EXHIBIT 10.1
DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS OF
CAMPO ELECTRONICS, APPLIANCES
AND COMPUTERS, INC.
ARTICLE I
PURPOSE
The Purpose of the Deferred Compensation Plan for Outside
Directors of Campo Electronics, Appliances and Computers, Inc. (the
"Plan") is (a) to provide for the deferral of the payment of
director compensation to the members of the Company's Board of
Directors who are not full-time employees of the Company (the
"Directors") until the Company is in a better position to pay such
fees, (b) to permit Directors to elect to defer director fees
until age 65 or termination of Board service and (c) to provide
deferred stock unit awards to the Chairman of the Board of
Directors.
ARTICLE II
ADMINISTRATION
The Plan will be administered by the Compensation
Committee of the Board of Directors of the Company (the
"Committee"). The Committee will have the sole authority to
interpret the Plan, to prescribe, amend and rescind rules and
regulations relating thereto, and in general, make all other
determinations necessary or advisable for the administration of the
Plan. All decisions of the Committee concerning the
administration, construction, and interpretation of the Plan shall
be final, conclusive and binding upon parties and interests.
ARTICLE III
PARTICIPANTS
Participation in the Plan is limited to Directors. Upon
termination of membership from the Board of Directors of the
Company, participation in the Plan shall cease. Distribution of
deferred Compensation payments shall commence as provided elsewhere
herein.
ARTICLE IV
REQUIRED DEFERRALS OF
COMPENSATION BY ALL DIRECTORS
Commencing with the 1998 calendar year, the annual
retainer fees, Board meeting attendance fees and Committee meeting
attendance fees ("Compensation") which Directors are entitled to be
paid by the Company shall automatically be deferred until the later
of one year from the date the Plan is adopted by the Board of
Directors or the effective date of the bankruptcy court's
confirmation of the Company's plan of reorganization (the "Initial
Deferral Period"). Each Director may elect to further defer such
Compensation until the earlier of age 65 or termination of Board
service and may elect as to whether such deferral shall be in Stock
Units or in a Reserve, as described in Article V.
ARTICLE V
COMPENSATION DEFERRAL ELECTIONS
5.1 Voluntary Initial Deferral Period Election.
Rather than be paid deferred Compensation for the Initial Deferral
Period at the time provided in Article IV, any Director may elect
to further defer receipt of his Initial Deferral Period
Compensation until the earlier of the attainment of age 65 or
termination of Board service. The election form for further
deferral of the Initial Deferral Period Compensation is attached as
Exhibit A hereto.
5.2 Subsequent Voluntary Deferral Election. In order
for a voluntary deferral election to be effective for any given
calendar year or portion thereof outside of the Initial Deferral
Period, the Director must deliver a signed election form to the
Committee no later than December 31 of the year preceding the year
for which the election is to take effect. In the case of a person
who is selected or appointed to the Board of Directors of the
Company during the calendar year in which the election or
appointment is to take effect, the signed election form must be
delivered to the Committee no later than the first Board meeting
attended by the Director following such election or appointment.
The voluntary election must be made on the form attached hereto as
Exhibit B, available upon request from the Committee.
5.3 Election as to the Form of Deferred Compensation.
Each Director must elect with respect to his or her deferred
Compensation to either (i) have the Company allocate to such
Director Compensation units in the form of hypothetical units of
the Company's common stock (the "Stock Units"); or (ii) have the
Company create a reserve (the "Reserve") to which the Company shall
credit Compensation payments which such Director has deferred.
Such elections shall be made on the forms provided as Exhibits A or
B hereto. Executed election forms are to be forwarded to the
attention of the Committee or a person designated by the Committee
to receive them (the "Representative").
5.4 Irrevocability of Election. Upon receipt of the
signed election form by the Committee or its Representative, the
election shall become irrevocable as to the period or year for
which it is effective.
5.5 Effect of No Election. If a written election
form for a calendar year is not received by the Committee or its
Representative at the time and in the manner provided in Section
5.2 above, Compensation payments to which the Director becomes
entitled for that calendar year shall be distributed in the form of
customary cash payments.
5.6 Deferral Amount. In the event that a Director
elects to defer payment of Compensation, such Director must elect
to defer payment of all his Compensation for such year until the
expiration of the deferral period.
ARTICLE VI
STOCK UNITS
6.1 Stock Units. For each Director electing to defer
Compensation payments in the form of Stock Units, the Company shall
credit to such Director's account as of the date of fee or dividend
payment (the "Crediting Date") the number of Stock Units equal to
the number of shares of the Company's common stock (including
fractions) that could be purchased with the amount of the
Director's deferred Compensation in accordance with Sections 5.1
and 5.2 herein at the Fair Market Value of the Company's common
stock on such Crediting Date. The term "Fair Market Value" shall
mean the closing quotation for the Company's common stock on the
Nasdaq Stock Market on such date, or if there is no trading on such
date, on the previous trading day on which trading occurred.
6.2 Dividends. The Company shall credit to each
Director's Account as of the Crediting Date next succeeding the
record date for payment of dividends on the Company's common stock
the number of Stock Units equal to the number of shares of the
Company's common stock (including fractions) which could be
purchased at the Fair Market Value of the Company's common stock on
such Crediting Date, with the dividends such Director would have
received if he had been the owner of the number of shares of the
Company's common stock equal to the number of Stock Units
(excluding fractions) in his account on the date normal customary
dividends would have been paid. After a Director has terminated
service on the Board, dividends shall continue to be credited to
such Director's Stock Unit account until all deferred Compensation
has been distributed pursuant to Article X herein.
6.3 Adjustments in Stock Units. The total number of
Stock Units credited to each Director's account shall be
appropriately adjusted from time to time, as determined by the
Board of Directors or the Committee, for any increase or decrease
in the number of outstanding shares of the Company's common stock
resulting from a subdivision or combination of shares of common
stock, a dividend payable in common stock, a reclassification of
common stock, a merger or consolidation, or for any other change in
the capital structure or shares of common stock. The determination
of the Board of Directors or the Committee shall be final,
conclusive and binding upon all parties and interests.
ARTICLE VII
ESTABLISHMENT OF RESERVE
7.1 Establishment of Reserve. For each Director
electing to defer Compensation payments in the form of the Reserve
referred to in Section 5.3, the Company shall establish a Reserve
on its books to which the Company shall credit Compensation
payments which each Director has deferred. Credits of Compensation
payments to the Reserve shall be made by the Company at the end of
each fiscal quarter during which customary cash payments would have
been made had the Director not elected their deferral.
7.2 Interest Accruals. On all Compensation payments
that a Director may elect to defer and be credited to the Reserve
for such Director, there shall be credited to such Reserve an
amount equal to interest on those Compensation payments compounded
quarterly from the date such Compensation payments are credited to
such Director's Reserve. The rate of interest shall be the one-
year United States Treasury Bill rate as published in The Wall
Street Journal as of the beginning of each of the Company's fiscal
quarters. After a Director has terminated service on the Board,
interest shall continue to accrue to such Director's Reserve until
all deferred Compensation is distributed pursuant to Article XI
herein.
ANNUAL VIII
CHAIRMAN OF THE
BOARD STOCK UNIT GRANTS
As deferred compensation for past services provided to the
Company as Chairman of the Board of Directors, L. Ronald Forman
shall be granted 30,000 Stock Units, as of the date of adoption of
this Plan by the Board of Directors. As deferred compensation for
future service as Chairman of the Board of the Company, L. Ronald
Forman shall be granted 5,000 Stock Units per month on the last day
of each month beginning December 31, 1997 and ending January 31,
1999, provided Mr. Forman continues to serve as Chairman of the
Board on such date. Such Stock Units shall be on the same terms
and subject to the same conditions as Compensation that a Director
may elect to defer in Stock Units, as provided herein, except that
(a) such Stock Units will be paid at the election of Mr. Forman at
any time beginning one year following the date such Stock Units are
credited to Mr. Forman's account under the terms hereof and (b) the
Company may elect to pay such Stock Units in shares of Company
common stock rather than in cash, if the requisite shareholder
approval of the stock issuance has been obtained. The closing
price of a share of Company common stock, as quoted on the Nasdaq
Stock Market on November 14, 1997, was $1.00. If not previously
paid, all Stock Units granted to Mr. Forman under this Section VIII
and all dividends thereon shall be paid upon the earlier of
termination of Mr. Forman's Board Service with the Company or Mr.
Forman's attainment of age 65.
ARTICLE IX
COMPANY LIABILITY AND DIRECTORS' RIGHTS
9.1 Company's Liability for Stock Unit Accounts and
Reserves. Amounts credited to the Stock Unit accounts and Reserves
shall represent entries made on the Company's books solely for
record-keeping purposes under the Plan. All amounts so credited
shall at all times constitute general, unsecured liabilities of the
Company payable exclusively out of its general assets, and in no
event and under no circumstance shall the Company be obligated or
required to segregate from its general assets (whether by trust or
otherwise) funds sufficient to pay the amounts credited to Stock
Unit accounts or Reserves.
9.2 Rights of Directors in Stock Unit Accounts and
Reserves. Nothing contained in this Plan shall be deemed to confer
upon any Director any right, title, or vested interest in and to
Stock Unit accounts and Reserves or the amounts from time to time
credited thereto. As a condition of electing to defer Compensation
payments pursuant to the Plan, each Director shall be required to
acknowledge and confirm in writing that: (i) the Director's right
to receive deferred compensation payments and accruals with respect
thereto shall be no greater than the right of any unsecured
creditor of the Company generally; and (ii) all deferred
compensation payments shall be payable only as provided in Article
X hereof.
ARTICLE X
TIME AND METHOD OF DISTRIBUTION
10.1 Deferral Period. The period during which
compensation is deferred under this Plan is referred to herein as
the "Deferral Period."
10.2 Notice to Director. Prior to the date when the
Company will commence distribution of deferred compensation to a
Director, the Committee or its Representative shall contact the
Director in writing in order to obtain his written election as to
whether he desires to receive the distribution in a lump sum or
installments, specifying the number. Failure of the Director to
make an election will be deemed to be an election for a lump-sum
payment.
10.3 Timing of Distribution. As soon as practicable
after the expiration of the Deferral Period, amounts credited to
such Director either through Stock Units or a Reserve shall be
distributed to him (or his designated beneficiary) in the form of:
(i) a single lump-sum payment; or (ii) annual installment payments
over not less than two (2) nor more than ten (10) years. If
payment in the form of annual installment payments is elected, the
second and remaining annual installment payments, if any, shall be
payable on the successive anniversary dates of the first payment.
If, after commencing to receive a distribution under this Article,
a Director dies prior to completion of such distribution, then any
remaining annual installment payments shall be payable to the
Director's designated beneficiary at the same times and in the same
amounts as the payments would have been made to the Director.
10.4 Manner of Distribution - Stock Units. Except as
permitted in Article VIII hereof, distribution of compensation
deferred as Stock Units shall be made in cash as follows: (i) for
lump sum distributions, the amount of cash distributed shall be
equal to the number of Stock Units credited to a Director's account
as of the date the Company issues a check to the Director or
beneficiary multiplied by the Fair Market Value of the Company's
common stock on the trading date immediately preceding such date;
or (ii) for annual installment distributions, the amount of each
installment shall be the numerator (equal to one) divided by the
denominator (this being the total number of remaining installment
payments) multiplied by the number of Stock Units credited to the
Director's account, which product shall be multiplied by the Fair
Market Value of the Company's common stock on the trading date
immediately preceding the date on which the Company issues a check
to the Director for the installment payment.
10.5 Hardship. In the case of hardship as defined
herein, the Director may petition the Committee for immediate
distribution of any Compensation deferred by election. Hardship
shall include unusual financial need which arises from:
(a) Expenses or debts incurred by, or assumed by
a Director which are: (i) not covered by insurance and
arise out of an accident to, or the illness or disability
of a Director, a member of the Director's family, or a
dependent of the Director; or (ii) occur as the result of
a Director's divorce or separation, or the divorce,
separation or death of a member of a Director's family.
(b) Sudden, unexpected losses, not covered by
insurance, arising out of the following circumstances: (i)
casualty occurrence; (ii) theft of personal property; and
(iii) rendering of a legal judgment against the Director,
a member of the Director's family, or a dependent of the
Director.
(c) Educational expenses which arise from: (i)
education of a member of the Director's family; and (ii)
education of a dependent of the Director.
(d) Severe curtailment of a Director's personal
income due to reasons beyond the Director's control.
(e) Expenses resulting from the purchase of a
primary residence by the Director.
10.6 Designation of Beneficiary. Any Director shall
have the right to designate a beneficiary, or beneficiaries who are
to receive distribution of payments if the Director dies before the
complete distribution under this Plan is made. Any beneficiary
designation, or change in the beneficiary designation, shall be
made in writing by completing and furnishing to the Committee or
its Representative the appropriate form attached hereto as Exhibit
C. The last designation of beneficiary received by the Committee
or its Representative shall be controlling over any testamentary or
purported disposition by the Director, provided that no
designation, or change of designation thereof shall be effective
unless received by the Committee prior to the death of the
Director. If there is no designated beneficiary living at the time
distribution of any compensation is to be made, or if any
designation of beneficiary shall be ineffective for any reason,
then the compensation shall be paid to the estate of the Director.
In the event a designated beneficiary who has commenced to receive
distribution of Director's payments pursuant to this Article shall
die prior to completion thereof, then any remaining payments shall
be delivered to the estate of the beneficiary in a lump sum within
twelve (12) months following the date of death.
10.7 Acceleration. Notwithstanding any provisions of
the Plan to the contrary, in the case of a "change of control of
the Company" as defined herein, any compensation deferred under the
Plan shall be distributed immediately upon the Company's receipt of
a written request delivered by a Director or any other person or
entity claiming on behalf of a Director and no later than the
effective date of a transaction described in (a), (b) or (c) below.
For purposes of the Plan, a "change in control of the Company"
shall occur if:
(a) The Company shall not be the surviving
entity in any merger, consolidation or other
reorganization (or survives only as a subsidiary of an
entity other than a previously wholly-owned subsidiary of
the Company),
(b) The Company sells, leases or exchanges all
or substantially all of its assets to any other person or
entity (other than a wholly-owned subsidiary of the
Company),
(c) The Company is dissolved or liquidated,
(d) any person or entity, including a "group" as
contemplated by Section 13(d)(3) of the Securities
Exchange Act of 1934, other than an employee benefit plan
of the Company or a related trust, acquires or gains
ownership or control (including, without limitation, power
to vote) of more than 30% of the outstanding shares of the
Common Stock, or
(e) as a result of or in connection with a
contested election of directors, the persons who were
directors of the Company before such election shall cease
to constitute a majority of the Board of Directors of the
Company.
ARTICLE XI
REQUESTS FOR DISTRIBUTION
11.1 Requests Under the Plan. A Director, or any
other person or entity claiming on behalf of a Director, may
present a written request to the Committee or its Representative
for distribution of any amounts due or alleged to be due under the
Plan. Within thirty (30) days following receipt of the request,
the Committee shall advise the Director or other person or entity
in writing of the amounts payable and the method of distribution of
such amounts.
11.2 Review of Requests. If a request for
distribution under the Plan is not approved, the Committee shall
set forth in writing in a manner calculated to be understood by the
Director or other person or entity: (i) the specific reason or
reasons for the action taken; (ii) specific reference to the
pertinent provisions of the Plan upon which the action was taken;
(iii) a description of any additional material or information
necessary to have a request approved and an explanation of why such
material or information is necessary; and (iv) an explanation of
the Committee's review procedure. The Committee shall afford the
Director or other person or entity a reasonable opportunity for a
full and fair review by the Committee of its action taken if
requested to do so within thirty (30) days after receipt of the
written statement of the Committee's action.
ARTICLE XII
MISCELLANEOUS
12.1 Effective Date. This Plan shall be effective
upon adoption by the Board of Directors and shall continue for
succeeding fiscal years of the Company unless amended or terminated
by the Board of Directors.
12.2 Effect of Plan. The establishment and
continuance of the Plan by the Company shall not constitute a
contract of service between the Company and any Director, and shall
not be deemed to be consideration for, inducement to, or a
condition of service of any person. The deferral of any
Compensation payments pursuant to the provisions of the Plan shall
not limit the rights of the shareholders or Directors of the
Company to remove a Director as permitted by the Articles of
Incorporation, By-Laws or applicable laws. No trust or other
fiduciary relationships shall be created or deemed to arise from
any deferrals under the Plan.
12.3 Prohibition Against Assignment. The right of any
Director (or his designated beneficiary to receive any payment or
installment under the Plan shall not be subject in any manner to
attachment or other legal process or proceedings for discharge of
the debts of the Director or beneficiary, and any such payment or
installment shall not be subject to anticipation, alienation, sale,
transfer, assignment, pledge, mortgage or encumbrance.
12.4 Amendment and Termination. (i) The Board intends
to continue the Plan indefinitely but reserves the right to modify
the Plan from time to time, or to repeal the Plan entirely, or to
direct the permanent discontinuance or temporary suspension of
payments under the Plan; provided that no such modification,
repeal, discontinuance or suspension shall affect or otherwise
deprive the Directors of any payments to which they may be entitled
under the Plan at the time thereof; and (ii) No amendment or
termination of this Plan shall, without the consent of the
participants under the Plan or beneficiaries thereunder reduce the
amount of deferred Compensation owed such person under the Plan.
12.5 Governing Law. Except to the extent preempted or
superseded by the federal laws of the United States of America, the
laws of the State of Louisiana will govern the Plan.
12.6 Notices. All notices, reports, statements,
distributions or payments given, made, delivered or transmitted to
a Director or his designated beneficiary shall be deemed to be duly
given, made, delivered or transmitted when mailed, by first class
mail, postage prepaid, addressed to the Director or beneficiary at
the address appearing on the books of the Committee. Written
directions, notices, and other communications to the Company, the
Committee or its Representatives, shall be deemed to be duly given,
made or delivered when received by the Committee or its
Representative at such location as may from time to time be
specified.
12.7 Gender and Number. Whenever appropriate in the
Plan, the masculine gender shall be construed to include the
feminine, and the feminine gender shall be construed to include the
masculine. Words used in the singular shall be construed to
include the plural, and the plural to include the singular.
EXHIBIT A
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
INITIAL DEFERRAL ELECTION
WHEREAS, Campo Electronics, Appliances and Computers, Inc.
(hereinafter the "Company") has established a formal deferred
compensation plan (hereinafter the "Plan") for members of its Board
of Directors who are not full-time employees of the Company;
WHEREAS, the Plan provides for the deferral of any annual
retainer fee, Board meeting attendance fees, and Committee meeting
attendance fees (hereafter "Compensation") until the later of one
year from the date of adoption of the Plan by the Board of
Directors or the effective date of the bankruptcy court's
confirmation of the Company's plan of reorganization (the "Initial
Deferral Period"); and
WHEREAS, the Plan permits participants to elect to further
defer Compensation earned during the Initial Deferral Period until
attainment of age 65 or termination of Board service.
NOW, THEREFORE, I, ______________ _____________,
* do elect to defer Compensation that I earn
with respect to Board services for an
additional period following the Initial
Deferral Period, which additional period
shall end upon the earlier of my attainment
of age 65 or upon termination of my service
on the Board;
* do not elect to defer Compensation that I
earn with respect to Board services for a
period beyond the Initial Deferral Period;
1. Under this election and pursuant to Article V of
the Plan, I direct the Company to:
* allocate deferred Compensation in the form
of hypothetical units of the Company's
common stock (the "Stock Units"); or
* create a reserve (the "Reserve") to which
the Company shall credit my Compensation
payments.
2. If I shall have deferred Compensation under the
Plan and I shall die before terminating Board service with the
Company, I shall be deemed to have elected to receive payment of
such Compensation in a lump-sum distribution.
3. This election is irrevocable.
4. All other terms of this Deferral Election shall
be governed by the Campo Electronics, Appliances and Computers,
Inc. Deferred Compensation Plan for Outside Directors, and any
amendments thereto, which is in effect at the time of this
election. All of the terms and conditions of such Plan are
incorporated by reference thereto.
5. I acknowledge by my signature below, that I have
read and understand the terms of the Plan. I acknowledge and
confirm that my right to be paid deferred Compensation payments and
accruals is no greater than the right of any unsecured creditor of
the Company and that all deferred compensation shall be payable
only as provided in the Plan.
IN WITNESS WHEREOF, I affix my signature to this election
on _____________ ____, 199__.
(Signature of Participant)
Receipt Acknowledged: Campo Electronics, Appliances and
Computers, Inc.
By:
Date:
EXHIBIT B
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
ANNUAL DEFERRAL ELECTION
WHEREAS, Campo Electronics, Appliances and
Computers, Inc. (hereinafter the "Company") has established a
formal deferred compensation plan (hereinafter the "Plan") for
members of its Board of Directors who are not full-time employees
of the Company; and
WHEREAS, the Plan permits participants to elect to
defer any annual retainer fee, Board meeting attendance fees, and
Committee Meeting attendance fees (hereafter "Compensation") in
accordance with the terms of the Plan:
NOW, THEREFORE, I, ______________ _____________, do
elect to defer Compensation I earn with respect to Board services I
shall perform for the Company during the Calendar Year beginning
January 1, 199__ subject to the following understandings and
restrictions.
1. Under this election and pursuant to Section
4.2 of the Plan, I direct the Company to:
* allocate Compensation units in the
form of hypothetical units of the
Company's common stock (the "Stock
Units"); or
* create a reserve (the "Reserve")
to which the Company shall credit
Compensation payments which I have
elected to defer.
2. If I shall have elected to defer Compensation
under the Plan and I shall die before terminating Board service
with the Company, I shall be deemed to have elected to receive
payment of such Compensation in a lump-sum distribution.
3. This election is irrevocable.
4. All other terms of this Deferral Election
shall be governed by the Campo Electronics, Appliances and
Computers, Inc. Deferred Compensation Plan for Outside Directors,
and any amendments thereto, which is in effect at the time of this
election. All of the terms and conditions of such Plan are
incorporated by reference thereto.
5. I acknowledge by my signature below, that I
have read and understand the terms of the Plan. I acknowledge and
confirm that my right to be paid deferred Compensation payments and
accruals is no greater than the right of any unsecured creditor of
the Company and that all deferred compensation shall be payable
only as provided in the Plan.
IN WITNESS WHEREOF, I affix my signature to this
election on _____________ ____, 199__.
(Signature of Participant)
Receipt Acknowledged: Campo Electronics, Appliances and
Computers, Inc.
By:
Date:
EXHIBIT C
CAMPO ELECTRONICS, APPLIANCES AND COMPUTERS, INC.
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
DESIGNATION OF BENEFICIARY
1. I am a participant in the Deferred
Compensation Plan for Directors of Campo Electronics, Appliances
and Computers, Inc. (the "Plan") and I hereby designate the
following as my beneficiary under the Plan:
Name (age if under 18)
Relationship
Primary:
Secondary:
2. This designation shall be subject to the terms
of, and any amounts which become payable hereunder shall be
governed by, the Plan as from time to time in effect.
(Signature of Participant)
Date:
Receipt Acknowledged: Campo Electronics, Appliances and
Computers, Inc.
By:
Date: