A » Topics » Section 6. Payout to Directors.

This excerpt taken from the A 10-Q filed Jun 5, 2007.

Section 6.              Payout to Directors.

6.1           Termination.  If a Director’s Deferral Account balance is equal to or greater than $25,000 on the Termination Date, the form and commencement of benefit may be made in accordance with the Director’s election at the time of deferral and this Section 6.1.  If a Director’s Deferral Account balance is less than $25,000 on the Termination Date, the form shall be a single lump sum payout in the first pay period in January of the year following the Termination Year.

(a)           Form of Payout.  A Director making a valid election under this Section 6.1 may elect to receive either (i) a single lump sum payout in the first pay period in January of the year following the Termination Year, or (ii) a payout in annual installments over a five (5) to fifteen (15) year period beginning in the first pay period in January following the Termination Year.  Payment of the Director’s Deferral Account shall be made in the form of Shares.

(b)           Commencement of Payout.  A Director making a valid election under this Section 6.1 may elect to further defer the Payout Commencement Date, under either the single lump sum or the annual installment election addressed in Section 6.1(a), by an additional one (1), two (2) or three (3) years.

(c)           Dividend Equivalents on Deferral Accounts.  Whatever the form of payout under Section 6, and whatever the timing of the Payout Commencement Date, the Deferral Account of a Director shall continue to be credited with dividend equivalents until all amounts in such an account are paid out to the Director.

6.2           Default Form and Commencement of Payout.  If a valid election under Section 6.1 is not made, and the Director’s Deferral Account balance is equal to or greater than $25,000 on the Termination Date, then the Director shall receive his or her payout in annual installments over the fifteen (15) year period beginning in the first pay period in January following the Termination Year.  If, however, such Deferral Account balance is less than $25,000 on the Termination Date, then the Director shall receive a single lump sum payout in the first pay period in January following the Termination Year.

6.3           Death of Director.  If a Director dies and an election was made under Section 6.1, the Beneficiary will be paid according to the election even though the election was not made twelve (12) months or more prior to the Director’s death.  If the Director dies and no valid

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election was made, and the Director’s Deferral Account balance is equal to or greater than $25,000 on the date of death, then the Beneficiary will receive the payout in annual installments over the fifteen (15) year period beginning in the first pay period in January in the calendar year following the year of the Director’s death.  If, however, such Deferral Account balance is less than $25,000 on the date of death, then the Beneficiary shall receive a single lump sum in the first pay period in January of the year following the year of death.

6.4           Committee Discretion.  Notwithstanding anything in this Section 6 to the contrary, the Committee shall have the discretion to modify the availability and timing of a valid election, and the timing, form and amount of any payout, in any manner it deems appropriate (except that a Director who is then serving as a member of the Committee may not participate in any such decision that affects his or her Deferral Account); provided, however, that any alteration must comply with Section 409A of the Code, and any alteration with respect to a Covered Officer must be consistent with the requirements for deductibility of compensation under Section 162(m) of the Code.

6.5           Specified Employees.  Notwithstanding any other Plan provision, no payment to a “specified employee” (as defined in Section 409A of the Code) shall commence earlier than six (6) months after the date of such individual’s Termination Date (except in the case of a termination by death).  The commencement of a validly elected payment shall be delayed to the day that is six (6) months after such separation.

This excerpt taken from the A 10-K filed Jan 17, 2006.

Section 6.    Payout to Directors.

        6.1   Termination.    If a Director's Deferral Account balance is equal to or greater than $25,000 on the Termination Date, the form and commencement of such benefit may be made in accordance with the Director's election at the time of deferral and this Section 6.1. If a Director's Deferral Account balance is less than $25,000 on the Termination Date, the form of such benefit shall be a single lump sum payout in the first pay period in January of the year following the Termination Year.

            (a)    Form of Payout.    A Director making a valid election under this Section 6.1 may elect to receive either (i) a single lump sum payout in the first pay period in January of the year following the Termination Year, or (ii) a payout in annual installments over a five (5) to fifteen (15) year period beginning in the first pay period in January following the Termination Year. Payment of the Director's Deferral Account shall be made in the form of Shares.

            (b)    Commencement of Payout.    A Director making a valid election under this Section 6.1 may elect to further defer the Payout Commencement Date, under either the single lump sum or the annual installment election addressed in Section 6.1(a), by an additional one (1), two (2) or three (3) years.

            (c)    Dividend Equivalents on Deferral Accounts.    Whatever the form of payout under Section 6, and whatever the timing of the Payout Commencement Date, the Deferral Account of a Director shall continue to be credited with dividend equivalents until all amounts in such an account are paid out to the Director.

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        6.2   Default Form and Commencement of Payout.    If a valid election under Section 6.1 is not made, and the Director's Deferral Account balance is equal to or greater than $25,000 on the Termination Date, then the Director shall receive his or her payout in annual installments over the fifteen (15) year period beginning in the first pay period in January following the Termination Year. If, however, such Deferral Account balance is less than $25,000 on the Termination Date, then the Director shall receive a single lump sum payout in the first pay period in January following the Termination Year.

        6.3   Death of Director.    If a Director dies and an election was made under Section 6.1, the Beneficiary will be paid according to the election even though the election was not made twelve (12) months or more prior to the Director's death. If the Director dies and no valid election was made, and the Director's Deferral Account balance is equal to or greater than $25,000 on the date of death, then the Beneficiary will receive the payout in annual installments over the fifteen (15) year period beginning in the first pay period in January in the calendar year following the year of the Director's death. If, however, such Deferral Account balance is less than $25,000 on the date of death, then the Beneficiary shall receive a single lump sum in the first pay period in January of the year following the year of death.

        6.4   Committee Discretion.    Notwithstanding anything in this Section 6 to the contrary, the Committee shall have the discretion to modify the availability and timing of a valid election, and the timing, form and amount of any payout, in any manner it deems appropriate (except that a Director who is then serving as a member of the Committee may not participate in any such decision that affects his or her Deferral Account); provided, however, that any alteration must comply with Section 409A of the Code, and any alteration with respect to a Covered Officer must be consistent with the requirements for deductibility of compensation under Section 162(m) of the Code.

        6.5   Specified Employees.    Notwithstanding any other Plan provision, no payment to a "specified employee" (as defined in Section 409A of the Code) shall commence earlier than six (6) months after the date of such individual's Termination Date (except in the case of a termination by death). The commencement of a validly elected payment shall be delayed to the day that is six (6) months after such separation.

EXCERPTS ON THIS PAGE:

10-Q
Jun 5, 2007
10-K
Jan 17, 2006
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