E. I. DU
PONT DE NEMOURS AND COMPANY
STOCK ACCUMULATION AND DEFERRED
COMPENSATION PLAN FOR DIRECTORS
(Amended
Effective January 1, 2009)
The purpose
of the DuPont Stock Accumulation and Deferred Compensation Plan for
Directors (the “Plan”) is to permit Directors to defer
the payment of all or a specified part of their compensation for
services performed as Directors.
This
amendment and restatement of the Plan (“2009
Restatement”) is intended to reflect the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”) and the rulings and regulations issued
thereunder (collectively, “Code Section 409A”) and
shall be administered and construed in accordance with such
requirements.
The
provisions of this 2009 Restatement shall apply to amounts deferred
in taxable years beginning after December 31, 2008.
Notwithstanding the foregoing, paragraph 11 of this 2009
Restatement shall, to the extent provided therein, apply to amounts
deferred in taxable years before 2009; provided, however, that such
amounts were not: (i) earned and vested before January 1,
2005; and (ii) paid to a Director on or before
December 31, 2008. For purposes of this paragraph, a right to
an amount is earned and vested only if the amount is not subject to
a substantial risk of forfeiture for purposes of Code
Section 409A.
Members of
the Board of Directors of the Company who are not employees of the
Company or any of its subsidiaries or affiliates shall be eligible
under this Plan to defer compensation for services performed as
Directors.
3.
ADMINISTRATION AND AMENDMENT
The Plan
shall be administered by the Compensation Committee of the Board of
Directors (the “Committee”). The decision of the
Committee with respect to any questions arising as to the
interpretation of this Plan, including the severability of any and
all of the provisions thereof, shall be final, conclusive and
binding. The Board of Directors of the Company reserves the right
to modify the Plan from time to time, or to terminate the Plan
entirely, provided, however, that (1) no modification of the Plan
shall operate to annul an election already in effect for the
current calendar year or any preceding calendar year; (2) that
the foregoing shall not preclude any amendment necessary or
desirable to conform to changes in applicable law, including, but
not limited to, changes in the Code; and (3) upon termination
of the Plan, except to the extent otherwise permitted under Code
Section 409A, all balances will be distributed in accordance
with the terms of the Plan as in effect on the date of
termination.
The
Committee is authorized, subject to the provisions of the Plan,
from time to time to establish such rules and regulations as it
deems appropriate for the proper
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administration
of the Plan, and to make such determinations and take such steps in
connection therewith as it deems necessary or advisable.
4.
COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT / CHANGE IN
LAW
It is the
Company’s intent that the Plan comply in all respects with
Rule 16b-3 of the Exchange Act, or its successor, and any
regulations promulgated thereunder. If any provision of this Plan
is found not to be in compliance with such rule and regulations,
the provision shall be deemed null and void, and the remaining
provisions of the Plan shall continue in full force and effect. All
transactions under this Plan shall be executed in accordance with
the requirements of Section 16 of the Exchange Act and the
regulations promulgated thereunder.
The Board
of Directors may, in its sole discretion, modify the terms and
conditions of this Plan in response to and consistent with any
changes in applicable law, rule or regulation.
5. ELECTION
TO DEFER AND FORM OF PAYMENT
On or
before December 31 of any calendar year, a Director may elect
to defer, in the form of cash or stock units, the payment of all or
a specified part of all fees payable to the Director for services
as a Director during the following calendar year.
To the
extent permitted under Code Section 409A, any person who shall
become a Director during any calendar year, and who was not a
Director of the Company on the preceding December 31, may
elect, within thirty days after election to the Board, to defer in
the same manner the receipt of the payment of all or a specified
part of fees not yet earned for the remainder of that calendar year
in the form of cash or stock units.
At the time
a Director elects to defer his/her fees for a calendar year, he/she
must also elect:
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i.
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the payment event for such deferred amounts (a specified calendar
year or his/her separation from
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