Exhibit (10)(viii)
CURTISS-WRIGHT CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE NOVEMBER 18, 1997
TABLE OF CONTENTS
Section Page
Article 1 Definitions 1
Article 2 Eligibility and Participation 3
Article 3 Deferrals and Deferral Accounts 5
Article 4 Payment of Deferral Accounts 7
Article 5 General Provisions 9
Article 6 Administration 11
Article 7 Amendment or Termination 12
FOREWORD
This Curtiss-Wright Corporation Executive Deferred Compensation Plan (herein,
"the Plan") has been authorized by the Board of Directors of Curtiss-Wright
Corporation (herein, "the Company") to be effective as of November 18, 1997.
The purpose of the Plan is to provide to certain employees of the Company the
opportunity to defer a portion of their salary, annual bonus, or payments under
the Company's long term incentive program, in accordance with the terms of the
Plan as herein set forth.
The Plan is not intended to be qualified under Sec. 401(a) of the Internal
Revenue Code and is intended to constitute an unfunded deferred compensation
plan for a select group of management or highly compensated employees, within
the meaning of Sections 201(2), 301(3), and 401(a)(1) of the Employee Retirement
Income Security Act of 1974, as amended.
All payments made in accordance with the terms of the Plan shall be made from
the general assets of the Company, provided, however, that the Company may
establish and fund a trust in order to aid it in providing payments due under
the terms of the Plan.
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ARTICLE 1
DEFINITIONS
1.01 BOARD shall mean the Board of Directors of the Company.
1.02 BENEFICIARY shall mean the person or entity designated by a Participant to
receive the proceeds of his Deferral Account in the event of his death prior to
the complete distribution thereof.
1.03 BONUS shall mean the amount that would become payable to an Eligible
Employee with respect to a calendar year under a Participating Employer's annual
bonus arrangement applicable to such Eligible Employee, on the basis of
performance and such other factors as might be taken into account under such
arrangement, prior to any reduction of such amount on account of a Deferral
Election.
1.04 CODE shall mean the Internal Revenue Code of 1986, as amended from time to
time.
1.05 COMMITTEE shall mean the individuals designated by the President of the
Company to administer the Plan.
1.06 COMPANY shall mean Curtiss-Wright Corporation or any successor, by merger,
purchase, or otherwise, with respect to its employees.
1.07 DEFERRAL ACCOUNT shall mean the account maintained on behalf of a
Participant under Section 3.02, to which shall be credited the Participant's
Deferral Amounts and all earnings attributable to such Deferral Amounts.
1.08 DEFERRAL AMOUNT shall mean, with respect to each Participant, the total
amount of Salary, Bonus and Long Term Incentive Award that is subject to his
Deferral Election for a Plan Year.
1.09 DEFERRAL ELECTION shall mean the irrevocable election made by a Participant
to defer a portion of his Salary, Bonus or Long Term Incentive Award for a Plan
year, in accordance with Section 3.01.
1.10 ELIGIBLE EMPLOYEE shall mean an employee of a Participating Employer who
satisfies the requirements of Section 2.01 for participation in the Plan,
provided, however, that in no event shall a non-resident alien employee of a
Participating Employer be an eligible Employee.
1.11 EFFECTIVE DATE shall mean November 18, 1997, provided however, that the
first Deferral Elections permitted under the Plan shall relate to Salary, Bonus,
or Long Term Incentive Awards for 1998.
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1.12 ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.13 LONG TERM INCENTIVE AWARD shall mean the amount that would become payable
to an Eligible Employee with respect to any award period, under a Participating
Employer's long term incentive plan, on the basis of performance and such other
factors as may be taken into account under the long term incentive plan for such
period, determined without regard to any amount that is payable in the form of
stock in the Company or options to buy stock in the Company, prior to any
reduction of such amount on account of a Deferral Election.
1.14 PARTICIPANT shall mean an Eligible Employee who has made one or more
Deferral Elections in accordance with Section 3.01 and on whose behalf a
Deferral Account has been established.
1.15 PARTICIPATING EMPLOYER shall mean the Company and any corporation of which
the Company owns at least a majority of the capital stock and which, with the
approval of the Company, adopts the Plan with respect to its own employees.
1.16 PLAN shall mean this Curtiss-Wright Corporation Executive Deferred
Compensation Plan, as in effect from time to time.
1.17 PLAN YEAR shall mean the calendar year.
1.18 SALARY shall mean the salary payable to an Eligible Employee by a
Participating Employer for a calendar year, determined without regard to any
reduction thereof in accordance with Sec. 125 or Sec. 401(k) of the Code, prior
to any reduction of such amount on account of a Deferral Election. The term
Salary shall not include any amount paid as a retainer or as payment for
services as an independent contractor.
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ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.01 Eligibility.
An employee of a Participating Employer shall be an Eligible Employee and shall
be eligible to participate in the Plan for a Plan Year if he has been in the
employ of any Participating Employer throughout the preceding calendar year and
his Salary for such preceding calendar year exceeds the amount specified in Sec.
414(q)(1)(B)(i) of the Code.
2.02 Participation
(a) An Eligible Employee shall become a Participant in the Plan upon his
completion of a Deferral Election in accordance with Section 3.01. Each Deferral
Election shall remain in effect for the Plan Year to which it relates and shall
cease to be effective at the end of such Plan Year, provided, however, that the
portion of Deferral Election that applies to a Long Term Incentive Award shall
remain in effect throughout the period to which such Long Term Incentive Award
relates.
(b) A Participant who has made a Deferral Election for a Plan Year shall be
eligible to make a Deferral Election for a subsequent Plan Year if and only if
he is then an Eligible Employee.
(c) An Eligible Employee who has made a Deferral Election shall continue to be a
Participant in the Plan until the entire balance of his Deferral Account has
been distributed to him.
2.03 Suspension of Deferral Elections
(a) Notwithstanding the provisions of Sections 2.02(a) and 3.01, a Participant
may, in the event of severe financial hardship, request a suspension of his
Deferral Election under the Plan. The request shall be made in the time and
manner specified by the Committee and shall be effective as specified by the
Committee.
(b) In the event that a Participant's Deferral Election is suspended during a
Plan Year, such suspension shall remain in effect for the remainder of such Plan
Year.
(c) For purposes of this Section, the term "severe financial hardship" shall
mean an unforeseeable emergency resulting from the unexpected illness or
accident of the Participant or a dependent, within the meaning of Sec. 152(a) of
the Code, loss of the Participant's property due to casualty, or other similar
extraordinary circumstances.
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2.04 Designation of Beneficiary.
(a) As a condition of participation in the Plan, an Eligible employee shall be
required to designate a Beneficiary who shall be entitled to receive the amount,
if any, payable under the Plan in the event of his death. The designation shall
be made in the manner specified by the Committee.
(b) A Participant may, from time to time, revoke or change his designation of
Beneficiary, without the consent of any prior Beneficiary, by filing a new
designation with the Committee. The last such designation received by the
Committee shall be controlling, provided, however, that no designation, or
change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death.
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ARTICLE 3
DEFERRALS AND DEFERRAL ACCOUNTS
3.01 Deferral Elections
(a) Prior to the first day of each Plan Year, each Eligible Employee shall be
permitted to make an irrevocable Deferral Election. Such Deferral Election shall
be in writing, on forms provided by the Committee and shall be filed at the time
specified by the Committee
(b) An Eligible Employee's Deferral Election shall specify the percentage of
Salary or Bonus otherwise payable to him in or with respect to such Plan Year
and the percentage of the Long Term Incentive Award otherwise payable to him
with respect to an award period commencing in such Plan Year that he wishes to
defer, provided, however, that:
(i) the percentage of his Salary that an Eligible Employee may elect to
defer shall not exceed 25 %;
(ii) the percentage of his Bonus that an Eligible Employee may elect to
defer shall not exceed 50%; and
(iii) the percentage of his Long Term Incentive Award that an Eligible
Employee may elect to defer shall not exceed 50%.
For purposes of this subsection, the award period for Long Term Incentive Awards
payable in 2000 shall be deemed to commence in the 1998 Plan Year.
(c) The Deferral Election shall specify that the Company will reduce the amounts
of Salary, Bonus, or Long Term Incentive Award otherwise payable to the Eligible
Employee by the percentage specified in such Deferral Election and that the
Deferral Amounts shall instead be credited to his Deferral Account under the
Plan.
(d) The Deferral Amounts specified in a Participant's Deferral Election shall be
payable as provided in Article 4.
3.02 Deferral Accounts.
(a) The Company shall establish on its books a Deferral Account for each
Participant.
(b) A Participant's Deferral Account shall be credited with a Deferral Amount
equal to the percentage of his Salary, Bonus, or Long Term Incentive Award, as
applicable, specified in his Deferral Election. Such Deferral Amounts shall be
credited as of the date that the specified percentages of Salary, Bonus, or Long
Term Incentive Award would have been paid to the Participant in the absence
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of a Deferral Election, provided, however, that for purposes of Section 3.03,
the portion of a Participant's Bonus that is subject to a Deferral Election
shall be credited as of the first day of the Plan Year following the Plan Year
to which such Bonus relates and the portion of a Participant's Long Term
Incentive Award that is subject to a Deferral Election shall be credited as of
the first day of the Plan Year following the latest calendar year to which such
Long Term Incentive Award relates.
3.03 Crediting of Earnings to Deferral Accounts.
(a) Each Participant's Deferral Account shall be credited with an annual rate of
earnings equal to the sum of (i) the average annual rate of interest payable on
United States Treasury Bonds of 30 years maturity, as of the last month of the
preceding calendar year, as determined by the Federal Reserve Board, plus (ii)
2%. Earnings shall be credited to Deferral Accounts on a quarterly basis.
(b) The Committee may, in its discretion, modify the rate of earnings to be
credited to Deferral Accounts. Any such modification shall apply only to
Deferral Amounts attributable to Deferral Elections for Plan Years beginning
subsequent to the date on which the Committee provides notice to the Eligible
Employees of such modification.
3.04 Records and Statements of Deferral Accounts.
The Committee shall maintain, or cause to be maintained, records showing the
balances of each Participant's Deferral Account. At least once a year, a
Participant shall be furnished with a statement setting forth the balance of his
Deferral Account.
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ARTICLE 4
PAYMENT OF DEFERRAL ACCOUNTS
4.01 Payment after Expiration of a Period of Years.
(a) A Participant may irrevocably specify in any Deferral Election under the
Plan that the Deferral Amount resulting from such Deferral Election, plus any
earnings attributable thereto, in accordance with Section 3.03, shall be paid to
him in a single sum in the first quarter of either the third calendar year or
the fifth calendar year following the Plan Year to which such Deferral Election
relates.
(b) In the event that a Participant who has made an election in accordance with
subsection (a) terminates from the employ of the Company, or dies, before
payment is made pursuant thereto, then payment of his Deferral Account shall be
made in accordance with Section 4.02, 4.03, or 4.04, as applicable.
4.02 Payment at Retirement.
(a) Upon a Participant's retirement or termination from the employ of the
Company at or after his attainment of age 55, the balance of his Deferral
Account will be paid to him in a single sum, in the first quarter of the
calendar year following the year in which he retires or terminates, except as
provided in subsection (b).
(b) Upon retirement or termination from the employ of the Company at or after
his attainment of age 55, a Participant may irrevocably elect that the balance
of his Deferral Account shall be paid to him in annual installments over a
specified period of 5, 10, or 15 years.
(c) A Participant who has elected the installment form of payment described in
subsection (b) shall receive in the first quarter of each calendar year,
beginning with the year following the year in which he retired, an amount
determined by dividing the balance of his Deferral Account as of the last day of
the calendar year preceding the year of payment, by the number of years
remaining in the installment payment period.
(d) In the event of the death of a Participant who is in receipt of installment
payments in accordance with subsection (c), the remaining balance of his
Deferral Account shall be paid to his Beneficiary in a single sum.
(e) The Deferral Account of a Participant who has elected the installment form
of payment shall continue to be credited with earnings, in accordance with
Section 3.03 during such installment payment period.
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4.03 Payment upon Termination of Employment.
In the event that a Participant terminates from the employ of the Company but is
ineligible for payment in accordance with Section 4.02, the balance of his
Deferral Account shall be paid to him in a single sum in the calendar quarter
following the quarter in which occurred his termination of employment.
4.04 Payment upon Death.
(a) In the event of the death of a Participant prior to his receipt of the
payment of his Deferral Account, the balance of his Deferral Account shall be
paid to his Beneficiary in a single sum in the calendar quarter following the
quarter in which his death occurred.
(b) If there is no Beneficiary designation in effect at the death of the
Participant, or if no designated Beneficiary survives the Participant, then his
estate shall be deemed to be his Beneficiary and shall receive the payment of
any amount due under the Plan on account of his death.
4.05 Payment upon Incurrence of Severe Financial Hardship.
(a) If, upon the application of a Participant, the Committee determines that he
has incurred a severe financial hardship, the Committee may direct the payment
of all or a portion of the balance of his Deferral Account. The amount paid
shall not exceed the amount reasonably necessary to meet the severe financial
hardship.
(b) For purposes of this Section, the term "severe financial hardship" shall
have the meaning specified in Section 2.03(c), provided, however, that the
Participant shall not be deemed to have incurred a severe financial hardship to
the extent that such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise, by liquidation of the Participant's
assets, to the extent that such liquidation itself would not cause a severe
financial hardship, or by cessation of deferrals in accordance with Section
2.03(a).
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ARTICLE 5
GENERAL PROVISIONS
5.01 Funding.
(a) All amounts payable in accordance with the Plan shall constitute general,
unsecured obligations of the Company. Such amounts, as well as any
administrative expenses related to the Plan, shall be paid out of the general
assets of the Company, except to the extent that they may be paid from a trust
fund described in subsection (c).
(b) The Company shall have no obligation to invest any portion of its assets in
any type of investment or investment fund, notwithstanding any reference to
specific rates for crediting earnings on Deferral Account in accordance with
Section 3.03.
(c) The Company may, in its sole discretion, establish a grantor trust to
facilitate payment to Participants under the Plan. Any assets of any such trust
shall be held separate and apart from other assets of the Company and shall be
used exclusively for the purposes set forth in the applicable trust agreement,
subject to the following conditions:
(i) The creation or any such trust or the contribution of assets
thereto shall not cause the Plan to be other than "unfunded" for
purposes of Sections 201(2), 301(3), and 401(a)(1) of ERISA.
(ii) The Company shall be treated as the "grantor" of any such trust
for purposes of Section 677 of the Code.
(iii) The trust agreement shall specify that the assets of any such
trust may be used to satisfy claims of the Company's general creditors.
5.02 No Contract of Employment.
The establishment of the Plan, and any elections made by Eligible Employees
hereunder, shall not be construed as conferring any legal rights upon any person
for continuation of employment, nor shall the establishment of the Plan
interfere with the rights of the Company to discharge any employee and to treat
him without regard to the effect which such treatment might have upon him as a
Participant in the Plan.
5.03 Tax Withholding.
The Company shall have the right to deduct from each payment made under the Plan
any amount required to be withheld for taxes.
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5.04 Facility of Payment.
In the event that the Committee shall find that a Participant is unable to care
for his affairs because of illness or accident, the Committee may direct that
any payment due him, unless claim shall have been made therefor by a duly
appointed legal representative, be paid to his spouse, a child, a parent, or
other blood relative, or to a person with whom he resides, and any such payment
shall be a complete discharge of the liabilities of the Plan.
5.05 Nonalienation.
No amount due under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so shall be void, nor shall any such amount be in any manner
liable for or subject to garnishment, attachment, execution or levy, or liable
to or subject to the debts, contracts, liabilities, engagements or torts of any
Participant, except to the extent required by applicable law.
5.06 Rules of Construction.
(a) The Plan shall be governed and construed in accordance with the laws of the
State of New Jersey, without regard to its rules on conflicts of laws.
(b) The masculine pronoun shall include the feminine and the singular number
shall include the plural, except to the extent that the context otherwise
requires.
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ARTICLE 6
ADMINISTRATION
6.01 Appointment of Committee.
The President of the Company shall appoint the Committee that shall be
responsible for the administration of the Plan. The President, in his sole
discretion, may remove any member of the Committee and may appoint a new member
or members to the Committee.
6.02 Authority and Duties of Committee.
In addition to the specific authority granted to and the specific duties imposed
upon the Committee hereunder, the Committee shall have the exclusive authority
to establish rules for the operation of the Plan, which rules shall be in
writing and shall have the exclusive authority to interpret the Plan. The
decision of the Committee on any disputed question shall be final.
6.03 Claims Procedure.
The Committee shall establish a procedure for claims to benefits under the Plan,
which procedure shall comply with the requirements of Sec. 503 of ERISA.
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ARTICLE 7
AMENDMENT OR TERMINATION
7.01 Authority of the Board.
The Board reserves the right to modify or amend, in whole or in part, or to
terminate the Plan at any time. However, no modification or termination of the
Plan shall adversely affect the right of any Participant to receive the amounts
credited to his Deferral Account in accordance with the terms of the Plan as in
effect prior to the date of modification, amendment, or termination.