EXHIBIT 10.8
DEFERRED COMPENSATION PLAN
FOR
CORPORATE OFFICERS OF
SONOCO PRODUCTS COMPANY
TABLE OF CONTENTS
ARTICLE I STATEMENT OF PURPOSE ............................ 1
ARTICLE II DEFINITIONS ..................................... 2-3
ARTICLE III ELIGIBILITY AND PARTICIPATION ................... 4-5
ARTICLE IV DEFERRED COMPENSATION ELECTIONS ................. 6
ARTICLE V CREDITS TO DEFERRAL ACCOUNTS .................... 7-8
ARTICLE VI ADMINISTRATIVE COMMITTEE ........................ 9
ARTICLE VII AMENDMENT AND TERMINATION ....................... 10
ARTICLE VIII MISCELLANEOUS ................................... 11-12
ARTICLE IX CONSTRUCTION .................................... 13
SONOCO PRODUCTS COMPANY
DEFERRED COMPENSATION PLAN
FOR KEY EMPLOYEES
ARTICLE I
STATEMENT OF PURPOSE
The purpose of this plan is to provide key employees of Sonoco
Products Company (the "Company") the opportunity to defer receipt of
compensation earned as an employee to a date following termination of
employment. This deferral opportunity is designed to help the Company to
attract and retain outstanding individuals as employees of the Company through
enhancement of the value of the compensation paid to such individuals.
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ARTICLE II
DEFINITIONS
When used herein the following terms shall have the meanings indicated
unless a different meaning is clearly required by the context.
1. "Company": Sonoco Products Company, a South Carolina
Corporation, and its corporate successors.
2. "Committee": The Administrative Committee appointed by the
Board of Directors of the Company to administer this plan.
3. "Key Employee": Any person who is serving as an officer of the
Company.
4. "Participant": An employee or former employee who has
deferred fees hereunder and has a credit balance in his
deferred compensation account.
5. "Termination Date": The date of termination of an employee's
service with the Company.
6. "Plan": The Deferred Compensation Plan for Key Employees of
Sonoco Products Company as contained herein, and as may be
amended from time to time hereafter.
7. "Plan Year": The period commencing January 1 and ending
December 31.
8. "Stock EQuivalent Account": The account described in Article
V.
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9. "Interest Account": The account described in Article V.
10. "Compensation": Salary and incentive compensation earned from
both the annual and long term plans.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
1. Key Employees of the Company are eligible to become participants in
the plan, subject to approval of the Board of Directors.
2. An eligible Employee participates in the plan by irrevocably electing
on an annual basis, in the manner specified herein, to defer future
compensation at an annual rate for one (I) or four (4) consecutive
calendar years.
3. An eligible Employee may elect to defer receipt of an annual minimum
of $5,000 and an annual maximum of fifty (50) percent of the
compensation (salary and incentive) earned during the year the
deferral choice is made.
4. An eligible Employee becomes a Participant in the Plan upon the
execution and delivery of a Deferred Compensation Agreement. Such
Agreement must be executed in all cases on or before December 31 to
defer compensation to be earned in succeeding calendar years.
(a) During the first year of the deferral period, the annual
amount of compensation to be deferred shall be deferred from salary on
a monthly basis ratably over the year. For subsequent years where a
four year deferral is elected the annual amount of compensation to be
deferred shall be deferred first from any incentive paid during such
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year, and to the extent such incentive is insufficient to cover the
annual amount to be deferred, amounts shall be deferred ratably from
salary payments made during the remainder of the year.
(b) The Committee shall be vested with the authority to deny a
participant the right to defer compensation pursuant to this Plan for
any Plan Year, provided, however, that any such denial shall apply to
all participants.
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ARTICLE IV
DEFERRED COMPENSATION ELECTIONS
1. An officer electing to defer payment of compensation may elect
deferral to be invested in the Interest Account or the Stock
Equivalent Account.
2. Subject to such limitations as the Committee may impose, an officer
electing to defer hereunder shall also elect a Fixed period commencing
in the January following the ~ Termination Date over which the balance
in his account shall be paid to him in annual installments and a Fixed
Period (which may be a different period) over which the balance in his
Account shall be paid to his Beneficiary or estate in annual
installments in the event of his death before receiving such balance.
3. Any Fixed Period Election to defer compensation shall be irrevocable
and may not be changed or modified thereafter by a Participant.
4. The fact that an officer has made a particular election with respect
to a deferral shall not preclude such officer from making different
elections with respect to new deferrals covering a future period of
service.
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ARTICLE V
CREDITS TO DEFERRAL ACCOUNTS
1. Deferred compensation shall be credited to the Stock Equivalent
Account or the Interest Account of a Participant or a combination of
these accounts, as the Participant may have elected, as follows:
(a) The deferred incentive amount shall be credited to the
Deferral account on the closing date of the Company's fiscal
month in which the incentive was to be paid in cash.
(b) The deferred salary shall be credited on the closing date of
the Company's fiscal month in which the salary was to be paid
in cash.
2. The compensation credited to a Stock Equivalent Account shall be
converted on the closing date of each of the Company's fiscal months
into Stock equivalents as though such compensation were applied to the
purchase of common stock of the Company as follows:
The Participant's Account shall be assigned Stock Equivalents
which shall be the number of full and fractional (rounded to
the nearest tenth) shares of the Company's common stock that
could be purchased with the compensation credited to the
Officer's Account, at the closing price of such common stock
as quoted by the
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National Market System of NASDAQ.
3. As of the record date for each dividend declared on the Company's
common stock, each Officer's dividend shall be determined by
multiplying the cash dividend per share by the number of full and
fractional Stock Equivalents in the Officer's Stock Equivalent Account
on the dividend record date. The resulting dividend amount will be
converted into stock equivalents as though such fees were applied to
the purchase of common stock of the Company.
4. The balance in the Interest Account will be credited with interest
from the date the deferral is credited to the account until payment is
complete, at a rate equal to the Merrill Lynch ten year high quality
bond index for December 15 of each preceding year.
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ARTICLE VI
ADMINISTRATIVE COMMITTEE
1. This plan shall be administered by the Compensation Committee of the
Board of Directors.
2. The construction and interpretation by the Committee of any provision
of this plan shall be final and conclusive.
3. The administration of this plan is delegated to the Vice President
Human Resources who is responsible for executive compensation and
benefits, or at his election, to the Director of Compensation and
Benefits.
4. No member of the Committee shall be personally liable for any actions
taken by the Committee unless the member's action involves willful
misconduct.
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ARTICLE VII
AMENDMENT AND TERMINATION
The Company reserves the right, at any time or from time to time, by
action of its Board of Directors, to modify, amend or terminate in whole or in
part any or all provisions of the plan, provided, however, that any such
modification, amendment or termination shall not substantially and adversely
affect the benefits then in effect.
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ARTICLE VIII
MISCELLANEOUS
1. NON-ALIENATION OF BENEFITS. No right or benefit under the Plan shall
be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber, or charge any right or benefit under this
Deferral shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts, liabilities,
or torts of the person entitled to such benefits. If the Participant
or any beneficiary hereunder shall become bankrupt, or attempt to
anticipate, alienate, sell, assign, pledge, encumber, or charge any
right hereunder, then such right or benefit shall, in the discretion
of the Committee, cease and terminate, and in such event, the
Committee may hold or apply the same or any part thereof for the
benefit of the Participant or his beneficiary, spouse, children, or
other dependents, or any of them in such manner and in such amounts
and proportions as the Committee may deem proper.
2. NO TRUST CREATED. The obligations of the Company to make payments
hereunder shall constitute a liability of the Company to a
Participant. Such payments shall be made from the general funds of the
Company, and the Company shall not be required to establish or
maintain any special or separate fund, or purchase or acquire life
insurance on a
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Participant's life, or otherwise segregate assets to assure that
payment shall be made, and neither a Participant, his estate nor
Beneficiary shall have any interest in any particular asset of the
Company by reason of its obligations hereunder. The Participant's
rights to deferred amounts will be the same as an unsecured general
creditor of the Company, and all property and rights to property,
including rights as a beneficiary of a life insurance contract
purchased with deferred amounts, and all income attributable to the
deferred amounts and property will remain solely the property of the
Company and will be subject to claims of general creditors of the
Company. Nothing contained in the Plan shall create or be construed as
creating a trust of any kind or any other fiduciary relationship
between the Company and a Participant or any other person.
3. The effective date of this plan is January 1, 1991.
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ARTICLE IX
CONSTRUCTION
1. GOVERNING LAW. This Plan shall be construed and governed in accordance
with the laws of the State of South Carolina.
2. GENDER. The masculine gender, where appearing in the plan, shall be
deemed to include the feminine gender, and the singular may include
the plural, unless the context clearly indicates to the contrary.
3. HEADINGS, ETC. The cover page of this plan, the Table of Contents and
all headings used in this plan are for the convenience of reference
only and are not part of the substance of this plan.
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