This excerpt taken from the GMCR 10-K filed Dec 11, 2008.
AS AMENDED ON DECEMBER 13, 2007
1. IN GENERAL. The plan set forth herein is an amendment and restatement, effective as to all Accounts remaining unpaid as of December 13, 2007, of the 2002 Deferred Compensation Plan previously established by Green Mountain Coffee, Inc., now Green Mountain Coffee Roasters, Inc. (including any successor, the Company).
2. DEFINED TERMS. As used in the Plan, the following terms have the meanings associated with them below:
Account: a memorandum account, including any subaccounts, maintained by the Administrator to reflect the Employers unfunded deferred compensation obligation to a Participant hereunder.
Administrator: the Board or, if so determined by the Board, a committee of the Board. The Board or committee of the Board, as the case may be, may delegate any of its duties and responsibilities under the Plan to such persons (including employees) as it determines. In the case of any such delegation, the term Administrator shall include, to the extent of such delegation, the person or persons to whom such duties and responsibilities were delegated.
Board: the Board of Directors of the Company.
Change in Control: The first to occur of any of the following events:
(a) a change in the control of the Company of a nature that would be required to be reported in accordance with Regulation 14A promulgated under the Securities Exchange Act of 1934 (the Exchange Act), whether or not the Company is then subject to such reporting requirement;
(b) a public announcement (which, for purposes hereof, shall include, without limitation, a report filed pursuant to section 13(d) of the Exchange Act) that any individual, corporation, partnership, association, trust or other entity becomes the beneficial owner (as defined in Rule 13(d)(3) promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the voting power of the Company then outstanding;
(c) the individuals who, as of December 12, 2002, are members of the Board (the Incumbent Board) cease for any reason to constitute at least a majority of the Board (provided, however, that if the election or nomination for election by the Companys shareholders of any new director was approved by a vote of at least a majority of the Incumbent Board, such new director shall be considered to be a member of the Incumbent Board);
(d) the approval of the shareholders of the Company of (A) any consolidation, merger or statutory share exchange of the Company with any person in which the surviving entity would not have as its directors at least 60% of the Incumbent Board and as a result of which those persons who were shareholders of the Company immediately prior to such transaction would not hold, immediately after such transaction, at least 60% of the voting power of the Company then outstanding or the combined voting power of the surviving entitys then outstanding voting securities; (B) any sale, lease, exchange or other transfer in one transaction or series of related transactions of substantially all of the assets of the Company; or (C) the adoption of any plan or proposal for the complete or partial liquidation or dissolution of the Company; or
(e) a determination by a majority of the members of the Incumbent Board, in their sole and absolute discretion, that there has been a Change in Control.
Code: the federal Internal Revenue Code of 1986, as amended.
Common Stock: the common stock of Green Mountain Coffee Roasters, Inc.
Earliest Post-Separation Payment Date: whichever of the following is relevant in the circumstances: (i) in the case of a Participant who is not a Specified Employee at the date he or she Separates from Service of the Employer, the date of such Separation from Service, and (ii) in the case of a Participant who is a Specified Employee at the date he or she Separates from Service, the date that is six (6) months following the date of such separation.
Earnings Measure: a measure of notional investment performance, including without limitation a Stock Unit, that produces either a rate of return on a predetermined actual investment or a reasonable rate of interest as those terms are defined in the Treasury Regulations at Section 31.3121(v)(2)-1(d)(2).
Eligible Person: an individual who is (i) employed by an Employer, determined by the Administrator to qualify as a highly compensated or management employee for purposes of Sections 201(2), 301(a)(3) and 401(a)(1) OF ERISA, and designated by the Administrator as eligible to participate in the Plan, provided that such designation has not been revoked by the Administrator, or (ii) a member of the Board. A change in an individuals eligibility status shall not affect any deferral election under Section 3 for which the applicable deferral election deadline had passed prior to such change in status.
Eligible Pay: except as otherwise determined by the Administrator, (i) in the case of an Eligible Person who is an employee (including an officer) of an Employer, any or all of such Eligible Persons salary, commissions, and bonuses, and (ii) in the case of an Eligible Person who is a member of the Board and not described in clause (i), any or all of such Eligible Persons director fees. The amount of an individuals Eligible Pay for purposes of applying any percentage deferral election shall be determined prior to deferrals under the Plan or under any other program of the Employer. For the avoidance of doubt, any change by the Administrator in amounts included or excluded from an individuals Eligible Pay shall be effective only as to deferrals for which the applicable deferral election deadline had not passed prior to such change.
Employer: the Company and its Subsidiaries, or any of them.
ERISA: the Employee Retirement Income Security Act of 1974, as amended.
Participant: an Eligible Person who participates in the Plan.
Plan: the amended and restated Green Mountain Coffee Roasters, Inc. 2002 Deferred Compensation Plan as set forth herein, as the same may from time to time be amended and in effect.
Stock Unit: an Earnings Measure consisting of one notional share of Common Stock.
Section 409A: Section 409A of the Code, including the Treasury Regulations thereunder and other applicable Internal Revenue Service guidance.
Separation from Service (and correlative terms): an individuals separation from service from the Employer, determined in accordance with Section 1.409A-1(h) of the Treasury Regulations. The Administrator may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a separation from service has occurred. Any such written election shall be deemed part of the Plan.
Specified Employee: an individual who is determined by the Administrator to be or to have been, as of the relevant time, a specified employee (as that term is defined at Section 1.409A-1(i) of the Treasury Regulations) of the Employer. The Administrator may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(i) of the Treasury Regulations for purposes of determining specified employee status. Any such written election shall be deemed part of the Plan.
Subsidiary: any corporation or other trade or business that together with the Company would be treated as a single employer for purposes of Section 1.409A-1(h)(3) of the Treasury Regulations (applied without regard to any permissible special elections thereunder).
Treasury Regulations: the Department of the Treasury regulations at 26 CFR (pertaining to the Code).