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EXHIBIT 10.14
MSX INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN
This MSX International, Inc. Deferred Compensation Plan ("PLAN") is
adopted on this 28th day of February, 1997, and effective on March 1, 1997
("EFFECTIVE DATE"), by MSX International, Inc., a Delaware corporation
(hereinafter referred to as the "EMPLOYER").
W I T N E S S E T H:
WHEREAS, the Employer wishes to adopt, as of the Effective Date, an
unfunded, non-qualified deferred compensation plan for the benefit of a select
group of its management employees; and
WHEREAS, the Plan continues certain deferred compensation opportunities
for employees who have previously been covered with regard to such benefits by
the Creative Industries Group, Inc. Deferred Compensation Plan, originally
adopted on December 2l, 1988, as amended by the first amendment and restatement
thereto dated September 26, 1989, and as partially amended by a second amendment
in 1994, which, among other things, changed the name of the Plan to MascoTech
Automotive Systems Group, Inc. Deferred Compensation Plan (the "PRIOR PLAN");
and
WHEREAS, some employees who participated under the Prior Plan are
referred to as "TRANSFERRED EMPLOYEES" in Section 13.06(f) of that certain Asset
Purchase Agreement by and between this Corporation and MascoTech Automotive
Systems Group, Inc.; and
WHEREAS, this Plan shall, in addition, provide deferred compensation
opportunities to newly eligible participants as that term is utilized in Section
3.01 (a) (2) of Revenue Procedure 92-65, 1992-2 C.B. 428;
NOW, THEREFORE, effective as of the Effective Date, the MSX
International, Inc. Deferred Compensation Plan hereby provides as follows:
SECTION 1. Purpose. The purpose of the Plan is to provide certain
management employees employed by the Employer (i) with the opportunity to defer
bonuses otherwise payable to them by the Employer where the Employee has made an
election, pursuant to Section 4 hereof, to defer all or part of such bonus
(hereinafter referred to as "DEFERRED BONUS AMOUNTS"), (ii) such other amounts
of compensation the Employer, in its sole discretion, decides to award to
participants in the Plan on a deferred basis (hereinafter referred to as
"DEFERRED DISCRETIONARY AMOUNTS") and (hi) with the opportunity to defer such
amounts of
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the Employee's salary in accordance with the Employee's election pursuant to
Section 6 hereof (hereinafter referred to as "DEFERRED SALARY AMOUNTS").
SECTION 2. Effective Date. The Plan, as created hereunder, shall be
effective as of March 1, 1997.
SECTION 3. Participants. The Employer, in its sole discretion, shall
select persons who may be participants in the Plan. Participants shall be chosen
by the Employer from a group of select management personnel consisting of
employees of the Employer who are commonly known in the Employer's business by
the following designations: President, Vice Presidents, General Managers and
Managers. Employer shall not be required to provide Plan benefits to all persons
having such designations but, in its sole discretion, may name one or more
persons from such groupings. Notwithstanding anything herein to the contrary, in
no case shall participants include independent contractors or controlling
shareholders.
SECTION 4. Election of Deferral of Deferred Bonus Amounts.
(A) Employer, whose fiscal year is the calendar year, customarily pays
bonuses to certain management employees during the first calendar quarter of the
year immediately following the calendar year in which the services are performed
by the participant for the Employer that apply to such bonus (such immediately
preceding year during which such services are performed shall be hereinafter
referred to as the "AWARD YEAR").
(B) Each Participant shall be entitled to make an irrevocable election
(in the form of Exhibit "A" attached hereto), to defer receipt of any whole
percentage of the bonus that would otherwise be awarded and payable by the
Employer to the participant for any particular Award Year during the existence
of the Plan, as long as the election is made before January 1 of the Award Year.
Each participant shall be entitled to specify on the election form that the
deferral shall be the greater or lesser of such percentage or a stated dollar
amount. Pursuant to the procedure set forth by the Internal Revenue Service in
the above-referenced Revenue Procedure 92-65, in the first year in which a
participant becomes eligible to participate in the Plan, the newly eligible
participant may make an election to defer, under this Section 4(B), with regard
to services to be performed subsequent to the election as long as such election
is made within thirty (30) days after the date the employee first becomes
eligible to be a participant in the Plan.
(C) The Employer will credit to the Deferred Compensation Account of
the participant for such Award Year an amount equal to the percentage elected by
the participant for the Award Year multiplied by the dollar amount that is
declared
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as a bonus to the employee for such Award Year during December of such Award
Year or, if applicable, the appropriate stated dollar amount.
SECTION 5. Employer Deferred Discretionary Amounts. The Employer, at
any time during the Award Year, may, in its sole discretion, award deferred
compensation to a participant in the Plan through its declaring an award of a
Deferred Discretionary Amount to the participant for such Award Year. The
Employer's right to declare such Deferred Discretionary Amount to the
participant shall not be dependent on whether the participant has elected any
Deferred Bonus Amount for such Award Year. At such times as the Employer decides
to award Deferred Discretionary Amounts, such award will be stated as a dollar
for dollar match of the participant's salary deferral for the fiscal year (under
Section 6(A) hereof)
SECTION 6. Election of Deferral of Deferred Salary Amounts.
(A) Each participant shall be entitled to make an irrevocable election
(in the form of Exhibit "B" attached hereto), to defer any whole percentage up
to ten (10%) percent of his salary for the calendar year subsequent to the
filing of the election by the participant with the Employer. Any election by a
participant with respect to Deferred Salary Amounts for a calendar year shall be
made and filed with the Employer by December 31 of the year immediately
preceding the year for which the election is to take effect. Pursuant to the
procedure set forth by the Internal Revenue Service in the above-referenced
Revenue Procedure 92-65, in the first year in which a participant becomes
eligible to participate in the Plan, the newly eligible participant may make an
election to defer, under this Section 6(A), with regard to services to be
performed subsequent to the election as long as such election is made within
thirty (30) days after the date the employee first becomes eligible to be a
participant in the Plan.
(B) The Employer will credit to the Deferred Compensation Account of
the participant any such Deferred Salary Amounts pursuant to such an election.
SECTION 7. Deferred Compensation Accounts.
(A) For record keeping purposes, the Employer may establish and
maintain for each participant Deferred Compensation Accounts which, in the sole
discretion of the Employer, may be subdivided into accounts for Deferred Bonus
Amounts, Deferred Discretionary Amounts (Employer matching contributions) and
Deferred Salary Amounts.
(B) The establishment of such accounts are for the record keeping
convenience of the Employer. Such accounts shall not result in any amounts being
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made available to the participant or otherwise set aside for the participant in
a funded plan within the meaning of Section 301 of the Employee Retirement
Income Security Act of 1974, The Employer, in its sole discretion, may establish
a grantor trust or other form of escrow for purposes of setting aside such
amounts; provided, however, such amounts shall continue to represent the general
assets of the Employer and shall be subject to claims of the Employer's general
creditors.
(C) The Deferred Compensation Account of the participant shall be
credited, at year-end, with interest based on the average NBD Bank prime rate,
less one )1%) percent.
(D) As soon as is practical at the end of the calendar year, the
Employer shall report to each participant the financial status of each such
participant's Deferred Compensation Account.
SECTION 8. Method of Distribution of Deferred Compensation.
(A) The distribution of a participant's Deferred Bonus Amounts,
Deferred Discretionary Amounts or Deferred Salary Amounts shall not be
distributable other than pursuant to the terms of this Section 8. Amounts that
are available for distribution to the participant shall be referred to herein as
"DISTRIBUTABLE DEFERRED COMPENSATION".
(B) Such Distributable Deferred Compensation shall consist of (i) any
and all Deferred Bonus Amounts that have been credited to the Deferred
Compensation Account of the participant, (ii) Deferred Discretionary Amounts
that have been credited to the Deferred Compensation Account of the participant
for three (3) full calendar years (a Deferred Discretionary Amount credited to
the participant in June, 1997 would become part of Distributable Deferred
Compensation in June, 2000; similarly a Deferred Discretionary Amount credited
to a participant in December, 1999 would become part of Distributable Deferred
Compensation in December, 2002) and (iii) any and all Deferred Salary Amounts
that have been credited to the Deferred Compensation Account of the participant.
Notwithstanding the foregoing, if a participant is entitled to a distribution
hereunder for the reasons set forth in Section (C) (ii) or (C)(iii) of this
Section 8, then, in such case, all amounts credited to the Deferred Compensation
Account of the participant, including all Deferred Discretionary Amounts, shall
be considered to be part of Distributable Deferred Compensation and subject to
distribution to the participant.
(C) Distributable Deferred Compensation shall be distributed to the
participant in either a Jump sum or in annual payments over a period of years
(as described below in this Section 8(c)) with such lump sum or series of
distributions
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to begin within thirty (30) days after the occurrence of a "DISTRIBUTION
EVENT". A Distribution Event shall occur upon the earlier of any of the
following,
(i) The termination of employment of a participant.
(ii) The attainment by the participant of normal retirement age,
which, for purposes of this Plan, shall be the later of (i) the
attainment of age 60 or (ii) the actual retirement of the participant.
(iii) The death of the participant. Upon the death of the
participant any distribution of benefits pursuant to this Section
8(C)(iii) shall be paid, except as provided below, to the
participant's surviving spouse or, if the participant has no
surviving spouse, to the participant"s estate. If the deceased
participant has a surviving spouse but such surviving spouse does not
survive the participant for a period of time that would allow such
spouse to receive a distribution pursuant to this Agreement, then, in
such event, any distribution hereunder shall be made to the
participant's estate. Such lump sum payment shall be made to the
spouse or estate within thirty (30) days of the death of the
participant.
The participant shall have the right to make an advance selection as to
the method of distribution desired by the participant upon the occurrence of a
Distribution Event. The participant shall elect a method of payment based on one
of the following; (a) a lump sum distribution, (b) annual distributions over a
five (5) year period, (c) annual distributions over a ten (10) year period, or
(d) annual distributions over a fifteen (15) year period. The participant shall
make such choice by filing with the Plan Committee a "NOTICE OF
ELECTION--DISTRIBUTION" in the form attached hereto as Exhibit "C". The election
set forth on Exhibit "C" shall be filed by the participant with the Plan
Committee at such time as a participant first becomes a participant in the Plan.
At such, time as a participant's Distributable Deferred Compensation is
to be distributed pursuant to this Section 8(C), if the participant chooses a
lump sum, such lump sum distribution shall be made within thirty (30) days of
the occurrence of a Distribution Event. If annual distributions are chosen over
a period of years, the first annual distribution shall be made within thirty
(30) days of the occurrence of a Distribution Event and annual distributions
thereafter shall be made on the yearly anniversary date of the participant's
Distribution Event.
SECTION 9. Other Benefit Plans. The amount of each participant's
Deferred Bonus Amount and Deferred Salary Amount shall be deemed to be
compensation for the purpose of calculating the following:
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(A) The amount of a participant's benefits or contributions under a
pension plan or retirement plan (qualified under Section 401 (a) of the Internal
Revenue Code);
(B) The amount of any life insurance payable under any life insurance
plan established or maintained by the Employer; or
(C) The amount for any disability benefit payments payable under any
disability plan established or maintained by the Employer, except to the extent
specifically provided in any such plan.
SECTION 10. Participant's Rights. Establishment of the Plan does not
represent an employment contract between the Employer and the participant and
shall not be construed as giving any participant the right to be retained in the
Corporation's service or employ and the right to receive any benefits not
specifically provided by the Plan. A participant shall not have any interest in
his Deferred Bonus Amount, Deferred Discretionary Amount or Deferred Salary
Amount until such Account is distributed in accordance with the Plan. All such
amounts shall be hold for the account of a participant under the Plan and shall
remain the sole property of the Employer, subject to the claim of its general
creditors. With respect to amounts deferred or otherwise held for the account of
a participant, the participant is a general creditor of the Employer; any
obligation of the Employer hereunder is purely contractual and shall not be
secured in any manner.
SECTION 11. Non-Alterability and Non-Transferability. The rights of a
participant to the payment of Deferred Compensation as provided in the Plan
shall not be assigned, transferred, pledged or encumbered or be subject in any
manner to alienation or anticipation. No participant may borrow against his
account. No account shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution
or levy of any kind, whether voluntarily or involuntarily, including but not
limited to any liability which is for alimony or other payments for the support
of a spouse or former spouse, or for any other relative of any participant.
SECTION 12. Administration of Plans; Claims Procedure.
(A) Administration. The Employer shall be the administrator of the
Plan and shall have authority to adopt rules and regulations for carrying out
the Plan and to interpret, construe and implement the provisions hereof. Any
decision or interpretation of any provision of the Plan adopted by the Employer
shall be final and conclusive.
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(B) Claims Procedure. If, at any time, a participant desires
clarification of his or her benefits described in this Plan, such participant
shall provide, in writing, a request for clarification and, in such written
request, shall set forth any facts which the participant believes should be
considered by the Employer. Any such written request shall be directed to the
chief financial officer of the Employer. The chief financial officer shall
arrange a meeting with the participant and such other officers of the
Corporation as the Employer desires. The Employer's decision, after such
meeting, shall be rendered by the chief financial officer within sixty (60) days
of the meeting. The decision of the Employer shall be final and binding upon the
participant.
SECTION 13. Amendment and Termination. The Plan may, at any time, or
from time to time, be amended, modified or terminated by the Employer. However,
no amendment, modification or termination of the Plan shall, without the consent
of the participant, adversely affect such participant's rights with respect to
amounts then credited to his Deferred Compensation Account. Upon termination of
the Plan, the payment of benefits under the Plan shall either (i) continue to be
paid as such benefits are being paid prior to termination of the Plan or (ii)
will be discontinued if the Employer is not financially able to continue to make
such payments.
SECTION 14. General Provisions.
(A) Controlling Law. Except to the extent superseded by Federal law,
the laws of the State of Michigan shall be controlling in all matters relating
to the Plan, including instruction and performance hereof.
(B) Captions. Captions of sections and paragraphs of this Plan are for
the convenience of reference only and shall not control or affect the meaning or
construction of any of its provisions.
(C) Facility of Payment. Any amounts payable hereunder to any person
who is under legal disability or who, as determined by a court of competent
jurisdiction, is unable to properly manage his financial affairs, may be paid to
the legal representative of such person or may be applied for the benefit of
such person, and any such payment shall be deemed to be payment for such
person's account and shall be a complete discharge of all liability of the
Employer with respect to the amount so paid.
(D) Withholding Payroll Taxes. To the extent required by the laws in
effect at the time compensation or deferred compensation payments are made, the
corporation shall withhold from such compensation, or from deferred
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compensation payments made hereunder, any taxes required to be withheld for
Federal, State or local government purposes.
(E) Liability. No member of the Board of Directors of the Employer and
no officer, employee or agent of the Employer shall have any liability to any
person, firm or corporation based on or arising out of the Plan except in the
case of gross negligence or fraud.
IN WITNESS WHEREOF, the Employer has caused this MSX International,
Inc. Deferred Compensation Plan to be executed as of the day and year first
above written.
WITNESSES: MSX INTERNATIONAL, INC.
Delaware Corporation
- --------------------- -------------------------
By: FREDERICK K. MINTURN
- --------------------- Its: Chief Financial Officer
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