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Exhibit
10.3
ICF INTERNATIONAL,
INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
(Effective May 1,
2008)
ICF INTERNATIONAL,
INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
(Effective May 1,
2008)
TABLE OF
CONTENTS
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Section
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Page |
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ARTICLE I
DEFINITIONS AND
CONSTRUCTION
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1.1
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Definitions |
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1 |
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1.2
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Construction |
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6 |
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ARTICLE II
SELECTION, ENROLLMENT AND
ELIGIBILITY
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2.1
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Selection
by the Compensation Committee |
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6 |
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2.2
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Enrollment and Eligibility Requirements; Commence of
Participation |
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6 |
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ARTICLE III
DEFERRALS, COMPANY
CONTRIBUTION,
VESTING AND WITHHOLDING
TAXES
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3.1
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Deferrals |
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7 |
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3.2
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Timing of
Deferral Elections; Effect of Election Form |
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7 |
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3.3
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Withholding and Crediting of Annual Deferral
Amounts |
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9 |
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3.4
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Company
Contribution Amount |
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9 |
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3.5
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Vesting |
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9 |
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3.6
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Crediting
and Debiting of Account Balances |
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10 |
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3.7
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Social
Security and Other Taxes |
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11 |
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ARTICLE IV
SCHEDULED DISTRIBUTIONS
AND UNFORESEEABLE EMERGENCIES
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4.1
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Scheduled
Distributions |
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12 |
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4.2
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Postponing Scheduled Distributions |
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13 |
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4.3
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Other
Benefits Take Precedence Over Scheduled Distributions |
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13 |
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4.4
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Unforeseeable Emergencies |
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14 |
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ARTICLE V
RETIREMENT
BENEFIT
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5.1
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Retirement Benefit |
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14 |
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5.2
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Payment
of Retirement Benefit |
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15 |
~i~
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ARTICLE VI
TERMINATION
BENEFIT
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6.1
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Termination Benefit |
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15 |
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6.2
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Payment
of Termination Benefit |
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16 |
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ARTICLE VII
DISABILITY
BENEFIT
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7.1
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Disability Benefit |
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16 |
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7.2
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Payment
of Disability Benefit |
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16 |
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ARTICLE
VIII
DEATH
BENEFIT
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8.1
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Death
Benefit |
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17 |
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8.2
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Payment
of Death Benefit |
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17 |
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ARTICLE IX
BENEFICIARY
DESIGNATION
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9.1
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Beneficiary |
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17 |
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9.2
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Beneficiary Designation |
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18 |
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9.3
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Acknowledgement |
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18 |
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9.4
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No
Beneficiary Designation |
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18 |
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9.5
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Doubt as
to Beneficiary |
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18 |
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9.6
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Discharge
of Obligations |
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18 |
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ARTICLE X
LEAVE OF
ABSENCE
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10.1
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Paid
Leave of Absence |
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18 |
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10.2
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Unpaid
Leave of Absence |
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18 |
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ARTICLE XI
TERMINATION AND AMENDMENT
OF PLAN
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11.1
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Termination of Plan |
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19 |
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11.2
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Amendment |
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19 |
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11.3
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Plan
Agreement |
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19 |
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11.4
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Effect of
Payment |
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19 |
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ARTICLE XII
ADMINISTRATION
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12.1
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Duties of
the Committee |
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20 |
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12.2
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Administration Upon Change In Control |
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20 |
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12.3
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Agents |
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20 |
~ii~
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12.4
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Binding
Effect of Decisions |
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20 |
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12.5
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Indemnity
of Committee |
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20 |
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12.6
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Employer
Information |
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21 |
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ARTICLE
XIII
OTHER BENEFITS AND
AGREEMENTS
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13.1
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Coordination with Other Benefits |
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21 |
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13.2
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Compliance with Code Section 409A |
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21 |
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ARTICLE XIV
CLAIMS
PROCEDURES
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14.1
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Maintenance of Claims Procedures |
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21 |
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14.2
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Disputes
and Resolutions |
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21 |
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ARTICLE XV
TRUST
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15.1
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Establishment of the Trust |
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22 |
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15.2
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Interrelationship of the Plan and the Trust |
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22 |
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15.3
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Distributions From the Trust |
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22 |
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ARTICLE XVI
MISCELLANEOUS
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16.1
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Status of
Plan |
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22 |
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16.2
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Unsecured
General Creditor |
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22 |
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16.3
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Employer’s Liability |
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22 |
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16.4
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Nonassignability |
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22 |
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16.5
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Not a
Contract of Employment |
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23 |
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16.6
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Furnishing Information |
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23 |
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16.7
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Terms |
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23 |
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16.8
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Captions |
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23 |
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16.9
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Governing
Law |
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23 |
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16.10
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Notice |
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23 |
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16.11
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Successors |
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24 |
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16.12
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Spouse’s Interest |
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24 |
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16.13
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Validity |
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24 |
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16.14
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Incompetency |
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24 |
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16.15
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Domestic
Relations Orders |
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24 |
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16.16
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Tax
Treatment |
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24 |
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16.17
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Deduction
Limitation on Benefit Payments |
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24 |
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| Appendix A |
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A-1 |
~iii~
ICF INTERNATIONAL,
INC.
NONQUALIFIED DEFERRED
COMPENSATION PLAN
(Effective May 1,
2008)
Preamble
The ICF International, Inc.
Nonqualified Deferred Compensation Plan (the “Plan”) is
hereby established, effective May 1, 2008, by ICF
International, Inc. (the “Company”) in order to provide
certain benefits to a select group of management or highly
compensated employees who contribute materially to the continued
growth, development and future business success of the Company and
its subsidiaries. The Plan shall be unfunded for tax purposes and
for purposes of Title I of ERISA.
The Plan is intended to
comply with all applicable law, including Section 409A of the
Code (as defined below) and shall be operated and interpreted in
accordance with such intention. Moreover, in order to comply with
the requirements of said Section 409A, certain transition
relief provided under Notice 2007-86, as described more fully in
Appendix A of the Plan, may be provided to Participants.
ARTICLE I
DEFINITIONS AND
CONSTRUCTION
For the purposes of the Plan,
unless otherwise clearly apparent from the context, the following
phrases or terms shall have the following indicated
meanings:
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(1) |
“Account Balance” shall mean, with respect
to a Participant, an entry on the records of the Employer equal to
the sum of the Participant’s Annual Accounts. The Account
Balance shall be a bookkeeping entry only and shall be utilized
solely as a device for the measurement and determination of the
amounts to be paid to a Participant, or his or her designated
Beneficiary, pursuant to the Plan. |
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(2) |
“Annual Account” shall mean, with respect to
a Participant for a Plan Year, an entry on the records of the
Employer equal to (a) the sum of the Participant’s
Annual Deferral Amount and Company Contribution Amount for such
Plan Year, plus (b) amounts credited or debited to such
amounts in accordance with the applicable provisions of the Plan,
less (c) all distributions made to the Participant or his or
her Beneficiary in accordance with the applicable provisions of the
Plan that relate to the Annual Account for such Plan Year. The
Annual Account shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination
of the amounts to be paid to a Participant, or his or her
designated Beneficiary. |
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(3) |
“Annual Deferral Amount” shall mean the
portion of a Participant’s Base Salary, Bonus and Commissions
that a Participant defers in accordance with Article III for
any one Plan Year, without regard to whether such amounts are
withheld and credited during such Plan Year. |
- 1 -
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(4) |
“Annual Installment Method” shall mean the
method used to determine the amount of each payment due to a
Participant who has elected to receive a benefit over a period of
years in accordance with the applicable provisions of the Plan. The
amount of each annual payment due to the Participant shall be
calculated by multiplying the balance of the Participant’s
benefit by a fraction, the numerator of which is one and the
denominator of which is the remaining number of annual payments due
the Participant. The amount of the first annual payment shall be
determined as of the close of business on the Participant’s
Benefit Distribution Date, (or, in the event such Benefit
Distribution Date is not a business day, the first annual payment
shall be valued as of the close of business of the next business
day immediately following such Benefit Distribution Date), and the
amount of each subsequent annual payment shall be calculated as of
each anniversary of such Benefit Distribution Date. For purposes of
the Plan, the right to receive a benefit payment in annual
installments shall be treated as the entitlement to a single
payment. |
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(5) |
“Base Salary” shall mean the annual cash
compensation relating to services performed during any Plan Year
and designated as “base salary” by the Employer,
excluding, however, distributions from nonqualified deferred
compensation plans, bonuses, commissions, overtime, fringe
benefits, income from equity incentive plans (including stock
options, restricted stock, stock appreciation rights, and stock
bonuses), relocation reimbursements, non-cash incentive payments,
and non-monetary awards, as well as automobile and other allowances
(whether or not such allowances are included in the
Employee’s gross income) paid to a Participant for employment
services rendered. Base Salary shall be calculated before reduction
for compensation voluntarily deferred or contributed by or on
behalf of the Participant pursuant to all qualified or nonqualified
plans of the Employer and shall include amounts not otherwise
included in the Participant’s gross income due to deferrals
under Code Sections 125, 402(e)(3), 402(h), or 403(b) to plans
established by an Employer; provided, however, that all such
amounts shall be included in such compensation only to the extent
that had there been no such plan, the amount would have been
payable in cash to the Employee. |
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(6) |
“Beneficiary” shall mean one or more
persons, trusts, estates or other entities, designated in
accordance with Article IX, as entitled to receive benefits
under the Plan upon the death of a Participant. |
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(7) |
“Beneficiary Designation Form” shall mean
the form specified from time to time by the Committee for a
Participant to complete and return to the Committee in order to
designate one or more Beneficiaries. |
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(8) |
“Benefit Distribution Date” shall mean the
date upon which all or an objectively determinable portion of a
Participant’s vested benefits will become eligible for
distribution under the Plan. Except as otherwise provided in the
Plan, a Participant’s Benefit Distribution Date shall be
determined based on the earliest to occur of an event or scheduled
date set forth in Articles IV through VIII, as
applicable. |
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(9) |
“Board” shall mean the board of directors of
the Company. |
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(10) |
“Bonus” shall mean, for any particular Plan
Year, the amount of any cash compensation, in addition to Base
Salary and Commissions, earned by a Participant under any
Employer’s annual cash bonus and cash incentive
plans. |
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(11) |
“Change in Control” shall mean the
occurrence of a “change in the ownership,” a
“change in the effective control” or a “change in
the ownership of a substantial portion of the assets” of the
Company that is a “change in control” under Code
Section 409A. |
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(12) |
“Code” shall mean the Internal Revenue Code
of 1986 as well as applicable Treasury regulations and guidance, as
may be amended from time to time. |
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(13) |
“Commissions” shall mean the cash
commissions earned by a Participant during a Plan Year, as
determined in accordance with Code Section 409A. |
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(14) |
“Committee” shall mean the committee
described in Article XII. |
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(15) |
“Company” shall mean ICF International,
Inc., a Delaware corporation, and any successor to all or
substantially all of the Company’s assets or
business. |
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(16) |
“Company Contribution Amount” shall mean,
for any one Plan Year, the amount determined in accordance with
Section 3.4. |
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(17) |
“Compensation Committee” shall mean the
Compensation Committee of the Board. |
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(18) |
“Disability” or
“Disabled” shall mean that a Participant is:
(i) determined to be disabled by the Social Security
Administration; or (ii) determined to be disabled for purposes
of the group disability program maintained by the Employer,
provided that the definition of disability under such program means
that the Participant is (a) unable to engage in any
substantial gainful activity by reason of a medically determinable
physical or mental impairment that can be expected to result in
death or to last for a continuous period of not less than 12
months, or (b) receiving income replacement benefits for a
period of not less than three months under an accident and health
plan of the Employer by reason of any medically determinable
physical or mental impairment that can be expected to result in
death or to last for a continuous period of not less than 12
months. |
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(19) |
“Early Retirement Age” shall mean the age at
which a Participant completes 10 years of service; provided,
however, that such age shall not be less than 55. |
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(20) |
“Election Form” shall mean the form which
may be in electronic format or other form specified from time to
time by the Committee for a Participant to complete and return to
the Committee in order to make an election under the
Plan. |
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(21) |
“Employee” shall mean a person who is a
full-time, common law employee of an Employer. |
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(22) |
“Employer” shall be defined as
follows: |
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a) |
Except as otherwise provided in paragraph (b) of this
Paragraph (22), the term “Employer” shall mean the
Company and/or any of its subsidiaries (now in existence or
hereafter formed or acquired) that are set forth on a listing of
participating subsidiaries with respect to the Plan as adopted by
the Compensation Committee from time to time. |
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b) |
For the purpose of determining whether a Participant has
experienced a Separation from Service, the term
“Employer” shall mean: |
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i) |
The entity for which the Participant performs services and with
respect to which the legally binding right to compensation deferred
or contributed under the Plan arises; and |
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ii) |
All other entities with which the entity described above would
be aggregated and treated as a single employer under Code
Section 414(b) and Code Section 414(c), as applicable. In
order to identify the group of entities described in the preceding
sentence, the Committee shall use an ownership threshold of at
least 50% as a substitute for the 80% minimum ownership threshold
that appears in, and otherwise must be used when applying, the
applicable provisions of (A) Code Section 1563 for
determining a controlled group of corporations under Code
Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for
determining the trades or businesses that are under common control
under Code Section 414(c). |
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(23) |
“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as it may be amended from time to
time. |
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(24) |
“Normal Retirement Age” shall mean age
65. |
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(25) |
“Participant” shall mean any Employee
(a) who is selected to participate in the Plan, (b) whose
executed Plan Agreement, Election Form and Beneficiary Designation
Form are accepted by the Committee, and (c) whose Account
Balance has not been completely distributed. |
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(26) |
“Performance-Based Compensation” shall mean
compensation the entitlement to, or amount of, which is contingent
on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least
12 consecutive months, as determined by the Compensation Committee
but which meets the definition of performance-based compensation
under Code Section 409A. |
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(27) |
“Plan” shall mean the ICF International,
Inc. Nonqualified Deferred Compensation Plan, which shall be
evidenced by this instrument, as it may be amended from time to
time, and by any other documents that together with this instrument
define a Participant’s rights to amounts credited to his or
her Account Balance. |
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(28) |
“Plan Agreement” shall mean a written
agreement in the form prescribed by or acceptable to the Committee
that evidences a Participant’s agreement to the terms of the
Plan and which may establish additional terms or conditions of Plan
participation for a Participant. Unless otherwise determined by the
Committee, the most recent Plan Agreement
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accepted with respect to a
Participant shall supersede any prior Plan Agreements for such
Participant. Plan Agreements may vary among Participants and may
provide additional benefits not set forth in the Plan or limit the
benefits otherwise provided under the Plan.
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(29) |
“Plan Year” shall mean a period beginning on
January 1 of each calendar year and continuing through
December 31 of such calendar year. Notwithstanding the
foregoing, in the case of the first year in which the Plan is in
effect, the term “Plan Year” shall mean the period
beginning May 1, 2008 and ending on December 31,
2008. |
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(30) |
“Retirement,” “Retire(s)” or
“Retired” shall mean a Separation from Service
by a Participant on or after such Participant’s Early
Retirement Age or Normal Retirement Age, as the case may
be. |
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(31) |
“Separation from Service” shall mean a
termination of services provided by a Participant to the Employer,
whether voluntarily or involuntarily, other than by reason of death
or Disability, as determined by the Committee in accordance with
Code Section 409A. |
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(32) |
“Specified Employee” shall mean any
Participant who is determined to be a “key employee”
(as defined under Code Section 416(i) without regard to
paragraph (5) thereof) for the applicable period, as
determined annually by the Committee in accordance with the
provisions of Code Section 409A. In determining whether a
Participant is a Specified Employee, the following provisions shall
apply: |
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a)
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The Committee’s
identification of the individuals who fall within the definition of
“key employee” under Code Section 416(i) (without
regard to paragraph (5) thereof) shall be based upon the
12-month period ending on each December 31 st (referred to below as the
“identification date”). In applying the applicable
provisions of Code Section 416(i) to identify such
individuals, “compensation” shall be determined in
accordance with Treas. Reg. §1.415(c)-2(a) without regard to
(i) any safe harbor provided in Treas. Reg.
§1.415(c)-2(d), (ii) any of the special timing rules
provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of
the special rules provided in Treas. Reg. §1.415(c)-2(g);
and
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b)
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Each Participant who is among
the individuals identified as a “key employee” in
accordance with part (a) of this Paragraph (32) shall be
treated as a Specified Employee for purposes of the Plan if such
Participant experiences a Separation from Service during the
12-month period that begins on the April 1 st following the applicable identification
date.
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(33) |
“Trust” shall mean one or more trusts that
may be established by the Company in accordance with Article
XV. |
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(34) |
“Unforeseeable Emergency” shall mean a
severe financial hardship of the Participant resulting from
(a) an illness or accident of the Participant, the
Participant’s spouse, the Participant’s Beneficiary or
the Participant’s dependent (as
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defined in Code
Section 152 without regard to paragraphs (b)(1), (b)(2) and
(d)(1)(b) thereof), (b) a loss of the Participant’s
property due to casualty, or (c) such other similar
extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, all as determined
in the sole discretion of the Committee based on the relevant facts
and circumstances in accordance with the provisions of Code
Section 409A.
|
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(35) |
“Years of Service” shall mean the
total number of full years in which a Participant has been
employed by one or more Employers, as determined by the Committee.
For purposes of this definition, a year of employment shall be a
365-day period (or 366-day period in the case of a leap year) that,
for the first year of employment, commences on the Employee’s
date of hire and that, for any subsequent year, commences on an
anniversary of such hire date. A partial year of employment shall
not be treated as a Year of Service. Any period of time after a
Participant’s employment with all Employers has terminated
shall not be counted toward Years of Service, notwithstanding any
determination that the Participant has not incurred a Separation
from Service. |
| 1.2 |
Construction . Where necessary or appropriate to
the meaning herein, the singular shall be deemed to include the
plural and the masculine pronoun to include the
feminine. |
ARTICLE II
SELECTION, ENROLLMENT
AND ELIGIBILITY
| 2.1 |
Selection by the Compensation Committee .
Participation in the Plan shall be limited to a select group of
management or highly compensated Employees, selected by the
Compensation Committee or the Board. |
| 2.2 |
Enrollment and Eligibility Requirements; Commencement of
Participation . |
| |
(a) |
As a condition to participation, each selected Employee shall
agree to be bound by the terms of the Plan and shall complete and
return to the Committee, a Plan Agreement, an Election Form and a
Beneficiary Designation Form by the deadline(s) established by the
Committee in accordance with the applicable provisions of the Plan.
In addition, the Committee shall establish from time to time such
other enrollment requirements as it determines, in its sole
discretion, are necessary. |
| |
(b) |
Each selected Employee who is eligible to participate in the
Plan shall commence participation in the Plan on the date that the
Committee determines that the Employee has met all enrollment
requirements set forth in the Plan and required by the Committee,
including returning all required documents to the Committee within
the specified time period; provided, however, that such
participation shall be subject to any applicable provisions of Code
Section 409A. |
| |
(c) |
If an Employee fails to meet all requirements established by
the Committee within the period required, that Employee shall not
be eligible to participate in the Plan during such Plan
Year. |
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ARTICLE III
DEFERRALS, COMPANY
CONTRIBUTION AMOUNTS,
VESTING AND WITHHOLDING
TAXES
| |
(a) |
Annual Deferral Amount . For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral
Amount, a percentage of his or her Base Salary, Bonus and/or
Commissions up to the following maximum percentages for each
deferral elected: |
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Deferral
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Maximum Percentage Allowed |
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Base Salary
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80 |
% |
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Bonus
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100 |
% |
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Commissions
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100 |
% |
In the event that an election
is made for less than 1% or if no election is made for a particular
type of deferral, the amount deferred shall be 0%. If an election
is made for more than the stated maximum percentage, the amount
deferred shall be the stated maximum percentage.
| |
(b) |
Short Plan Year . Notwithstanding the foregoing,
in the case of (i) the first Plan Year in which the Plan is in
effect or (ii) an individual first becoming a Participant
after the first day of a Plan Year, then to the extent required by
Section 3.2 and Code Section 409A, the maximum amount of
the Participant’s Base Salary, Bonus or Commissions that may
be deferred by the Participant for the Plan Year shall be
determined by applying the percentages set forth in
Section 3.1(a) to the portion of such compensation
attributable to services performed after the date that the
Participant’s deferral election is made and submitted to the
Committee. |
| 3.2 |
Timing of Deferral Elections; Effect of Election Form
. |
| |
(a)
|
General Timing Rule for
Deferral Elections . Except as otherwise provided in this
Section 3.2, in order for a Participant to make a valid
election to defer Base Salary, Bonus and/or Commissions, the
Participant must submit an Election Form on or before the deadline
established by the Committee, which in no event shall be later than
the December 31 st preceding the Plan Year in which such compensation will be
earned. Any deferral election made in accordance with this
Section 3.2(a) shall be irrevocable as of such
December 31 st ;
provided, however, that if the Committee permits or requires
Participants to make a deferral election by the deadline described
above for an amount that qualifies as Performance-Based
Compensation, the Committee may permit a Participant to
subsequently change his or her deferral election for such
compensation by submitting a new Election Form in accordance with
Section 3.2(c) below.
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(b) |
Timing
of Deferral Elections for Newly Eligible Plan Participants
. A selected Employee who first becomes eligible to participate
in the Plan on or after the beginning of a Plan Year, as determined
in accordance with Code Section 409A
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and the “plan
aggregation” rules provided in Code Section 409A, may be
permitted to make an election to defer the portion of his or her
Base Salary, Bonus and/or Commissions attributable to services to
be performed after such election; provided that the Participant
submits an Election Form on or before the deadline established by
the Committee, which in no event shall be later than 30 days after
the Participant first becomes eligible to participate in the Plan.
If a deferral election made in accordance with this
Section 3.2(b) relates to compensation earned based upon a
specified performance period, the amount eligible for deferral
shall be equal to (i) the total amount of compensation for the
performance period, multiplied by (ii) a fraction, the
numerator of which is the number of days remaining in the service
period after the Participant’s deferral election is made, and
the denominator of which is the total number of days in the
performance period. Any deferral election made in accordance with
this Section 3.2(b) shall become irrevocable no later than the
30 th day
after the date the selected Employee becomes eligible to
participate in the Plan.
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(c) |
Timing of Deferral Elections for Performance-Based
Compensation . Subject to the limitations described below,
the Committee may determine that an irrevocable deferral election
for an amount that qualifies as Performance-Based Compensation may
be made by submitting an Election Form on or before the deadline
established by the Committee, which in no event shall be later than
6 months before the end of the performance period. In order for a
Participant to be eligible to make a deferral election for
Performance-Based Compensation in accordance with the deadline
established pursuant to this Section 3.2(c), the Participant
must have performed services continuously from the later of
(i) the beginning of the performance period for such
compensation, or (ii) the date upon which the performance
criteria for such compensation are established, through the date
upon which the Participant makes the deferral election for such
compensation. In no event shall a deferral election submitted under
this Section 3.2(c) be permitted to apply to any amount of
Performance-Based Compensation that has become readily
ascertainable. |
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(d)
|
Timing Rule for
Deferral of Compensation Subject to Risk of Forfeiture .
With respect to compensation (i) to which a Participant has a
legally binding right to payment in a subsequent year, and
(ii) that is subject to a forfeiture condition requiring the
Participant’s continued services for a period of at least 12
months from the date the Participant obtains the legally binding
right, the Committee may determine that an irrevocable deferral
election for such compensation may be made by timely delivering an
Election Form to the Committee in accordance with its rules and
procedures, no later than the 30 th day after the Participant obtains the
legally binding right to the compensation; provided that the
election is made at least 12 months in advance of the earliest date
at which the forfeiture condition could lapse, as determined in
accordance with Code Section 409A. Any deferral election(s)
made in accordance with this Section 3.2(d) shall become
irrevocable no later than the 30 th day after the Participant obtains the
legally binding right to the compensation subject to such deferral
election(s).
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| 3.3 |
Withholding and Crediting of Annual Deferral Amounts
. For each Plan Year, the Base Salary portion of an Annual
Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time
for increases and decreases in Base Salary. The Bonus and/or
Commissions portion of an Annual Deferral Amount shall be withheld
at the time the Bonus or Commissions are or otherwise would be paid
to the Participant, whether or not this occurs during the Plan Year
itself. Annual Deferral Amounts shall be credited to the
Participant’s Annual Account for such Plan Year at the time
such amounts would otherwise have been paid to the
Participant. |
| 3.4 |
Company Contribution Amount . |
| |
(a) |
For each Plan Year, an Employer may be required to credit
amounts to a Participant’s Annual Account in accordance with
employment or other agreements entered into between the Participant
and the Employer, which amounts shall be part of the
Participant’s Company Contribution Amount for such Plan Year.
Such amounts shall be credited to the Participant’s Annual
Account for the applicable Plan Year on the date or dates
prescribed by such agreements. Notwithstanding the foregoing, such
amounts shall only be credited under the Plan if such crediting
will not cause the Plan to fail to comply with Code
Section 409A. |
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(b) |
For each Plan Year, an Employer, in its sole discretion, may,
but is not required to, credit any amount it desires to any
Participant’s Annual Account under the Plan, which amount
shall be part of the Participant’s Company Contribution
Amount for such Plan Year. The amount so credited to a Participant
may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan
Year may be zero, even though one or more other Participants
receive a Company Contribution Amount for that Plan Year. The
Company Contribution Amount described in this Section 3.4(b),
if any, shall be credited to the Participant’s Annual Account
for the applicable Plan Year on a date or dates to be determined by
the Committee. |
| |
(c) |
If not otherwise specified in the Participant’s
employment or other agreement entered into between the Participant
and the Employer, the amount (or the method or formula for
determining the amount) of a Participant’s Company
Contribution Amount shall be set forth in writing in one or more
documents, which shall be deemed to be incorporated into the Plan
in accordance with Paragraph (27) of Section 1.1, no
later than the date on which such Company Contribution Amount is
credited to the applicable Annual Account of the
Participant. |
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(a) |
A Participant shall at all times be 100% vested in the portion
of his or her Account Balance attributable to Annual |
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