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EXHIBIT 10.43
CENTRUM INDUSTRIES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
Effective June 10, 1998
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CENTRUM INDUSTRIES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
PAGE
1. PURPOSE .............................................................1
2. DEFINITIONS .........................................................1
3. ADMINISTRATION ......................................................2
4. ELIGIBILITY AND PARTICIPATION .......................................2
5. DEFERRAL ELECTIONS ..................................................2
6. ACCOUNTS ............................................................2
7. PAYMENT OF ACCOUNT BALANCES .........................................3
8. AMENDMENT AND TERMINATION OF THE PLAN ...............................3
9. MISCELLANEOUS .......................................................4
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CENTRUM INDUSTRIES, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
1. PURPOSE.
The purpose of this Centrum Industries, Inc. Directors Deferred
Compensation Plan is to permit certain members of the Board of
Directors of Centrum Industries, Inc. and certain companies affiliated
with it to elect to defer receipt of all or part of their compensation.
2. DEFINITIONS. As used herein:
"Account" means a deferred compensation memorandum account established
and maintained on the books of the Company to reflect a Director's
interest in the Plan;
"Affiliate" means each corporation (or limited liability company,
partnership, or other unincorporated business entity) 50 percent or
more of the voting shares (or other ownership interests) of which are
owned, directly or indirectly, by the Company;
"Board" means the Board of Directors of the Company;
"CEO" means the Chief Executive Officer of the Company;
"Committee" means a committee, composed of officers and directors of
the Company who are not eligible to participate in the Plan, appointed
by the Board to administer the Plan;
"Company" means Centrum Industries, Inc., a Delaware corporation;
"Compensation" means any fees (including meeting attendance fees)
and/or other form of current cash remuneration for services rendered to
or on behalf of the Company by a Director solely in his capacity as
such;
"Deferral Election" means an election made by a Director pursuant to
and in accordance with Section 5 of the Plan;
"Director" means a member of the Board, or a person who is a director
or the equivalent of or with respect to an Affiliate, eligible to
participate in the Plan pursuant and in accordance with to Section 4 of
the Plan;
"Plan" means this Centrum Industries, Inc. Directors Deferred
Compensation Plan, as from time to time in effect; and
Words of the masculine gender include correlative words of the feminine
and neuter genders and vice versa, and words denoting the singular
include the plural and vice versa.
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3. ADMINISTRATION.
The Plan shall be administered by the Committee. The administrative
powers of the Committee shall include the powers to interpret the Plan
and to exercise full and complete discretion to adopt, modify, and/or
rescind (or to authorize the CEO to adopt, modify, and/or rescind) any
rules, determinations, policies, or procedures deemed necessary or
appropriate for the maintenance and administration of the Plan.
4. ELIGIBILITY AND PARTICIPATION.
Any member of the Board or any person who is a director or the
equivalent of or with respect to an Affiliate who is not an employee of
the Company or of any Affiliate shall be eligible to participate in
this Plan.
5. DEFERRAL ELECTIONS.
5.1 Each Director may elect from time to time, by written notice to the
CEO, to defer his receipt, subject to the provisions of the Plan, of
all or any specified part, up to and including 100 percent, of his
Compensation to be earned thereafter.
5.2 A Director may elect prospectively to change the rate of or revoke
his Deferral Election with respect to his Compensation to be earned in
the future at such times and with such frequency as may be permitted
pursuant to rules and procedures of uniform application adopted by the
Committee. Until so changed or revoked, a Director's Deferral Election
shall remain in effect with respect to all Compensation earned by the
Director after the date thereof.
5.3 Notwithstanding the foregoing provisions of this Section 5, a
Director may make a Deferral Election with respect to all or any
specified part of any unpaid Compensation by written notice to the CEO
given within one month after the date on which this Plan is initially
adopted or, if later, within one month after the date on which such
Director first becomes eligible to participate in this Plan.
6. ACCOUNTS.
6.1 All amounts deferred under the Plan shall be credited by the
Company, as of the date such amounts would otherwise be payable to the
Director in the absence of a Deferral Election, to the Director's
Account and shall, until paid or distributed in full, accrue interest,
compounded quarterly, at an annual rate equal from time to time to the
prime rate reported under "Money Rates" in the Wall Street Journal or
at such other rate as the Committee may at any time and from time to
time designate prospectively.
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6.2 The Company shall be under no duty to segregate or set aside any
amount credited to any Account from the general assets of the Company,
but the Committee may, in its discretion, direct the establishment of
any trusteed, insured, or other payment arrangement from which the
Company's obligations as to a Director under the Plan may be paid. No
Director, beneficiary, estate, or other person claiming through or
under a Director shall have any legal or beneficial property interest
whatsoever in any assets of the Company or in any such payment
arrangement which may be established at the direction of the Committee
except as may be expressly provided by such payment arrangement.
Neither the establishment of an Account nor the crediting of any
amounts thereto nor the establishment of any payment arrangement
(except as may be expressly provided by such payment arrangement) shall
be deemed to create a trust of any kind, any fiduciary relationship
between the Company and any person, or any collateral security for the
Company's obligations under the Plan. To the extent that a Director or
any other person acquires a right to receive any payment from the
Company under this Plan, such right shall be no greater than that of
any other unsecured general creditor of the Company. The Company shall
provide to each Director who has made any Deferral Election, at least
annually, a statement of his Account balance.
7. PAYMENT OF ACCOUNT BALANCES.
The entire amount credited to a Director's Account, including accrued
interest to the date of payment, shall become payable upon termination
of the Director's membership on the Board for any reason. Amounts so
payable shall be paid to the Director in cash in a lump sum or, if and
to the extent the Director has so elected in writing at the time of his
Deferral Elections, in such number, not to exceed 15, of equal annual
installments as the Director has so elected plus interest on the unpaid
balance at the rate from time to time called for under Section 6.1 of
the Plan. In the event of a Director's death before his Account plus
interest has been paid to him in full, the entire amount then credited
to his Account, including accrued interest to the date of payment,
shall be paid in cash in a lump sum to the beneficiary or beneficiaries
named by him in a written designation filed with the Company (or, in
the absence of such a designation, to his estate). All payments
hereunder shall be made or commenced as soon as practicable after a
Director's termination of Board membership but in no event later than
March 31 of the following year.
8. AMENDMENT AND TERMINATION OF THE PLAN.
The Board or the Committee may at any time and from time to time amend,
suspend, or terminate the Plan in whole or in part; provided, however,
that no such amendment, suspension, or termination may, without the
consent of any Director affected thereby, have any adverse retroactive
effect on the rights of any such Director (or any person claiming
through or under him) under the Plan unless required by applicable law.
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9. MISCELLANEOUS.
9.1 At the request of a Director for whom an Account has been
established hereunder or on its own initiative, the Committee may, at
any time and in its sole and unlimited discretion, accelerate the
payment of all or any part of a Director's Account balance.
9.2 Nothing in the Plan shall confer on any Director any right to
continue as a member of the Board.
9.3 Rights under the Plan shall not be assignable or transferable or
subject to encumbrance or charge of any nature, other than by
designation of beneficiary to take effect at death or, in the absence
of such designation, by will or the laws of descent and distribution.
If any Director shall attempt to assign, transfer, encumber or charge
any such right in contravention of the foregoing, or should such right
be subjected to attachment, execution, garnishment, sequestration or
other legal, equitable or other process, it shall thereupon be
forfeited by the Director and pass to such one or more persons as may
be designated by the Committee from among the Director and any spouse,
child, or more remote lineal descendant of such Director.
9.4 The Company shall have the right to deduct from any amount payable
under this Plan and/or from any other compensation payable to a
Director at any time, any taxes required by law to be withheld with
respect to any such amount payable hereunder.
9.5 The Plan shall be binding on and inure to the benefit of the
Company, each Director, and every person claiming through or under a
Director, and their respective heirs, successors, and assigns.
9.6 The laws of the State of Ohio and, to the extent applicable, the
General Corporation Law of the State of Delaware, shall govern the
interpretation, validity, administration, enforcement and performance
of the terms of this Plan regardless of the law that might be applied
under principles of conflicts of laws.
9.7 Deferral Elections under the Plan are intended to defer Directors'
recognition of income, for income tax purposes under the Internal
Revenue Code of 1986, as amended, until their actual receipt of
payments from their Accounts. The Plan shall be interpreted and
administered in a manner consistent with such intent.
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9.8 This Plan shall be effective on and after June 10, 1998.
IN WITNESS WHEREOF, the Board has caused this Plan to be
executed by a duly authorized officer of the Company this ____ day of
___________________, 1998.
CENTRUM INDUSTRIES, INC.
By_____________________________
President
Attest:
_____________________________
Secretary
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