JLG Industries, Inc.
Executive Deferred Compensation Plan
_________________
As Amended and Restated Effective November 1,
2003
(As Amended and Restated Effective December 31,
2008)
JLG Industries, Inc.
Executive Deferred Compensation Plan
As Amended and Restated Effective November 1,
2003
(As Amended and Restated Effective December 31,
2008)
TABLE OF CONTENTS
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Page
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Section 1.
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Establishment and Purpose
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1
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1.1
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Establishment
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1
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1.2
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Purpose
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1
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Section 2.
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Participation by Eligible
Executives
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1
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2.1
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Election of
Benefits
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1
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2.2
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Advance
Election
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1
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2.3
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Election Filing
Deadline
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1
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2.4
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Irrevocable
Election
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2
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2.5
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Form and
Content of Election
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2
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2.6
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Form of
Payment
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2
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Section 3.
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Accounts
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2
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3.1
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Accounts
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2
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3.2
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Company
Contributions
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3
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3.3
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Investment
Return
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3
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3.4
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Treatment Under
SERP
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4
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3.5
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Vesting of
Accounts
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4
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Section 4.
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Distributions of Amounts Credited Under Section
3.1
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5
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4.1
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Payment
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5
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4.2
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Death of
Participant
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5
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4.3
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Hardship
Distributions
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6
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4.4
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Effect of
Distributions on Investment Return
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6
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Section 5.
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Deferrals of
Equity-Based Awards
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6
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5.1
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Election to
Defer
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6
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i
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Section
6.
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Nature of
Participant’s Interest in Plan
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7
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6.1
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No Right to
Assets
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7
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6.2
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No Right to
Transfer Interest
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7
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6.3
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No Employment
Rights
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7
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6.4
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Withholding and
Tax Liabilities
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7
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Section 7.
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Administration, Interpretation, and Modification
of Plan
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8
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7.1
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Plan
Administrator
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8
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7.2
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Powers of
Committee
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8
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7.3
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Finality of
Committee Determinations
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8
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7.4
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Required
Information
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8
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7.5
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Incapacity
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8
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7.6
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Amendment,
Suspension, and Termination
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9
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7.7
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Power to
Delegate Authority
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9
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7.8
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Headings
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9
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7.9
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Severability
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9
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7.10
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Governing
Law
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9
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7.11
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Complete
Statement of Plan
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9
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Section 8.
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Definitions
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10
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8.1
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Gender and
Number
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10
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8.2
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Definitions
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10
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Section 9.
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Code Section
409A Grandfathering Provisions
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12
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9.1
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General
Grandfathering Rule
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12
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9.2
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409A
Grandfathered Account Balance
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12
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9.3
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Payment of 409A
Grandfathered Account Balance
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12
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9.4
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409A
Non-Grandfathered Account Balance
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13
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9.5
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Payment of 409A
Non-Grandfathered Account upon Separation from Service
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13
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9.6
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Payment of 409A
Non-Grandfathered Account upon Death
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14
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9.7
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Separation from
Service
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14
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9.8
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Compliance with
Internal Revenue Code Section 409A
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15
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APPENDIX A
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16
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RATE OF RETURN INDICES
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16
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Appendix B INTERNAL REVENUE CODE SECTION 409A TRANSITION
RULE ELECTION
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17
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ii
JLG INDUSTRIES, INC. EXECUTIVE DEFERRED
COMPENSATION PLAN
As Amended and Restated Effective November 1,
2003
(As Amended Effective December 31,
2008)
Section
1. Establishment and Purpose.
1.1 Establishment .
Effective October 1, 1996, the Company established the Plan for the
benefit of the Participants. The Plan has been amended and restated
effective November 1, 2003, and effective December 31,
2008.
1.2 Purpose . The Plan is an
unfunded plan maintained primarily for the purpose of providing
deferred compensation to a select group of management and highly
compensated employees. The Plan permits Participants to elect to
defer payment of part or all of their Compensation until their
termination of employment with the Company in accordance with the
terms of the Plan.
Section
2. Participation by Eligible
Executives.
2.1 Election of Benefits .
An Eligible Executive may become a Participant in the Plan by
electing to defer, until his termination of employment with the
Company, receipt of part or all of the Compensation to be paid to
him by the Company.
2.2 Advance Election . An
election to defer the receipt of Compensation hereunder shall apply
only to Compensation earned after the date the Participant’s
election is filed with the Administrative Committee.
2.3 Election Filing Deadline
. Except as provided in the following two sentences, an election to
defer Compensation, other than Bonus Compensation, earned in a
calendar year shall be filed with the Administrative Committee
before the calendar year begins, and an election to defer Bonus
Compensation earned in a Fiscal Year shall be filed with the
Administrative Committee on or before March 31 of the Fiscal Year
with respect to which the Bonus Compensation is earned. An Eligible
Executive may file the requisite election to defer Compensation
earned thereafter before the expiration of 30 days from the initial
effective date of the Plan. An Eligible Executive who is newly
hired or otherwise newly eligible may file the requisite election
to defer Compensation earned thereafter before the expiration of 30
days from either (a) his initial date of employment, if the
Eligible Executive is a new hire, or (b) his initial date of
eligibility, if the Eligible Executive is newly eligible to
participate in the Plan.
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JLG
Industries, Inc.
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Page 2
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Executive
Deferred Compensation Plan
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2.4 Irrevocable Election .
Once filed, an election to defer Compensation shall be irrevocable
and shall remain in effect until the end of the calendar year or
Fiscal Year to which it pertains. Such election shall automatically
apply to each subsequent calendar year or Fiscal Year unless the
Participant, before the beginning of the calendar year or on or
before March 31 of the Fiscal Year, revokes his prior election. In
that event, he may file a new election with the Administrative
Committee before the beginning of the calendar year or on or before
March 31 of the Fiscal Year in accordance with Sections 2.3 and 2.5
hereof. An Eligible Executive who does not elect to defer
Compensation in one calendar year or Fiscal Year may elect to defer
Compensation in any subsequent calendar year or Fiscal Year,
provided he remains an Eligible Executive, by electing to defer
Compensation in accordance with this Section 2.
2.5 Form and Content of
Election . An election to defer Compensation hereunder shall be
in writing, in a form acceptable to the Administrative Committee,
and shall specify the portion of the Participant’s
Compensation to be deferred.
2.6 Form of Payment . A
Participant electing to defer Compensation hereunder also shall
elect as to whether such deferred Compensation shall be paid (a) in
a single lump sum, or (b) in annual installments over a period
elected by the Participant, not to exceed fifteen years. An
election of form of payment hereunder shall be in writing in a form
acceptable to the Administrative Committee, and shall be effective
as of the date the form is filed with the Administrative Committee.
The election on file with the Administrative Committee on the date
of the Participant’s termination of employment with the
Company shall govern the payment of all amounts deferred hereunder
provided that the election has been in effect for more than one
year (365 days). If the election has not been in effect for more
than one year (365 days), the entire amount deferred hereunder
shall be paid in a single lump sum. The provisions of this Section
are further restricted by Section 9.
Section
3. Accounts.
3.1 Accounts . The Company
shall maintain for bookkeeping purposes an Account in the name of
each Participant. Each Account shall have a Deferred Compensation
Subaccount to which shall be credited amounts deferred under
Section 2 hereof, plus amounts as provided in Section 3.3 hereof.
Each Account also shall have a Company Contribution Subaccount to
which shall be credited amounts as provided in Sections 3.2 and 3.3
hereof. Any references herein to Compensation that is deferred
pursuant to the Plan shall be deemed to include all amounts
credited to the Participant’s Deferred Compensation
Subaccount and Company Contribution Subaccount.
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JLG
Industries, Inc.
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Page 3
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Executive
Deferred Compensation Plan
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3.2 Company Contributions .
As of the last day of each calendar year, the Administrative
Committee shall credit an additional amount to the Compensation
that each Participant has deferred hereunder equal to the amount,
if any, that the Company would have contributed to the Savings Plan
on behalf of the Participant with respect to that year as a
Matching Contribution (as defined in Section 5.1 of the Savings
Plan), if any, and a Profit-Sharing Contribution (as defined in
Section 5.2 of the Savings Plan), if any, had the Limitations not
applied to the Participant with respect to his participation in the
Savings Plan during that year; provided, however, that the
Participant shall be credited with the amount that the Company
would have contributed to the Savings Plan on behalf of the
Participant with respect to the year as a Matching Contribution (as
defined in Section 5.1 of the Savings Plan) only to the extent that
the amount the Participant elected to defer for the year under
Article 2 hereof is equivalent to the amount that the Participant
would have had to contribute to the Savings Plan (had he not been
prevented from doing so by the Limitations) to receive the related
Matching Contribution under the Savings Plan.
3.3 Investment Return.
(a)
Rate of Return Indices . The Administrative Committee shall
select and maintain one or more rate of return indices as specified
on Appendix A attached hereto as amended from time to time. To the
extent Compensation deferred hereunder is allocated to one or more
of the rate of return indices, the Compensation shall be credited
with the applicable investment return (or loss) that such
Compensation would have earned if it were invested in the specified
index.
(b)
Designation of Investment Return .
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(i)
Each Participant shall specify in writing, at the time he completes
his election to participate under Section 2 hereof, and in a form
acceptable to the Administrative Committee, how any amounts to be
deferred hereunder in the future shall be allocated among the rate
of return indices specified on Appendix A attached
hereto.
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(ii)
The Administrative Committee may, in its discretion and from time
to time, permit a Participant to change any election previously
made with respect to the allocation of amounts to be deferred
hereunder in the future, subject to such conditions and such
limitations as the Administrative Committee may prescribe. Any such
change in election shall be in a form acceptable to the
Administrative Committee.
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(iii)
The Administrative Committee may, in its discretion and from time
to time, permit a Participant to elect to reallocate amounts from
one rate of return index to another, subject to such conditions and
such limitations as the Administrative Committee may prescribe;
provided that a Participant shall be permitted, at least once per
calendar month, to reallocate amounts from one rate of return index
to another. Any such reallocation election shall be in a form
acceptable to the Administrative Committee.
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JLG
Industries, Inc.
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Page 4
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Executive
Deferred Compensation Plan
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(iv)
The Administrative Committee may require that any election under
this Section 3.3 apply to the entire amount to which it pertains (
e.g. , 100% of the Participant’s future contributions)
or to such percentage or percentages of that amount as the
Administrative Committee may specify ( e.g. , increments of
5%).
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(v)
If a Participant fails to specify a rate of return index with
respect to Compensation deferred hereunder, the Participant shall
be presumed to have specified that his entire Account be allocated
to the index determined by the Administrative Committee to
represent the lowest risk of principal loss.
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(c)
Crediting Investment Returns . The balance credited to the
Participant’s Account as of the last day of the prior month
and allocated to one or more rate of return indices shall be
credited with the applicable investment return (or loss) as of the
last day of the month of crediting. All references herein to
Compensation that is deferred pursuant to the Plan shall be deemed
to include such deferred Compensation plus any investment return
(or loss) credited pursuant to this Section 3.3.
3.4 Treatment Under SERP .
Amounts credited to a Participant’s Company Contribution
Subaccount, if any, pursuant to Section 3.2 hereof, and any
investment return (or loss) credited to such amounts pursuant to
Section 3.3 hereof, shall be used to reduce monthly installments
under the SERP pursuant to Section 3.4(d) of the SERP. Amounts
credited to a Participant’s Deferred Compensation Subaccount
pursuant to Section 2 hereof, and any investment return (or loss)
credited to such amounts pursuant to Section 3.3 hereof, shall not
be taken into account under Section 3.4(d) of the SERP.
3.5 Vesting of Accounts.
(a)
Subject to the limitations of Section 6 hereof, balances credited
to Participants’ Deferred Compensation Subaccounts, and
balances credited to the Company Contribution Subaccounts of
Eligible Executives who became Participants before August 1, 1997,
shall be nonforfeitable.
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JLG
Industries, Inc.
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Page 5
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Executive
Deferred Compensation Plan
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(b)
Effective for individuals who become Participants on or after
August 1, 1997, amounts credited to such Participants’
Company Contribution Subaccounts pursuant to Section 3.2 hereof
shall vest in accordance with the following vesting schedule based
on the Participants’ Years of Service (as defined in Section
2.1 of the Savings Plan):
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Full Years of
Service
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Percentage
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1
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0%
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2
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25%
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3
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50%
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4
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100%
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(c)
A Participant’s Account shall become fully vested if the
Participant’s employment terminates as a result of his
retirement pursuant to the Savings Plan. A Participant’s
Account also shall become fully vested if, while the Participant is
still employed by the Company, (i) the Participant dies, (ii) the
Participant becomes totally and permanently disabled, or (iii) the
Participant had an account balance in the Plan on December 6, 2006,
the date upon which a change in control of the Company occurred. If
a Participant’s Account is not fully vested when his
employment terminates, the non-vested portion of his Account shall
be forfeited.
Section
4. Distributions of Amounts Credited Under
Section 3.1.
4.1 Payment . The amount
credited to a Participant’s vested Account pursuant to
Section 3.1 hereof shall be paid, or payments shall commence, as
soon as practicable following the Participant’s termination
of employment with the Company. All such payments shall be made in
cash. If the Participant elects to receive his deferred
Compensation in annual installments, the amount of the first
installment shall be the value of the deferred Compensation that is
subject to such election on the date as of which the installment is
paid, multiplied by a fraction, the numerator of which is one and
the denominator of which is the total number of installments. The
amount of each remaining installment shall be the value of the
unpaid deferred Compensation that is subject to such election on
the date as of which the installment is paid, multiplied by a
fraction, the numerator of which is one and the denominator of
which is the remaining number of installments to be paid. The
provisions of this Section are further restricted by Section
9.
4.2 Death of Participant.
(a)
Amount of Death Benefit . Any amount credited to a
Participant’s vested Account under Section 3.1 hereof that is
unpaid at the time of the Participant’s death shall be paid
in a single lump sum to the Beneficiary designated by the
Participant.
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JLG
Industries, Inc.
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Page 6
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Executive
Deferred Compensation Plan
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(b)
Payment of Death Benefits . A distribution pursuant to this
Section 4.2 shall be made to the Participant’s Beneficiary
within 90 days after the Administrative Committee receives written
notification of the Participant’s death, together with any
additional information or documentation that the Administrative
Committee determines to be necessary or appropriate before it makes
the distribution.
4.3 Hardship Distributions .
At any time, upon the written application of the Participant, the
Administrative Committee may (i) reduce or eliminate the
Participant’s future deferrals of Compensation hereunder, or
(ii) accelerate and pay in a lump sum to the Participant all or
part of the balance of the Compensation credited to the
Participant’s vested Account under Section 3.1 hereof, or
both, if the Administrative Committee finds, in its sole
discretion, that the Participant has incurred or will incur a
severe financial hardship. A severe financial hardship is an
unforeseeable emergency resulting from any of the
following:
(a)
An illness or accident of the Participant, his spouse or dependent
(as defined in Code Section 152);
(b)
A loss of the Participant’s property due to casualty
(including the need to rebuild a home following damage to a home
not otherwise covered by insurance, for example, as a result of a
natural disaster; or
(c)
Other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant, as
determined by the Administrative Committee in accordance with
Treasury Regulation 1.409A-3(i)(3).
In such circumstances, the
Administrative Committee shall reduce or eliminate the future
deferrals and/or accelerate the payment only to the extent
reasonably necessary to eliminate or to avoid the severe financial
hardship.
4.4 Effect of Distributions on
Investment Return . If any amount credited to a
Participant’s vested Account under Section 3.1 hereof is
allocated to more than one rate of return index, any distribution
of part, but not all, of such vested Account shall be debited pro
rata from any return indices to which the Participant’s
vested Account is allocated at the time of the
distribution.
Section
5. Deferrals of Equity-Based
Awards.
5.1 Election to Defer. No deferrals
of equity-based awards are permitted under this Plan after December
31, 2008.
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JLG
Industries, Inc.
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Page 7
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Executive
Deferred Compensation Plan
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Section
6. Nature of Participant’s Interest
in Plan.
6.1 No Right to Assets .
Participation in the Plan does not create, in favor of any
Particip
