Exhibit 10.2
- --------------------------------------------------------------------------------
JLG INDUSTRIES, INC.
DIRECTORS' DEFERRED COMPENSATION
PLAN
------------------
As Amended and Restated Effective November 1, 2003
- --------------------------------------------------------------------------------
JLG INDUSTRIES, INC. DIRECTORS' DEFERRED
COMPENSATION PLAN
AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 2003
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 ESTABLISHMENT. Effective July 1, 1986, the Company
established the Plan for the benefit of the Participants. The Plan has been
amended and restated effective November 1, 2003.
1.2 PURPOSE. The Plan is an unfunded plan maintained
primarily for the purpose of providing deferred compensation to directors of the
Company who are not employees. The Plan permits Participants to elect to defer
payment of part or all of their Compensation until the termination of their
membership on the Board of Directors in accordance with the terms of the Plan.
The Plan also permits Participants to elect to defer Restricted Shares or the
gain on Options until termination their membership on the Board of Directors, in
accordance with the terms of the Plan. The Plan is not intended to be an equity
compensation plan within the meaning of the New York Stock Exchange shareholder
approval rules because it is intended merely to allow Eligible Directors to
defer receipt of equity compensation earned under the JLG Industries, Inc. Long
Term Incentive Plan.
SECTION 2. PARTICIPATION BY ELIGIBLE DIRECTORS
2.1 ELECTION OF BENEFITS. An Eligible Director may become
a Participant in the Plan by electing to defer, until the termination of his
membership on the Board of Directors, receipt of part or all of the Compensation
to be paid to him by the Company.
2.2 ADVANCE ELECTION. An election to defer the receipt of
Compensation hereunder shall apply only to Compensation earned after the date
the Participant's election is filed with the Administrative Committee.
2.3 ELECTION FILING DEADLINE. Except as provided in the
following sentence, an election to defer Compensation earned in a calendar year
shall be filed with the Administrative Committee before the calendar year
begins. A newly appointed or otherwise newly eligible Eligible Director may file
the requisite election to defer Compensation earned thereafter before the
expiration of 30 days from either (i) his
JLG INDUSTRIES, INC. PAGE 2
DIRECTORS' DEFERRED COMPENSATION PLAN
initial date of appointment, if the Eligible Director is a new appointment, or
(ii) his initial date of eligibility, if the Eligible Director is newly eligible
to participate in the Plan.
2.4 IRREVOCABLE ELECTION. Once filed, an election to
defer Compensation shall be irrevocable and shall remain in effect until the end
of the calendar year to which it pertains. Such election shall automatically
apply to each subsequent calendar year unless the Participant, before the
beginning of the calendar year, revokes his prior election. In that event, he
may file a new election with the Administrative Committee before the beginning
of the calendar year in accordance with Sections 2.3 and 2.5 hereof. An Eligible
Director who does not elect to defer Compensation in one calendar year may elect
to defer Compensation in any subsequent calendar year, provided he remains an
Eligible Director, by electing to defer Compensation in accordance with this
Section 2.
2.5 FORM AND CONTENT OF ELECTION. An election to defer
Compensation hereunder shall be in writing, in a form acceptable to the
Administrative Committee, and shall specify the portion of the Participant's
Compensation to be deferred.
2.6 FORM OF PAYMENT. A Participant electing to defer
Compensation hereunder also shall elect as to whether such deferred Compensation
shall be paid (a) in a single lump sum, or (b) in annual installments over a
period, elected by the Participant, not to exceed fifteen years. An election of
form of payment hereunder shall be in writing in a form acceptable to the
Administrative Committee, and shall be effective as of the date the form is
filed with the Administrative Committee. The election on file with the
Administrative Committee on the date the Participant's membership on the Board
of Directors of the Company terminates shall govern the payment of all amounts
deferred hereunder provided that the election has been in effect for more than
one year (365 days). If the election has not been in effect for more than one
year (365 days), the entire amount deferred hereunder shall be paid in a single
lump sum.
SECTION 3. ACCOUNT
3.1 ACCOUNT. The Company shall maintain for bookkeeping
purposes an Account in the name of each Participant to which shall be credited
the amounts deferred under Section 2 hereof, plus amounts as provided in Section
3.2 hereof.
3.2 INVESTMENT RETURN.
(a) Rate of Return Indices. The Administrative
Committee shall select and maintain one or more rate of return indices as
specified on Exhibit A attached hereto as amended from time to time. To the
extent Compensation deferred hereunder is allocated to one or more of the rate
of return indices, the Compensation shall be
JLG INDUSTRIES, INC. PAGE 3
DIRECTORS' DEFERRED COMPENSATION PLAN
credited with the applicable investment return (or loss) that such Compensation
would have earned if it were invested in the specified index.
(b) Company Stock Unit Fund.
(i) The Administrative Committee shall
maintain a hypothetical investment fund consisting of Company Stock
Units and cash equivalent units. To the extent Compensation deferred
hereunder is allocated to the Company Stock Unit Fund, the Compensation
shall be converted to the number of Company Stock Units equal to the
maximum number of whole Shares that could have been purchased with such
Compensation at a price determined as follows: the Fair Market Value of
Shares on the trading day immediately preceding the date on which the
Compensation would have been paid in the absence of a deferral
election. If amounts previously deferred are reallocated to the Company
Stock Unit Fund, the reallocated amounts shall be converted to the
number of Company Stock Units equal to the maximum number of whole
Shares that could have been purchased with such amounts at a price
equal to the average Fair Market Value of Shares during the 20 trading
days preceding the date of the reallocation.
(ii) After the conversion described in
the preceding paragraph has been performed, any deferred Compensation
or reallocated amount equal to a fractional Share shall be credited to
a Participant's Account as cash equivalent units.
(iii) Each time a dividend is paid with
respect to Shares, an equivalent amount shall be determined with
respect to a Participant's Company Stock Units and shall be credited to
the Participant's Account as cash equivalent units.
(iv) Amounts credited as cash equivalent
units pursuant to the preceding two paragraphs shall be credited with
interest (also in the form of cash equivalent units) as of the end of
each calendar quarter at a rate equal to the average rate of return for
the quarter on the money market index specified on Exhibit A attached
hereto. Immediately after the quarterly interest has been credited, all
cash equivalent units credited to a Participant's Account shall be
converted to the number of Company Stock Units equal to the maximum
number of whole Shares that could have been purchased with an
equivalent amount of cash at a price equal to the average Fair Market
Value of Shares during the 20 trading days preceding the conversion
date.
(v) After the conversion described in
the preceding paragraph has been performed, any cash equivalent units
equal to a fractional
JLG INDUSTRIES, INC. PAGE 4
DIRECTORS' DEFERRED COMPENSATION PLAN
Share shall remain credited to a Participant's Account as cash
equivalent units, and shall be credited with interest at the end of
each subsequent calendar quarter until they can be converted to Company
Stock Units as provided in paragraph (iv), above.
(vi) After a Company Stock Unit has been
credited to the Participant's Account, the value of the Company Stock
Unit shall be equal to the Fair Market Value of a Share. In the event
that there is any change in the Shares through merger, consolidation,
reorganization, recapitalization, or otherwise; or if there is any
dividend on the Shares, payable in Shares; or if there is a stock split
or a combination of Shares; the Board of Directors may adjust the
number of Company Stock Units credited to a Participant's Account as it
deems equitable in its absolute discretion to prevent dilution or
enlargement of the rights of the Participant; provided that any
fractional shares resulting from such adjustments shall be eliminated.
(c) Designation of Investment Return.
(i) Each Participant shall specify in
writing, at the time he completes his election to participate under
Section 2 hereof, and in a form acceptable to the Administrative
Committee, how any amounts to be deferred hereunder in the future shall
be allocated among the rate of return indices specified on Exhibit A
attached hereto and the Company Stock Fund.
(ii) The Administrative Committee may,
in its discretion and from time to time, permit a Participant to change
any election previously made with respect to the allocation of amounts
to be deferred hereunder in the future, subject to such conditions and
such limitations as the Administrative Committee may prescribe. Any
such change in election shall be in writing and in a form acceptable to
the Administrative Committee.
(iii) The Administrative Committee may,
in its discretion and from time to time, permit a Participant to elect
to reallocate amounts from one rate of return index to another, or to
reallocate amounts from a rate of return index to the Company Stock
Unit Fund, subject to such conditions and such limitations as the
Administrative Committee may prescribe; provided that a Participant
shall be permitted, at least once per calendar month, to reallocate
amounts from one rate of return to another. Any such reallocation
election shall be in writing and in a form acceptable to the
Administrative Committee.
(iv) During the period commencing 6
months after the Participant's membership on the Board terminates and
ending 66 months after the Participant's membership on the Board
terminates, the Participant may elect
JLG INDUSTRIES, INC. PAGE 5
DIRECTORS' DEFERRED COMPENSATION PLAN
to reallocate all or any portion of his Account from the Company Stock
Unit Fund to any of the rate of return indices specified on Exhibit A.
Except as provided in the preceding sentence, any amount that has been
allocated to the Company Stock Unit Fund may not be reallocated to any
rate of return index.
(v) The Administrative Committee may
require that any election under this Section 3.2 apply to the entire
amount to which it pertains (e.g., 100% of the Participant's future
contributions) or to such percentage or percentages of that amount as
the Administrative Committee may specify (e.g., increments of 5%).
(vi) If a Participant fails to specify a
rate of return index with respect to Compensation deferred hereunder,
the Participant shall be presumed to have specified that his entire
Account be allocated to the index determined by the Administrative
Committee to represent the lowest risk of principal loss.
(c) Crediting Investment Returns. The balance
credited to the Participant's Account as of the last day of the prior month and
allocated to one or more rate of return indices shall be credited with the
applicable investment return (or loss) as of the last day of the month of
crediting. All references herein to Compensation that is deferred pursuant to
the Plan shall be deemed to include such deferred Compensation plus any
investment return (or loss) credited pursuant to this Section 3.2. The balance
credited to the Participant's Account as of the last day of the prior month and
allocated to the Company Stock Unit Fund shall be credited with the applicable
investment return (or loss) as provided in Section 3.2(b), above.
3.3 NONFORFEITABILITY OF ACCOUNTS. Subject to the
limitations of Section 6 hereof, balances credited to Participants' Accounts
shall be nonforfeitable.
SECTION 4. DISTRIBUTIONS OF AMOUNTS CREDITED UNDER SECTION 3.1
4.1 PAYMENT. The amount credited to a Participant's
Account pursuant to Section 3 hereof shall be paid, or payments shall commence,
as soon as practicable following the termination of the Participant's membership
on the Board of Directors. All such payments (including payments from the
Company Stock Unit Fund) shall be made in cash. If the Participant elects to
receive his deferred Compensation in annual installments, the amount of the
first installment shall be the value of the deferred Compensation that is
subject to such election on the date as of which the installment is paid,
multiplied by a fraction, the numerator of which is one and the denominator of
which is the total number of installments. The amount of each remaining
installment shall be the value of the unpaid deferred Compensation that is
subject to such election on the date as of which the installment is paid,
multiplied by a fraction, the numerator of
JLG INDUSTRIES, INC. PAGE 6
DIRECTORS' DEFERRED COMPENSATION PLAN
which is one and the denominator of which is the remaining number of
installments to be paid.
4.2 DEATH OF PARTICIPANT.
(a) Amount of Death Benefit. Any amount credited
to a Participant's Account under Section 3.1 hereof that is unpaid at the time
of the Participant's death shall be paid in a single lump sum to the Beneficiary
designated by the Participant.
(b) Payment of Death Benefits. A distribution
pursuant to this Section 4.2 shall be made to the Participant's Beneficiary
within 90 days after the Administrative Committee receives written notification
of the Participant's death, together with any additional information or
documentation that the Administrative Committee determines to be necessary or
appropriate before it makes the distribution.
4.3 HARDSHIP DISTRIBUTIONS. At any time, upon the written
application of the Participant, the Administrative Committee may (i) reduce or
eliminate the Participant's future deferrals of Compensation credited to the
Participant's Account under Section 3.1 hereunder, or (ii) accelerate and pay in
a lump sum to the Participant all or part of the balance of the Compensation
deferred hereunder, or both, if the Administrative Committee finds, in its sole
discretion, that the Participant has incurred or will incur a severe financial
hardship resulting from an accident or illness with respect to the Participant,
his spouse, or his dependent (as defined in section 152 of the Code), or other
event beyond the Participant's control. In such circumstances, the
Administrative Committee shall reduce or eliminate the future deferrals and/or
accelerate the payment only to the extent reasonably necessary to eliminate or
to avoid the severe financial hardship.
4.4 EFFECT OF DISTRIBUTIONS ON INVESTMENT RETURN. If any
amount credited to a Participant's Account under Section 3.1 hereof is allocated
to more than one rate of return index, or is allocated in part to the Company
Stock Unit Fund and in part to one or more rate of return indices, any
distribution of part, but not all, of such Account shall be debited pro rata
from the Company Stock Unit Fund (if applicable) and any return index to which
the Participant's Account is allocated at the time of the distribution.
SECTION 5. DEFERRALS OF EQUITY-BASED AWARDS
5.1 ELECTION TO DEFER. An Eligible Director may become a
Participant in the Plan by making an irrevocable election to defer, until his
termination of membership on the Board of Directors, receipt of part or all of a
Restricted Share award, or part or all of the gain on an Option, provided that
the Administrative Committee
JLG INDUSTRIES, INC. PAGE 7
DIRECTORS' DEFERRED COMPENSATION PLAN
accepts such election. The Administrative Committee may, in its sole discretion,
reject any deferral election tendered pursuant to this Section 5 either in its
entirety or with respect to a portion of the Restricted Share award or Option
gain covered by the election. The Administrative Committee shall notify the
Eligible Director of the extent to which the Committee has accepted the deferral
election as soon as practicable after the Committee receives the election. To
the extent that the Administrative Committee accepts an Eligible Director's
deferral election, any amount deferred pursuant to the election, and any
investment returns (or losses) on such amount, shall be credited to an Equity
Deferral Subaccount and shall be subject to this Section 5.
5.2 DEFERRAL OF RESTRICTED SHARES. An Eligible Director
may elect to defer part or all of a Restricted Share award by surrendering the
Restricted Shares to the Administrative Committee at least 12 months before the
Restricted Shares would otherwise vest, and receiving instead Company Stock
Units subject to any restrictions that applied to the Restricted Shares as of
the date they were surrendered. The Company Stock Units shall be credited to the
Eligible Director's Equity Deferral Subaccount and shall vest or be forfeited at
the time when the corresponding Restricted Shares would have vested or been
forfeited. The Administrative Committee may, in its sole discretion, waive the
12-month advance election requirement and permit an Eligible Director to defer
Restricted Shares with a vesting date less than 12 months after the date of the
deferral election.
5.3 DEFERRAL OF OPTION GAIN. An Eligible Director may
elect to defer part or all of the gain on an Option exercise by submitting an
irrevocable deferral election to the Administrative Committee at least 12 months
before the Eligible Director exercises the Option. Except as provided in the
following sentence, an Eligible Director who has submitted a deferral election
may not exercise the Option during the 12 months following the date of the
deferral election. The Eligible Director may exercise the Option during the 12
months following the deferral election if (i) a Change in Control occurs, or
(ii) the Eligible Director's membership on the Board of Directors terminates and
the Option would otherwise expire unexercised. When an Eligible Director
exercises an Option subject to a deferral election, the Eligible Director shall
receive Company Stock Units equal to the amount by which the Fair Market Value
of the Option Shares on the date of exercise exceeds the exercise price. The
Company Stock Units shall be credited to the Eligible Director's Equity Deferral
Subaccount and shall be subject to any restrictions that would have applied to
the Shares the Eligible Director would have received upon exercising the Option
in the absence of a deferral election.
5.4 DIVIDEND EQUIVALENTS. Each time a dividend is paid
with respect to Shares, an equivalent amount shall be determined with respect to
a Participant's Company Stock Units and shall be credited to the Participant's
Equity Deferral Subaccount as cash equivalent units; provided, however, that a
Participant shall receive dividend equivalent credits only to the extent, and
only under the conditions, that the
JLG INDUSTRIES, INC. PAGE 8
DIRECTORS' DEFERRED COMPENSATION PLAN
Participant would have received dividends or dividend equivalents on the
Restricted Shares or Option Shares that were converted to Company Stock Units.
The cash equivalent units shall be credited with interest (also in the form of
cash equivalent units) as of the end of each calendar quarter at a rate equal to
the average rate of return for the quarter on the money market index specified
on Exhibit A attached hereto. Cash equivalent units credited to the
Participant's Equity Deferral Subaccount under this Section 5.4 may not be
converted to Company Stock Units or reallocated to any other rate of return
index.
5.5 HOLDING AND DISTRIBUTING COMPANY STOCK UNITS. Company
Stock Units credited to a Participant's Equity Deferral Subaccount under Section
5.2 or 5.3 shall be subject to Section 3.2(b)(vi), above. Company Stock Units
credited to a Participant's Equity Deferral Subaccount may not be reallocated to
any rate of return index. When the Participant's membership on the Board of
Directors terminates for any reason, any Company Stock Units credited to his
Equity Deferral Subaccount shall be converted to an equivalent number of Shares
and distributed in a single lump sum to the Participant (or to the Beneficiary
of a deceased Participant) as soon as practicable after the termination date,
and any cash equivalent units shall be distributed in a single lump sum in cash
at the same time. The Company Stock Units credited to a Participant's Equity
Deferral Subaccount may not be distributed in cash. The Company shall impose
such conditions on Shares delivered to a Participant as it may deem advisable in
order to comply with the Securities Act of 1933, as amended, the requirements of
the New York Stock Exchange or any other stock exchange or automated quotation
system upon which securities of the company is listed or traded, any state
securities laws applicable to such a transfer, any provision of the Company's
certificate of incorporation or by-laws, or any other law, regulation or binding
contract to which the Company is a party.
SECTION 6. NATURE OF PARTICIPANT'S INTEREST IN PLAN
6.1 NO RIGHT TO ASSETS. Participation in the Plan does
not create, in favor of any Participant or Beneficiary, any right or lien in or
against any asset of the Company. Nothing contained in the Plan, and no action
taken under its provisions, will create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Company and a Participant or any
other person. The Company's promise to pay benefits under the Plan will at all
times remain unfunded as to each Participant and Beneficiary, whose rights under
the Plan are limited to those of a general and unsecured creditor of the
Company.
6.2 NO RIGHT TO TRANSFER INTEREST. Rights to benefits
payable under the Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, or encumbrance. However, the
Administrative Committee may permit a Participant or Beneficiary to enter into a
revocable arrangement to pay all or part of his benefits under the Plan to a
revocable grantor trust (a so-called "living trust").
JLG INDUSTRIES, INC. PAGE 9
DIRECTORS' DEFERRED COMPENSATION PLAN
In addition, the Administrative Committee may recognize the right of an
alternate payee named in a domestic relations order to receive all or part of a
Participant's benefits under the Plan, but only if (a) the domestic relations
order would be a "qualified domestic relations order" within the meaning of
section 414(p) of the Code (if section 414(p) applied to the Plan), (b) the
domestic relations order does not attempt to give the alternate payee any right
to any asset of the Company, (c) the domestic relations order does not attempt
to give the alternate payee any right to receive payments under the Plan at a
time or in an amount that the Participant could not receive under the Plan, and
(d) the amount of the Participant's benefits under the Plan are reduced to
reflect any payments made or due the alternate payee.
6.3 NO RIGHT TO BOARD MEMBERSHIP. No provisions of the
Plan and no action taken by the Company, the Board of Directors, the
Compensation Committee or the Administrative Committee will give any person any
right to be retained as a member of the Board of Directors.
6.4 WITHHOLDING AND TAX LIABILITIES. The amount of any
withholdings required to be made by any government or government agency will be
deducted from benefits paid under the Plan to the extent deemed necessary by the
Administrative Committee. In addition, the Participant or Beneficiary (as the
case may be) will bear the cost of any taxes not withheld on benefits provided
under the Plan, regardless of whether withholding is required. The Company does
not warrant that the Plan will be effective to defer the recognition of federal,
state, or local tax with respect to any amount credited to a Participant's
Account.
SECTION 7. ADMINISTRATION, INTERPRETATION, AND MODIFICATION OF PLAN
7.1 PLAN ADMINISTRATOR. The Administrative Committee will
administer the Plan.
7.2 POWERS OF COMMITTEE. The Administrative Committee's
powers include, but are not limited to, the power to adopt rules consistent with
the Plan; the power to decide all questions relating to the interpretation of
the terms and provisions of the Plan; the power to determine the number and
nature of the rate of return indices specified on Exhibit A attached hereto; the
power to compute the amount of benefits that shall be payable to any Participant
or Beneficiary in accordance with the provisions of the Plan, and in the event
that the Administrative Committee determines that excessive benefits have been
paid to any person, the Administrative Committee may suspend payment of future
benefits to such person or his Beneficiary or reduce the amount of such future
benefits until the excessive benefits and any interest thereon determined by the
Committee have been recovered; and the power to resolve all other questions
arising under the Plan (including, without limitation, the power to remedy
JLG INDUSTRIES, INC. PAGE 10
DIRECTORS' DEFERRED COMPENSATION PLAN
possible ambiguities, inconsistencies, or omissions by a general rule or
particular decision). The Administrative Committee has discretionary authority
to exercise each of the foregoing powers. The Administrative Committee shall
decide claims and appeals under the Plan pursuant to the claims procedures
established for the JLG Industries, Inc. Employees' Retirement Savings Plan.
7.3 FINALITY OF COMMITTEE DETERMINATIONS. Determinations
by the Administrative Committee and any interpretation, rule, or decision
adopted by the Administrative Committee under the Plan or in carrying out or
administering the Plan will be final and binding for all purposes and upon all
interested persons, their heirs, and their personal representatives.
7.4 REQUIRED INFORMATION. Any person eligible to receive
benefits hereunder shall furnish to the Administrative Committee any information
or proof requested by the Administrative Committee and reasonably required for
the proper administration of the Plan. Failure on the part of any person to
comply with any such request within a reasonable period of time shall be
sufficient grounds for delay in the payment of any benefits that may be due
under the Plan until such information or proof is received by the Administrative
Committee. If any person claiming benefits under the Plan makes a false
statement that is material to such person's claim for benefits, the
Administrative Committee may offset against future payments any amount paid to
such person to which such person was not entitled under the provisions of the
Plan.
7.5 INCAPACITY. If the Administrative Committee
determines that any person entitled to benefits under the Plan is unable to care
for his affairs because of illness or accident, any payment due (unless a duly
qualified guardian or other legal representative has been appointed) may be paid
for the benefit of such person to his spouse, parent, brother, sister, or other
party deemed by the Administrative Committee to have incurred expenses for such
person.
7.6 AMENDMENT, SUSPENSION, AND TERMINATION.
(a) Board of Directors. The Board of Directors has
the right by written resolution to amend, suspend, or terminate the Plan at any
time; provided that no such amendment, suspension, or termination of the Plan
shall divest any Participant of the balance credited to his Account as of the
effective date of such amendment, suspension, or termination, except to the
extent that an affected Participant consents in writing to the amendment,
suspension, or termination.
(b) Administrative Committee. The Board of Directors
delegates to the Administrative Committee the right by written resolution to
amend the Plan for the limited purpose of amending Exhibit A of the Plan.
JLG INDUSTRIES, INC. PAGE 11
DIRECTORS' DEFERRED COMPENSATION PLAN
7.7 POWER TO DELEGATE AUTHORITY.
(a) Board of Directors. The Board of Directors may,
in its sole discretion, delegate to any person or persons all or part of its
authority and responsibility under the Plan, including, without limitation, the
authority to amend the Plan.
(b) Administrative Committee. The Administrative
Committee may, in its sole discretion, delegate to any person or persons all or
part of its authority and responsibility under the Plan.
7.8 HEADINGS. The headings used in this document are for
convenience of reference only and may not be given any weight in interpreting
any provision of the Plan.
7.9 SEVERABILITY. If any provision of the Plan is held
illegal or invalid for any reason, the illegality or invalidity of that
provision will not affect the remaining provisions of the Plan, and the Plan
will be construed and enforced as if the illegal or invalid provision had never
been included in the Plan.
7.10 GOVERNING LAW. The Plan will be construed,
administered, and regulated in accordance with the laws of the Commonwealth of
Pennsylvania, except to the extent that those laws are preempted by federal law.
7.11 COMPLETE STATEMENT OF PLAN. This Plan contains a
complete statement of its terms. The Plan may be amended, suspended, or
terminated only in writing and then only as provided in Section 7.6. A
Participant's right to any benefit of a type provided under the Plan will be
determined solely in accordance with the terms of the Plan. No other evidence,
whether written or oral, will be taken into account in interpreting the
provisions of the Plan.
SECTION 8. DEFINITIONS
8.1 GENDER AND NUMBER. In order to shorten and to improve
the understandability of the Plan document by eliminating the repeated usage of
such phrases as "his or her" and "Director or Directors," any masculine
terminology herein shall also include the feminine and neuter, and the
definition of any term herein in the singular shall also include the plural,
except when otherwise indicated by the context.
8.2 DEFINITIONS. The following words and phrases as used
in the Plan have the following meanings:
"ACCOUNT" means the bookkeeping account established for each
Participant under Section 3.1 hereof. If applicable, each Account shall
include an
JLG INDUSTRIES, INC. PAGE 12
DIRECTORS' DEFERRED COMPENSATION PLAN
Equity Deferral Subaccount.
"ADMINISTRATIVE COMMITTEE" means the Administrative Committee
appointed to administer the Savings Plan. However, following a Change
in Control, "Administrative Committee" means the trustee under the
grantor trust maintained by the Company in connection with the Plan.
"ASSOCIATE" has the meaning assigned to that term for purposes
of Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act.
"BENEFICIAL OWNER" means the following: a Person is deemed to
be the "Beneficial Owner" of, to "Beneficially Own," and to have
"Beneficial Ownership" of, any securities:
(1) which such Person or any of such Person's
Securities Law or Associates beneficially owns, directly or
indirectly;
(2) which such Person or any of such Person's
Securities Law or Associates has (A) the right or obligation
to acquire (whether such right or obligation is exercisable or
effective immediately or only after the passage of time)
pursuant to any agreement, arrangement, or understanding
(whether or not in writing) or upon the exercise of conversion
rights, exchange rights, rights, warrants or options, or
otherwise; provided that a Person shall not be deemed the
"Beneficial Owner" of, or to "Beneficially Own," or to have
"Beneficial Ownership" of, securities tendered pursuant to a
tender or exchange offer made by such Person or any of such
Person's Securities Law or Associates until such tendered
securities are accepted for purchase or exchange; or (B) the
right to vote pursuant to any agreement, arrangement, or
understanding (whether or not in writing); provided that a
Person shall not be deemed the "Beneficial Owner" of, or to
"Beneficially Own," or to have "Beneficial Ownership" of, any
security under this clause (B) if the agreement, arrangement,
or understanding to vote such security (i) arises solely from
a revocable proxy given in response to a public proxy or
consent solicitation made pursuant to, and in accordance with,
the applicable rules and regulations of the Securities
Exchange Act, and (ii) is not also then reported by such
Person on Schedule 13D under the Securities Exchange Act (or
any comparable or successor report); or
(3) which are beneficially owned, directly or
indirectly, by any other Person (or any Securities Law or
Associate thereof) with which such Person or any of such
Person's Securities Law or Associates has any agreement,
arrangement, or understanding (whether or not in writing) or
JLG INDUSTRIES, INC. PAGE 13
DIRECTORS' DEFERRED COMPENSATION PLAN
with which such Person or any of such Person's Securities Law
have otherwise formed a group for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy as
described in clause (B)(i) of paragraph (2), above), or
disposing of any securities of the Company.
"BENEFICIARY" means the person designated by a Participant to
receive benefits under the Plan after the Participant's death. Such a
designation shall be in writing in a form acceptable to the
Administrative Committee, and shall be effective as of the date the
form is filed with the Administrative Committee. If a Participant dies
before receiving the entire amount due to him under the Plan, and he
has failed to designate a Beneficiary or his designated Beneficiary
fails to survive him, his Beneficiary will be the person to whom he is
married at the time of his death, or if he is not married at that time,
his Beneficiary will be the executor of his will or the administrator
of his estate. A Participant may revoke a prior designation of a
Beneficiary at any time before the Participant's death by filing a new
form with the Administrative Committee.
"BOARD OF DIRECTORS" means the Board of Directors of the
Company.
"CHANGE IN CONTROL" means the first to occur of the following
events:
(1) an acquisition (other than directly from the
Company) of securities of the Company by any Person,
immediately after which such Person, together with all
Securities Law and Associates of such Person, becomes the
Beneficial Owner of securities of the Company representing 25
percent or more of the Voting Power; provided that, in
determining whether a Change in Control has occurred, the
acquisition of securities of the Company in a Non-Control
Acquisition will not constitute an acquisition that would
cause a Change in Control; or
(2) three or more directors, whose election or
nomination for election is not approved by a majority of the
members of the Incumbent Board then serving as members of the
Board of Directors, are elected within any single 12-month
period to serve on the Board of Directors; provided that an
individual whose election or nomination for election is
approved as a result of either an actual or threatened
Election Contest or Proxy Contest, including by reason of any
agreement intended to avoid or settle any Election Contest or
Proxy Contest, will be deemed not to have been approved by a
majority of the Incumbent Board for purposes of this
definition; or
(3) members of the Incumbent Board cease for any
reason to constitute at least a majority of the Board of
Directors; or
JLG INDUSTRIES, INC. PAGE 14
DIRECTORS' DEFERRED COMPENSATION PLAN
(4) approval by shareholders of the Company of:
(A) a merger, consolidation, or
reorganization involving the Company, unless
(i) the shareholders of the
Company, immediately before the merger,
consolidation, or reorganization, own,
directly or indirectly immediately following
such merger, consolidation, or
reorganization, at least 75 percent of the
combined voting power of the outstanding
voting securities of the corporation
resulting from such merger, consolidation,
or reorganization in substantially the same
proportion as their ownership of the voting
securities immediately before such merger,
consolidation, or reorganization;
(ii) individuals who were members
of the Incumbent Board immediately prior to
the execution of the agreement providing for
such merger, consolidation, or
reorganization constitute at least a
majority of the board of directors of the
Surviving Corporation; and
(iii) no Person (other than (1) the
Company or any Subsidiary thereof, (2) any
employee benefit plan (or any trust forming
a part thereof) maintained by the Company,
any Subsidiary thereof, or the Surviving
Corporation, or (3) any Person who,
immediately prior to such merger,
consolidation, or reorganization, had
Beneficial Ownership of securities
representing 25 percent or more of the
Voting Power) has Beneficial Ownership of
securities representing 25 percent or more
of the combined voting power of the
Surviving Corporation's then outstanding
voting securities;
(B) a complete liquidation or dissolution of
the Company; or
(C) an agreement for the sale or other
disposition of all or substantially all of the assets
of the Company to any Person (other than a transfer
to a Subsidiary of the Company).
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
"COMPANY" means JLG Industries, Inc., and any successor to JLG
JLG INDUSTRIES, INC. PAGE 15
DIRECTORS' DEFERRED COMPENSATION PLAN
Industries, Inc.
"COMPANY STOCK UNIT" means a hypothetical investment unit
whose value is equal to the Fair Market Value of one Share.
"COMPANY STOCK UNIT FUND" means a hypothetical investment fund
consisting of Company Stock Units and cash equivalent units.
"COMPENSATION" means the director's fees and all other amounts
paid in cash to the director by the Company for services as a director
that Eligible Directors may elect to defer under the Plan.
"Compensation" shall not include Restricted Shares, Options, or gain on
Options.
"COMPENSATION COMMITTEE" means the Compensation Committee of
the Board of Directors.
"EFFECTIVE DATE" means November 1, 2003.
"ELECTION CONTEST" means an election contest described in Rule
14a-11 promulgated under the Securities Exchange Act.
"ELIGIBLE DIRECTOR" means a non-employee director of the
Company; provided that, on and after a Change in Control, each director
of the Company who was an Eligible Director immediately before the
Change in Control shall remain an Eligible Director as long as the
director is a non-employee member of the Board of Directors.
"EQUITY DEFERRAL SUBACCOUNT" means the subaccount within the
Participant's Account to which amounts deferred under Section 5 are
credited as described in Section 5.1 hereof.
"FAIR MARKET VALUE" means, when used in connection with the
Shares on a certain date, the fair market value of a Share as
determined by the Administrative Committee, and shall be deemed equal
to the mean of the high and low prices at which Shares are traded on
such date (or on the next preceding day for which such information is
ascertainable at the time of the Committee's determination) as reported
for such date by The Wall Street Journal (or if Shares are not traded
on such date, on the next preceding day on which Shares are traded) (or
if Shares are traded on such date but no edition of The Wall Street
Journal reporting such prices for such date is published, the fair
market value shall be deemed equal to the mean of the high and low
prices at which shares are traded on such date as reported through the
National Association of Securities Dealers Automated Quotation System
in any other
JLG INDUSTRIES, INC. PAGE 16
DIRECTORS' DEFERRED COMPENSATION PLAN
newspaper).
"FISCAL YEAR" means the twelve-month period beginning August
1st and ending on the subsequent July 31st.
"INCUMBENT BOARD" means individuals who, as of the close of
business on the Effective Date, are members of the Board of Directors;
provided that, if the election, or nomination for election by the
Company's shareholders, of any new director was approved by a vote of
at least 75 percent of the Incumbent Board, such new director shall,
for purposes of the Plan, be considered as a member of the Incumbent
Board; provided further that no individual shall be considered a member
of the Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened Election Contest or other
actual or threatened Proxy Contest, including by reason of any
agreement intended to avoid or settle any Election Contest or Proxy
Contest.
"NON-CONTROL ACQUISITION" means an acquisition by (1) an
employee benefit plan (or a trust forming a part thereof) maintained by
(A) the Company or (B) any of its Subsidiaries, (2) the Company or any
of its Subsidiaries, or (3) any Person in connection with a Non-Control
Transaction.
"NON-CONTROL TRANSACTION" means any transaction described in
clauses (4)(A)(i) through (iii) of the definition of "Change in
Control."
"OPTION" means a non-qualified stock option granted to an
Eligible Director under the JIG Industries, Inc. Long Term Incentive
Plan, or any successor plan.
"PARTICIPANT" means an Eligible Director who becomes a
participant in the Plan in accordance with Section 2.1 hereof and who
has not been paid all Compensation deferred by the Participant under
the Plan.
"PERSON" means any individual, firm, corporation, partnership,
joint venture, association, trust, or other entity.
"PLAN" means the "JLG Industries, Inc. Directors' Deferred
Compensation Plan" as set forth herein and as amended from time to
time.
"PROXY CONTEST" means a solicitation of proxies or consents by
or on behalf of a Person other than the Board of Directors.
"RESTRICTED SHARES" means restricted shares acquired by an
Eligible Director under the JLG Industries, Inc. Long Term Incentive
Plan, or any
JLG INDUSTRIES, INC. PAGE 17
DIRECTORS' DEFERRED COMPENSATION PLAN
successor plan.
"SAVINGS PLAN" means the JLG Industries, Inc. Employees'
Retirement Savings Plan effective as of January 1, 1995, and as amended
from time to time.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended and in effect from time to time.
"SECURITIES LAW AFFILIATE" means an "affiliate" as defined for
purposes of Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act.
"SHARES" means shares of the Company's $.20 par value common
stock.
"SUBSIDIARY" of any Person means any corporation or other
entity of which at least 80 percent (or such lesser percentage as the
Administrative Committee may determine) of the voting power of the
voting equity securities or voting interest therein is owned, directly
or indirectly, by such Person.
"SURVIVING CORPORATION" means a corporation resulting from a
merger, consolidation, or reorganization described in paragraph
(4)(A)(i) of the definition of "Change in Control."
"VOTING POWER" means the voting power of all securities of the
Company then outstanding generally entitled to vote for the election of
directors of the Company.
JLG INDUSTRIES, INC.
ATTEST: ____________________ BY: _________________________
TITLE: _____________________ TITLE: ______________________
JLG INDUSTRIES, INC.
DIRECTORS' DEFERRED COMPENSATION
PLAN
AS AMENDED AND RESTATED EFFECTIVE NOVEMBER 1, 2003
TABLE OF CONTENTS
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1. ESTABLISHMENT............................................ 1
1.2. PURPOSE.................................................. 1
SECTION 2. PARTICIPATION BY ELIGIBLE DIRECTORS
2.1. ELECTION OF BENEFITS..................................... 1
2.2. ADVANCE ELECTION......................................... 1
2.3. ELECTION FILING DEADLINE................................. 1
2.4. IRREVOCABLE ELECTION..................................... 2
2.5. FORM AND CONTENT OF ELECTION............................. 2
2.6. FORM OF PAYMENT.......................................... 2
SECTION 3. ACCOUNT
3.1. ACCOUNT.................................................. 2
3.2. INVESTMENT RETURN........................................ 2
3.3. NONFORFEITABILITY OF ACCOUNTS............................ 5
SECTION 4. DISTRIBUTIONS OF AMOUNTS CREDITED UNDER SECTION 3.1
4.1. PAYMENT................................................... 5
4.2. DEATH OF PARTICIPANT...................................... 6
4.3. HARDSHIP DISTRIBUTIONS.................................... 6
4.4. EFFECT OF DISTRIBUTIONS ON INVESTMENT RETURN.............. 6
-i-
SECTION 5. DEFERRALS OF EQUITY-BASED AWARDS
5.1. ELECTION TO DEFER......................................... 6
5.2. DEFERRAL OF RESTRICTED SHARES............................. 7
5.3. DEFERRAL OF OPTION GAIN................................... 7
5.4. DIVIDEND EQUIVALENTS...................................... 7
5.5. HOLDING AND DISTRIBUTING COMPANY STOCK UNITS.............. 8
SECTION 6. NATURE OF PARTICIPANT'S INTEREST IN PLAN
6.1. NO RIGHT TO ASSETS........................................ 8
6.2. NO RIGHT TO TRANSFER INTEREST............................. 8
6.3. NO RIGHT TO BOARD MEMBERSHIP.............................. 9
6.4. WITHHOLDING AND TAX LIABILITIES........................... 9
SECTION 7. ADMINISTRATION, INTERPRETATION, AND MODIFICATION OF PLAN
7.1. PLAN ADMINISTRATOR........................................ 9
7.2. POWERS OF COMMITTEE ...................................... 9
7.3. FINALITY OF COMMITTEE DETERMINATIONS...................... 10
7.4. REQUIRED INFORMATION...................................... 10
7.5. INCAPACITY .............................................. 10
7.6. AMENDMENT, SUSPENSION, AND TERMINATION.................... 10
7.7. POWER TO DELEGATE AUTHORITY............................... 11
7.8. HEADINGS.................................................. 11
7.9. SEVERABILITY.............................................. 11
7.10. GOVERNING LAW............................................. 11
7.11. COMPLETE STATEMENT OF PLAN................................ 11
SECTION 8. DEFINITIONS............................................. 11
8.1. GENDER AND NUMBER........................................ 11
8.2. DEFINITIONS............................................... 11
-ii-