Exhibit 10.8
BUCYRUS INTERNATIONAL,
INC.
NON-EMPLOYEE
DIRECTORS
DEFERRED COMPENSATION
PLAN
As Amended and Restated Effective
January 1, 2008
1. Purpose . The purpose of
the Bucyrus International, Inc. Non-Employee Directors Deferred
Compensation Plan (the “Plan”) is to enable directors
of Bucyrus International, Inc. (the “Company”) who are
not also employees of the Company to defer the receipt of certain
compensation earned in their capacity as directors of the
Company.
2. Effective Date . The Plan
was originally effective as of June 30, 2004, the date on
which it was adopted by the Board of Directors of the Company (the
“Board”); provided, however, that deferrals under the
Plan were not permitted with respect to Director Fees (as defined
in Section 5) paid or to be paid with respect to periods prior
to January 1, 2005. The Plan is hereby amended and restated
effective as of January 1, 2008, to incorporate the
requirements of the final regulations issued under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”).
3. Eligibility . Directors of
the Company who are not also employees of the Company or any of its
subsidiaries (“Directors”) are eligible to elect to
participate in the Plan.
4. Administration . The Plan
shall be administered by the Governance Committee of the Board (the
“Committee”). The Committee shall have the authority to
adopt rules and regulations for carrying out the Plan’s
intent and to interpret, construe and implement the provisions
thereof. Determinations made by the Committee with respect to the
Plan, any deferral made hereunder and any Director’s Account
(as defined in Section 6) shall be final and binding on all
persons, including but not limited to the Company, each Director
participating in the Plan and such Director’s beneficiaries.
The Committee may delegate its administrative hereunder to one or
more employees of the Company, or a committee made up of such
employees, and the term “Committee” herein shall mean
such delegee to the extent of such delegation.
5. Deferral of Fees .
Directors may elect to defer under the Plan all or a portion of the
amounts to be paid to them for their service as a member of the
Board, including annual retainer and committee meeting fees (but
excluding any payment or reimbursement with respect to a
Director’s expenses arising from his or her service as a
member of the Board) that would otherwise be payable in cash or,
effective January 1, 2007, in shares of Class A common
stock, par value $0.01 of the Company (“Company Stock”)
in accordance with the Company’s policies as in effect from
time to time (such compensation, collectively, “Director
Fees”). In order to defer Director Fees, the Director must
file a deferral election with the Committee in such form, and in
such manner, as the Committee shall determine, subject to the
following:
(a) Except as provided in subsection
(b) below, a deferral election must be made during the
election period established by the Committee, which election period
shall end no later than the day preceding the first day of the
calendar year in which the Director Fees would otherwise be
earned.
(b) If an individual becomes a
Director after the first day of a calendar year, he or she must
file a deferral election within thirty (30) days after the
date on which he or she first became a Director in order to defer a
portion of his or her Director Fees earned during such calendar
year. Such deferral election shall only apply to Director Fees
earned after the date on which the deferral election is filed with
the Committee.
(c) Once a Director has elected to
defer his or her Director Fees, the election may not be revoked and
shall continue in force for the remainder of the Director’s
service as a member of the Board; provided, however, that a
Director may, no later than 30 days prior to the beginning of any
calendar year, revoke or modify his or her deferral election with
respect to the entirety of such calendar year.
6. Form of Deferral; Investment
Options . The Company shall establish a separate deferred
compensation account (an “Account”) on its books in the
name of each Director who has elected to participate in the Plan by
deferring payment of all or a portion of his or her Director
Fees.
(a) Prior to January 1, 2007,
all cash deferred into the Plan was deemed invested in Restricted
Stock Units, as defined in the Company’s 2004 Equity
Incentive Plan (2006 Amendment and Restatement) or a successor plan
(the “Stock Plan”). Such Restricted Stock Units were
credited to each such Director’s Account as of each date (a
“Deferral Date”) on which amounts deferred under the
Plan would otherwise have been paid to such Director in cash. Such
Restricted Stock Units may not be re-allocated out of such
units.
(b) Effective January 1, 2007,
all cash deferred into the Plan on and after that date will be
deemed invested in the investment options (as made available by the
Committee from time to time, which investment options shall include
Restricted Stock Units) selected by the Director. Deferrals of
Company Stock shall be automatically deemed invested in Restricted
Stock Units. The Director may make an initial investment election
with respect to cash deferrals at the time of enrollment in the
Plan in whole increments, subject to such restrictions as the
Committee may prescribe. A Director may also elect to reallocate
his or her Account, and may elect to allocate any future cash
deferrals, among the various investment options in whole increments
from time to time as prescribed by the Committee and subject to
such restrictions as the Committee may prescribe; provided that
deferrals of Company Stock may not be re-allocated out of
Restricted Stock Units. Such investment elections shall remain in
effect until changed by the Director. All investment elections
shall become effective as soon as practicable after receipt of such
election by the Committee, and must be made in the form and manner
and within such time periods as the Committee prescribes
2
in order to be effective. In the
absence of an effective election, the Director’s cash
deferrals shall be deemed invested in the default fund specified by
the Committee.
(c) The Restricted Stock Units
credited to a participating Director’s Account under the Plan
shall be issued under the Stock Plan. The number of Restricted
Stock Units credited to a Director’s Account as of each
Deferral Date shall be calculated by dividing by the amount so
deferred by the Fair Market Value (as defined in the Stock Plan) of
a share of Company Stock as of such Deferral Date. The Restricted
Stock Units so credited shall be immediately vested and
non-forfeitable and shall become payable as set forth in
Section 9. Except as set forth herein, the terms and
conditions of the Restricted Stock Units credited to
Directors’ Accounts under the Plan shall be governed by the
Stock Plan, including, but not limited to, the equitable adjustment
provisions set forth in Section 5 thereof.
(d) On each valuation date as
determined by the Committee, the Committee shall credit the deemed
investment experience with respect to the selected (or required)
investment options to each Director’s Account.
(e) Notwithstanding anything to the
contrary herein, all elections under this section by a Director who
is subject to Section 16 of the Securit
