Exhibit 10(h)
2003
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN
(Amended and
Restated as of January 1, 2009)
I.
Non-Employee Director Compensation
A.
Establishment of Annual Compensation
An annual
compensation amount (the “Annual Base Compensation”)
payable to Non-Employee Directors (hereafter "Directors") of
General Electric Company (the “Company”) shall be
established from time-to-time by the Board of Directors. Directors
who are members of the Audit Committee or the Management
Development and Compensation Committee shall also receive
additional annual compensation equal to ten percent (10%) of the
Annual Base Compensation for service on each such committee (such
additional compensation together with the Annual Base Compensation
are collectively referred to as the “Annual
Compensation”). The amount of Annual Compensation will be
reported annually in the Proxy Statement.
B. Payment
of Annual Compensation
1. The Annual
Compensation shall be payable in quarterly installments, with each
installment payable as promptly as practicable following the last
business day of the calendar quarter to which it applies. Quarterly
payments shall be pro rated if Board service commences or
terminates during a calendar quarter.
2. The Annual
Compensation shall be paid sixty percent (60%) in Deferred Stock
Units ("DSUs") and forty percent (40%) in cash. The number of DSUs
to be paid and the terms of the DSUs shall be determined as
provided in the following sections of this Plan.
3. Prior to
the beginning of the calendar year of their annual election to the
Board, Directors who have previously been elected to the Board may
elect to receive in DSUs all or part of that portion of his or her
Annual Compensation otherwise payable in cash. Notwithstanding the
above, within 30 days from the date of their initial election or
appointment to the Board, Directors may elect to receive in DSUs
all or part of that portion of his or her Annual Compensation
otherwise payable in cash; provided, however, that such election
shall only apply to Annual Compensation earned in calendar quarters
beginning after the date of such election. Such elections shall be
irrevocable for the period for which the director is
elected.
4. All DSUs
earned with respect to Annual Compensation will be credited to the
Director's DSU account (the “DSU Account”) when such
Annual Compensation is otherwise payable (the "Payment
Date").
5. The
Director's DSU Account will be credited with the number of DSUs
calculated to the nearest thousandths of a DSU, determined by
dividing the dollar amount of Annual Compensation to be paid in
DSUs on the Payment Date by the average of the closing market price
of the Company's common stock as reported on the Consolidated Tape
of the New York Stock Exchange listed shares for the 20 trading
days immediately preceding such Payment Date.
II.
Administration of DSU Accounts
A.
Consolidation of Prior Deferred Fee Accounts
For Directors
serving on the Board on January 1, 2003, the balances of deferred
stock units in any deferred fee accounts maintained by the Company
under the Company's Non-Employee Director Deferred Fee Plan in
effect on December 31, 2002, or predecessors to that plan, shall be
deemed to be transferred to the DSU Accounts established under this
Plan, and, together with any other amounts specifically credited to
a Director's DSU Account, shall be administered under the terms of
this Plan. The balances of deferred stock units in any deferred fee
accounts maintained by the Company under the Company's Non-Employee
Director Deferred Fee Plan in effect on December 31, 2002, or
predecessors to that plan, for former directors who were not
serving on the Board on January 1, 2003 shall be administered under
the applicable terms of such prior plan or plans.
B.
Crediting With Dividend Equivalents
1. On each
dividend payment date, a Director's DSU Account will be credited
with regular quarterly dividend equivalents in additional DSUs
determined by multiplying the number of DSUs in the Director's DSU
Account on the related dividend record date by any per share cash
dividends declared by the Company on its common stock and dividing
the product by the closing market price of the Company's common
stock as reported on the Consolidated Tape of the New York Stock
Exchange listed shares on such dividend payment date.
2. The DSU
Accounts will also be credited with DSUs by multiplying the number
of DSUs in the Director's DSU Account by any stock dividends
declared by the C
