AMERIPRISE ADVISOR GROUP DEFERRED COMPENSATION PLAN

 

Effective April 22, 2009

 

Purpose

 

The purposes of the Plan are to provide a means for the deferral of Eligible Compensation by Eligible Deferral Employees, and to provide specified benefits to those Eligible Employees, who contribute materially to the continued growth, development and future business success of Ameriprise Financial, Inc. and its subsidiaries.  The Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

 

Article 1
Definitions

 

For purposes of the Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the meanings indicated in this Article 1:

 

1.01.        “ Aggregate Vested Balance ” shall mean, with respect to the Plan Accounts of any Participant as of a given date, the sum of the amounts that have become vested under all of the Participant’s Plan Accounts, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions, in accordance with Article 5 and the provisions of the applicable Annual Enrollment Materials and Award Materials.

 

1.02.        “ Amended Distribution Election Form ” shall mean the written form required by the Committee to be signed and submitted by a Participant to effect a permitted change in the Distribution Election previously made by the Participant under any Distribution Election Form.

 

1.03.        “ Annual Deferral Account ” shall mean a notional, bookkeeping account established under the Plan to reflect the Participant’s Annual Participant Deferral for a Plan Year, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions in accordance with Article 5 and the provisions of the applicable Annual Enrollment Materials.

 

1.04.        “ Annual Election Form ” shall mean the written form required by the Committee to be signed and submitted by a Participant in connection with the Participant’s deferral election with respect to a given Plan Year.

 

1.05.        “ Annual Enrollment Forms ” shall mean, for any Plan Year, the Annual Election Form, the Distribution Election Form and any other forms or documents which may be required of a Participant by the Committee, in its sole discretion.

 

1.06.        “ Annual Enrollment Materials ” shall mean, for any Plan Year, the Annual Enrollment Forms and any other forms, documents or materials concerning the terms of any Annual Participant Deferral for such Plan Year.

 

1.07.        “ Annual Participant Deferral ” shall mean the aggregate amount deferred by a Participant in respect of a particular Plan Year under Article 2.

 

 

1.08.        “ Award Materials ” shall mean the award agreement or similar documentation and any other forms or documents evidencing the terms of a Stock Bonus or Discretionary Allocation awarded under the Plan.

 

1.09.        “ Beneficiary ” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 6, that are entitled to receive a distribution of a Participant’s Plan Accounts in the event of the Participant’s death.

 

1.10.        “ Beneficiary Designation Form ” shall mean the Beneficiary Designation Form or amended Beneficiary Designation Form last signed and submitted by a Participant and accepted by the Committee.

 

1.11.        “ Board ” shall mean the board of directors of the Company.

 

1.12.        “ Change in Control ” shall mean any transaction or series of transactions that constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in each case within the meaning of Section 409A.

 

1.13.        “ Claimant ” shall have the meaning set forth in Article 10.01.

 

1.14.        “ Code ” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

 

1.15.        “ Committee ” shall mean the Compensation and Benefits Committee of the Company or such other committee designated by the Board to administer the Plan.   Any reference herein to the Committee shall be deemed to include any person to whom any duty of the Committee has been delegated pursuant to Article 9.02.

 

1.16.        “ Company ” shall mean Ameriprise Financial, Inc., a Delaware corporation, and any successor to all or substantially all of its assets or business.

 

1.17.        “ Company Stock ” shall mean the common stock, par value $0.01 per share, of the Company.

 

1.18.        “ Company Stock Fund ” shall mean the Investment Option that relates to the performance of Company Stock.

 

1.19.        “ Designation Date ” shall mean the date or dates as of which a designation of investment directions by a Participant pursuant to Article 5, or any change in a prior designation of investment directions by a Participant pursuant to Article 5, shall become effective.  The Designation Date in any Plan Year shall be determined by the Committee; provided, however, that each trading day of the New York Stock Exchange shall be available as a Designation Date unless the Committee selects different Designation Dates.

 

1.20.        “ Disability ” shall mean, with respect to a Participant, the Participant (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or

 

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mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of an Employer.  In making its determination, the Committee shall be guided by the prevailing authorities applicable under Section 409A.

 

1.21.        “ Discretionary Allocation ” shall mean the amount, if any, credited by an Employer to a Participant under Article 4.

 

1.22.        “ Discretionary Allocation Account ” shall mean a notional, bookkeeping account established under the Plan to reflect the amount credited with respect to a Participant’s Discretionary Allocation in accordance with Article 4, as adjusted to reflect all applicable Investment Adjustments and all prior withdrawals and distributions pursuant to Article 5 and the provisions of the applicable Award Materials.

 

1.23.        “ Discretionary Allocation Market Value ” of a share of Company Stock with respect to a Discretionary Allocation shall mean the Fair Market Value thereof on the Reference Date.

 

1.24.        “ Distribution Election ” shall mean an election made in accordance with Article   2.09.

 

1.25.        “ Distribution Election Form ” shall mean the written form required by the Committee to be signed and submitted by a Participant with respect to a Distribution Election for a given Plan Year.

 

1.26.        “ Elective Deductions ” shall mean the deductions made from a Participant’s Eligible Compensation for amounts voluntarily deferred or contributed by the Participant pursuant to all qualified and non-qualified compensation deferral plans, including, without limitation, amounts not included in the Participant’s gross income under Sections 125, 132(f)(4), 402(e)(3) or 402(h) of the Code; provided, however, that all such amounts would have been payable in cash to the Participant had there been no such plan.

 

1.27.        “ Eligible Compensation ” shall mean, for any Plan Year, the base salary, commissions, bonus or other items of compensation, including any Elective Deductions, designated by the Committee in the applicable Annual Enrollment Materials as eligible for deferral under the Plan for such Plan Year.

 

1.28.        “ Eligible Deferral Employee ” shall mean an Employee of an Employer who is a member of a select group of management or a highly compensated Employee and who meets eligibility criteria established by the Committee in its sole discretion to make an Annual Participant Deferral for a given Plan Year, and may also be an Eligible Employee.

 

1.29.        “ Eligible Employee ” shall mean an Employee of an Employer who meets eligibility criteria established by the Committee in its sole discretion to receive Stock Bonuses or a Discretionary Allocations under the Plan.

 

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1.30.        “ Employee ” shall mean a person who is an employee of any Employer, as determined by the Committee in its sole discretion.

 

1.31.        “ Employer ” shall mean, as applicable, the Company and any of the Company’s subsidiaries listed on Schedule A attached hereto, as such Schedule A may be amended by the Committee, in its sole discretion, from time to time.

 

1.32.        “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and all regulations, interpretations and administrative guidance issued thereunder.

 

1.33.        “ Fair Market Value ” of a share of Company Stock on a given date shall mean the per-share closing price of Company Stock as reported on the NYSE composite tape on such date, or, if there is no such reported sale price of Company Stock on the NYSE composite tape on such date, then the per-share closing price of Company Stock as reported on the NYSE composite tape on the last previous day on which sale price was reported on the NYSE composite tape.  If at any time the Company Stock is no longer listed or traded on the NYSE, the Fair Market Value of a share of Company Stock shall be calculated in such manner as may be determined by the Committee in its good faith judgment from time to time.

 

1.34.        “ Investment Adjustment ” shall mean an adjustment made to the balance of any Plan Account in accordance with Article 5 to reflect the performance of an Investment Option pursuant to which the value of the Plan Account or portion thereof is measured.

 

1.35.        “ Investment Agent ” shall mean the person appointed by the Committee or the Trustee to invest the Plan Accounts of Participants, or if no person is so designated, the Committee.

 

1.36.        “ Investment Option ” shall mean a hypothetical investment made available under the Plan from time to time by the Committee for purposes of valuing Plan Accounts.  In the event that an Investment Option ceases to exist or is no longer to be an Investment Option, the Committee may designate a substitute Investment Option for the discontinued hypothetical investment.

 

1.37.        “ NYSE ” shall mean the New York Stock Exchange.

 

1.38.        “ Participant ” shall mean any Eligible Employee or Eligible Deferral Employee (a) who is in a classification of employees designated by the Committee to participate in the Plan or who is otherwise selected by the Committee to participate in the Plan, (b) who elects to participate in the Plan and signs the applicable Annual Election Forms or is credited with an Stock Bonus under Article 3 or a Discretionary Allocation under Article 4, (c) who commences participation in the Plan, and (d) whose participation in the Plan has not terminated.  A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

 

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1.39.        “ Plan ” shall mean the Ameriprise Advisor Group Deferred Compensation Plan, which shall be evidenced by this instrument, the Annual Enrollment Materials and the Award Materials, as they may be amended from time to time.

 

1.40.        “ Plan Accounts ” shall mean, with respect to a Participant, the Annual Deferral Accounts, the Stock Bonus Accounts and the Discretionary Allocation Accounts established for such Participant under the Plan.

 

1.41.        “ Plan Year ” shall mean the 12-month period beginning on January 1 of each calendar year and ending on December 31 of such calendar year.

 

1.42.        “ Reference Date ” shall mean the date used to determine the Fair Market Value of a share of Company Stock for purposes of determining the number of Share Units to be credited to a Participant’s Plan Accounts, which date shall be, unless otherwise determined by the Committee and approved by the Board:  (a) with respect to dividend payments, the date dividends are paid on Company Stock; (b) with respect to Stock Bonuses, the first trading day of either the July of the applicable Plan Year or the February following the end of the applicable Plan Year, as specified in the applicable Award Materials; and (c) with respect to Discretionary Allocations, the first trading day of the month specified in the applicable Award Materials.

 

1.43.        “ Reporting Person ” shall mean an Employee who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended.

 

1.44.        “ Retirement ” shall mean, with respect to a Participant, the Participant’s Termination of Employment on or after the date that such Participant becomes Retirement Eligible.

 

1.45.        “ Retirement Eligible ” shall mean, with respect to a Participant, that the Participant has attained age 55 and has completed ten or more Years of Service with the Company or its affiliates.

 

1.46.        “ Section 409A ” shall mean Section 409A of the Code, and the regulations promulgated and other official guidance issued thereunder.

 

1.47.        “ Share Unit ” shall mean a unit credited to a Participant’s Plan Accounts in accordance with the terms and conditions of the Plan.  Subject to adjustment pursuant to Article 5.04, each Share Unit shall represent the right to receive one share of Company Stock or the value thereof at the time or times designated in the Plan.

 

1.48.        “ Stock Bonus ” shall mean the amount, if any, credited to a Participant pursuant to Article 3.

 

1.49.        “ Stock Bonus Account ” shall mean a notional, bookkeeping account established under the Plan to reflect the amount credited with respect to a Participant’s Stock Bonus in accordance with Article 3, as adjusted to reflect all applicable earnings credited pursuant to Article 5 and the provisions of the applicable Award Materials.

 

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1.50.        “ Stock Bonus Market Value ” of a share of Company Stock with respect to a Stock Bonus shall mean the Fair Market Value thereof on the Reference Date.

 

1.51.        “ Termination of Employment ” shall mean a “separation from service” as defined under Section 409A, as determined in accordance with the Company’s Policy Regarding Section 409A Compliance.

 

1.52.        “ Trust ” shall mean a trust established in accordance with Article 11.

 

1.53.        “ Trustee ” shall mean the trustee of the Trust.

 

1.54.        “ Unforeseeable Emergency ” shall mean, with respect to a Participant, a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  In making its determination, the Committee shall be guided by the prevailing authorities applicable under Section 409A.

 

1.55.        “ Valuation Date ” shall mean, unless otherwise determined by the Committee, the date on which shares of Company Stock shall be valued for purposes of payment under Article 2.11, 3.05, 4.05 or Article 7.

 

1.56.        “ Years of Service ” shall mean the total number of actual or deemed full Plan Years during which a Participant has been continuously employed by an Employer.  For purposes of determining a Participant’s Years of Service:  (a) such Participant’s service with American Express Company will be taken into account if and to the extent, and in accordance with, the provisions of the Employee Benefits Agreement by and between American Express Company and the Company, dated as of September 30, 2005; and (b) such Participant’s service with H&R Block, Inc. will be taken into account if and to the extent, and in accordance with, the provisions of the Stock Purchase Agreement by and between the Company, H&R Block, Inc. and Block Financial, LLC, dated as of August 12, 2008.  Any partial Plan Year during which a Participant has been employed by an Employer shall be counted pro-rata.  Service as an independent contractor, including as a P2 advisor, an employee of a P2 advisor or an Associate Financial Advisor is not included in the calculation of Years of Service.

 

Article 2
Annual Participant Deferrals

 

2.01.        Selection by Committee .  Participation in the Plan with respect to Annual Participant Deferrals shall be limited to Eligible Deferral Employees of an Employer who are in a classification of Employees designated by the Committee in its sole discretion.  For each Plan Year, the Committee may select from that group, in its sole discretion, the Eligible Deferral Employees who shall be eligible to make an Annual Participant Deferral in respect of that Plan Year.  The Committee’s selection of an Eligible Deferral Employee to make an Annual Participant Deferral in respect of a particular Plan Year will not entitle that Eligible Deferral Employee to make an Annual Participant Deferral for any subsequent Plan Year, unless the

 

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Employee is an Eligible Deferral Employee and is again selected by the Committee to make an Annual Participant Deferral for such subsequent Plan Year.

 

2.02.        Enrollment Requirements for Annual Participant Deferrals .  As a condition to being eligible to make an Annual Participant Deferral for any Plan Year, each selected Eligible Deferral Employee shall complete and return to the Committee each of the Annual Enrollment Forms no later than December 31st of the immediately preceding Plan Year, or such earlier date as the Committee may establish from time to time and in accordance with the requirements of Section 409A.  An Eligible Deferral Employee’s Annual Election Form shall be irrevocable as of December 31 of the immediately preceding Plan Year, and may only be suspended pursuant to Article 2.06.

 

2.03.      Participant Deferrals .

 

(a)         Deferral Election .  The Committee shall have sole discretion to determine in respect of each Plan Year:  (i) whether an Eligible Deferral Employee shall be eligible to make an Annual Participant Deferral; (ii) the items of Eligible Compensation which may be the subject of any Annual Participant Deferral for that Plan Year; and (iii) any other terms and conditions applicable to the Annual Participant Deferrals for that Plan Year.  The Eligible Deferral Employee’s election shall be evidenced by an Annual Election Form completed and submitted to the Committee in accordance with the procedures established by the Committee, in its sole discretion.  The amounts deferred by an Eligible Deferral Employee in respect of services rendered during a Plan Year shall be referred to collectively as an Annual Participant Deferral and shall be credited to an Annual Deferral Account established in the name of the Eligible Deferral Employee.  A separate Annual Deferral Account shall be established and maintained for each Annual Participant Deferral for a given Plan Year.

 

(b)         Minimum and Maximum Deferrals .  The Committee may from time to time designate in the Annual Enrollment Materials for a given Plan Year a minimum or maximum amount or percentage of Eligible Compensation that an Eligible Deferral Employee may elect to defer under the Plan with respect to that Plan Year.

 

(c)         Deferral Designations .  An Eligible Deferral Employee may designate the amount of the Annual Participant Deferral to be deducted from his or her Eligible Compensation as specified in the applicable Annual Enrollment Materials for a given Plan Year, which may provide for deferrals to be expressed as either a percentage or a fixed dollar amount of a specified item of Eligible Compensation expected by the Participant, as determined by the Committee.  If an Eligible Deferral Employee designates the Annual Participant Deferral to be deducted from any item of Eligible Compensation as a fixed dollar amount and such fixed dollar amount exceeds the amount of such item of Eligible Compensation actually payable to the Eligible Deferral Employee, the entire amount of such item of Eligible Compensation shall be withheld.

 

(d)         Deferral Deductions .  Unless the Annual Enrollment Materials provide otherwise, Annual Participant Deferral shall be deducted from the items of Eligible Compensation as follows:  (i) for Annual Participant Deferral designated as a percentage of any type of Eligible Compensation (e.g., salary, commissions, bonuses), in the specified percentage

 

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at the time the Eligible Compensation would otherwise have been paid to the Participant; and (ii) for substantially equivalent periodic payments (e.g., salary) designated as a fixed dollar amount, in substantially equivalent amounts from each periodic payment during the Plan Year; and (iii) for one-time payments (e.g., bonuses) and periodic payments of variable amounts (e.g., commissions) designated as a fixed dollar amount, 100 percent of the Eligible Compensation shall be deducted from each payment until the fixed dollar amount of Annual Participant Deferral has been deferred.

 

2.04.        Commencement of Participation .  Provided an Eligible Deferral Employee has met all enrollment requirements set forth in the Plan in respect of a particular Plan Year and any other requirements imposed by the Committee, including signing and submitting all Annual Enrollment Forms to the Committee within the specified time period, the Eligible Deferral Employee’s designated deferrals shall commence as of the first payment date of the particular Plan Year.  If an Eligible Deferral Employee fails to meet all such requirements within the specified time period with respect to any Plan Year, the Eligible Deferral Employee shall not be eligible to make any deferrals for that Plan Year.

 

2.05.        Subsequent Plan Year Participant Deferrals .  The Annual Enrollment Forms submitted by a Participant in respect of a particular Plan Year will not be effective with respect to any subsequent Plan Year.  If an Employee is an Eligible Deferral Employee and is selected to participate in the Plan for a subsequent Plan Year, and the required Annual Enrollment Forms are not timely delivered for the subsequent Plan Year, then the Eligible Deferral Employee shall not be eligible to make any deferrals with respect to such subsequent Plan Year.

 

2.06.      Suspension of Deferrals .

 

(a)         Unforeseeable Emergencies .  If a Participant experiences an Unforeseeable Emergency, the Participant may petition the Committee to suspend any further deferrals required to be made for the Participant.  A petition shall be made on the form required by the Committee to be used for such request and shall include all financial information requested by the Committee in order to make a determination on such petition, as determined by the Committee in its sole discretion.  Subject to the requirements of Section 409A, the Committee shall determine, in its sole discretion, whether to approve the Participant’s petition.  If the petition for a suspension is approved, suspension shall take effect upon the date of approval.  Notwithstanding the foregoing, the Committee shall not have any right to approve a request for suspension of deferrals if such approval (or right to approve) would cause the Plan to fail to comply with, or cause a Participant to be subject to a tax under, the provisions of Section 409A.

 

(b)         Disability .  From and after the date that a Participant is deemed to have suffered a disability, any standing deferral election of the Participant shall automatically be suspended and no further deferrals shall be made with respect to the Participant.  For this purpose, “disability” shall mean any medically determinable physical or mental impairment resulting in the Participant’s inability to perform the duties of his or her position or any substantially similar position, where such impairment can be expected to result in death or can be expected to last for a continuous period of not less than six months.

 

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(c)         Resumption of Deferrals .  If deferrals by a Participant have been suspended during a Plan Year due to an Unforeseeable Emergency or a disability, the Participant will not be eligible to make any further deferrals in respect of that Plan Year.  The Participant may be eligible to make deferrals for subsequent Plan Years provided the Employee is an Eligible Deferral Employee and is selected to make deferrals for such subsequent Plan Years and the Employee complies with the election requirements under the Plan.

 

2.07.        Leave of Absence .   If a Participant is authorized by an Employer for any reason to take a paid or unpaid leave of absence from the employment of the Employer, the Participant shall continue to be considered employed by the Employer and the appropriate amounts shall continue to be withheld from the Participant’s Eligible Compensation pursuant to the Participant’s then current Annual Election Form.  If no election was made for that Plan Year, no deferral shall be withheld.

 

2.08.      Vesting .  A Participant shall be vested in all amounts credited to his or her Annual Deferral Account for a given Plan Year as of the date such amounts are credited to such Participant’s Annual Deferral Account.

 

2.09.      Distribution Election .

 

(a)         Initial Elections .   A Participant shall make a Distribution Election at the time he or she completes his or her Annual Election Form with respect to a given Plan Year as to the time and form (lump sum or installments) of the distribution of the Participant’s Annual Deferral Account for that Plan Year, within the options permitted under the Annual Enrollment Materials for that Plan Year.  If a Participant elects to be paid in installments, then the amount of each installment payment shall be equal to the value of the Participant’s respective Annual Deferral Account for that Plan Year divided by the number of installments remaining to be paid.

 

(b)         Subsequent Elections .  Subject to any restrictions that may be imposed by the Committee, a Participant may amend his or her Distribution Election with respect to any Annual Deferral Account by completing and submitting to the Committee within such time frame as the Committee may designate, an Amended Distribution Election Form; provided, however, that such Amended Distribution Election Form:  (i) is submitted no later than a date specified by the Committee in accordance with the requirements of Section 409A; (ii) shall not take effect until 12 months after the date on which such Amended Distribution Election Form becomes effective; and (iii) specifies a new distribution date (or a new initial distribution date in the case of installment distributions) that is no sooner than five years after the original distribution date (or the original initial distribution date in the case of installment distributions), or such later date specified by the Committee.

 

2.10.        Payment Medium .  Distributions under the Plan shall be paid in cash; provided, however, that the Committee may provide, in its discretion, that any distribution attributable to the portion of an Annual Deferral Account that is deemed invested in the Company Stock Fund shall be paid in shares of Company Stock; provided, further, that any shares of Company Stock paid out under the Plan shall consist solely of newly issued shares, currently traded shares repurchased by the Company or treasury shares of Company Stock.

 

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2.11.        Payment of Annual Deferral Accounts .  Except as otherwise provided by Article 7, a Participant’s Annual Deferral Account for a given Plan Year shall be distributed in accordance with the Participant’s Distribution Election for such Annual Deferral Account then in effect.

 

2.12.        Status of Annual Deferral Accounts .  Annual Deferral Accounts are intended to be accounts that are (a) not qualified within the meaning of Section 401(a) of the Code and (b) unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  The Annual Deferral Accounts shall be administered and interpreted to the extent possible in a manner consistent with those intentions.

 

Article 3
Stock Bonuses

 

3.01.        Stock Bonus .  Subject to Article 3.06, the Committee shall have sole discretion to determine in respect of each Plan Year and each Eligible Employee:  (a) whether any Stock Bonuses shall be made; (b) the Eligible Employee(s) who shall be entitled to such Stock Bonuses; (c) the amount of such Stock Bonuses (each, a “Stock Bonus Amount”); (d) the date(s) on which any portion of such Stock Bonuses shall be credited to each Eligible Employee’s Stock Bonus Account; (e) the vesting terms applicable to such Stock Bonuses; (f) the Investment Option(s) that shall apply to such Stock Bonuses; and (g) any other terms and conditions applicable to such Stock Bonuses.  The Committee’s selection of an Eligible Employee who is entitled to receive a Stock Bonus will not entitle that Employee to receive another Stock Bonus, unless such Employee is again selected by the Committee to receive another Stock Bonus.

 

3.02.        Stock Bonus Account .  If the Committee determines to credit an Eligible Employee with a Stock Bonus, the number of Share Units to be credited for such Stock Bonus with effect on the Reference Date for such Stock Bonus shall be equal to the quotient of:  (a) the Stock Bonus Amount, divided by (b) the Stock Bonus Market Value of a share of Company Stock.  Fractional Share Units, if any, will be credited to the Participant’s Stock Bonus Account.  A separate Stock Bonus Account shall be established and maintained for each Stock Bonus.  The Committee may, but is not required to, make available other investment benchmarks from time to time to measure the value of a Participant’s Stock Bonus Accounts.

 

3.03.        Vesting .  A Participant shall be vested in his or her Stock Bonus Account as set forth in the Award Materials for such Stock Bonus.  The vesting terms of Stock Bonus Accounts set forth in the Award Materials shall be established by the Committee in its sole discretion and may vary for each Participant and for each Stock Bonus.  Notwithstanding anything to the contrary contained in the Plan or any Award Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Stock Bonus Account of any Participant.

 

3.04.        Payment Medium .  The distribution of a Participant’s Stock Bonus Account shall be paid in Company Stock or in cash, in the sole discretion of the Participant; provided, however, that if a Participant elects to receive payment in Company Stock, any fractional Share Units shall

 

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be paid in cash.  A Participant’s election to receive the distribution of his or her Stock Bonus Account shall be made prior to the payment of such Stock Bonus Account at such time and in such manner as permitted by the Committee.  If a Participant does not elect the payment medium for his or her Stock Bonus Account, the Participant will be deemed to have elected to receive the distribution of such Stock Bonus Account in Company Stock.

 

3.05.        Payment of Stock Bonus Accounts .  Except as otherwise provided by Article 7, each portion of a Stock Bonus Account shall be distributed as soon as practicable following the payment date set forth in the Award Materials for such Stock Bonus, but in no event later than 90 days thereafter.

 

3.06.        Status of Stock Bonus Accounts .  Stock Bonus Accounts are intended to be accounts that are neither:  (a) qualified within the meaning of Section 401(a) of the Code nor (b) unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  The Stock Bonus Accounts shall be administered and interpreted to the extent possible in a manner consistent with those intentions.

 

Article 4
Discretionary Allocations

 

4.01.        Discretionary Allocation .  Subject to Article 4.06, the Committee shall have sole discretion to determine in respect of each Eligible Employee:  (a) whether any Discretionary Allocations shall be made; (b) the Eligible Employee(s) who shall be entitled to such Discretionary Allocations; (c) the amount of such Discretionary Allocations (each, a “Discretionary Allocation Amount”); (d) the date(s) on which any portion of such Discretionary Allocations shall be credited to each Eligible Employee’s Discretionary Allocation Account; (e) the Investment Option(s) that shall apply to such Discretionary Allocations; and (f) any other terms and conditions applicable to such Discretionary Allocations.  The Committee’s selection of an Eligible Employee who is entitled to receive a Discretionary Allocation will not entitle that Employee to receive another Discretionary Allocation unless such Employee is again selected by the Committee to receive another Discretionary Allocation.

 

4.02.        Discretionary Allocation Account .  If the Committee determines to credit an Eligible Employee with a Discretionary Allocation, the number of Share Units to be credited for such Discretionary Allocation with effect on the Reference Date for such Discretionary Allocation shall be equal to the quotient of:  (a) the Discretionary Allocation Amount, divided by (b) the Discretionary Allocation Market Value of a share of Company Stock.  Fractional Share Units, if any, will be credited to the Participant’s Discretionary Allocation Account.  A separate Discretionary Allocation Account shall be established and maintained for each Discretionary Allocation.  The Committee may, but is not required to, make available other investment benchmarks from time to time to measure the value of a Participant’s Discretionary Allocation Accounts.

 

4.03.        Vesting .  A Participant shall be vested in his or her Discretionary Allocation Account as set forth in the Award Materials for such Discretionary Allocation.  The vesting

 

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terms of Discretionary Allocation Accounts set forth in the Award Materials shall be established by the Committee in its sole discretion and may vary for each Participant and for each Discretionary Allocation.  Notwithstanding anything to the contrary contained in the Plan or any Award Materials, the Committee shall have the authority, exercisable in its sole discretion, to accelerate the vesting of any amounts credited to any Discretionary Allocation Account of any Participant.

 

4.04.        Payment Medium .  The distribution of a Participant’s Discretionary Allocation Account shall be paid in Company Stock or in cash, in the sole discretion of the Participant.  If a Participant elects to receive payment in Company Stock, any fractional Share Units shall be paid in cash.  A Participant’s election to receive the distribution of his or her Discretionary Allocation Account shall be made prior to the payment of such Discretionary Allocation Account at such time and in such manner as permitted by the Committee.  If a Participant does not elect the payment medium for his or her Discretionary Allocation Account, the Participant will be deemed to have elected to receive the distribution of such Discretionary Allocation Account in Company Stock.

 

4.05.        Payment of Discretionary Allocation Accounts .  Except as otherwise provided by Article 7, each portion of a Discretionary Allocation Account shall be distributed as soon as practicable following the payment date set forth in the Award Materials for such Discretionary Allocation, but in no event later than 90 days thereafter.

 

4.06.        Status of Discretionary Allocation Accounts .  Discretionary Allocation Accounts are intended to be accounts that are neither:  (a) qualified within the meaning of Section 401(a) of the Code nor (b) unfunded and maintained by an employer primarily for the purpose of providing deferred compensation for a “select group of management or highly compensated employees” w