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THE CORPORATE EXECUTIVE BOARD DEFERRED COMPENSATION PLAN

Executive Compensation Plan Agreement

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Corporate Executive Board Company

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Title: THE CORPORATE EXECUTIVE BOARD DEFERRED COMPENSATION PLAN
Governing Law: Delaware     Date: 3/2/2009
Industry: Business Services     Sector: Services

THE CORPORATE EXECUTIVE BOARD DEFERRED COMPENSATION PLAN, Parties: corporate executive board company
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Exhibit 10.17

THE CORPORATE EXECUTIVE BOARD

DEFERRED COMPENSATION PLAN, AS AMENDED,

EFFECTIVE JANUARY 1, 2008

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

ARTICLE I TITLE AND DEFINITIONS

 

 

55

 

1.1 Definitions

 

 

55

 

 

 

 

 

 

ARTICLE II PARTICIPATION

 

 

57

 

 

 

 

 

 

ARTICLE III DEFERRAL ELECTIONS

 

 

57

 

3.1 Elections to Defer Compensation

 

 

57

 

3.2 Investment Elections

 

 

58

 

 

 

 

 

 

ARTICLE IV DEFERRAL ACCOUNTS AND TRUST FUNDING

 

 

59

 

4.1 Deferral Accounts

 

 

59

 

4.2 Company Contribution Account

 

 

59

 

4.3 Trust Funding

 

 

60

 

 

 

 

 

 

ARTICLE V VESTING

 

 

60

 

 

 

 

 

 

ARTICLE VI DISTRIBUTIONS

 

 

60

 

6.1 Distribution of Deferred Compensation and Discretionary Company Contributions

 

 

60

 

6.2 [Reserved.]

 

 

61

 

6.3 Hardship Distribution

 

 

61

 

6.4 Inability to Locate Participant

 

 

61

 

 

 

 

 

 

ARTICLE VII ADMINISTRATION

 

 

62

 

7.1 Committee

 

 

62

 

7.2 Committee Action

 

 

62

 

7.3 Powers and Duties of the Committee

 

 

62

 

7.4 Construction and Interpretation

 

 

62

 

7.5 Information

 

 

63

 

7.6 Compensation, Expenses and Indemnity

 

 

63

 

7.7 Quarterly Statements

 

 

63

 

7.8 Disputes

 

 

63

 

 

 

 

 

 

ARTICLE VIII MISCELLANEOUS

 

 

64

 

8.1 Unsecured General Creditor

 

 

64

 

8.2 Restriction Against Assignment

 

 

64

 

8.3 Withholding

 

 

64

 

8.4 Amendment, Modification, Suspension or Termination

 

 

64

 

8.5 Governing Law

 

 

65

 

8.6 Receipt or Release

 

 

65

 

8.7 Payments on Behalf of Persons Under Incapacity

 

 

65

 

8.8 Limitation of Rights and Employment Relationship

 

 

65

 

8.9 Headings

 

 

65

 

8.10 Section 409A of the Code

 

 

65

 

 

 

 

 

 

Exhibit A

 

 

66

 

54


 

THE CORPORATE EXECUTIVE BOARD

DEFERRED COMPENSATION PLAN

          The Corporate Executive Board Company (the “Company”) has determined that it is in the best interests of the Company to establish The Corporate Executive Board Deferred Compensation Plan (the “Plan”) for a select group of management or highly compensated employees in order to serve as a vehicle for attracting, incentivizing, and retaining high quality executive employees. The Plan was originally adopted as of the Effective Date and has been subsequently amended, effective as of January 1, 2006, to read as follows:

ARTICLE I

TITLE AND DEFINITIONS

     1.1 Definitions .

          Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

          (a) “Account” or “Accounts” shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

          (b) “Base Salary” shall mean a Participant’s annual base salary and such commissions and bonuses as may be designated as deferrable as Base Salary by the Committee and which do not otherwise meet the definition of Incentive Compensation. Base Salary shall exclude all other bonus, incentive and all other remuneration for services rendered to Company and shall be determined prior to reduction for any salary contributions to a plan established pursuant to Sections 125, 132 or 401(k) of the Code. In the case of a Participant who is a member of the Board of Directors, the term “Base Salary” shall also include any director fees or director retainers otherwise payable to such Participant.

          (c) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant’s death. No beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant’s spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the Participant’s estate, as represented by the duly appointed and currently acting personal representative of the Participant’s estate (which shall include either the Participant’s probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant’s estate duly appointed and acting in that capacity within ninety (90) days after the Participant’s death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed one hundred eighty (180) days after the Participant’s death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’s parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within sixty (60) days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or to the Participant’s estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of Company.

          (d) “Board of Directors” or “Board” shall mean the Board of Directors of Company.

          (e) [Reserved]

55


 

          (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.

          (g) “Committee” shall mean the Compensation Committee of the Board, which shall administer the Plan in accordance with Article VII.

          (h) “Company” shall mean The Corporate Executive Board Company.

          (i) “Company Contribution Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with an amount equal to the Participant’s Company Discretionary Contribution Amount, if any, and Company Matching Contribution Amount, if any, and earnings and losses on such amounts pursuant to Section 4.2.

          (j) “Company Discretionary Contribution Amount” shall mean such discretionary amount if contributed by the Company for a Participant for a Plan Year. Such amount may differ from Participant to Participant in amount, including no contribution and including differences expressed as different percentages of Compensation.

          (k) “Company Matching Contribution Amount” shall mean such amount, if any, contributed by the Company for each Participant for a Plan Year. Such amount may differ from Participant to Participant in amount, including no contribution and including differences expressed as different percentages of Compensation.

          (l) “Compensation” shall mean Base Salary, Incentive Compensation and Ad Hoc Awards.

          (m) “Deferral Account” shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant’s Compensation that he or she elects to defer, and (2) earnings and losses pursuant to Section 4.1.

          (n) “Disabled” or “Disability” shall mean the Participant has, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, received income replacement benefits for a period of not less than three months under a disability program covering employees of the Company. The Committee shall determine whether or not a Participant has become Disabled for purposes of the Plan.

          (o) “Distributable Amount” shall mean the vested balance in the Participant’s Deferral Account and Company Contribution Account.

          (p) “Effective Date” shall be July 1, 2005

          (q) “Eligible Employee” shall mean (i) those employees who job titles are listed in Exhibit A attached hereto and (ii) any outside director of the Company.

          (r) “Fund” or “Funds” shall mean one or more of the investment funds selected by the Committee pursuant to Section 3.2(b).

          (s) “Hardship Distribution” shall mean a severe financial hardship to the Participant resulting from an unforeseeable emergency. An unforeseeable emergency shall mean a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant, loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant’s assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

          (t) “Incentive Compensation” shall mean such bonuses and/or commissions as may be designated as deferrable as Incentive Compensation by the Committee and which are based on services performed for the Company over a period of at least twelve (12) months and which meet the requirements of “performance-based compensation” as defined in Section 409A(a)(4)(B)(iii) of the Code.

56


 

          (u) “Initial Election Period” shall mean the thirty (30) day period prior to the Effective Date of the Plan, or the thirty (30) day period following the time an employee shall first be designated by the Company as an Eligible Employee.

          (v) “Interest Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund determined on a daily basis.

          (w) “Key Employee” shall mean those employees defined under Section 416(i) of the Code without regard to paragraph (5) thereof.

          (x) “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

          (y) “Payment Date” shall be the date selected by the Participant to receive or to commence receipt of benefits under the Plan, subject to the rules set forth under the Plan or the date on which the rules of the Plan otherwise provide for a payment to the Participant or the Participant’s Beneficiary.

          (z) “Plan” shall be The Corporate Executive Board Deferred Compensation Plan.

          (aa) “Plan Year” shall be January 1 to December 31. The first Plan Year shall be July 1, 2005 to December 31, 2005.

          (bb) “Scheduled Withdrawal Date” shall mean the distribution date elected by the Participant for an in-service withdrawal of amounts from the Participant’s Accounts which were deferred in a given Plan Year, and earnings and losses attributable thereto, as set forth on the election form for such Plan Year.

          (cc) “Trust” shall mean the grantor trust initially established between the Company and First American Trust, FSB.

          (dd) “Trustee” shall mean First American Trust, FSB.

          (ee) “Ad Hoc Award” shall mean an award in cash or property that is subject to a forfeiture condition requiring the continued performance of services for a period of at least twelve (12) months from the date of grant and is also subject to the initial election rules set forth in Section 3.1(d).

          (ff) “Separation from Service” shall mean the definition set forth in Treas. Reg. § 1.409A-1(h).

          (gg) “Termination of employment” shall mean separation from Separation from Service.

ARTICLE II

PARTICIPATION

          An Eligible Employee shall become a Participant in the Plan by completing certain electronic enrollment procedures, including any required insurance applications. Effective January 1, 2008, an Eligible Employee shall first become a Participant in the Plan as of the later of (i) the first day of the month following the date on which an individual first becomes an Eligible Employee or (ii) the date upon which the Eligible Employee completes all applicable electronic enrollment procedures, including any required insurance applications.

ARTICLE III

DEFERRAL ELECTIONS

     3.1 Elections to Defer Compensation .

          (a) Initial Election Period . Subject to the provisions of Article II, each Eligible Employee may elect to defer Compensation by filing with the Committee an election that conforms to the requirements of this Section 3.1, following certain electronic election procedures established by the Committee, no later than the last day of his or her Initial Election Period.

57


 

          (b) General Rule . The amount of Compensation which an Eligible Employee may elect to defer is such Compensation earned on or after the time at which the Eligible Employee elects to defer in accordance with Sections 1.1(u) and 3.1(a) and shall be a percentage which shall not exceed One Hundred Percent (100%) of the Eligible Employee’s Compensation, provided that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, by the amounts needed to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements all as determined in the sole and absolute discretion of the Committee. The minimum contribution which may be made in any Plan Year by an Eligible Employee shall not be less than Five Thousand Dollars ($5,000), provided such minimum contribution can be satisfied from any element of Compensation. Notwithstanding the previous sentence, the minimum contribution shall be reduced for the first Plan Year to the amount of Three Thousand Dollars ($3,000).

          (c) Duration of Compensation Deferral Election . In the case of an Eligible Employee who first becomes eligible to participate in the Plan as of the Effective Date, such Eligible Employee’s initial election to defer Compensation must be prior to the Effective Date and is to be effective with respect to Compensation earned after such deferral election is processed. Such election shall be irrevocable for a Plan Year and shall continue in effect unless and until modified for subsequent Plan Years. The Committee may, in its discretion and on a year by year basis, permit a Participant to make separate elections in respect of (i) the component of Base Salary which does not consist of bonus and/or commissions and (ii) the component of Base Salary which does consist of bonus and/or commissions. A Participant may increase, decrease or terminate a deferral election with respect to Base Salary for any subsequent Plan Year by filing a new election not less than fifteen (15) days prior to the beginning of the next calendar year. A Participant may increase, decrease or terminate a deferral election with respect to Incentive Compensation for any subsequent Plan Year by filing a new election within such time frame as may be determined by the Committee but which shall in no event be less than six months prior to the end of twelve (12) month performance period on which such Incentive Compensation is based. In the case of an employee who becomes an Eligible Employee after the Effective Date, such Eligible Employee shall have thirty (30) days after the date he or she has become an Eligible Employee to make an Initial Election with respect to Compensation. Such election shall be for the remainder of the Plan Year, in the event the Plan Year has commenced. In the event that an election which is made in respect of a Plan Year covers a component of Base Salary which is earned in part during such Plan Year and in part during the immediately succeeding Plan Year, such election shall not apply to any portion of such component of Base Salary at the time such component of Base Salary becomes otherwise payable in such immediately succeeding Plan Year. Instead, any deferral relating to such component of Base Salary must instead be made (i) through a separate election during the calendar year preceding the calendar year in which such component of Base Salary otherwise becomes payable or (ii) through a continuation of the original election into such subsequent Plan Year through a failure to modify or revoke such original election.

          (d) Elections other than Elections during the Initial Election Period . Subject to the limitations of Section 3.1(b) above, any Eligible Employee who has terminated a prior Compensation deferral election may elect to again defer Compensation, by filing an election, on a form provided by the Committee, to defer Compensation as described in Sections 3.1(b) and 3.1(c) above. An election to defer Compensation must be filed in a timely manner in accordance with Section 3.1(c).

          (e) Elections to defer Ad Hoc Awards . Notwithstanding any other provision set forth in this Section 3.1 to the contrary, any Eligible Employee may elect to defer an Ad Hoc Award pursuant to certain procedures established by the Committee so long as the initial election is made no later than thirty (30) days after the date of grant of the Ad Hoc Award. Pursuant to the definition of Ad Hoc Award, the election must be made at least twelve (12) months before the Eligible Employee has earned a nonforfeitable right to any portion of such Ad Hoc Award.

     3.2 Investment Elections .

          (a) At the time of making the deferral elections described in Section 3.1, the Participant shall designate, on a form provided by the Committee, the types of investment funds in which the Participant’s Account shall be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. In making the designation pursuant to this Section 3.2, the Participant may specify that all or any percentage of his or her Account be deemed to be invested, in whole percentage increments, in one or more of the types of investment funds provided under the Plan as communicated from time to time by the Committee. A Participant may change the designation made under this Section 3.2 by filing an election, on a form provided by the Committee, which change shall be made effective as soon as reasonably practicable after receipt by the Committee of such form. If a Participant fails to elect a type of fund under this Section 3.2, he or she shall be deemed to have elected the money market type of investment fund.

          (b) Although the Participant may designate the type of investment funds used to measure the earnings or losses to be credited to the Participant’s Accounts, the Committee shall have the right to change the range and type of available investment funds for these purposes at any time and from time to


 
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