Unit Deferral Account on the record date for such cash
dividend and (y) the per share amount of such cash dividend by
(ii) the Fair Market Value (as defined in the Long-Term
Incentive Plan) of one share of Common Stock on the date such cash
dividend is paid by the Company to the holders of Common
Stock.
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5. INVESTMENT OF
DEFERRALS
5.1 Establishment of
Accounts : The Company shall establish the following Deferral
Accounts for each Participant (but only to the extent the
Participant has amounts to be allocated to such Deferral
Account):
(a) an Investment Fund
Deferral Account and
(b) a Stock Unit Deferral
Account
Each Participant shall
receive periodic statements (no less frequently than annually)
reflecting the balances in his or her Accounts.
5.2 Obligation of the
Company : Individual benefits under the Plan are payable as
they become due solely from the general assets of the Company. To
the extent a Participant, or any person, acquires a right to
receive payments under this Plan, such right shall be no greater
than the right of any general credito
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