EXHIBIT 10.13
AMERICAN EXPRESS
COMPANY
AMERICAN EXPRESS CENTURION
BANK
AMERICAN EXPRESS BANK,
FSB
DEFERRED COMPENSATION PLAN FOR
DIRECTORS AND ADVISORS
(As amended and restated effective
January 1, 2009)
Section 1. Effective
Date
The effective date of this Plan is
October 1, 1973, except as otherwise provided
herein.
Section 2.
Eligibility
Any Director of or Advisor to the
Board of Directors of American Express Company (the
“Company”), any Director of American Express Centurion
Bank Ltd. (“Centurion”) and/or any Director of American
Express Bank, FSB (“FSB”) (hereinafter
“Directors”) who is not an officer or employee of the
Company, Centurion, FSB or a subsidiary thereof is eligible to
participate in this Plan.
Section 3.
Administration
The Nominating and Governance
Committee of the Board of Directors shall administer this Plan. The
committee shall have all the powers necessary to administer this
Plan, including the right to interpret the provisions of this Plan
and to establish rules and prescribe any forms for the
administration of this Plan.
Section 4. Amount of
Deferral
A Director may elect to defer
receipt of 50% or 100% for any year of the compensation payable to
the Director for serving on or for the Board of Directors of the
Company, Centurion and FSB and Committees of the Board of Directors
thereof.
A deferral election with respect to
the compensation earned in a particular calendar year shall be made
no later the end of the preceding calendar year; provided, however,
to the extent permissible under Section 409A of the Internal
Revenue Code of 1986, as amended, and the treasury regulations and
other official guidance issued thereunder (collectively,
“Section 409A”), a Director who is newly elected to the
Board of Directors during a calendar year may make an irrevocable
election within thirty (30) days after his or her election to
the Board of Directors, which election shall only apply to the
Director’s compensation earned after the date such election
became irrevocable.
Section 5. Deferred Compensation
Accounts
Deferred compensation will be
credited to the Director’s bookkeeping account under this
Plan. In accordance with the Director’s instructions, amounts
deferred will be credited either to an account linked to the
Company” return on equity (the “ROE-Based
Option”) or an account linked to the performance of the
Company’s Common Stock par value $0.20 per share (the
“Share Equivalent Option”) as more completely described
below.
Amounts deferred for which the
Director has chosen the ROE-Based Option shall be credited or
debited with interest equivalents at a rate equal to the ROE
Formula Rate under the Company’s Pay-for-Performance Deferral
Program and the Deferral Benefits under the American Express
Supplemental Retirement Plan, as amended from time to
time.
As promptly as practicable each year
after the Compensation and Benefits Committee determines the ROE
Formula Rate with respect to the prior year, the amounts held in
the account under the ROE-Based Option on December 31 of the
prior year shall be credited or debited at the ROE Formula Rate as
follows: (i) amounts that have been held in the account for
the entire prior year will be credited or debited by an annual
percentage rate equal to the ROE Formula Rate; and
(ii) amounts that were deferred during the prior year will be
credited or debited at a proration of the annual ROE Formula Rate
based on the number of days during the prior year they were held in
the account (e.g., the number of days actually held divided by
366).
Amounts deferred for which the
Director has chosen the Share Equivalent Option will be converted
hypothetically into units equivalent to the shares of the
Company’s Common Stock (“Share Equivalent Units”
or “SEUs”), determined by dividing the amount of
deferred compensation in each calendar quarter by the average
market price of the Common Shares for the last ten
(10) trading days of such calendar quarter. On any dividend
payment date for the Common Shares, dividend equivalents in the
form of additional SEUs will be credited to the Director’s
account equal to (i) the per-share cash dividend divided by
the average market price of the Common Shares on the payment date,
multiplied by (ii) the number of such
