Exhibit (10)(n)
2005 DIRECTORS DEFERRED COMPENSATION
PLAN
OF
MARSHALL & ILSLEY
CORPORATION
as amended October 18,
2007
Recitals
The purpose of the Plan is to allow
the Company’s directors to defer all or a portion of their
compensation for serving on the Company’s Board of Directors.
Such deferrals are deemed invested, at the directors’
elections, in either common stock of the Company (“Common
Stock”) or Treasury Bills (with the exception of restricted
shares and restricted stock units which are invested in Common
Stock). At retirement from the Board, deferrals are paid out over a
period of time previously designated by each director, unless
otherwise provided herein.
Article I
Definitions
“ Account A ”
means a bookkeeping account being administered for the benefit of a
Participant under Paragraph 3.1, below, and any sub-accounts
thereof.
“ Account B ”
means a bookkeeping account being administered for the benefit of a
Participant under Paragraph 3.2, below, and any sub-accounts
thereof.
“ Account C ”
means a bookkeeping account being administered for the benefit of a
Participant under Paragraph 3.3, below, and any sub-accounts
thereof.
“ Administrator ”
means the person or persons selected pursuant to Article VI, below,
to control and manage the operation and administration of the
Plan.
“ Affiliate ”
means any corporation or other entity which directly or indirectly
controls, is controlled by, or under common control with, the
referenced entity. Control means the ability to elect a majority of
the Board of Directors of the corporation or other entity, or if
there is no Board of Directors, a majority of the body which
governs the entity.
“ Change of Control
” has the same meaning as in the Marshall & Ilsley
Corporation 2006 Equity Incentive Plan.
“ Code ” means
the Internal Revenue Code of 1986, as amended.
“ Committee ”
means the Compensation and Human Resources Committee of the Board
of Directors of the Company.
“ Common Stock ”
means the authorized and issued or unissued $1.00 par value common
stock of the Company.
“ Companies ”
means, prior to the Separation Transaction, Marshall &
Ilsley Corporation and any subsidiary thereof. After the Separation
Transaction, “Companies” means the publicly-traded
corporation with the name Marshall & Ilsley Corporation,
and all entities that are Affiliates thereof.
“ Company ”
means, prior to the Separation Transaction, Marshall &
Ilsley Corporation, a Wisconsin corporation, or a successor
thereof. After the Separation Transaction, the
“Company” means the publicly-traded corporation with
the name Marshall & Ilsley Corporation.
“ Compensation ”
means the annual retainer fees, Board meeting fees and committee
meeting fees payable by the Companies to a Participant for a Plan
Year.
“ Director ”
means any member of the Boards of Directors of the Companies who is
not an employee of the Companies.
“ Distribution Election
” means the election by a Participant, from time to time, to
choose the method of distribution of his deferrals, and any deemed
investment increases or decreases attributable thereto. The methods
of distribution contained in the form of Distribution Election can
be changed from time to time at the discretion of the
Administrator.
“ Fair Market Value
” means the closing sale price of the Common Stock on the New
York Stock Exchange as reported in the Midwest Edition of the Wall
Street Journal for the applicable date; provided that
, if no sales of Common Stock were made on said exchange on that
date, “Fair Market Value” shall mean the closing sale
price of the Common Stock as reported for the next succeeding day
on which sales of Common Stock are made on said exchange, or,
failing any such sales, such other market price as the Committee
may determine in conformity with pertinent law and regulations of
the Treasury Department.
“ Metavante ”
means, after the Separation Transaction, the publicly-traded parent
of the group of companies that includes the Company’s former
subsidiary, Metavante Corporation.
“ Participant ”
means each member of or Board of Directors of the Companies who
elects to participate in the Plan for a Plan Year.
“ Plan ” means
this 2005 Directors’ Deferred Compensation Plan of
Marshall & Ilsley Corporation, as the same hereafter may
be amended from time to time.
“ Plan Year ”
means the 12-month period beginning on January 1 of any year
and ending on December 31.
“ Restricted Shares
” means an award of stock under a Company plan, which may
contain transferability or forfeiture provisions (including a
requirement of future services), all as set forth in an award
agreement.
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“ Restricted Stock
Units ” means units held in a Participant’s Account
C which are received upon a deferral of Restricted Shares or
directly as a grant from the Company and have transferability or
forfeiture provisions (which may include the requirement of future
services). Each Restricted Unit represents one share of Common
Stock.
“ Separation from
Service ” has the same meaning as in Treas. Reg.
§1.409A-1(h)(2)(i) promulgated under Section 409A of the
Code.
“ Separation
Transaction ” means the transaction whereby Metavante and
the Company become separate publicly-traded companies.
“ Trust ” means
the Company’s Deferred Compensation Trust III.
Article II
Participation and Election of
Accounts
2.1. Participation . Each
Director may elect, in accordance with the election procedures
prescribed by the Committee from time to time, to become a
Participant in the Plan for a Plan Year and to have all or a
portion of his Compensation or Restricted Shares, if any, for such
Plan Year deferred for his benefit under the Plan. In addition, a
Director will become a Participant in the Plan if he is awarded
Restricted Stock Units. In no event may such deferral election be
filed after the beginning of the Plan Year, except when a Director
becomes eligible to participate in the Plan after the beginning of
the Plan Year, in which event the Director will have thirty days
from the date of eligibility to make an election for Compensation
or Restricted Shares, if any, earned after such date.
2.2. Election of Accounts .
At the time a Director elects to be a Participant for a Plan Year,
he also may elect that any portion or all of his Compensation for
the Plan Year which is deferred hereunder be allocated to his
Account A or Account B. If no such election is made, all of his
Compensation deferred for the Plan Year shall be allocated to his
Account B. Restricted Stock Units will be allocated to Account
C.
2.3. Manner of Election . Any
election pursuant to Paragraphs 2.1 or 2.2, above, shall be made in
writing on such form or forms as the Committee shall prescribe from
time to time. If a Participant elects to have less than all of his
Compensation for a Plan Year deferred or elects that portions of
his deferred Compensation be allocated to different Accounts, the
election shall set forth the method for determining the amount to
be so deferred or allocated. All elections shall be effective when
filed with the Secretary of the Company.
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Article III
Administration of
Accounts
3.1. Account A .
(a) Amounts allocated to a
Participant’s Account A, pursuant to the election form
provided to the Participant by the Company, shall be considered to
be invested in Common Stock on a monthly basis, and such
Participant’s Account A shall be credited with the equivalent
number of shares of Common Stock (hereinafter referred to as
“Credited Shares”) which the amount allocated would
have purchased on a common investment date, which will typically be
any of the first five business days of any month, determined in the
sole discretion of an independent brokerage agent. In addition, to
the extent Credited Shares are held on the record date for any
dividend, each Participant’s Account A shall be credited with
a number of additional Credited Shares resulting from the
reinvestment of dividends on a common investment date, which will
typically be any of the first five business days after the payment
of the dividend, determined in the sole discretion of an
independent brokerage agent.
(b) In the event of any distribution
with respect to Common Stock other than a cash dividend, such as a
stock split, stock dividend or similar transaction, each
Participant’s Account A shall be credited with a number
of additional Credited Shares or other consideration as determined
by the Committee in its sole discretion. In clarification of the
foregoing, upon the occurrence of the Separation Transaction, a
Participant’s Account A will hold both Common Stock and
common stock of Metavante (hereafter, “Metavante
Stock”) determined as if the Participant were a shareholder
of the Company for the number of shares in his Account A
immediately prior to the Separation Transaction.
(c) In the event of a Change in
Control, a Participant’s Account A shall be credited with the
same amount and type of consideration which a shareholder of the
Company would have received holding the same number of shares of
Common Stock as are held in the Participant’s Account A at
the time of the payment of the consideration. If there is a
shareholder election as to the type of consideration received in a
Change in Control, a Participant’s Account A will be
credited with consideration assuming that the Participant elected
the maximum amount of stock which is available to electing
shareholders, adjusted for any proration required because of
oversubscription.
(d) Account A will be
denominated in whole and fractional shares. A Participant’s
Account A shall be divided into the same number of sub-accounts as
the number of alternatives contained in the Distribution Election
from time to time. Deferrals for a Plan Year, and any dividends or
shares associated therewith, shall be deemed credited to a
sub-account based on the Distribution Election for such Plan
Year.
3.2. Account B . Amounts
allocated to a Participant’s Account B, pursuant to the
election form provided to the Participant by the Company, shall be
considered to be invested in U.S. Treasury Bills having a maturity
of 13 weeks. Each Participant’s Account B shall be credited
on the last day of each calendar quarter with the amount of
interest which would have been earned if the balance in a
Participant’s Account B, as of the last day of the previous
calendar quarter
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(including interest credited hereunder for the
previous calendar quarter) plus one-half of the applicable
deferrals made during the subject calendar quarter were invested in
U.S. Treasury Bills with a maturity of 13 weeks. The rate of
interest applied will be determined by the Committee or its
designees from time to time in accordance with guidelines disclosed
to the Participants. A Participant’s Account B shall be
divided into the same number of sub-accounts as the number of
alternatives contained in the Distribution Election from time to
time. Deferrals for a Plan Year, and any earnings associated
therewith, shall be deemed credited to a sub-account based on the
Distribution Election for such Plan Year.
3.3 Account C .
(a) Restricted Stock Units shall be
allocated to a Participant’s Account C and shall be
considered to be invested in Credited Shares. In addition, to the
extent Credited Shares are held on the record date for any
dividend, each Participant’s Account C shall be credited with
a number of additional Credited Shares resulting from the
reinvestment of dividends on a common investment date, which will
typically be any of the first five business days after the payment
of the dividend, determined in the sole discretion of an
independent brokerage agent.
(b) In the event of any distribution
with respect to Common Stock other than a cash dividend, such as a
stock split, stock dividend or similar transaction, each
Participant’s Account C shall be credited with a number
of additional Credited Shares or other consideration as determined
by the Committee in its sole discretion. In clarification of the
foregoing, upon the occurrence of the Separation Transaction, a
Participant’s Account C will hold both Common Stock and
Metavante Stock determined as if the Participant were a shareholder
of the Company for the number of shares in his Account C
immediately prior to the Separation Transaction.
(c) In the event of a Change in
Control, a Participant’s Account C shall be credited with the
same amount and type of consideration which a shareholder of the
Company would have received holding the same number of shares of
Common Stock as are held in the Participant’s Account C at
the time of the payment of the consideration. If there is a
shareholder election as to the type of consideration received in a
Change in Control, a Participant’s Account C will be
credited with consideration assuming that the Participant elected
the maximum amount of stock which is available to electing
shareholders, adjusted for any proration required because of
oversubscription.
(d) Account C will be
denominated in whole and fraction
