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Exhibit
10.3
HARTE-HANKS,
INC.
Deferred Compensation
Plan
(As Amended and Restated
Effective January 1, 2008)
WHEREAS, Harte-Hanks, Inc.
(the “Company”) adopted an unfunded deferred
compensation plan (the “Plan”) to permit certain
members of its senior management to elect to defer receipt of all
or a portion of their base salary and/or cash performance
bonuses;
WHEREAS, the Plan is intended
to be an unfunded “top-hat” plan maintained primarily
for the purpose of providing benefits for a select group of
management or highly compensated employees;
WHEREAS, the Company desires
to amend and restate the Plan, effective January 1, 2008, to
incorporate the requirements imposed by Internal Revenue Code
Section 409A (“Section 409A”) and related
regulations;
NOW THEREFORE, the Company
hereby amends and restates the Plan as follows:
1. Eligibility
. Under the terms of this Plan any officer of the Company
designated in writing by the Board of Directors (hereinafter
referred to as an “eligible manager”) may elect to
defer all or a portion of (i) his or her base salary and/or
(ii) any one or more of his or her cash performance bonuses to
be received from the Company under the Harte-Hanks, Inc. 2005
Omnibus Incentive Plan or other award or arrangement.
2. Election .
Any eligible manager may elect to defer receipt of all or a portion
of his or her base salary and/or cash bonus earned during the
calendar year. Any such election shall be made by delivering a
written notice of election (Exhibit A) to the Secretary of the
Company on or before December 31st of the year prior to the
calendar year in which such base salary and/or cash bonus is
earned. A new eligible manager may elect to defer, on a prospective
basis, all or a portion of his or her base salary and/or cash bonus
earned during the calendar year within 30 days after he or she
becomes an eligible manager. Except as provided in Section 4,
any such election is irrevocable. With regard to amounts deferred
under this Plan prior to January 1, 2005, such amounts are
governed by the requirements of the Plan in effect prior to
January 1, 2008.
3. Separate Memorandum
Account . The Company shall maintain a separate memorandum
account of the compensation deferred by each eligible manager and
shall credit such account with interest on the principal amount
deferred from the date such amount would otherwise have been paid
to such eligible manager until such amount is paid out to the
eligible manager at a rate of interest per annum equal to the rate
of interest announced publicly by Bank of America, from time to
time, as its base or prime rate, such interest to be credited and
compounded annually at the end of each calendar year.
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4. Payment of Deferred
Compensation .
(a) Payment Timing
.
(i) Initial Election .
Subject to the provisions of Section 5, an eligible manager
who has elected to defer any compensation for any year shall be
entitled to be paid an amount equal to such eligible
manager’s separate memorandum account (in its entirety),
computed in accordance with Section 3, on the first to occur
of (A) the 15th day of January following the end of the
calendar year in which such eligible manager separates from service
(as defined by Section 409A) with the Company, (B) the
specified date (if any) on which he or she elected to be paid at
the time of election by delivering a written notice of election
(Exhibit A) to the Secretary of the Company within 30 days after he
or she became an eligible manager, (C) 60 days from the date
on which the eligible manager becomes disabled, as defined by
Section 409A, or (D) 60 days from the date the Company
experiences a change in control, as defined by
Section 409A.
(ii) Election Change .
Any eligible manager who elects payment on a specified date (as
described in Section 4(a)(i)(B) above) may change his election
as to payment timing by delivering a written notice of election
(Exhibit A) to the Secretary of the Company. An election change is
valid only if (A) the election change is made at least 12
months prior to the date on which payment is scheduled to be made,
(B) the election change does not take effect for at least 12
months, and (C) the election change further delays the
specified date of payment by at least five years. A change in
payment timing shall apply to the eligible manager’s separate
memorandum account in its entirety.
(b) Payment Form
.
(i) Initial Election .
Any eligible manager may elect to receive his separate memorandum
account in one of the forms below by delivering a written notice of
election (Exhibit A) to the Secretary of the Company within 30 days
after he or she becomes an eligible manager. Except as provided in
paragraph (ii) below, such initial election is irrevocable.
Such payment form shall apply to the eligible manager’s
separate memorandum account in its entirety.
(A) Lump Sum . Any
eligible manager may elect to receive payment in the form of a lump
sum, or
(B) Installments . Any
eligible manager may elect to rec
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