Exhibit 4.3
SCI SYSTEMS, INC.
BOARD OF DIRECTORS
DEFERRED COMPENSATION PLAN
SCI SYSTEMS, INC
BOARD OF DIRECTORS
DEFERRED COMPENSATION PLAN
SECTION 1 - INTRODUCTION
Effective October 27, 1995, the Board of Directors of SCI Systems, Inc.
approved the establishment of the "SCI Systems, Inc. Board of Directors Deferred
Compensation Plan" (the "Plan"). Under the terms of this Plan, an eligible
member of the Board of Directors of SCI Systems, Inc. ("SCI") may elect to defer
receipt of all or a part of the compensation which is payable to the Director
for attendance at the succeeding meeting of the Board of Directors of SCI or any
committee thereof.
SECTION 2 - ELIGIBILITY
Any member of the Board of Directors of SCI who is not also an officer or
employee of SCI may participate in the Plan (hereinafter, a "Participant").
SECTION 3 - ELECTION TO DEFER
3.1 Terms of Election. Subject to the terms of this Section 3, each
Participant may elect, in accordance with Section 4, to defer all or a part of
the compensation payable to the Participant by SCI for attendance at the
succeeding meeting of the Board of Directors of SCI or committee thereof.
Compensation shall include the annual retainer paid to the Participant and fees
paid for attendance at special and committee meetings of the Board of Directors,
as such annual retainer and fees are determined by the Board of Directors from
time to time (hereinafter "Compensation"). Except as provided in Section 3.2,
once made, an election is irrevocable for the succeeding meeting.
3.2 Crediting of Deferred Amounts. SCI shall establish and maintain an
individual Deferred Stock Account under the name of each Participant who elects
to defer Compensation. The amount of Compensation deferred by each Participant
shall be credited to his Deferred Stock Account as of the date that the deferred
Compensation would have otherwise been payable (the "Payment Date"). In
addition, in the event a Participant irrevocably elects to defer one hundred
percent (100%) of the director fees payable to the Participant for an entire
twelve (12) month period, an additional forty percent (40%) of the amount of
Compensation deferred at each Payment Date during that twelve month period will
credited to a Participant's Deferred Stock Account (the "Matching
Contribution"). The amount credited to a Participant's Deferred Stock Account
shall be reflected in common stock equivalents based on the average high and low
trading price for SCI common stock listed in the composite tables in the Wall
Street Journal for the Payment Date.
3.3 Dividends. The cash equivalent of any dividends which SCI would have
otherwise paid on the number of shares of SCI common stock equal to the number
of common stock equivalents credited to a Participant's Deferred Stock Account
on each record date shall be credited to the Participant's Deferred Stock
Account and will be reflected as additional common stock equivalents based on
the same valuation method set forth in Section 3.2 of this Section. The stock
equivalent of any stock dividends paid on SCI common stock shall be credited to
the Participant's Deferred Stock Account on the record date and will be
reflected as additional common stock equivalents. Dividends shall continue to be
credited to a Participant's Deferred Stock Account until the final payment is
made from the Participant's account.
3.4 Vesting of Additional Deferred Amounts. The common stock equivalents
credited to a Participant's Account attributable to Participant deferrals shall
at all times be 100% vested and nonforfeitable. Matching Contributions credited
to a Participant's Account during a fiscal year of SCI shall be forfeited by the
Participant if the Participant terminates service as a member of the Board of
Directors of SCI during that fiscal year, unless such termination of service was
due to the Participant's death or disability (within the meaning of Section
22(e)(3) of the Internal Revenue Code). The determination of whether a
Participant has terminated service as a member of the Board of Directors of SCI
as a result of a disability shall be made by SCI.
3.5 Valuation of Accounts. The value of the Participant's Deferred Stock
Account, including dividends, will be determined quarterly on the last trading
day of each calendar quarter and on the date of the Participant's termination of
service as a member of the Board of Directors of SCI (hereinafter each such date
is collectively and individually referred to as the "Valuation Date"). The value
of a Participant's Deferred Stock Account on each Valuation Date shall be
determined based upon the average of the high and low trading prices for SCI
common stock listed in the composite tables in the Wall Street Journal for the
Valuation Date.
3.6 Payment of Deferred Compensation. In the event a Participant
terminates Service as a member of the Board of Directors of SCI for any reason,
the value of the Participant's account determined as of such date shall be
payable in whole shares of SCI common stock (and in cash to the extent of any
fractional shares) in a single payment no later than thirty (30) days
thereafter. In the event that the Participant terminates service as a Director
of SCI because of his death, payment will be made to the beneficiary designated
by the Participant.
3.7 Change of Control. Notwithstanding the foregoing, in the event of the
occurrence of a "Change of Control," the Deferred Stock Account of each
Participant shall be and become 100% vested and nonforfeitable and shall be
valued based on the average of the high and low trading prices for SCI common
stock listed in the composite tables in the Wall Street Journal for the date on
which the Change of Control occurs. The value of a Participant's Account as so
determined shall be paid to each Participant in cash in a single payment no
later than ten days following such Change of Control.
For purposes of this Section 3.7, a "Change of Control" shall be deemed to
have occurred upon the first to occur of the following events:
-2-
(i) any person (as defined in Section 3(a)(9) of the Exchange Act
and as used in Sections 13(d) and 14(d) thereof), excluding SCI, any
majority-owned subsidiary of SCI (a "Subsidiary") and any employee benefit
plan sponsored or maintained by SCI or any Subsidiary (including any
trustee of such plan acting as trustee), but including a "group" as
defined in Section 13(d)(3) of the Exchange Act (a "Person"), becomes the
beneficial owner of shares of SCI having at least thirty percent (30%) of
the total number of votes that may be cast for the election of directors
of SCI (the "Voting Shares"); provided that no Change of Control will
occur as a result of an acquisition of stock by SCI which increases,
proportionately, the stock representing the voting power of SCI owned by
such person or group above thirty percent (30%) of the voting power of
SCI, and provided further that if such person or group acquires stock
representing more than thirty percent (30%) of the voting power of SCI by
reason of share purchases by SCI, and after such share purchases by SCI
acquires any additional shares representing voting power of SCI, then a
Change of Control shall occur;
(ii) the shareholders of SCI shall approve any merger or other
business combination of SCI, sale of SCI's assets or combination of the
foregoing transactions (a "Transaction") other than a Transaction
involving only SCI and one or more of its Subsidiaries, or a Transaction
immediately following which the shareholders of SCI immediately prior to
the Transaction continue to have a majority of the voting power in the
resulting entity excluding for this purpose any shareholder owning
directly or indirectly more than ten percent (10%) of the shares of the
other company involved in the merger; or
(iii) within any 24-month period, the persons who were directors of
SCI immediately before the beginning of such period (the "Incumbent
Directors") shall cease (for any reason other than death) to constitute at
least a majority of the Board of Directors or the board of directors of
any successor to SCI, provided that any director who was not a director as
of the effective date of this Plan shall be deemed to be an Incumbent
Director if such director was elected to the Board of Directors by, or on
the recommendation of or with the approval of, at least three-quarters the
directors who then qualified as Incumbent Directors either actually or by
prior operation of this clause (iii); and provided further that any
director elected to the Board of Directors to avoid or settle a threatened
or actual proxy contest shall in no event be deemed to be an Incumbent
Director.
-3-
SECTION 4 - MANNER OF ELECTION
An election to defer Compensation under this Plan must be in writing, and
be received by SCI prior to the meeting for which Compensation is to be earned.
In order for the election to be effective it must include the percentage of
Compensation to be deferred, if any. An election to defer Compensation pursuant
to the Plan shall remain effective until revoked or modified by a Participant
pursuant to the provisions of this Section 4. Any election may be revoked or
modified by the Participant by delivering to SCI an executed election form;
provided, however, that any irrevocable election to defer 100% of the
Participant's Compensation for a twelve month period shall not be effective
until after the expiration of such twelve month period. All elections,
modifications or revocations shall be in writing and delivered to the Committee
at such time and in such form as the Committee may from time to time specify.
SECTION 5 - LIMITATION OF ASSIGNMENT,
PAYMENTS TO LEGALLY INCOMPETENT DISTRIBUTEE
AND UNCLAIMED PAYMENTS
5.1 No portion of a Participant's Deferred Stock Account may be
transferred, except by will or the laws of descent and distribution. No benefit
which shall be payable under the Plan to any person shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge or otherwise dispose of the same shall be void.
No benefit shall in any manner be subject to the debts, contracts, liabilities,
engagements or torts of any person, nor shall it be subject to attachment or
legal process for or against any person, except to the extent as may be required
by law.
5.2 Whenever any benefit which may be payable under the Plan is to be paid
to or for the benefit of any person who is then a minor or determined to be
incompetent by qualified medical advice, SCI need not require the appointment of
a guardian or custodian, but shall be authorized to cause the same to be paid
over to the person having custody of the minor or incompetent, or to cause the
same to be paid to the minor or incompetent without the intervention of a
guardian or custodian, or to cause the same to be paid to a legal guardian or
custodian of the minor or incompetent if one has been appointed or to cause the
same to be used for the benefit of the minor or incompetent.
SECTION 6 - STATUS OF PARTICIPANT
AS UNSECURED CREDITOR
All benefits under the Plan are the unsecured obligations of SCI. Nothing
contained hereunder shall prevent or restrict the creation of a "grantor" trust
for the purpose of funding SCI's obligation hereunder, provided that such trust
remains subject to the general creditors of
-4-
SCI. Any payment or distribution to a Participant from any such trust shall, to
the extent thereof, discharge SCI's obligations under this Plan to such
Participant.
SECTION 7 - LIMITATION ON RIGHTS
Participation in this Plan shall not give any Director or other person any
right, except to the extent that right is specifically fixed under the terms of
the Plan. The establishment of the Plan shall not be construed to give any
Director a right to be continued as a Director of SCI.
SECTION 8 - AMENDMENT
This Plan may be amended by the Company; provided, however, that no
amendment shall adversely affect any benefits which have accrued under the terms
of the Plan as of the date of the amendment.
IN WITNESS WHEREOF, SCI has caused its duly authorized officers to execute
this Plan as of the 27th day of October, 1995.
SCI SYSTEMS, INC.
By: /s/ A. EUGENE SAPP, JR.
---------------------------------------
Title: PRESIDENT & CHIEF EXECUTIVE OFFICER
------------------------------------
ATTEST:
/s/ Michael Sullivan
- ---------------------------------
Title: SECRETARY
---------------------------
[CORPORATE SEAL]
01483570
A04160.0142
-5-
ELECTION TO DEFER COMPENSATION
SCI Systems, Inc.
2101 West Clinton Avenue
Huntsville, Alabama 35807
Attention: Secretary
In accordance with the provisions of the SCI Systems, Inc. Board of
Directors Deferred Compensation Plan, I hereby make the following elections with
respect to the compensation earned by me for my services as a member of the
Board of Directors, and committees thereof. I understand the following:
1. I understand that this election will remain in effect for all
succeeding meetings of the Board of Directors, or committees
thereof, until I deliver an executive revocation or modification of
this election to SCI, in such form and manner as SCI may from time
to time require.
2. I further understand that if I select the irrevocable 12 month
election, any revocation of that election will not be effective
until after the expiration of 12 months from the effective date of
such election.
3. I will only be eligible to receive matching contributions if I
elect the irrevocable 12 month election
- --------------------------------------------------------------------------------
SELECT EITHER OPTION I OR OPTION II BELOW
OptionI. Normal Election (no matching contribution applies) Please enter your
initials on the line below to indicate your election of option I.
I elect this Option I
Please enter whole numbers totalling 100 in the spaces below)
_______ Please defer this percentage of my compensation and
CREDIT IT TO MY DEFERRED STOCK ACCOUNT.
_______ Please pay me this percentage of my compensation for
next meeting IN CASH.
_______
100% Total
OptionII. Irrevocable Twelve Month Election (matching contribution applies)
Please enter your initials on the line below to indicate your election
of Option II.
_______ I elect to defer 100% of my compensation over the
next twelve months from the effective date of this
election and have it CREDITED TO MY DEFERRED STOCK
ACCOUNT
PLEASE COMPLETE THE FOLLOWING BENEFICIARY ELECTION IF YOU HAVE NOT PREVIOUSLY
COMPLETED ONE OR WISH TO CHANGE THE ELECTION YOU HAVE ON FILE
I hereby designate the following beneficiary or beneficiaries in the event
of my death to receive my benefits under the Plan:
Primary Beneficiary:
---------------------------------
Relationship:
----------------------------------------
Address:
---------------------------------------------
---------------------------------------------
---------------------------------------------
Beneficiary's Social
Security Number:
-------------------------------------
Contingent Beneficiary if primary beneficiary is
not alive (optional):
--------------------------------
Relationship:
----------------------------------------
Address:
---------------------------------------------
------------------------------------------------------
------------------------------------------------------
Beneficiary's Social
Security Number:
-------------------------------------
- --------------------------------------------------------------------------------
I hereby agree to be bound by the terms of the Plan, including any
amendments thereof.
----------------------------------
Signature of Non-Employee Director
Date ______________________________
Received on behalf of
SCI Systems, Inc. by:
-----------------------------------
Date ______________________________