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BELLSOUTH CORPORATION DIRECTORS'
COMPENSATION DEFERRAL PLAN
(As Amended and Restated Effective as of January 1,
2005)
BELLSOUTH CORPORATION DIRECTORS COMPENSATION DEFERRAL
PLAN
(As Amended and Restated Effective as of January 1,
2005)
TABLE
OF CONTENTS
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BACKGROUND
AND PURPOSE
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1
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ARTICLE
I – DEFINITIONS
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2
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1.1
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"Account"
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2
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1.2
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"Affiliate"
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2
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1.3
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"BellSouth
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2
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1.4
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"Beneficiary"
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2
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1.5
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"Board"
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2
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1.6
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"Business
Day"
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2
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1.7
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"Code"
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2
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1.8
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"Company
Stock"
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2
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1.9
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"Compensation"
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2
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1.10
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"Credited
Interest Rate"
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2
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1.11
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"Deferral
Contributions"
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3
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1.12
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"Deferral
Election
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3
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1.13
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"Election
Deadline"
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3
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1.14
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"Effective
Date"
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3
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1.15
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"Election
Package"
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3
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1.16
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"Interest
Income Option"
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3
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1.17
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"Interest
Income Subaccount"
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3
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1.18
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"Investment
Election"
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3
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1.19
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"Investment
Options"
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4
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1.19A
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"Master
Account"
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4
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1.20
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"Merger"
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4
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1.21
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"Nonemployee
Director"
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4
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1.22
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"Participant"
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4
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1.23
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"Participating
Company"
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4
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1.24
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"Plan"
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4
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1.25
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"Plan
Administrator"
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4
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1.26
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"Plan
Year"
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4
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1.27
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"Rabbi
Trust Agreements"
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4
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1.28
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"Section
409A"
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4
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1.29
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"Stock
Grant"
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5
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1.30
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"Stock
Unit"
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5
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1.31
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"Stock
Unit Option"
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5
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1.32
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"Stock
Unit Subaccounts"
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5
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1.33
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"Valuation
Date"
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5
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ARTICLE
II – ELIGIBILITY AND PARTICIPATION
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6
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2.1
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Annual
Participation
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6
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2.2
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Interim
Plan Year Participation
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6
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2.3
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Election
Procedures
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6
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2.4
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Cessation
of Eligibility
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6
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2.5
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Limitations
on New Elections
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6
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ARTICLE
III – PARTICIPANTS' ACCOUNTS; DEFERRAL
CONTRIBUTIONS
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7
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3.1
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Participants'
Accounts
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7
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(a)
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Establishment
of Accounts
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7
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(b)
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Nature
of Contributions and Accounts
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7
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(c)
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Several
Liabilities
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7
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(d)
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General
Creditors
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7
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3.2
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Deferral
Contributions
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7
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(a)
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Effective
Date
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7
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(b)
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Term
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8
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(c)
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Amount
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8
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(i)
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Compensation
Deferrals
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8
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(ii)
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Stock
Grant Deferrals
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8
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(d)
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Revocation
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8
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(e)
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Crediting
of Deferral Contributions
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8
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3.3
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Deferral
Elections and Multiple Participating Companies
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8
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3.4
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Vesting
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9
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ARTICLE
IV – DETERMINATION AND CREDITING OF
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INVESTMENT
RETURN
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10
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4.1
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General
Investment Parameters
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10
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4.2
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Deemed
Investments
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10
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(a)
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Nature
of Deemed Investments
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10
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(b)
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Investment
of Contributions
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10
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(c)
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Investment
of Existing Account Balances
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10
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(d)
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Investment
Subaccounts
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11
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4.3
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Stock
Unit Option
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11
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(a)
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Stock
Unit Subaccounts
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11
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(b)
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Cash
Dividends
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11
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(c)
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Adjustments
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11
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4.4
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Interest
Income Option
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12
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(a)
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Interest
Income Subaccounts
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12
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(b)
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Crediting
of Deemed Interest
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12
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(i)
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Amount
Invested
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12
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(ii)
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Determination
of Amount
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12
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4.5
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Good
Faith Valuation Binding
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12
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4.6
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Errors
and Omissions in Accounts
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12
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ARTICLE
V – PAYMENT OF ACCOUNT BALANCES
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13
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5.1
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Benefit
Amounts
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13
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(a)
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Benefit
Entitlement
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13
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(b)
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Valuation
of Benefit
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13
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(c)
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Conversion
of Stock Units into Dollars
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13
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5.2
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Elections
of Timing and Form
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13
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(a)
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Timing
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13
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(b)
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Form
of Distribution
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13
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(c)
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Multiple
Selections
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13
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5.3
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Benefit
Payments to a Participant
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14
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(a)
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Timing
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14
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(b)
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Form
of Distribution
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14
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(c)
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Valuation
of Single Lump-Sum Payments
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14
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(d)
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Valuation
of Installment Payments
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14
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5.4
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Death
Benefits
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14
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(a)
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General
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14
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(b)
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Valuation
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15
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5.5
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Beneficiary
Designation
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15
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(a)
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General
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15
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(b)
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No
Designation or Designee Dead or Missing
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15
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(c)
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Death
of Beneficiary
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16
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5.6
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Taxes
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16
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ARTICLE
VI – SPECIAL ELECTION REGARDING RETIREMENT
PLAN
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17
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6.1
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Description
of Election
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17
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6.2
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Election
Deadline
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17
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6.3
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Amount
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17
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6.4
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Deemed
Investment
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17
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6.5
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Payment
of Benefits
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17
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6.6
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Vesting
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17
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SECTION
VI-A
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18
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6.1A
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Description
of Election
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18
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6.2A
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Election
Deadline
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18
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6.3A
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Effect
of Election
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18
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6.4A
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Deemed
Investment
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18
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6.5A
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Election
of Timing and Form of Payment
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18
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(a)
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Timing
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18
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(b)
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Form
of Distribution
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19
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(c)
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Benefit
Payments
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19
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ARTICLE
VII – CLAIMS
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20
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7.1
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Initial
Claim
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20
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7.2
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Appeal
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20
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7.3
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Satisfaction
of Claims
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20
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ARTICLE
VIII – SOURCE OF FUNDS
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21
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ARTICLE
IX – PLAN ADMINISTRATION
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22
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9.1
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Action
by the Plan Administrator
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22
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(a)
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Individual
Administrator
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22
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(b)
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Administrative
Committee
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22
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9.2
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Rights
and Duties of the Plan Administrator
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22
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9.3
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Bond;
Compensation
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23
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9.4
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Post-Merger
Plan Administration
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23
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ARTICLE
X – AMENDMENT AND TERMINATION
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24
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10.1
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Amendments
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24
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10.2
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Termination
of Plan
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24
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10.3
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Limitation
on Authority
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24
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(a)
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Plan
Amendments
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24
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(b)
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Plan
Termination
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24
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(c)
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Opinions
of Counsel
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25
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ARTICLE
XI – MISCELLANEOUS
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26
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11.1
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Taxation
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26
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11.2
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Withholding
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26
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11.3
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No
Employment Contract
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26
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11.4
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Headings
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26
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11.5
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Gender
and Number
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26
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11.6
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Assignment
of Benefits
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26
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11.7
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Legally
Incompetent
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26
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11.8
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Entire
Document
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26
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11.9
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Governing
Law
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26
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11.10
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Plan
to Comply with Code Section 409A
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27
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BELLSOUTH CORPORATION DIRECTORS' COMPENSATION DEFERRAL
PLAN
(As Amended and Restated Effective as of January 1,
2005)
BellSouth Corporation
("BellSouth") adopted the BellSouth Corporation Directors'
Compensation Deferral Plan (the "Plan") on November 25, 1996,
and the Plan was subsequently amended from time to
time. The Plan is now amended and restated
effective as of January 1, 2005, and as so amended and
restated is intended to comply with the requirements of
Section 409A of the Internal Revenue Code of 1986, as
amended, with respect to all benefits under the Plan that are
subject to Section 409A. Also, the Plan as
restated, among other things, provides that no further
elections to defer compensation may be made under the Plan
after December 31, 2005, and coordinates Plan administration
provisions applicable after the planned merger of BellSouth
and AT&T Inc. with provisions of BellSouth's Rabbi Trust
Agreements.
BACKGROUND AND PURPOSE
A.
Goal . BellSouth desires to provide
nonemployee members of its Board of Directors, and nonemployee
members of the Board of Directors of those of its affiliated
companies that participate in the Plan, with an opportunity (i) to
defer the receipt and income taxation of a portion of such
directors' retainers, fees, and other compensation as described in
the Plan; and (ii) to receive an investment return on those
deferred amounts which approximates the return of BellSouth stock,
and an indexed rate of interest.
B.
Purpose. The purpose of the
Plan is to set forth the terms and conditions pursuant of which
these deferrals may be made and deemed invested and to describe the
nature and extent of the directors' rights to their deferred
amounts.
C.
Type of Plan . The Plan constitutes an
unfunded, nonqualified deferred compensation plan.
D.
No Deferrals after 2005
. Notwithstanding anything to the contrary herein, no
Deferral Elections will be permitted under the Plan after December
31, 2005.
ARTICLE I
DEFINITIONS
For purposes of the Plan,
each of the following terms, when used with an initial
capital letter, shall have the meaning set forth below unless
a different meaning plainly is required by the
context.
1.1
"
Account " shall mean, with respect to a
Participant or Beneficiary, the total dollar amount or value
evidenced by the last balance posted in accordance with the terms
of the Plan to the account record established for such Participant
or Beneficiary with respect to the Deferral Contributions of such
Participant for any Plan Year. "
Account " shall also refer to a Master
Account.
1.2
"
Affiliate " shall mean at any time any
corporation, joint venture or partnership in which BellSouth owns
directly or indirectly, (i) with respect to a corporation, stock
possessing at least ten percent (10%) of the total combined voting
power of all classes of stock in the corporation, or (ii) in the
case of a joint venture or partnership, a ten percent (10%) or
greater interest in the capital or profits of such joint venture or
partnership.
1.3
"
BellSouth " shall mean BellSouth
Corporation, a Georgia corporation, or any successor
entity.
1.4
"
Beneficiary " shall mean, with respect to a
Participant, the person(s) determined in accordance with Section
5.5 to receive any death benefits that may be payable under the
Plan upon the death of the Participant.
1.5
"
Board " shall mean the Board of Directors
of BellSouth.
1.6
"
Business Day " shall mean each day on which
the New York Stock Exchange operates and is open to the public for
trading.
1.7
"
Code " shall mean the Internal Revenue Code
of 1986, as amended.
1.8
"
Company Stock " shall mean the $1.00 par
value per share voting common stock of BellSouth; provided that,
after the Merger, "Company Stock" shall mean the $1.00 par value
per share voting common stock of AT&T Inc.
1.9
"
Compensation " shall mean the total of the
directors' fees and retainers which actually would be payable to a
Nonemployee Director during a Plan Year absent a Deferral Election
under this Plan.
1.10
"
Credited Interest Rate " shall mean, for
each Plan Year, the rate of return equal to Moody's Monthly Average
of Yields of Aa Corporate Bonds, as published by Moody's Investors
Service, Inc., for the month of July immediately preceding such
Plan Year. If such rate (or any alternative rate
described in this sentence) is at any time no longer available, the
Plan Administrator shall designate an alternative rate which in
the
Plan
Administrator's reasonable judgment is generally comparable to
the rate described in the preceding sentence, and such
alternative rate shall thereafter be the Credited Interest
Rate.
1.11
" Deferral Contributions " shall mean, for each
Plan Year, that portion of a Participant's Compensation and that
portion of a Participant's Stock Grant deferred under the Plan
pursuant to Section 3.2.
1.12
" Deferral Election " shall mean a written election
form provided by the Plan Administrator on which a Nonemployee
Director may elect to defer under the Plan all or a portion of such
individual's Compensation and/or Stock Grant for a Plan
Year.
1.13
" Effective Date " shall mean January 1, 2005, the
date as of which this most recent amendment and restatement of the
Plan is effective, except to the extent that the Plan expressly
provides a different effective date with respect to specific Plan
provisions.
1.14
" Election Deadline " shall mean, with respect to a
Plan Year:
(a)
For
a Nonemployee Director who is then a member of the Board, the
November 30 (or if November 30 is not a Business Day, the last
Business Day immediately preceding November 30) immediately
preceding the first day of such Plan Year.
(b)
For
a Nonemployee Director who is first elected by shareholders to be a
member of the Board after (or within thirty (30) days before) the
Election Deadline described in Section 1.14(a) above with respect
to a Plan Year, the date which is thirty (30) days after the date
the Nonemployee Director first becomes eligible to participate in
the Plan.
1.15
" Election Package " shall mean a package
consisting of a Deferral Election, an Investment Election and such
other forms and documents distributed to Nonemployee Directors by
the Plan Administrator for the purpose of allowing them to elect to
actively participate in the Plan for a Plan Year.
1.16
" Interest Income Option " shall mean the
Investment Option described in Section 4.4, pursuant to which a
Participant's deemed investment earnings are determined on the
basis of the Credited Interest Rate.
1.17
" Interest Income Subaccount " shall mean a
bookkeeping subaccount reflecting that portion of a Participant's
Account for each Plan Year which is deemed to be invested in the
Interest Income Option.
1.18
" Investment Election " shall mean a written
election form provided by the Plan Administrator on which a
Nonemployee Director may elect to have such individual's Deferral
Contributions for a Plan Year (and all investment earnings
attributable thereto) deemed invested in either the Stock Unit
Option and/or the Interest Income Option, to the extent permitted
under the terms of the Plan.
1.19
" Investment Options " shall mean the Stock Unit
Option and the Interest Income Option.
1.19A
" Master Account
" shall have the meaning ascribed to such
term in Article VI-A.
1.20
" Merger " shall mean the planned merger, pursuant
to the Agreement and Plan of Merger dated as of March 4, 2006 (the
"Merger Agreement"), by and among BellSouth, AT&T Inc.
("AT&T"), and ABC Consolidation Corp., a Georgia corporation
and wholly-owned subsidiary of AT&T ("Merger Sub"), pursuant to
which, at the "Effective Time" (as defined in the Merger
Agreement), BellSouth will be merged with and into the Merger
Sub.
1.21
" Nonemployee Director " shall mean a member of the
Board, or a member of the Board of Directors of any other
Participating Company, who is not concurrently a common law
employee of a Participating Company.
1.22
" Participant " shall mean any person participating
in the Plan pursuant to the provisions of Article II.
1.23
" Participating Company " shall mean BellSouth and
each Affiliate which, by action of its Board of Directors (or
equivalent governing body), adopts the Plan as a Participating
Company with the approval of the Plan Administrator.
1.24
" Plan " shall mean the BellSouth Corporation
Directors' Compensation Deferral Plan, as contained herein and all
amendments hereto.
1.25
" Plan Administrator " shall mean the person(s)
determined under Section 9.4 to the extend said Section is
applicable, and otherwise shall mean the Chief Executive Officer of
BellSouth and any individual or committee the Chief Executive
Officer designates to act on his or her behalf with respect to any
or all of the Chief Executive Officer's responsibilities hereunder;
provided, the Board may designate any other person or committee to
serve in lieu of the Chief Executive Officer as the Plan
Administrator with respect to any or all of the administrative
responsibilities hereunder.
1.26
" Plan Yea r" shall mean each fiscal year period
beginning on May 1 and ending on April 30 of the succeeding
calendar year.
1.27
" Rabbi Trust Agreements " shall mean (i) the
BellSouth Corporation Trust Under Board of Directors Benefit
Plan(s) and (ii) the BellSouth Telecommunications, Inc. Trust Under
Board of Directors Benefit Plan(s), as amended from time to
time.
1.28
" Section 409A " shall mean Code Section 409A and
the Treasury regulations or other authoritative guidance issued
thereunder. Whenever the terms "subject to Section 409A"
or "to the extent permitted by Section 409A" (or any such similar
reference so as to indicate that a Plan provision is subject to
Section 409A) are used, such terms shall be interpreted to mean
that the applicable Plan provision shall be effective only if and
to the extent such provision would not trigger penalty taxes or
interest under Section 409A.
1.29
" Stock Grant " shall mean for each Plan Year the
annual grant of shares of Company Stock awarded to Nonemployee
Directors.
1.30
" Stock Unit " shall mean an accounting entry that
represents an unsecured obligation of a Participating Company to
pay to a Participant an amount which is based on the fair market
value of one share of Company Stock as set forth
herein. A Stock Unit shall not carry any voting,
dividend or other similar rights and shall not constitute an option
or any other right to acquire any equity securities of
BellSouth.
1.31
" Stock Unit Option " shall mean the Investment
Option described in Section 4.3, pursuant to which a Participant's
deemed investment earnings are determined by the rate of return
(determined as provided in the Plan) applicable to Stock
Units.
1.32
" Stock Unit Subaccount " shall mean a bookkeeping
subaccount reflecting that portion of a Participant's Account for
each Plan Year which is deemed to be invested in the Stock Unit
Option.
1.33
" Valuation Date " shall mean (i) for purposes of
Article V, each December 31 (or, if December 31 is not a Business
Day, the last Business Day immediately preceding December 31), and
(ii) for all other purposes, each April 30, July 31, October 31,
and January 31 (or if any such date is not a Business Day, the last
Business Day immediately preceding such date), and each other day
declared by the Plan Administrator to be a Valuation
Date.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1
Annual Participation . Each individual
who is a Nonemployee Director as of the first day of a Plan Year
and is a member of the Board before the beginning of such Plan Year
shall be eligible to defer all or a portion of such individual's
Compensation and Stock Grant and thereby to actively participate in
the Plan for such Plan Year. Such individual's
participation shall become effective as of the first day of such
Plan Year, assuming such individual properly and timely completes
the election procedures described below."
2.2
Interim Plan Year Participation . Each
individual who becomes a Nonemployee Director during a Plan Year
shall be immediately eligible to make a Deferral Election and
thereby to participate actively in the Plan for the remainder of
such Plan Year.
2.3
Election Procedures . Each Nonemployee
Director shall elect to defer all or a portion of such individual's
Compensation, all or a portion of such individual's Stock Grant, or
both, and thereby become an active Participant for a Plan Year by
delivering a completed Deferral Election and an Investment Election
by the Election Deadline. The Plan Administrator also
may require the Nonemployee Director to complete other forms and
provide other data, as a condition of participation in the
Plan.
2.4
Cessation of Eligibility . A Nonemployee
Director's active participation in the Plan shall terminate, and
such individual shall not be eligible to make any additional
Deferral Contributions for any portion of a Plan Year following the
date such individual's service as a Nonemployee Director with
BellSouth and all Participating Companies terminates (unless such
individual once again becomes a Nonemployee Director later in such
Plan Year). In addition, an individual who actively
participated in the Plan during prior Plan Years but who is not a
Nonemployee Director or does not complete the election procedures,
for a subsequent Plan Year, shall cease active participation in the
Plan for such subsequent Plan Year. Even if an
individual's active participation in the Plan ends, such individual
shall remain an inactive Participant in the Plan until the earlier
of (i) the date the full amount of such individual's Accounts is
distributed from the Plan, or (ii) the date such individual again
becomes a Nonemployee Director and recommences active participation
in the Plan. During the period of time that an
individual is an inactive Participant in the Plan, such
individual's Accounts shall continue to be credited with deemed
earnings as provided in the Plan.
2.5
Limitations on New Elections
. Notwithstanding anything to the contrary herein, after
December 31, 2005, no Deferral Elections will be permitted under
the Plan.
ARTICLE III
PARTICIPANTS' ACCOUNTS: DEFERRAL
CONTRIBUTIONS
3.1
Participants' Accounts .
(a)
Establishment of Accounts . The Plan
Administrator shall establish and maintain an Account on behalf of
each Participant to each Plan Year for which the Participant makes
Deferral Contributions. The Plan Administrator shall
credit each Participant's Account with the Participant's Deferral
Contributions for such Plan Year and earnings attributable thereto,
and shall maintain such Account until the value thereof has been
distributed to or on behalf of the Participant or the Participant's
Beneficiary.
(b)
Nature of Contributions and Accounts
. The amounts credited to a Participant's Accounts shall
be represented solely by bookkeeping entries. Except as
provided in Article VIII, no monies or other assets shall actually
be set aside for such Participant, and all payments to a
Participant under the Plan shall be made from the general assets of
the Participating Companies.
(c)
Several Liabilities . Each Participating
Company shall be severally (and not jointly) liable for the payment
of benefits under the Plan under Deferral Elections executed by
Nonemployee Directors with, and while serving as a Nonemployee
Director of, such Participating Company.
(d)
General Creditors . Any assets which may
be acquired by a Participating Company in anticipation of its
obligations under the Plan shall be part of the general assets of
such Participating Company. A Participating Company's
obligation to pay benefits under the Plan constitutes a mere
promise of such Participating Company to pay such benefits, and a
Participant or Beneficiary shall be and remain no more than an
unsecured, general creditor of such Participating
Company.
3.2
Deferral Contributions . Each
Nonemployee Director may irrevocably elect to have Deferral
Contributions made for a Plan Year by completing in a timely manner
a Deferral Election and an Investment Election and following other
election procedures as provided in Section 2.3. Subject
to any modifications, additions or exceptions that the Plan
Administrator, in its sole discretion, deems necessary, appropriate
or helpful, and that are made in compliance with Section 409A, the
following terms shall apply to such Deferral
Elections:
(a)
Effective Date . A Participant's
Deferral Election for all or a portion of a Plan Year shall be
effective beginning with the first Compensation or Stock Grant paid
(i) in such Plan Year with respect to a Participant participating
for the entire Plan Year, and (ii) with respect to a Participant
participating for a portion of a Plan Year, in the calendar month
following the calendar month in which the Participant makes a
Deferral Election. To be effective, a Participant's
Deferral Election must be made by the Election
Deadline. Any Nonemployee Director who fails to deliver
a Deferral Election, or to complete any of the other requisite
election procedures, in a timely manner, shall be deemed to have
elected not to participate in the Plan for that Plan
Year.
(b)
Term . Each Participant's Deferral Election
regarding Compensation for a Plan Year shall remain in effect with
respect to a portion of all Compensation paid or payable during
such Plan Year, but shall not apply to any subsequent Plan
Year.
(i)
Compensation Deferrals . To defer
Compensation, a
Nonemployee
Director's Deferral Election shall specify a whole percentage,
in increments of ten percent (10%), of Compensation for a Plan
Year to be deferred. A Nonemployee Director may
defer for any Plan Year up to one hundred percent (100%) of
the Nonemployee Director's Compensation for such Plan
Year. The percentage so elected shall be withheld
from each payment of Compensation otherwise payable to such
Nonemployee Director during the Plan
Year. Notwithstanding any provision of this Plan or
a Deferral Election to the contrary, however, the amount
withheld from any payment of Compensation shall be reduced
automatically, if necessary, so that it does not exceed the
amount of such payment net of all withholding, allotments and
deductions, other than any reduction pursuant to such Deferral
Election. No amounts shall be withheld during any
period an individual ceases to receive Compensation as a
Nonemployee Director for any reason during the Plan
Year. No adjustment shall be made in the amount to
be withheld from any subsequent payment of Compensation for a
Plan Year to compensate for any missed or reduced withholding
amounts above.
(ii)
Stock Grant Deferrals . To defer from a
Stock Grant, a Nonemployee Director's Deferral Election shall
specify the number of shares of Company Stock, in increments of one
hundred (100) shares, to be deferred. A Nonemployee
Director may defer for any Plan Year up to one hundred percent
(100%) of the Stock Grant awarded for such year.
(d)
Revocation . Once made for a Plan Year,
a Participant may not revoke a Deferral Election for such Plan
Year.
(e)
Crediting of Deferral Contributions
. The Plan Administrator shall credit to each
Participant's Account for a Plan Year the amount of Compensation or
Stock Grant, or both, reflected on the Participant's Deferral
Election as of the date(s) on which such Compensation or Stock
Grant would have been paid if not subject to the Participant's
Deferral Election.
3.3
Deferral Elections and Multiple Participating
Companies . Any Deferral Election which is
timely executed and delivered to the Plan Administrator shall be
effective to defer Compensation and Stock Grant earned by the
Participant from the Participating Company with respect to which
such Participant is a Nonemployee Director at the time of the
election, or any other Participating Company with respect to which
such
Participant
is a Nonemployee Director during the Plan Year for which the
Deferral Election is effective. In particular, a
Participant (i) who timely executes and delivers a Deferral
Election while serving as a Nonemployee Director of one
Participating Company and subsequently becomes a Nonemployee
Director of another Participating Company, or (ii) who ceases
service as a Nonemployee Director and subsequently becomes a
Nonemployee Director of another Participating Company, shall
have the Compensation and Stock Grant that is paid or payable
to him by both Participating Companies reduced under the terms
of the Deferral Election and the Plan as if the moves had not
occurred; provided, that, as provided in Section 3.2(c), no
amounts of Compensation shall be withheld attributable to any
portion of the Plan Year during which he is not receiving
Compensation as a Nonemployee Director of a Participating
Company.
3.4
Vesting . A Participant shall at all
times be fully vested in such Participant's Deferral Contributions
and all deemed investment earnings attributable
thereto.
ARTICLE IV
DETERMINATION AND CREDITING OF INVESTMENT
RETURN
4.1
General Investment Parameters . The rate
of return credited to each Participant's Accounts shall be
determined on the basis of the Investment Option(s) applicable to
the Participant's Accounts, as set forth in this Article
IV.
4.2
Deemed Investments . The manner in which
each Participant's Deferral Contributions for each Plan Year shall
be deemed invested in and between the Stock Unit Option and/or the
Interest Income Option, shall be determined in accordance with the
following terms:
(a)
Nature of Deemed Investments . A deemed
investment in the Stock Unit Option and/or Interest Income Option
shall be for the sole purpose of determining the rate of return to
be credited to a Participant's Account, and shall not be treated or
interpreted in any manner whatsoever as a requirement or direction
to actually invest assets in Company Stock, an interest income
fund, or any other investment media. The Plan, as an
unfunded, nonqualified deferred compensation plan, at no time shall
have any actual investment of assets relative to the benefits or
Accounts hereunder.
(b)
Investment of Contributions . All
deferrals of Compensation otherwise payable in the form of Company
Stock, and all deferrals of Stock Grants, shall be deemed invested
in the Stock Unit Option. Notwithstanding the foregoing,
all deferrals of Compensation otherwise payable with respect to
special meetings of the Board (or a committee of the Board) shall
be deemed invested in the Interest Income Option. With
respect to deferrals of Compensation otherwise payable in
cash,
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