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AMENDED AND RESTATED
THERMADYNE HOLDINGS CORPORATION
NON-EMPLOYEE DIRECTORS’
DEFERRED FEE PLAN
1.1
Establishment . Thermadyne Holdings Corporation (the
“Company”) established the Thermadyne Holdings
Corporation Non-employee Directors’ Deferred Stock
Compensation Plan (the “Plan”) for those Directors of
the Company who are not employees of the Company or any of its
subsidiaries or affiliates. The Plan allows Non-employee Directors
effective January 1, 2004 to defer the receipt of cash
compensation. The Plan is hereby amended and restated so that it
complies with Section 409A of the Internal Revenue Code of
1986, as amended.
1.2
Purpose . The Plan is intended to advance the
interests of the Company and its stockholders by providing a means
to attract and retain qualified persons to serve as Non-employee
Directors and to align Non-Employee Directors’ interests more
closely with the interests of stockholders of the
Company.
1.3
Effective Date . This restatement of the Plan is
effective as of January 1, 2005 (the “Effective
Date”).
Certain terms used
in this Plan have the meanings set forth in
Appendix I.
The Plan shall be
administered by the Board or such other committee as may be
designated by the Board. The Committee shall have the authority to
make all determinations it deems necessary or advisable for
administering the Plan, subject to the express provisions of the
Plan. Notwithstanding the foregoing, no Director who is a
Participant under the Plan shall participate in any determination
relating solely or primarily to his or her own Stock Units or Stock
Unit Account.
Each person who is
a Non-employee Director shall be eligible to participate in the
Plan. If any Non-employee Director subsequently becomes an employee
of the Company or any of its subsidiaries, but does not incur a
Termination of Service, such Director shall continue as a
Participant with respect to Fees previously deferred, but shall
cease eligibility with respect to all Fees, if any, earned while an
employee.
DEFERRAL ELECTIONS IN LIEU OF CASH
PAYMENTS
5.1 General
Rule . Each Non-employee Director may, in lieu of receipt
of Fees, defer any or all of such Fees in accordance with this
ARTICLE V. A Non-employee Director may elect to defer a percentage
(of not less than 25% and in 5% increments up to 100%) of his or
her Fees.
5.2 Timing
and Duration of Election . A Deferral Election with respect
to Fees must be made before the beginning of a calendar year in
which service as a Non-employee Director, for which such Fees are
to be paid, is rendered. In the first calendar year in which a
Non-employee Director becomes eligible to defer Fees, an election
may be made, with respect to Fees to be paid for services to be
rendered subsequent to the election, within thirty days after the
date the Participant becomes eligible to participate in the Plan.
After a Deferral Election is made, it shall be irrevocable with
respect to Fees to be paid for services to be performed in the
calendar year with respect to which such Deferred Election is made
except that such Deferral Election may be changed prior to the
beginning of such year. A Deferral Election may be changed with
respect to Fees to be paid with respect to services to be rendered
in a subsequent calendar year as a Non-employee Director provided
that such election is made prior to the beginning of such year. A
Deferral Election shall continue to be in effect and applicable to
fees for subsequent calendar years until it is changed in
accordance with this Section 5.2.
5.3 Form of
Election . A Deferral Election shall be made in a manner
satisfactory to the Committee. A Deferral Election shall be made by
completing and filing the specified election form with the
Secretary or his or her designee within the period described in
Section 5.2.
5.4
Establishment of Stock Unit Account . The Company
shall establish a Stock Unit Account for each Participant. All Fees
deferred pursuant to this ARTICLE V shall be credited to the
Participant’s Stock Unit Account and converted to Stock Units
as of the Deferral Date. The number of Stock Units credited to a
Participant’s Stock Unit Account as of a Deferral Date shall
equal the amount of the deferred Fees divided by the Fair Market
Value of a Share on such Deferral Date, with fractional units
calculated to three decimal places.
5.5
Crediting of Dividend Equivalents . As of each
dividend payment date with respect to Shares, each Participant
shall have credited to his or her Stock Unit Account a dollar
amount equal to the amount of cash dividends that would have been
paid on the number of Shares equal to the number of Stock Units
credited to the Participant’s Stock Unit Account as
of
2
the close of
business on the record date for such dividend. Such dollar amount
shall then be converted into a number of Stock Units equal to the
number of whole and fractional Shares that could have been
purchased with such dollar amount at Fair Market Value on the
dividend payment date.
SETTLEMENT OF STOCK UNITS
6.1 Timing
of Payment . A Participant shall receive or begin receiving
a distribution of his or her Stock Unit Account in the manner
described in Section 6.2 on or as soon as administratively
feasible after the earlier of (i) the first day of the second
calendar month immediately following the month in which the
Participant incurs a Termination of Service (but not less than six
months after the Participant has made a Deferral Election), or
(ii) a date specified by the Participant. A Participant may
make an election as to the time of distribution of his or her Stock
Unit Account at the time he or she makes his or her initial
Deferral Election; however, a Participant may make a separate
distribution election with respect to a Stock Unit Account
established with respect to Fees deferred for a specified calendar
year provided such election is made prior to January 1 of such
year. If a Participant does not make an election as to the
distribution of his or her Stock Unit Account, such Account shall
be distributed on the first day of the second calendar month
immediately following the month in which the Participant incurs a
Termination of Service (but not less than six months after the
Participant has made a deferral election). A Participant may also
elect to receive a distribution as soon as administratively
feasible following a Change in Control. Notwithstanding anything in
this Section 6.1 to the contrary, a Participant may not elect
to defer distribution of his or her Stock Unit Account to a date
later than the occurrence of a Change of Control if he or she
elected to have distribution commence on a Change of Control. A
Participant may make an election to further defer the commencement
of distribution of his or her Stock Unit Account to a date later
than that specified above provided he or she makes such election
with the Secretary or his or her delegate at least one year prior
to the date such distribution is originally scheduled to commence
and the date upon which he or she subsequently elects to have such
distribution commence is at least five years later than the date it
is originally scheduled to commence. If the Partici
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