Layne
Christensen Company
Deferred Compensation Plan
for Directors
(Amended and
Restated)
Layne Christensen
Company, a Delaware corporation, (the “Company”)
originally adopted the Layne Christensen Company Deferred
Compensation Plan For Directors (the “Plan”) for
non-employee members of the Company’s Board of Directors. The
Plan was amended and restated by the Company’s full Board of
Directors on April 26, 2004. The Company hereby amends and
restates the Plan for compliance with section 409A of the Internal
Revenue Code effective as of January 1, 2009.
1.1 Name and
Purpose . The name of this plan is the “Layne
Christensen Company Deferred Compensation Plan for
Directors.” The purpose of the Plan is to provide
non-employee Directors of the Company with increased flexibility in
timing the receipt of board service fees and to assist the Company
in attracting and retaining qualified individuals to serve as
Directors.
1.2
Definitions . Certain capitalized terms used herein
are defined parenthetically throughout this Plan and/or defined in
this Section 1.2.
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(a)
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“ Board ” means
the Company’s Board of Directors.
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(b)
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“ Closing Price ”
means the closing price of the Company’s Common Stock as
reported in The Wall Street Journal.
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(c)
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“ Common Stock ”
means the common stock of Layne Christensen Company.
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(d)
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“ Company ” means
Layne Christensen Company.
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(e)
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“ Compensation ”
means all remuneration payable to a Director for service as a
Director other than reimbursement for expenses and shall include,
but not be limited to, fees for service and fees for attendance at
meetings of the Board and of its committees.
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(f)
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“ Director ”
means any individual serving on the Board who is not an employee of
the Company or any of its subsidiaries.
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(g)
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“ Effective Date
” for this amended and restated plan is January 1,
2009.
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(h)
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“ Participant ”
means a Director who has filed an election to participate under
Section 3.1 with regard to any Plan Year.
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(i)
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“ Plan Administrator
” means a committee consisting of at least two of the
employees of the Company designated by the Chief Executive Officer
of the Company.
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(j)
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“ Plan Year ”
means the calendar year.
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(k)
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“Separates from
Service” or “Separation from
Service” means a Director ceasing to serve as a director
of the Company . A Director incurs a Separation from Service upon
the effective date of the director’s cessation as a director
of the Company. If a Participant is both a Director and a Company
employee, the services provided as a Director shall be disregarded
in determining whether there has been a Separation from Service as
an employee, and the services provided as an employee shall be
disregarded in determining whether there has been a Separation from
Service as a Director. Separation from Service shall have the same
meaning as set forth under Code section 409A and any applicable
regulations or Treasury Department guidance issued
thereunder.
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2.1
Participation in the Plan . Any individual who is a
Director may participate in the Plan.
3.1 Election
to Participate . Each Director may elect annually to have
payment of all or any portion of the Director’s Compensation
for that Plan Year deferred to another year. An election to defer
shall provide that the Compensation deferred will be paid on
January 15 (or next business day) of a specified year in the
future; provided, however, that if the Participant Separates from
Service prior to such specified year, the Participant’s
account will be paid within the 90-day period immediately following
the Participant’s Separation from Service. No election to
defer under this Plan may be made after December 31 of the
year preceding the Plan Year during which Compensation would
otherwise be paid. If a Participant becomes a Director and he or
she has not in any prior Plan Year become eligible to participate
in any nonqualified deferred compensation plan of the Company with
which the Plan would be aggregated for purposes of Treasury
Regulations § 1.409A 1(c)(2), the Director will have thirty
(30) days to make an election with respect to the remainder of
the Compensation due for that Plan Year; provided that a period of
at least six (6) months exists between the date of such deferral
election and, but for such deferral election, the date the
Compensation would otherwise have been paid.
An election to
defer any Compensation shall be in writing and shall be delivered
to the Plan Administrator or its designee in a form prescribed by
the Plan Administrator. An election to defer shall be irrevocable
by the Director and shall be effective only for the Plan Year
immediately following the date on which it was filed. In the
absence of a written election to defer filed by a Director with the
Plan Administrator, any Compensation will be paid directly to the
Director.
3.2 Mode of
Deferral . Payment of a Participant’s Compensation
may be deferred by means of a credit. Credits shall be recorded in
accounts established in Participants’ names on the books of
the Company.
Payment of a
Participant’s Compensation may be deferred by means of a cash
credit, a stock credit or a combination of the two as the
Participant shall elect in writing at the same time as the election
provided for in Section 3.1 is made. If a Participant fails to
make an election as to mode of deferral, the Participant shall be
deemed to have elected deferral by means of a cash credit. Cash
credits and stock credits shall be recorded in accounts established
in Participants’ names on the books of the
Company.
The Company shall
not be obligated to make actual cash deposits or stock purchases in
the account established in Participants’ names on the books
of the Company, but only to make bookkeeping entries as if deposits
had been made. If, for its own convenience, the Company should make
deposits, any deposited sums shall remain a general, unrestricted
asset of the Company and shall not be deemed as being held in
trust, escrow or in any other fiduciary manner for the benefit of
the Participant.
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(a)
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Cash Credits . If the deferral is wholly or
partly by means of a cash credit, the Company shall credit the
Participant’s cash credit account at the same time, and with
the same amount, that the Director would have otherwise been paid
in cash had no deferral election been made. As of the last day of
each calendar quarter and after subtracting any distributions from
the acco
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