Exhibit 10.13
HILLENBRAND, INC.
BOARD OF DIRECTORS’
DEFERRED COMPENSATION PLAN
HILLENBRAND, INC.
BOARD OF DIRECTORS’
DEFERRED COMPENSATION PLAN
RECITALS
WHEREAS, in
accordance with that certain Distribution Agreement (as defined
below), Hillenbrand Industries, Inc. (to be re-named Hill-Rom
Holdings, Inc. prior to or effective upon the Distribution referred
to below and hereinafter referred to in these recitals as
“RemainCo” or “Hill-Rom Holdings, Inc.”)
proposes to distribute its entire ownership interest in Batesville
Holdings, Inc. (to be re-named Hillenbrand, Inc. prior to or
effective upon the Distribution and hereinafter referred to in
these recitals as “SpinCo or “Hillenbrand, Inc.”)
through a pro-rata distribution of all of the outstanding shares of
SpinCo common stock then owned by RemainCo to the holders of
RemainCo common stock (“Distribution”); and
WHEREAS,
RemainCo and SpinCo have entered into that certain Employee Matters
Agreement (as defined below) for the purpose of continuing benefits
for the pre-Distribution directors, employees and consultants of
RemainCo and its subsidiaries; and
WHEREAS, in
accordance with Section 6.2 of the Employee Matters Agreement,
SpinCo is to adopt and implement a Board of Directors’
Deferred Compensation Plan with features that are comparable to the
Hillenbrand Industries, Inc. Board of Directors’ Deferred
Compensation Plan to be effective as of the date of the
consummation of the transactions contemplated by the Distribution
Agreement; and
WHEREAS,
effective as of the date of the consummation of the transactions
contemplated by the Distribution Agreement (the “Effective
Date”), Hillenbrand, Inc. establishes the Hillenbrand, Inc.
Board of Directors’ Deferred Compensation Plan (the
“Plan”) to provide nonqualified deferred compensation
benefits to members of the Board of Directors of SpinCo.
ARTICLE I
DEFINITIONS
Section 1.01 . Administrator . The term
“Administrator” means Hillenbrand.
Section 1.02 . Beneficiary . The term
“Beneficiary” means, for a Participant, the individual
or individuals designated by that Participant in the last
Beneficiary Designation Form executed by that Participant to
receive benefits in the event of that Participant’s death. If
no such beneficiary shall have been designated, or if no designated
beneficiary shall survive the Participant, the beneficiary shall be
the Participant’s estate.
Section 1.03 . Board . The term
“Board” means the Board of Directors of Hillenbrand,
Inc.
Section 1.04 . Cash Participation Account . The
term “Cash Participation Account” means the bookkeeping
account maintained by the Administrator for each Participant
reflecting amounts deferred under this Plan and the Prior Deferrals
and accruing interest monthly at the Interest Rate.
Section 1.05 . Compensation . The term
“Compensation” means for each Participant in any Plan
Year the total amount of remuneration (including retainers and
meeting fees) for director services and consulting fees and
continuing director fees for former Directors as paid to that
Participant by the Company in that Plan Year.
Section 1.06 . Director . The term
“Director” means each non-employee member of the Board
of Directors of the Company.
Section 1.07 . Distribution Agreement . The term
“Distribution Agreement” means the Distribution
Agreement by and between Hillenbrand Industries, Inc. and
Batesville Holdings, Inc. dated effective as of March 14,
2008.
Section 1.08 . Effective Date . The term
“Effective Date” means the date of the consummation of
the transactions contemplated by the Distribution Agreement.
Section 1.09 . Employee Matters Agreement . The
term “Employee Matters Agreement” means the Employee
Matters Agreement by and between Hillenbrand Industries, Inc. and
Batesville Holdings, Inc. dated effective as of March 31,
2008.
Section 1.10 . Fiscal Year. The term “Fiscal
Year” means the fiscal year of the Company.
Section 1.11 . Forms . The term
“Forms” means the forms used by the Company for Plan
operation and shall include the following:
(a)
Deferral Elections Checklist . The term “Deferral
Elections Checklist” means the form on which a Director
designates the amount of Compensation to be deferred under the
Plan, the Participation Account(s) to which such amounts shall be
credited and when his Participation Account shall be
distributed.
(b)
Beneficiary Designation Form . The term “Beneficiary
Designation Form” means the form on which a Director
designates his Beneficiary.
Section 1.12 . Hillenbrand . The term
“Hillenbrand” or the “Company” means
Hillenbrand, Inc. and any successor thereof.
Section 1.13 . Hillenbrand Common Stock . The
term “Hillenbrand Common Stock” means the common stock,
without par value, of Hillenbrand.
Section 1.14 . Interest Rate . The term
“Interest Rate” means the rate of return credited
monthly at the end of each of Hillenbrand’s fiscal months to
amounts held in the Participant’s Cash Participation Account.
The Interest Rate shall be equal to the prime rate charged by JP
Morgan Chase Bank, Indianapolis (or such other bank which is
Hillenbrand’s principal bank) as determined as of the last
day of the prior fiscal month; provided , however ,
that Hillenbrand reserves the right to change the method of
determining the Interest Rate on a prospective basis.
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Section 1.15 . Participant . The term
“Participant” means (i) any individual who
fulfills the eligibility requirements contained in Article II
of this Plan and elects to defer Compensation under the Plan
(ii) any individual who had a Phantom Stock Participating
Account under the Prior Plan and (iii) any former member of
the Board of Directors of RemainCo as of the Effective Date.
Section 1.16 . Participation Account . The term
“Participation Account” means the Cash Participation
Account and/or the Phantom Stock Participation Account, as
applicable. The Participation Accounts are bookkeeping accounts and
are not required to be funded in any manner.
Section 1.17 . Phantom Shares . The term
“Phantom Shares” means phantom shares of Hillenbrand
Common Stock (each representing one share).
Section 1.18 . Phantom Stock Participation
Account . The term “Phantom Stock Participation
Account” means the bookkeeping account maintained by the
Administrator for each Participant reflecting amounts deferred
under this Plan and the Prior Deferrals and credited as Phantom
Shares (including adjustments as provided in
Article III).
Section 1.19 . Plan . The term
“Plan” means the plan embodied by this instrument as
now in effect or hereafter amended.
Section 1.20 . Plan Year . The term “Plan
Year” means the calendar year.
Section 1.21 . Prior Deferrals . The term
“Prior Deferrals” means amounts of Compensation
deferred by Directors under Prior Plan in effect prior to
January 1, 2005 (including earnings credited on such amounts
through and after January 1, 2005) and not distributed prior
to the January 1, 2005.
Section 1.22. Prior Plan . The term “Prior
Plan” means the Hillenbrand Industries, Inc. Board of
Directors’ Deferred Compensation Plan.
Section 1.23. Prior Plan Participant . The term
“Prior Plan Participant” means (i) any participant in
the Prior Plan who has a Phantom Stock Participant Account under
the Prior Plan as of the Effective Date, and (ii) any Director
as of the Effective Date who was a participant in the Prior Plan
immediately prior to the Effective Date.
Section 1.24. RemainCo . The term
“RemainCo” shall have meaning as set forth in
Section 1.1 of the Employee Matters Agreement.
Section 1.25. RemainCo Director . The term
“RemainCo Director” means any member of the Board of
Directors of RemainCo on the Effective Date who is not a member of
the Board of Directors of the Company on the Effective Date.
Section 1.26. Tandem Director . The term “Tandem
Director” means any person who is a member of the Boards of
Directors of both RemainCo and the Company as of the Effective
Date.
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ARTICLE II
PARTICIPATION IN THE PLAN
Section 2.01 . Eligibility . As of the Effective
Date, all Directors shall be eligible to become Participants in
this Plan, and former Directors shall be eligible to participate to
the extent they are entitled to consulting fees or continuing
director fees.
Section 2.02 . Deferral Amounts .
(a)
Amount of Deferral . The amount of Compensation to be
deferred in a Plan Year shall be designated by each Participant in
the Deferral Elections Checklist executed by that Participant for
that Plan Year prior to the beginning of the Fiscal Year in which
the Plan Year starts and within the time pe
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