GIS » Topics » NONQUALIFIED DEFERRED COMPENSATION

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
NONQUALIFIED DEFERRED COMPENSATION
 
Our Deferred Compensation Plan is a non-qualified plan that provides most of our executives, including the named executive officers, with the opportunity to defer up to 100% of cash incentives and restricted stock units. The Chief Executive Officer may defer up to 100% of his base salary.
 
Participants’ deferred cash accounts earn a monthly rate of return which tracks the investment return achieved under participant-selected investment funds, most of which are offered to participants in our 401(k) Plan. Here are the available investment funds: Fixed Income Fund, Diversified US Equity Fund, Jennison Long-Term Bond Portfolio, Pooled Real Asset Fund, Diversified International Equity Fund, US Treasury Fund, Moderate Balanced Fund and a Company Stock Fund. Participants are eligible to change their investment mix on a monthly basis.
 
Stock units in participants’ deferred stock accounts earn dividend equivalents equal to regular dividends paid on our common stock. These dividend equivalents are credited to the accounts or paid out to the participants. Dividend equivalents credited to each account are used to “purchase” additional stock units for the account at a price equal to the closing price of our common stock on the New York Stock Exchange on the dividend payment date.
 
We credit deferred accounts with additional amounts or stock units, as applicable, equal to the value of the matching contributions that we would have otherwise made to the participants’ 401(k) Plan and Supplemental Savings Plan accounts if the participants had not deferred compensation.
 
At the time of the deferral election, participants must also select a distribution date and form of distribution. Participants must start receiving distributions from deferred accounts no later than age 70. Furthermore, in the case of deferred cash, participants may not receive distributions for at least one year following the date on which the cash otherwise would have been paid out. In the case of deferred equity awards, participants may not receive shares of common stock in place of stock units for at least one year following the vesting date of the award. Participants may elect to receive distributions in a single payment or up to ten annual installments.
 
                                         
    Executive
  Registrant
  Aggregate
  Aggregate
  Aggregate
    Contributions
  Contributions
  Earnings
  Withdrawals/
  Balance at
    in Last FY(1)
  in Last FY
  in Last FY
  Distributions(2)
  Last FYE
Name   ($)   ($)   ($)   ($)   ($)
 
 
K. J. Powell
    137,500       4,995       (23,462 )     147,214       283,419  
D. L. Mulligan
                (398,408 )           748,380  
J. J. Rotsch
    1,113,832       49,228       (1,011,352 )     3,744       6,628,485  
I. R. Friendly
    1,545,096       21,173       (560,151 )     64,396       2,558,697  
C. D. O’Leary
                             
R. G. Darcy
                (379,199 )     2,036,124       3,593,225  
(1) $137,500 of Mr. Powell’s contributions has been disclosed as base salary for fiscal 2009 in the Summary Compensation Table.
 
(2) Includes dividends distributed on deferred stock units, in addition to any other withdrawals and distributions.
 
NONQUALIFIED DEFERRED COMPENSATION
 
Our Deferred Compensation Plan is a non-qualified plan that provides most of our executives, including the named executive officers, with the opportunity to defer up to 100 percent of base salary in certain circumstances, cash incentives, restricted stock units and restricted stock.
 
Participants’ deferred cash accounts earn a monthly rate of return which tracks the investment return achieved under certain participant-selected 401(k) Plan investment funds. Participants are eligible to change their investment mix on a monthly basis. Stock units in participants’ deferred stock accounts earn dividend equivalents equal to regular dividends paid on our common stock. These dividend equivalents are credited to the accounts or paid out to the participants. Dividend equivalents credited to each account are used to “purchase” additional stock units for the account at a price equal to the closing sales price of our common stock on the New York Stock Exchange on the dividend payment date.
 
We credit deferred accounts with additional amounts or stock units, as applicable, equal to the value of the matching contributions that we would have otherwise made to the participants’ 401(k) Plan and Supplemental Savings Plan accounts if the participants had not deferred compensation.
 
At the time of the deferral election, participants must also select a distribution date and form of distribution. Participants must start receiving distributions from deferred accounts no later than age 70. Furthermore, in the case of deferred cash incentives, participants may not receive distributions for at least one year following the date on which the cash incentive otherwise would have been paid out. In the case of deferred equity awards, participants may not receive shares of common stock in place of stock units for at least one year following the vesting date of the award. Participants may elect to receive distributions in a single payment or installments.


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Table of Contents

                                         
    Executive
    Registrant
    Aggregate
    Aggregate
    Aggregate
 
    Contributions
    Contributions
    Earnings
    Withdrawals/
    Balance at
 
    in Last FY(1)
    in Last FY
    in Last FY
    Distributions(2)
    Last FYE
 
Name   ($)     ($)     ($)     ($)     ($)  
   
 
S.W. Sanger
    3,284,175       60,888       1,263,732       715,269       30,422,457  
K.J. Powell
    29,000       1,740       12,246       7,222       312,470  
J.A. Lawrence
                10,126       120,290       112,106  
D.L. Mulligan
          3,632       (59,013 )           1,146,790  
R.G. Darcy
                210,123       82,361       6,008,551  
J.J. Rotsch
    1,163,682       43,887       256,562       3,417       6,480,522  
I.R. Friendly
    669,128       17,302       57,343       120,726       1,616,977  
(1)  $240,200 of Mr. Sanger’s and $29,000 of Mr. Powell’s contributions have been disclosed as base salary for fiscal 2008 in the Summary Compensation Table.
 
(2)  Includes dividends distributed on deferred stock units, in addition to any other withdrawals and distributions.
 
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