Exhibit 10.5
DST SYSTEMS, INC.
DIRECTORS' DEFERRED FEE PLAN
(Amended and Restated as of January 1, 2009)
1.1 Purpose.
The
purpose of the DST Systems, Inc. Directors' Deferred Fee Plan
("Plan")
is to allow outside directors of DST Systems, Inc. ("Company") an opportunity,
in accordance
with the terms and
conditions
set forth herein, to defer fee
payments that
otherwise would be payable currently in cash, and to receive
additions to such deferred amounts made by the Company.
1.2
Effective Dates; Code
Section 409A.
(a)
The Plan was initially effective September 1, 1995 and was most
recently amended and
restated as of February 26, 2002. The Plan, as
amended and restated herein, is effective January 1, 2009.
(b)
The terms of the Plan as stated
herein shall apply to all amounts
deferred and vested under the Plan and shall be interpreted and
applied at all
times in accordance with Code Section 409A, and
guidance issued
thereunder.
No amounts shall be subject to
"grandfathering"
treatment, even if
such amounts were
deferred and
vested under the Plan before January 1, 2005.
ARTICLE II.
DEFINITIONS
Certain words and
phrases are
defined when first used in this Plan.
In
addition, the
following words and phrases when used herein shall have the
following respective meanings, unless the context clearly requires
otherwise:
2.1
"Account" means the bookkeeping account established by the Company or
its delegate as provided in Section 3.1 to reflect amounts deferred and vested
under the Plan and earnings credited on such amounts.
2.2
"Affiliate"
means
any corporation, company limited by shares,
partnership, limited
liability company,
business trust, other entity, or other
business association with whom the Company would be considered a
single employer
under Code Sections
414(b) and 414(c),
except that in
applying Code
Sections
1563(a)(1), (2) and
(3) for purposes
of determining a controlled group of
corporations under Code Section 414(b), the language "at least 50
percent" shall
be used instead
of "at least 80
percent" in each place it appears in Code
Sections 1563(a)(1),
(2) and (3), and in
applying Treas. Regs. Sec. 1.414(c)-2
for purposes of
determining a controlled group of trades or businesses under
Code Section 414(c), the language "at least 50 percent" shall be
used instead of
"at least 80 percent" in each place it appears in Treas. Regs. Sec.
1.414(c)-2.
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2.3
"Beneficiary" means the primary and contingent beneficiaries
designated
by a Participant
to receive
any benefits payable hereunder following the
Participant's death.
Beneficiary designations shall be by written or electronic
instrument delivered
to the Secretary of the Company, in accordance with
procedures
established by
the Company. A Participant may designate the
proportions in which
such beneficiaries
are to receive such
payments and may
change such designation from time to time. The last
designation filed with
the
Secretary of the Company prior to the Participant's death shall control. In the
event no beneficiary is designated, or if the designated
beneficiary predeceases
the Participant or dies before the Participant's entire benefit under the Plan
has been distributed, "Beneficiary" shall mean the Participant's
estate.
2.4
"Board"means the Board of Directors of the Company.
2.5
"Director"
means a member
of the Board who is not, at the time of
service as a director, an employee of the Company or any
Affiliate.
2.6
"Fees" mean the annual retainer, annual chair retainer and meeting
fees
that would, but for an
election made under this Plan, be payable by the Company
to the Director in cash for his or her services as a Director. Fees
may be based
on a Plan Year period or other period (which need not be twelve
(12) months), as
set by the Board.
2.7
"Participant"
means a Director or
former Director who
has an Account
under the Plan.
2.8
"Plan Year" means the twelve (12) consecutive month period commencing
each January 1 and ending on the following December 31.
2.9
"Separation from
Service" means a Participant ceases to be a Director
of the Company or any
Affiliate, unless
immediately
upon such cessation the
Participant enters
into a relationship
with the Company or any Affiliate which
would not be a Separation from Service under Code Section
409A, in which case a
Separation from
Service will be deemed to occur
upon the cessation of such
relationship as provided in Code Section 409A.
2.10
"Unforeseeable
Emergency" means a
severe financial
hardship to the
Participant resulting
from an illness or accident of the Participant, the
Participant's spouse,
the Participant's Beneficiary, or the Participant's
dependent (as
defined in Code Section 152, without regard to subsections
152(b)(1), 152(b)(2), and 152(d)(1)(B)), the 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.
2.1l
"Valuation
Date" means the last
business day of each calendar month.
ARTICLE III.
PLAN ACCOUNTS AND CREDITS
3.1
Establishment of Plan Accounts.
The
Company or its
delegate shall
establish an Account
on behalf of each
Participant in the Plan. The amounts specified in Sections 3.3 and 3.4
shall be
credited to the Participant's Account.
3.2
Nature of Plan Accounts.
A
Participant's
Account shall be used solely as a measuring device to
determine the amount
(if any) to be paid to a Participant under this Plan. No
amounts shall actually be set aside with respect to any Account.
All amounts at
any time attributable
to an Account shall be, and remain, the sole property of
the Company.
A Participant's rights hereunder are limited to
2
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the right to receive Plan benefits as provided herein. An Account
represents an
unsecured promise by the Company to pay the benefits provided by
the Plan.
3.3
Election to Defer Fees.
(a)
A Participant may
elect, in accordance with procedures established by
the Board or its delegate, to defer receipt of all or any
part of his
or her Fee payments
paid during a Plan Year. Such amounts shall be
deferred in
incremental
percentages or fixed
dollar amounts
under
procedures established by the Board or its delegate. Amounts deferred
under this Section 3.3
shall be deferred
through the
reduction of
amounts otherwise
payable to the
Participant as Fee
payments during
the Plan Year. Fees
deferred under this Section 3.3 shall be credited
to the Participant's
Account as of the day that such Fees would
otherwise have been paid to the Participant in cash.
(b) The Participant's deferral election must be made and filed, in
accordance with
procedures established
by the Board or its delegate,
no later than the
December 31 preceding
the Plan Year for
which the
election is to be
effective.
Notwithstanding
the preceding, with
respect to an individual who first becomes a Participant during a
Plan
Year (either
by election or appointment as a Director), the
Participant's election must be made and filed:
(1) with respect to the Participant's annual retainer and annual
chair retainer,
prior to the date the individual becomes a
Participant (either by
election or
appointment as a
Director);
and
(2) with respect to
the Participant's
meeting fees, within thirty
(30) days of the
date the individual becomes a Participant
(either by election or appointment as a Director), but only with
respect to meetings
which occur after the date of such deferral
election.
For purposes of the preceding sentence, an individual who at one
point
was a Participant,
ceased being a
Participant,
and again becomes
a
Participant (either by election or appointment), shall be
considered a
new Participant only if:
(A) he or she was not
eligible to
participate
in the Plan (or
any other plan or arrangement required by Code Section 409A
to be aggregated
with the Plan) at any time during the
twenty-four (24)-month
period ending on the
date he or she
again becomes a Participant, or
(B) he or she was paid
all amounts previously due under the Plan
(or any other plan or
arrangement required
by Code Section
409A to be aggregated
with the Plan) and, on and before the
date of the last such payment, was not eligible to continue
to participate in the Plan (or any other plan or arrangement
required by Code
Section 409A to be aggregated with the
Plan) for periods after such payment.
3
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(c)
An election may not be revoked, changed or modified after the
applicable filing deadline specified in Section 3.3(b), including
with
respect to Fees paid after the individual ceases to be a Participant.
A deferral election,
once made, shall continue in effect with respect
to subsequent
Plan Years, until a new election is filed by the
Participant for the Plan Year in accordance with Section
3.3(b).
3.4
Income, Gain or Loss
Adjustment on Plan Accounts.
As
of each Valuation
Date, the Compa
