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EXHIBIT 10.B.9
PC ADVISORY CORP. I
DEFERRED COMPENSATION PLAN
FOR DIRECTORS
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PC ADVISORY CORP. I
DEFERRED COMPENSATION PLAN FOR DIRECTORS
SECTION 1 - ESTABLISHMENT, PURPOSE, AND EFFECTIVE DATE
1.1 Establishment. PC Advisory Corp. I, (the "Company") a Delaware
corporation hereby establishes the "PC Advisory Corp. I Deferred Compensation
Plan for Directors" (the "Plan") for the benefit of the members of the
Company's Board of Directors, ("Director's"). Subject to the terms and
conditions described herein, the Plan provides the opportunity for Directors to
defer receipt of all or some part of their annual Board retainer, Committee
Chairman retainer, and Board and Committee meeting fees.
1.2 Purpose. The purpose of this Plan is to help attract and retain highly
qualified individuals to serve as members of the Company's Board of Directors.
1.3 Effective Date. The Plan, upon its adoption by the Board shall be
effective January 1, 1993. The "Plan Year" is the calendar year.
SECTION 2 - ADMINISTRATION
2.1 Administration. The Plan shall be administered by the Board of
Directors. The Board, by majority action thereof, shall interpret the Plan,
prescribe, amend and rescind rules relating to it from time to time as it deems
proper and in the best interests of the Company, and to take any other action
necessary for the administration of the Plan. Any decision or interpretation
adopted by the Board shall be final and conclusive and shall be binding upon
all Participants.
SECTION 3 - PARTICIPATION
3.1 Participation. Participation in this Plan is voluntary. Each Director
of the Company may elect to participate in the Plan by written notice to the
Company upon his or her election to the Board of Directors. The deferral
election, which is irrevocable, shall remain in effect for the Plan Year. A
referral election by a Director who is elected to the Board during a Plan Year,
shall remain in effect until the start of the next Plan Year.
SECTION 4 - DEFERRALS
4.1 Compensation, Memorandum Account. Each Director who elects to defer
all or some part of his or her Compensation will be deemed to be a
"Participant" in the Plan. A Participant may elect to have all or a specified
percentage of his or her Compensation deferred until such time as that
individual ceases to be a Director. "Compensation" shall include the annual
Board retainer, Board meeting fees, Committee Chairperson retainer, and
Committee
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meeting fees. The Company shall establish a ledger account (the "Memorandum
Account") for each Participant and shall credit such account for the deferred
Compensation at the same time and in the same amount as such Compensation
would have been paid to the Director, absent the deferral election. Interest
shall be credited to each Memorandum Account at the end of each quarter or
such other periods as may be determined by the Board. The Board shall
periodically determine the rate of interest credited to each Memorandum Account.
4.2 Discretionary Investment by Company. The deferred Compensation to be
paid to the Participant is an unfunded obligation of the Company. The Board
may annually direct that an amount equal to the deferred Compensation for that
year shall be invested, as the Board, in its sole discretion, shall determine.
The Board may in its sole discretion determine that all or some portion of an
amount equal to the deferred Compensation shall be paid into one or more
grantor trusts to be established by the Company, or it may elect to participate
in one or more grantor trusts established by Plum Creek Timber Co., L.P., (the
"Limited Partnership"). If the Board establishes a separate grantor trust for
the Plan; it may designate an investment advisor to direct investments and
reinvestment of the funds.
4.3 Payment of Deferred Salary and/or Incentive Compensation. Upon the
retirement, death, permanent disability, resignation, or other termination of
Board service of a Participant who has elected to defer Compensation for any
Plan Year, the Company shall pay to such Participant (or his or her Beneficiary
in the case of his or her death) an amount equal to the balance of the
Participants' Memorandum Account, plus interest (at a rate determined by the
Board pursuant to Section 4.1) on the outstanding account balance to the date
of distribution and subject to approval of the Board, as follows:
(a) a lump sum cash payment; or
(b) in periodic installments over a period of years to be
determined by the Board, in its discretion.
Payment of deferred Compensation shall commence or be made in January of the
year following the Participant's retirement, death, permanent disability,
resignation or termination of Board service.
4.4 Acceleration of Payment of Deferred Compensation. The Board, in its
sole discretion, may accelerate the payment of the unpaid balance of a
Participant's Memorandum Account in the event of the Participant's retirement,
death, permanent disability, resignation or other termination of Board service,
or upon its determination that a Participant who is in distribution status, (or
his or her Beneficiary in the case of death) has incurred a severe financial
hardship. The Board in making its determination may consider such factors and
require such information as it deems appropriate.
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4.5 Incapacity of Participant or Beneficiary. If the Board finds that a
Participant or Beneficiary to whom a payment is payable under the Plan is
unable to care for his or her affairs because of illness or accident or is
under a legal disability, any payment due (unless a prior claim therefore shall
have been made by a duly appointed legal representative), may at the discretion
of the Board, be paid to the spouse, child, parent or brother or sister of such
Participant or Beneficiary or to any person whom the Board has determined has
incurred expense on behalf of such Participant or Beneficiary. Any such payment
shall be a complete discharge of the obligations of the Company under the
provisions of the Plan.
4.6 Nonassignment. The fight of a Participant or Beneficiary to the
payment of any amounts under the Plan may not be assigned, transferred, pledged
or encumbered nor shall such right or other interests be subject to attachment,
garnishment, execution or other legal process.
SECTION 5 - UNFUNDED OBLIGATION
5.1 Unfunded Obligation. The deferred amounts to be paid to Participants
pursuant to this Plan are unfunded obligations of the Company. The Company is
not required to segregate any monies from its general funds, to create any
trusts, or to make any special deposits with respect to this obligation. Title
to and beneficial ownership of any investments including trust investments
which the Company may make to fulfill this obligation shall at all times remain
in the Company. Any investments and the creation or maintenance of any trust or
Memorandum Accounts shall not create or constitute a trust or a fiduciary
relationship between the Board and a Participant, or otherwise create any
vested or beneficial interest in any Participant, or his or her Beneficiary, or
his or her creditors, in any assets of the Company whatsoever. The Participants
shall have no claim against the Company for any changes in the value of any
assets which may be invested or reinvested by the Company with respect to this
Plan.
SECTION 6 - TERMINATION AND AMENDMENT
6.1 Termination and Amendment. The Board of Directors may from time to
time amend, suspend or terminate the Plan, in whole or in part, and if the Plan
is suspended or terminated, the Board may reinstate any or all of its
provisions. No amendment, suspension, or termination may impair the right of a
Participant or designated Beneficiary to receive the deferred Compensation
benefit accrued prior to the effective date of such amendment, suspension or
termination.
SECTION 7 - REQUIREMENTS OF LAW AND GOVERNING LAW
7.1 Requirements of Law. The operation and administration of the Plan
shall be subject to all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.
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7.2 Governing Law. The Plan, and all agreements under the Plan shall be
constructed in accordance with and governed by the laws of the State of
Washington.
Approved by the authorization
of the Board of Directors of
PC Advisory Corp. I:
KEITH B. SLETTEN
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Keith B. Sletten
Vice President Human Resources
February 19, 1993
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Date
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