HOG » Topics » Distribution of Deferred Benefit Account

These excerpts taken from the HOG 10-K filed Feb 17, 2009.

Distribution of Deferred Benefit Account

Except as provided in Paragraph d, upon a nonemployee director’s Separation from Service for any reason, or upon the occurrence of a Change of Control Event, the Company will make payments to the nonemployee director (or, in the case of the death of the nonemployee director, to his or her beneficiary designated in accordance with the Plan or, if no such beneficiary is designated, to his or her estate), as compensation for prior service as a director, in respect of the nonemployee director’s Deferred Benefit Account.

a. Form of Payments: At the time that a nonemployee director first makes a deferral election under this Plan or first makes a deferral election under the Stock Plan, whichever occurs earlier, the nonemployee director shall make a payment election which shall govern distribution of both the nonemployee director’s Deferred Benefit Account under this Plan and the nonemployee director’s Deferral Share Account under the Stock Plan. In such payment election, the nonemployee director may elect to have payments made either in (i) a single payment, or (ii) annual installments. Under the installment payment option, the nonemployee director may select the number of years over which benefits are to be paid to the nonemployee director, up to a maximum of 5 years. The payment option elected shall apply to the nonemployee director’s entire Deferred Benefit Account under this Plan and the nonemployee’s director’s entire Deferral Share Account under the Stock Plan. The installment payment option does not apply upon the occurrence of a Change of Control Event. A nonemployee director who fails to make a payment election with respect to the nonemployee director’s Deferred Benefit Account under this Plan and the nonemployee director’s Deferral Share Account under the Stock Plan (or any portion of such accounts) shall be deemed to have elected the single payment option. Prior to January 1, 2009, a nonemployee director may change his or her payment election by filing a revised payment election form, properly completed and signed, with the Treasurer of the Company; provided that a revised election submitted during calendar year 2006, 2007 or 2008 (including the election described in Paragraph d. below) may not operate to defer into a subsequent calendar year the distribution of amounts that otherwise would have been paid in the calendar year in which the revised election is submitted, or to accelerate into the calendar year in which the revised election is submitted amounts that otherwise were scheduled for distribution in a subsequent calendar year. On and after January 1, 2009, a nonemployee director may modify his or her distribution election (or deemed distribution election) only if (i) the revised distribution election is submitted to the Treasurer of the Company at least twelve (12) months prior to the first scheduled payment date under the nonemployee director’s then-current distribution election and the revised election is not given effect for twelve (12) months after the date on which the revised election is submitted, and (ii) except as permitted under Code Section 409A, payment pursuant to the revised distribution election is deferred for at least five (5) years from the date payment would otherwise have been made under the nonemployee director’s prior distribution election. For purposes of applying the rules of Code Section 409A, a series of installment payments will be considered a single payment form.

b. If the nonemployee director has elected the single payment option, then the Company will make payment to the nonemployee director in respect of the nonemployee director’s Deferred Benefit Account within 30 days after the end of the calendar quarter in which occurs the nonemployee director’s Separation from Service. In addition, the Company will make payment to the nonemployee director in respect of the nonemployee director’s Deferred Benefit Account within 30 days following the occurrence of a Change of Control Event.

 

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c. If the nonemployee director has elected the installment payment option, then the first installment will be made within 30 days after the end of the calendar quarter in which occurs the nonemployee director’s Separation from Service, and each subsequent installment shall be paid in July of each calendar year following the calendar year in which the first installment is paid to the nonemployee director during the installment period. The annual installment payment amount for any calendar year shall be determined by dividing the value of the nonemployee director’s Deferred Benefit Account (or applicable portion) as of January 1 of the year for which the payment is being made by the number of installment payments remaining to be made, and then rounding the quotient obtained for all but the final installment to the next lowest whole dollar; provided that the final installment shall be the entire undistributed balance in the nonemployee director’s Deferred Benefit Account. The Post-2004 Deferred Benefit Account shall remain subject to participant investment direction (and adjustment for deemed investment gain or loss) during the installment payment period.

d. Notwithstanding anything in the Plan to the contrary and in accordance with transition rules published by the Internal Revenue Service for purposes of Code Section 409A, on or before December 31, 2008, a nonemployee director who is in active service on the Board of Directors may elect to have the portion of his or her vested Deferred Benefit Account under this Plan and the portion of the nonemployee director’s Deferral Share Account under the Stock Plan as of December 31, 2008, together with deemed gains or losses from December 31, 2008 through the last day of the calendar quarter (the “valuation date”) selected by the nonemployee director, distributed to the nonemployee director in a single sum payment. Distribution will be made within thirty (30) days following the valuation date designated by the nonemployee director. The valuation date selected by a nonemployee director must be the last day of a calendar quarter no earlier than June 30, 2009. A nonemployee director’s election shall not be recognized if the effect of the election would be to defer amounts that would otherwise be distributable in 2008 for distribution into 2009 or subsequent years.

Distribution of Deferred Benefit Account

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Except as provided in Paragraph d, upon a nonemployee director’s Separation from Service for any reason, or upon the occurrence of a Change of
Control Event, the Company will make payments to the nonemployee director (or, in the case of the death of the nonemployee director, to his or her beneficiary designated in accordance with the Plan or, if no such beneficiary is designated, to his or
her estate), as compensation for prior service as a director, in respect of the nonemployee director’s Deferred Benefit Account.

FACE="Times New Roman" SIZE="2">a. Form of Payments: At the time that a nonemployee director first makes a deferral election under this Plan or first makes a deferral election under the Stock Plan, whichever occurs earlier, the nonemployee
director shall make a payment election which shall govern distribution of both the nonemployee director’s Deferred Benefit Account under this Plan and the nonemployee director’s Deferral Share Account under the Stock Plan. In such payment
election, the nonemployee director may elect to have payments made either in (i) a single payment, or (ii) annual installments. Under the installment payment option, the nonemployee director may select the number of years over which
benefits are to be paid to the nonemployee director, up to a maximum of 5 years. The payment option elected shall apply to the nonemployee director’s entire Deferred Benefit Account under this Plan and the nonemployee’s director’s
entire Deferral Share Account under the Stock Plan. The installment payment option does not apply upon the occurrence of a Change of Control Event. A nonemployee director who fails to make a payment election with respect to the nonemployee
director’s Deferred Benefit Account under this Plan and the nonemployee director’s Deferral Share Account under the Stock Plan (or any portion of such accounts) shall be deemed to have elected the single payment option. Prior to
January 1, 2009, a nonemployee director may change his or her payment election by filing a revised payment election form, properly completed and signed, with the Treasurer of the Company; provided that a revised election submitted during
calendar year 2006, 2007 or 2008 (including the election described in Paragraph d. below) may not operate to defer into a subsequent calendar year the distribution of amounts that otherwise would have been paid in the calendar year in which the
revised election is submitted, or to accelerate into the calendar year in which the revised election is submitted amounts that otherwise were scheduled for distribution in a subsequent calendar year. On and after January 1, 2009, a nonemployee
director may modify his or her distribution election (or deemed distribution election) only if (i) the revised distribution election is submitted to the Treasurer of the Company at least twelve (12) months prior to the first scheduled
payment date under the nonemployee director’s then-current distribution election and the revised election is not given effect for twelve (12) months after the date on which the revised election is submitted, and (ii) except as
permitted under Code Section 409A, payment pursuant to the revised distribution election is deferred for at least five (5) years from the date payment would otherwise have been made under the nonemployee director’s prior distribution
election. For purposes of applying the rules of Code Section 409A, a series of installment payments will be considered a single payment form.

FACE="Times New Roman" SIZE="2">b. If the nonemployee director has elected the single payment option, then the Company will make payment to the nonemployee director in respect of the nonemployee director’s Deferred Benefit Account within 30
days after the end of the calendar quarter in which occurs the nonemployee director’s Separation from Service. In addition, the Company will make payment to the nonemployee director in respect of the nonemployee director’s Deferred Benefit
Account within 30 days following the occurrence of a Change of Control Event.

 


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c. If the nonemployee director has elected the installment payment option, then the first
installment will be made within 30 days after the end of the calendar quarter in which occurs the nonemployee director’s Separation from Service, and each subsequent installment shall be paid in July of each calendar year following the calendar
year in which the first installment is paid to the nonemployee director during the installment period. The annual installment payment amount for any calendar year shall be determined by dividing the value of the nonemployee director’s Deferred
Benefit Account (or applicable portion) as of January 1 of the year for which the payment is being made by the number of installment payments remaining to be made, and then rounding the quotient obtained for all but the final installment to the
next lowest whole dollar; provided that the final installment shall be the entire undistributed balance in the nonemployee director’s Deferred Benefit Account. The Post-2004 Deferred Benefit Account shall remain subject to participant
investment direction (and adjustment for deemed investment gain or loss) during the installment payment period.

d.
Notwithstanding anything in the Plan to the contrary and in accordance with transition rules published by the Internal Revenue Service for purposes of Code Section 409A, on or before December 31, 2008, a nonemployee director who is in
active service on the Board of Directors may elect to have the portion of his or her vested Deferred Benefit Account under this Plan and the portion of the nonemployee director’s Deferral Share Account under the Stock Plan as of
December 31, 2008, together with deemed gains or losses from December 31, 2008 through the last day of the calendar quarter (the “valuation date”) selected by the nonemployee director, distributed to the nonemployee director in a
single sum payment. Distribution will be made within thirty (30) days following the valuation date designated by the nonemployee director. The valuation date selected by a nonemployee director must be the last day of a calendar quarter no
earlier than June 30, 2009. A nonemployee director’s election shall not be recognized if the effect of the election would be to defer amounts that would otherwise be distributable in 2008 for distribution into 2009 or subsequent years.

EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 17, 2009
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