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Boatmen's Deferred Compensation Plan for Directors
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TABLE OF CONTENTS
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Article 1. Purpose 1
Article 2. Definitions 1
Article 3. Administration 2
Article 4. Eligibility and Participation 2
Article 5. Deferral of Compensation 3
Article 6. Phantom Shares 3
Article 7. Additions to Deferred Compensation Account 4
Article 8. Payment of Benefits 4
Article 9. Former Directors of Centerre Bancorporation 5
Article 10. Rights of Participants 5
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Article 11. Miscellaneous Provisions 6
Article 12. Requirements of Law 6
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Boatmen's Deferred Compensation Plan for Directors
Article 1. Purpose
The purposes of the Plan are to align the economic interests of the
Corporation's non-employee Directors with those of shareholders by linking
the compensation of Directors to increases in value of the Corporation and to
attract and retain Directors of outstanding competence, as well as to provide
a means for them to defer some or all of their compensation.
Article 2. Definitions
Whenever used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial letter of the
word is capitalized:
2.1 "Additions" means all amounts credited to a Participant's Deferred
Compensation Account pursuant to Article 7 herein.
2.2 "Beneficiary" means any person (including but not limited to any
trust, estate, fiduciary, corporation, foundation, but excluding the
Participant) designated by the Participant in a written document delivered to
the Corporation to receive any benefit under this Plan after the death of the
Participant, all in accordance with the provisions hereof.
2.3 "Board of Directors" or "Board" means the Board of Directors of
the Corporation.
2.4 "Committee" means the Compensation Committee of Boatmen's
Bancshares, Inc.
2.5 "Compensation" means the Retainer and other fees payable to a
Director of the Corporation for his services as such during the Plan Year.
2.6 "Corporation" means Boatmen's Bancshares, Inc., a Missouri
corporation, and any successor thereto, as provided in Section 11.3 hereof.
2.7 "Deferral Amount" means the Compensation which a Participant
elects to defer under the Plan for any Plan Year.
2.8 "Deferred Compensation Account" means a bookkeeping account
maintained by the Corporation for each Participant which reflects accumulated
Deferral Amounts credited in the form of cash or Phantom Shares in accordance
with Section 5.1 herein and Phantom Shares credited in accordance with
Section 6.1 herein, plus Additions thereto calculated as set forth in Article
7 herein.
2.9 "Director" means an individual who is a member of the Board of
Directors of the Corporation.
2.10 "Effective Date" means April 23, 1996, the effective date of this
amendment and restatement of the Plan.
2.11 "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor thereto.
2.12 "Normal Retirement" means termination of a Director's service to
the Corporation in such capacity for reasons other than death.
2.13 "Participant" means an eligible Director of the Corporation who
has completed a Participation Agreement as provided in Article 4 herein.
2.14 "Phantom Share" means a measure of participation in the Plan
determined pursuant to Section 6.2 herein.
2.15 "Plan" means the Boatmen's Deferred Compensation Plan for
Directors, as set forth herein.
2.16 "Plan Year" means the twelve-month period commencing January 1.
2.17 "Retainer" means the annual retainer payable by the Corporation
and earned by a Director with respect to the Director's service on the Board
and which is exclusive of meeting fees.
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Article 3. Administration
3.1 The Committee. The Plan shall be administered by the Committee.
The Committee shall administer the Plan in accordance with its terms and
shall have all powers necessary to carry out the provisions of the Plan.
3.2 Authority of the Committee. The Committee shall, with respect to
the general management of the Plan, have the sole, final and absolute right
to reconcile any inconsistency in the Plan, to interpret and construe the
provisions of the Plan in all particulars in such manner and to such extent
as it deems proper and to take all action and make all decisions and
determinations necessary under the Plan or in connection with its
administration, interpretation and application. Any interpretation or
construction placed upon any term or provisions of the Plan by the Committee,
any decision of the Committee with regard to the rights of a Director, former
Director or Beneficiary or any other person, any reconciliation of an
inconsistency in the Plan made by the Committee and any other action,
determination or decision whatsoever taken by the Committee shall be final,
conclusive and binding upon all persons or parties interested or concerned in
the Plan.
3.3 Amendment, Modification, and Termination. The Board, at its
discretion, without prior notice, at any time and from time to time, may
modify, or amend, in whole or in part, any or all of the provisions of the
Plan, or may suspend or terminate the Plan at any time. Notwithstanding the
foregoing, other than as permitted by the Plan, no such amendment,
modification, suspension, or termination by the Board may materially
adversely affect any rights or benefits accrued by a Participant as of the
effective date of any such amendment, modification, suspension, or
termination without the written consent of the Participant (or Beneficiary,
as appropriate).
Article 4. Eligibility and Participation
Eligibility for participation in the Plan is limited to non-employee
Directors of the Corporation, as identified by the Committee. Such a
Director is eligible to participate in the Plan if he completes a
Participation Agreement indicating his agreement to the terms of the Plan, a
copy of which is attached hereto as Exhibit A.
Article 5. Deferral of Compensation
5.1 Deferral Elections. A Participant shall have the right to elect
annually to defer all of his Compensation for the Plan Year, except that
which is required to be credited to his Deferred Compensation Account in the
form of Phantom Shares pursuant to Section 6.1 herein, and to indicate
whether his Deferral Amount for such Plan Year will be credited to his
Deferred Compensation Account in the form of cash or Phantom Shares;
provided, however, that a Director who first becomes eligible to participate
in the Plan after the commencement of a Plan Year may only, with respect to
such Plan Year, elect to defer that portion of his Compensation which is
attributable to services to be rendered after the filing of his Annual
Election Form pursuant to Section 5.2 herein.
5.2 Deferral Election Form. A Participant shall notify the
Corporation of his election to defer for any Plan Year by completing an
Annual Election Form, a copy of which is attached hereto as Exhibit B.
5.3 Effective Date of Deferral Election. To be effective, the Annual
Election Form must be received before the first day of the Plan Year to which
the election relates; provided, however, that a Director who first becomes
eligible to participate in this Plan after the commencement of a Plan Year,
must, in order to defer compensation for the remainder of such Plan Year,
submit a Annual Election Form to the Company within 30 calendar days after
the Director first becomes eligible to participate in this Plan during such
partial Plan Year and such election shall be effective for compensation
attributable to services to be rendered after the date of the Annual Election
Form.
5.4 Irrevocability of Election. An election to defer Compensation for
any Plan Year shall be irrevocable.
5.5 Form of Deferral. The Deferral Amount shall be credited to a
Participant's Deferred Compensation Account as a cash amount or as Phantom
Shares, depending upon the form selected for the year in question, in either
case as of the date the Deferral Amount would otherwise have been paid to the
Participant.
Article 6. Phantom Shares
6.1 Automatic Grant of Phantom Shares. As of the Effective Date
hereof and as of the date of each annual meeting of shareholders of the
Corporation at which Directors are elected following the Effective Date, each
Participant shall be granted a number of Phantom Shares having a value, as
determined by the Committee pursuant to Section 6.2 herein, equal to one-half
of the Participant's Retainer in effect as of such date of grant, which shall
be credited to the Participant's Deferred Compensation Account.
6.2 Value of Phantom Shares. Each Phantom Share shall have a value as
of the applicable valuation date which is equal to the closing trade price of
the Corporation's common stock on the Nasdaq Stock Market's National Market
(or, if not applicable, the most appropriate equivalent) on the trading day
coinciding with (or, if none, next preceding) such date.
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Such calculation shall be made by the Committee in its discretion, subject to
the terms of the Plan.
6.3 Adjustments. In the event of any change in corporate
capitalization, such as a stock split or a corporate transaction such as any
merger, consolidation, separation, including a spin-off or other distribution
of stock or property of the Corporation, any reorganization (whether or not
such reorganization comes within the definition of such term in Section 368
of the Internal Revenue Code) or any partial or complete liquidation of the
Corporation, such adjustment shall be made in the number of Phantom Shares
subject to the Plan, as may be determined to be appropriate and equitable by
the Board, in its sole discretion, to prevent dilution or enlargement of
rights.
Article 7. Additions to Deferred Compensation Account
7.1 Interest. The Corporation on the last day of each month will
credit the Director's Deferred Compensation Account with interest Additions
thereon. Interest Additions shall be calculated by multiplying the balance
of the Deferred Compensation Account representing elective deferrals in cash
pursuant to Section 5.1 herein as of the last day of each month by a rate
equal to one-twelfth of the average of the weekly Moody's Long-Term Aa
Corporate Bond Rates for October of the preceding Plan Year. Effective
January 1, 1997, interest Additions shall be calculated by multiplying the
balance of the Deferred Compensation Account representing elective deferrals
in cash pursuant to Section 5.1 herein as of the last day of each month by a
rate equal to one-twelfth of the ten-year U.S. Treasury Bond rate on October
31 of the preceding Plan Year, as determined by the Committee.
7.2 Dividend Equivalents. As of each dividend payment date with
respect to the Corporation's common stock, each Participant's Deferred
Compensation Account shall be credited with additional Phantom Shares having
an aggregate value equivalent to the value of the dividend payment which the
Director would have received had his or her Phantom Shares been actual shares
of common stock of the Corporation.
Article 8. Payment of Benefits
8.1 Commencement of Benefits Upon the Normal Retirement or death of a
Participant, the amount credited to the Participant's Deferred Compensation
Account shall be payable to the Participant, in cash, in the manner provided
in this Article 8. For purposes of this Section 8.1, the date of death shall
be the date the Corporation is notified of the Participant's death.
8.2 Payment of Normal Retirement Benefits. At the time of executing
his Participation Agreement, a Director must elect to receive amounts
credited to his Deferred Compensation Account under one of the following
benefit payment schedules:
(a) one lump sum, payable not later than thirty (30) days after the
Director's Normal Retirement; or
(b) a series of substantially equal yearly installments over a five
(5) year period, payable each January following the Director's Normal
Retirement.
The election made under this Section 8.2 shall be in writing and shall be
irrevocable by the Participant.
The total amount to be paid with respect to each annual installment
payable under this Section 8.2 shall be an amount equal to (i) the total
balance then in the Participant's Deferred Compensation Account, divided by
(ii) the total number of then remaining installment payments elected by the
Participant. The amount of each installment payment attributable to Phantom
Shares shall be an amount equal to (i) the number of Phantom Shares payable
with respect to such installment, multiplied by (ii) the value of such
Phantom Shares as of the date the installment became payable under this
Section 8.2, determined as provided in Section 6.2 hereof.
8.3 Payment of Death Benefits. Any unpaid deferred amounts shall be
paid to the Participant's Beneficiary in the event of the Participant's
death. In such event, payment shall be made in a single lump sum, in cash,
within thirty (30) calendar days after the Corporation receives notice of the
Participant's death.
Article 9. Former Directors of Centerre Bancorporation
Benefits resulting from deferrals under the Centerre Bancorporation
Deferred Compensation Plan for Directors prior to February 14, 1989 will be
determined under the provisions of that plan as of February 14, 1989,
attached hereto as Exhibit C.
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Article 10. Rights of Participants
10.1 Service. No provision of this Plan nor any action taken
hereunder shall be construed as giving a Participant or any other Director
any right to be retained by the Corporation.
10.2 Unsecured General Creditor. To the extent that any person
acquires the right to receive payment of benefits from the Corporation under
this Plan, such right shall be no greater than the rights of any unsecured
general creditor of the Corporation.
10.3 Nonassignment. Neither the Participant, his Beneficiary, heirs,
assigns, trust, estate, nor any other person claiming through or under the
Participant shall have any right to commute, encumber, or dispose of the
right to receive payments hereunder, all of which payments and the right
thereto are expressly declared to be nonassignable and any such attempt at
assignment shall be void and of no effect.
10.4 Beneficiary Designation. Except as otherwise provided herein,
each Participant may, from time to time, name a Beneficiary to whom any
amount under the Plan is to be paid in case of the Participant's death before
receipt of any or all of such amounts. Each designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by
the Committee, and will be effective only when filed by the Participant in
writing with the Corporation during his or her lifetime. In the event a
Participant fails to designate a Beneficiary or if no such designated
Beneficiary is living upon the death of the Participant or if, for any
reason, such designation shall be legally ineffective, then in any of said
events the amounts which would have been paid to the designated living
Beneficiary shall be paid to the trustee of the Participant's revocable
living trust and, if none, to such Participant's living spouse and, if none,
to such Participant's surviving children and the descendants of any deceased
child by right of representation and, if none, to the personal representative
of such Participant's estate.
10.5 No Trust. Nothing contained in this Plan and no action taken
pursuant to the provisions thereof shall create or be construed to create a
trust of any kind or a fiduciary relationship between the Corporation and the
Participant, the Participant's Beneficiary or any other person.
Article 11. Miscellaneous Provisions
11.1 Accounting. The Corporation shall maintain a record of each
Participant's accumulated Deferral Amounts, Phantom Shares and Additions
thereto by means of a Deferred Compensation Account. As the value of each
Phantom Share changes, the Deferred Compensation Account maintained on behalf
of a Participant with to Phantom Shares shall be deemed adjusted accordingly.
Such Deferred Compensation Accounts shall be maintained solely for accounting
purposes, and shall not require a segregation of any Corporation assets.
11.2 Costs of the Plan. All costs of the Plan, including, but not
limited to, payment of benefits and administrative expenses, shall be
incurred and paid by the Corporation out of the Corporation's general assets.
Although not prohibited from doing so, the Corporation is not required in any
way to segregate assets in any manner or specifically to fund the benefits
provided under this Plan.
11.3 Successors. All obligations of the Corporation under this Plan
shall be binding on any successor to the Corporation, whether the existence
of such successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise of all or substantially all of the voting
interests, the business and/or the assets of the Corporation.
11.4 Indemnification. Each person who is or shall have been a member
of the Board shall be indemnified and held harmless by the Corporation
against and from any loss, cost, liability, or expense that may be imposed
upon or reasonably incurred by him or her in connection with or resulting
from any claim, action, suit, or proceeding to which he or she may be a party
or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid
by him or her in settlement thereof, with the Corporation's approval, or paid
by him or her in satisfaction of any judgment in any such action, suit, or
proceeding against him or her, provided he or she shall give the Corporation
an opportunity, at its own expense, to handle and defend the same before he
or she undertakes to handle and defend it on his or her own behalf.
The foregoing right to indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled through
any authority that the Corporation may have to indemnify them or hold them
harmless, or by operation of law.
11.5 Withholding. The Corporation shall, to the extent permitted by
law, have the right to deduct from any payments of any kind with respect to
the benefit otherwise due to the Participant any Federal, state or local
taxes of any kind required by law to be withheld from such payments.
11.6 Gender References. Whenever used in the Plan, words in the
masculine gender shall include the feminine gender.
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Article 12. Requirements of Law
12.1 Requirements of Law. The granting, administration, and payment
of benefits under this Plan shall be subject to all applicable laws, rules,
and regulations and to such approvals by any governmental agencies or
national securities markets or exchanges as may be required.
Further, with respect to persons subject to Section 16 of the Exchange
Act, transactions under this Plan are intended to comply with all applicable
conditions necessary to qualify Phantom Shares granted under the Plan as
"cash-only" securities under Rule 16a-1(c)(3)(ii) under the Exchange Act. To
the extent any provision of the Plan or action by the Board fails to so
comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board.
12.2 Governing Law. The Plan shall be governed and construed in
accordance with the laws of the State of Missouri. In the event any
provision of this Plan is held invalid, void or unenforceable, the same shall
not affect, in any respect whatsoever, the validity of any other provision of
this Plan.
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