EXHIBIT 10.13
THE COMMSCOPE, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Effective as of August 27, 1997
THE COMMSCOPE, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
ARTICLE I - INTRODUCTION
The Company has adopted the Plan set forth herein to provide a means by
which each Director may elect to defer receipt of fees that would otherwise
be payable to him for services performed as a Director. The Plan is
effective as of August 27, 1997. Benefits payable under the Plan are
unfunded and are payable, when due, from the general assets of the Company
or, in the sole discretion of the Plan Administrator, from the Trust.
ARTICLE 2 - DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 ACCOUNT means, for each Participant, the bookkeeping account
established for his or her benefit under Section 4. 1.
2.2 CHANGE OF CONTROL shall have the same meaning as the term, "Change of
Control" contained in the CommScope, Inc. 1997 Long Term Incentive Plan.
2.3 CODE means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any section or subsection of the Code includes reference
to any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such section or subsection.
2.4 COMPANY means CommScope, Inc. and any successor to all or a major
portion of the Company's assets or business which assumes the obligations
of the Company.
2.5 DIRECTOR means each member of the Company's Board of Directors.
2.6 ELECTION FORM means the participation election form as approved and
prescribed by the Plan Administrator.
2.7 ELECTIVE DEFERRAL means the portion of fees that would otherwise be
payable to the Director for services performed as a Director and which is
deferred by the Participant under Section 3. 1.
2.8 PARTICIPANT means any Director who participates in the Plan in
accordance with Article 3.
2.9 PLAN means the CommScope Deferred Compensation Plan for Directors and
all amendments thereto.
2.10 PLAN ADMINISTRATOR means the person, persons or entity designated by
CommScope, Inc. from time to time to administer the Plan and to serve as
the agent for the Company with respect
to the Trust as contemplated by the agreement establishing the Trust. If no
such person or entity is so serving at any time, CommScope, Inc. shall be
the Plan Administrator.
2.11 PLAN YEAR means the 12-month period beginning January 1 and ending
December 31.
2.12 TRUST means the applicable trust established by the Company which is a
grantor trust within the meaning of section 671 of the Code and that
identifies the Plan as a plan with respect to which assets are to be held
by the Trustee.
2.13 TRUSTEE means the trustee or trustees under the Trust.
ARTICLE 3 - PARTICIPATION AND DEFERRALS
3.1 COMMENCEMENT OF PARTICIPATION. Each Director, by completing an Election
Form and filing it with the Plan Administrator, may elect to defer all or a
portion (expressed in a whole percentage or dollar amount) of one or more
payments of fees that would otherwise be payable to him for services
performed as a Director and which are earned and payable to the Director
after the date on which he or she files the Election Form. The Director
shall become a Participant in the Plan as of the date of his first
deferral.
3.2 DISPOSITION OF AMOUNTS DEFERRED. Amounts deferred hereunder shall be
paid by the Company to the Trust as soon as practicable after such amounts
otherwise would have been paid to the Director and credited to the
Participant's Account as of the date the amounts are received by the
Trustee.
3.3 DURATION OF DEFERRAL ELECTION. A deferral election for any Plan Year
shall apply for only that Plan Year. Each Director must make a new deferral
election as of the first day of any Plan Year by giving written notice to
the Plan Administrator before the first day of the Plan Year.
ARTICLE 4 - ACCOUNTS
4.1 ACCOUNTS. The Plan Administrator shall establish a bookkeeping Account
for each Participant reflecting Elective Deferrals made for the
Participant's benefit together with any adjustments for income, gain or
loss and any payments from the Account. The Plan Administrator may cause
the Trustee to maintain and invest separate asset accounts corresponding to
each Participant's Account. The Plan Administrator shall establish
sub-accounts for each Participant that has more than one election in effect
under Section 5. 1 and such other sub-accounts as are necessary for the
proper administration of the Plan. The Plan Administrator shall provide, at
least annually, the Participant with a statement of his or her Account
reflecting the income, gains and losses (realized and unrealized), amounts
of deferrals, and distributions of such Account since the prior statement.
4.2 VESTED INTEREST IN ACCOUNTS. A Participant shall be immediately vested
in, i.e., shall have a nonforfeitable right to, all Elective Deferrals, and
all income and gain attributable thereto, credited to his or her Account.
4.3 INVESTMENT OF ELECTIVE DEFERRALS. The assets of the Trust shall be
invested in accordance with the terms of the Trust document. The Plan
Administrator will direct the trustee
with respect to the investment of the Trust's assets; the Plan
Administrator may take into account Participants' investment directions
when directing the Trustee.
ARTICLE 5 - PAYMENTS
5.1 ELECTION AS TO TIME AND FORM OF PAYMENT. A Participant shall elect
irrevocably on the Election Form the date at which the Participant's
Account will commence to be paid to the Participant. Such date must be at
least five years following the date at which such Elective Deferrals
commence. The Participant shall also elect thereon for payments to be paid
in either:
a. a single lump sum; or
b. annual installments over a period elected by the Participant up to 10
years, the amount of each installment to equal the balance of his or
her Account immediately prior to the installment divided by the number
of installments remaining to be paid ("Annual Installments ").
Each such election will be effective only for Elective Deferrals (including
any earnings or losses attributable thereto) for the Plan Year for which
they are made. Except as otherwise provided below, payment of a
Participant's Account shall be made in accordance with the Participant's
election under this Section 5. 1.
5.2 CHANGE OF CONTROL. Immediately prior to the consummation of a
transaction resulting in a Change of Control or, if not possible, as soon
as possible following a Change of Control, each Participant's Account (or
remainder thereof) shall be paid to the Participant, according to the
Participant's irrevocable election on the Election Form, in a single lump
sum, or in Annual Installments over a period elected by the Participant up
to 10 years.
5.3 DEATH. If a Participant dies prior to the complete distribution of his
or her Account, the balance of the Account shall be paid, according to the
Participant's irrevocable election on the Election Form, to the
Participant's designated beneficiary or beneficiaries, in a single lump sum
as soon as practicable following the end of the quarter in which death
occurs, or in Annual Installments over a period elected by the Participant
up to 10 years, commencing the year immediately following the year in which
death occurs.
Any designation of beneficiary and form of payment to such beneficiary
shall be made by the Participant on a Beneficiary Designation Form filed
with the Plan Administrator and may be changed by the Participant at any
time by filing another Beneficiary Designation Form containing the revised
instructions. If no beneficiary is designated or no designated beneficiary
survives the Participant, payment shall be made to the Participant's
surviving spouse, or, if none, to his or her issue per stirpes, in a single
payment. If no spouse or issue survives the Participant, payment shall be
made in a single lump sum to the Participant's estate.
ARTICLE 6 - PLAN ADMINISTRATOR
6.1 PLAN ADMINISTRATION AND INTERPRETATION. The Plan Administrator shall be
responsible for administering the Plan. The Plan Administrator shall have
complete control and authority to
determine the rights and benefits and all claims, demands and actions
arising out of the provisions of the Plan of any Participant, beneficiary,
deceased Participant, or other person having or claiming to have any
interest under the Plan. The Plan Administrator shall have complete
discretion to interpret the Plan and to decide all matters under the Plan.
Such interpretation and decision shall be final, conclusive and binding on
all Participants and any person claiming under or through any Participant,
in the absence of clear and convincing evidence that the Plan Administrator
acted arbitrarily and capriciously. Any individual serving as Plan
Administrator who is a Participant will not vote or act on any matter
relating solely to himself or herself. In such case, the Company will
appoint an individual to act as Plan Administrator to take such actions.
When making a determination or calculation, the Plan Administrator shall be
entitled to rely on information furnished by a Participant, a beneficiary,
the Company or the Trustee.
6.2 INDEMNIFICATION OF PLAN ADMINISTRATOR. The Company agrees to indemnify
and to defend to the fullest extent permitted by law any officer(s) or
employees) who serve as Plan Administrator (including any such individual,
whether a present or former employee, who formerly served as Plan
Administrator) against all liabilities, damages, costs and expenses
(including attorneys' fees and amounts paid in settlement of any claims
approved by the Company) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.
ARTICLE 7 - AMENDMENT AND TERMINATION
7.1 AMENDMENTS. The Company shall have the right to amend the Plan from
time to time, subject to Section 7.3.
7.2 TERMINATION OF PLAN. The Company reserves the right to terminate the
Plan at any time, subject to Section 7.3. Upon termination, the Company may
(a) elect to continue to maintain the Trust to pay benefits hereunder as
they become due as if the Plan had not terminated or (b) amend the Trust as
provided therein to require prompt payment to Participant's (or their
beneficiaries) of the balance of their Accounts.
7.3 EXISTING RIGHTS. No amendment or termination of the Plan shall
adversely affect the rights of any Participant with respect to amounts that
have been credited to his or her Account prior to the date of such
amendment or termination.
ARTICLE 8 - MISCELLANEOUS
8.1 NON-ASSIGNABILITY. None of the benefits, payments, proceeds or claims
of any participant or beneficiary shall be subject to any claim of any
creditor of any Participant or beneficiary, nor shall any Participant or
beneficiary have any right to alienate, anticipate, commute, pledge,
encumber or
assign any of the benefits or payments or proceeds which he or she may
expect to receive, contingently or otherwise, under the Plan.
8.2 LIMITATION OF PARTICIPANT'S RIGHTS. Nothing contained in the Plan shall
be interpreted as a contract of employment or inducement for a Director to
perform services for the Board or the Company.
8.3 PARTICIPANTS BOUND. Any action with respect to the Plan taken by or at
the direction of the Company, the Plan Administrator or the Trustee shall
be conclusive upon all Participants and beneficiaries entitled to benefits
under the Plan.
8.4 RECEIPT AND RELEASE. Any payment to any Participant or beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be
in satisfaction of claims against the Company, the Plan Administrator and
the Trustee under the Plan, and the Plan Administrator may require such
Participant or beneficiary, as a condition precedent to such payment, to
execute a receipt and release to such effect. If any Participant or
beneficiary is determined by the Plan Administrator to be incompetent by
reason of physical or mental disability, including minority, to give a
valid receipt and release, the Plan Administrator may cause the payment or
payments becoming due to such person to be made to another person for his
or her benefit without responsibility on the part of the Plan
Administrator, the Company or the Trustee to follow the application of such
funds.
8.5 GOVERNING LAW. The Plan shall be construed, administered, and governed
in all respects under and by the laws of the State of North Carolina. If
any provision shall be held by a court of competent jurisdiction to be
invalid or unenforceable, the remaining provisions hereof shall continue to
be fully effective.
8.6 HEADINGS AND SUBHEADINGS. Headings and subheadings in this Plan are
inserted for convenience only and are not to be considered in the
construction of the provisions hereof.
SIGNED AT HICKORY, NORTH CAROLINA THIS ___ DAY OF AUGUST, 1997.
COMMSCOPE, INC.
BY
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