Exhibit 10(d)
AMENDED AND RESTATED
PACCAR INC
RESTRICTED STOCK AND DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Effective as of January 1, 2009)
1. PURPOSE OF THE
PLAN
The Company has established this Plan to provide
Non-Employee Directors with financial incentives to promote the
success of the Company’s long-term business objectives, and
to encourage qualified persons to accept nominations as a
Non-Employee Director. The Plan is unfunded and benefits are
payable in the form of shares of PACCAR Common Stock or cash. The
Plan was last amended and restated in
December 2007.
The Company hereby amends and restates the Plan
effective as of January 1, 2009. The deferral
feature of the Plan is intended to satisfy the requirements of
section 409A of the Internal Revenue Code of 1986, as amended
(“the Code”), with respect to compensation deferred
after December 31, 2004 (and subsequent earnings thereon). The
balance in the Deferred Accounts as of December 31, 2004 (and
subsequent earning thereon) shall be governed by the distribution
rules in effect on December 31, 2004.
2. DEFINITIONS
(a) “ Board of
Directors ” means the Board of Directors of PACCAR
Inc.
(b) “
Committee ” means the Nominating and Governance
Committee of the Board of Directors or any successor to such
committee.
(c) “ Common
Stock ” means common shares of PACCAR Inc with $1.00 par
value and any class of common shares into which such common shares
hereafter may be converted.
(d) “
Company ” means PACCAR Inc, a Delaware
corporation.
(e) “ Deferred
Accounts ” means either the unfunded Stock Unit Account
or Income Account maintained by the Company into which a
Non-Employee Director may defer payment of his or her cash
compensation (retainer and fees) or elect to receive a credit to
the Stock Unit Account in lieu of a grant of Restricted Stock for
service as a Company director. The Company also shall establish
subaccounts under a Non-Employee Director’s Deferred Accounts
in order to separately account for the amounts in such Deferred
Accounts that are, and that are not, subject to section 409A of the
Code.
(f) “ Fair
Market Value ” means the closing price of the Common
Stock on NASDAQ reported for the date specified for determining
such value.
(g) “ Grant
Date ” means the date that Non-Employee Directors receive
a grant of Restricted Stock.
(h) “
Grantee ” means the Non-Employee Director receiving
the Restricted Stock or his legal representative, legatees,
distributees, alternate payees, or trustees as the case may
be.
(i) “ Mandatory
Retirement ” means retirement as a Non-Employee Director
at age seventy-two (72) or at such other age as may be specified in
the bylaws for the Board of Directors in effect at the time of a
Non-Employee Director’s Termination.
(j) “
Non-Employee Director ” means a member of the
Company’s Board of Directors who is not a current employee of
the Company.
(k) “ Plan
” means this PACCAR Inc Restricted Stock and Deferred
Compensation Plan for Non-Employee Directors as it may be amended
from time to time, or any successor plan that the Committee or
Board of Directors may adopt from time to time with respect to the
grant of Director Restricted Stock or other stock-based
grants.
(l) “ Restricted
Stock ” means Common Stock that may not be sold,
transferred, or otherwise disposed of by the Grantee except under
such circumstances as may be specified by the Committee.
(m) “
Termination ” means a “separation from
service” within the meaning of section 409A of the
Code.
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3. PARTICIPATION
Each Non-Employee Director of the Company shall
be eligible to participate in the Plan during his tenure as a
Director.
4. GRANTS OF
RESTRICTED STOCK
(a)
Except as set forth in
Section 7, on the first business day of each calendar year for
the duration of the Plan (the Grant Date), each person who is a
Non-Employee Director shall receive a grant of Restricted Stock in
an amount equal to the number of shares of Common Stock that the
“Base Amount” could have purchased at the Fair Market
Value on such Grant Date (rounded up to the nearest whole share).
The “Base Amount” shall be $90,000 as of
January 1, 2006. The Board of Directors, in its sole
discretion, may adjust the Base Amount for any Grant Date;
provided, that the adjusted Base Amount is established no later
than the December 31 immediately prior to the Grant Date on
which such Base Amount shall be effective.
(b)
Shares of Restricted Stock shall
vest in full and become unrestricted on the third anniversary of
the applicable Grant Date subject to the provisions of
Section 10. Shares of Restricted Stock may not be sold,
transferred or otherwise disposed of by a Grantee until such shares
become unrestricted in accordance with the provisions of this
Section 4(b).
(c)
Each Restricted Stock grant shall be
evidenced by a written Restricted Stock Grant Agreement that shall
be executed by the Grantee and an authorized Company representative
which shall indicate the date of the Restricted Stock award, the
number of shares of Common Stock awarded, and contain such terms
and conditions as the Committee shall determine with respect to
such Restricted Stock grant consistent with the Plan.
(d)
Except as set forth in
Section 7, a PACCAR Non-Employee Director first elected to the
Board of Directors during a calendar year is entitled to a
pro-rated grant of Restricted Stock. The pro-rated grant of
Restricted Stock shall be calculated as follows: the number of
shares of Common Stock that the Base Amount could have purchased at
the Fair Market Value on the first business day the Non-Employee
Director’s Board service becomes effective (the “Grant
Date”) (rounded up to the nearest whole share) pro-rated to
reflect the number of calendar quarters such Non-Employee Director
will serve on the Board of Directors during the calendar year in
which such Non-Employee Director is first elected.
5.
SHARES OF COMMON STOCK SUBJECT TO
THE PLAN
There shall be reserved for use under the Plan
(subject to the provisions of Section 8 hereof) a total of
1,096,875 shares of Common Stock, which shares may be authorized
but unissued shares of Common Stock, treasury shares, or issued
shares of Common Stock that shall have been reacquired by the
Company.
6.
DIVIDEND, VOTING, AND OTHER
SHAREHOLDER RIGHTS
Except as otherwise provided in the Plan, each
Grantee shall have all of the rights of a shareholder of the
Company with respect to all outstanding shares of Restricted Stock
registered in his name, including the right to receive dividends
and other distributions paid or made with respect to such shares
and the right to vote such shares.
7.
DEFERRAL OF
COMPENSATION
A Non-Employee Director may elect, on or before
December 31 of any year, to defer at least 25% of the cash
compensation to be paid to the Non-Employee Director for services
as a Company director during the following calendar year and/or
elect to receive a credit to the Stock Unit Account in lieu of the
grant of Restricted Stock described in Section 4(a). Before
the term of a new Non-Employee Director begins, he may elect within
thirty (30) days of first becoming eligible to participate in the
Plan to defer payment of the cash compensation earned for the
remainder of the calendar year in which his term begins and/or
elect to receive a credit to the Stock Unit Account in lieu of the
grant of Restricted Stock described in Section 4(d). Any
credit to the Stock Unit Account in lieu of the grant of Restricted
Stock described in Section 4(a) or 4(d) shall be for
the same number of shares of Common Stock and have the same
restrictions and vesting provisions otherwise applicable to the
grant of Restricted Stock. Such credit to the Stock Unit Account
shall be evidenced by a written Deferred Restricted Stock Unit
Grant Agreement that shall be executed by the Non-Employee Director
and an authorized Company representative which shall indicate the
date of the Deferred Restricted Stock Unit award, the number of
units awarded, and contain such terms and conditions as the
Committee shall determine with respect to such Deferred Restricted
Stock Unit grant consistent with the Plan.
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Each participating Non-Employee Director may
elect to have all or a portion of his cash compensation placed into
one or both of two unfunded accounts maintained by the Company
(hereafter Deferred Accounts). At the time a Non-Employee Director
makes a deferral election, such Non-Employee Director shall specify
the time and manner in which the Deferred Accounts shall be paid,
using the deferral election forms prescribed by the Committee.
Payment of the Deferred Accounts may be made (i) at the time
of the Non-Employee Director’s Termination or (ii) based
on a specific date after the Non-Employee Director’s
Termination (including the date the Non-Employee Director attains a
specified age). The Non-Employee Director’s deferral election
form also must specify the allocation and investment of the
deferred compensation between the Stock Unit Account and the Income
Account.
