EXHIBIT (10i)
FIRST AMENDMENT
TO THE
RUSSELL CORPORATION NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
The Russell Corporation Non-Employee Directors' Compensation
Plan effective August 1, 2000 (the "Plan") is hereby amended effective
December 11, 2002 as follows:
I.
Section 2.3 of the Plan is hereby amended in its entirety to read as
follows:
""Annual Option Grant" shall mean, with respect to any annual option
grant made prior to December 11, 2002, that portion of the Retainer
payable to an Eligible Director in Options without regard to any
election pursuant to Article 7."
II.
A new Section 2.42A is hereby added to the Plan to read as follows:
""Stock Retainer Deferral Account" means the account or accounts
maintained for an Eligible Director pursuant to Section 6.2 hereof."
III.
A new Section 2.42B is hereby added to the Plan to read as follows:
""Stock Retainer Deferral Date" shall mean, with respect to a Stock
Retainer Deferred Share, the earlier of (i) the first anniversary of
the cessation of the Eligible Director" Service as a director of the
Company for any reason, or (ii) the day after the cessation of the
Eligible Director" Service as a director of the Company following the
attainment of his or her seventieth (70th) birthday."
IV.
A new Section 2.42C is hereby added to the Plan to read as follows:
""Stock Retainer Deferred Share" means a Share that is granted to an
Eligible Director on a deferred basis under Section 2.37 and in
accordance with Section 6.2 hereof."
V.
Section 2.37 of the Plan is hereby amended in its entirety to read as
follows:
""Retainer" shall mean the amount payable to an Eligible Director each
year for service on the Board whether payable in cash, Shares or
Deferred Shares or Options as such amount may be set from time to time
by the Board, which initially shall be a total of $60,000 per year in
the form of (a) an Annual Fee in an amount equal to $35,000 per year
and (b) (1) with respect to amounts payable before December 11, 2002,
an Annual Option Grant (described in Section 6.1) which has a value of
approximately $25,000 per year or
(2) with respect to any amounts payable on or after December 11, 2002,
Stock Retainer Deferred Shares (described in Section 6.2) which have a
value of approximately $25,000 per year. In addition, any director
serving in the following positions shall receive an additional amount
to be paid in cash as follows:
(i) Chair of the Audit Committee $10,000
(ii) Members of the Audit Committee $5,000
(iii) Lead Director $5,000"
VI.
Section 5.1 of the Plan is hereby amended by adding the following
parenthetical following the words "Annual Option Grant" in subpart (a):
"(as permitted prior to December 11, 2002)"
VII.
Section 5.6 of the Plan is hereby amended by deleting the words in the
parenthetical and substituting in their place the following:
"whether from an Annual Option Grant, which was a permitted form of
payment prior to December 11, 2002, or pursuant to an Eligible
Director's election pursuant to Article 7"
VIII.
The following changes are hereby made to Article 6 as follows:
(A) the heading for Article 6 is hereby renamed to "Annual Option
Grants and Stock Retainer Deferred Shares";
(B) a subheading is hereby added to Section 6.1 to read as
follows:
"Annual Option Grants."; and
(C) a new Section 6.2 is hereby added to read as follows:
"6.2 Stock Retainer Deferred Shares. Each Stock Retainer Deferred Share
award granted under the Plan shall be evidenced by a written agreement,
which shall comply with and be subject to the following terms and
conditions:
(a) A bookkeeping account, known as the Stock Retainer
Deferral Account, shall be established for each Eligible
Director. The Stock Retainer Deferral Account shall reflect
the number of Stock Retainer Deferred Shares awarded to the
Eligible Director in accordance with Section 2.37 hereof.
(b) Additional Stock Retainer Deferred Shares shall be
credited to each Stock Retainer Deferral Account on each date
that the Company pays a dividend on the
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Common Stock. The number of additional Stock Retainer Deferred
Shares so credited shall be determined by dividing the
dividend which would be paid on the number of shares of Common
Stock equal to the number of Stock Retainer Deferred Shares
credited to the Eligible Director's Stock Retainer Deferral
Account as of the dividend record date ("Dividend Equivalent")
by an amount equal to the mean price of a share of Common
Stock on the New York Stock Exchange on the date which such
dividend is paid to the Company's shareholders. In determining
the number of Stock Retainer Deferred Shares to be credited to
an Eligible Director's Stock Retainer Deferral Account in
accordance with this Section 6.2(b), fractions of a Stock
Retainer Deferred Share shall be computed to three decimal
places.
(c) Shares of Common Stock underlying an award of Stock
Retainer Deferred Shares shall be delivered to the Eligible
Director on the Stock Retainer Deferral Date. Delivery of such
Common Stock shall be made in whole shares in a single payment
on such date. Any fractional share of Common Stock to which
the Eligible Director is entitled as of the date of the single
payment or last installment shall be paid in cash.
(d) Neither the Eligible Director nor any other person
claiming under the Eligible Director shall have any right to
the distribution of any Shares of Common Stock relating to
Stock Retainer Deferred Shares in advance of the Stock
Retainer Deferral Date. Any shares of Common Stock in respect
of Stock Retainer Deferred Shares which shall not have been
paid to the Eligible Director during his or her lifetime shall
be paid to the Eligible Director's beneficiary, if any, or
otherwise in accordance with Article 8 hereof.
(e) Shares of Common Stock in respect of Stock Retainer
Deferred Shares required to be delivered in accordance with
Article 8 hereof shall be made in the same manner and at the
same time or times as such Shares of Common Stock would have
been delivered under Section 6.2(c) hereof.
(f) Stock Retainer Deferred Shares and the Shares of
Common Stock covered by an award of Stock Retainer Deferred
Shares may not be sold, assigned, transferred or otherwise
disposed of, or mortgaged, pledged or otherwise encumbered
until the Shares of Common Stock have been delivered at the
end of the deferral period. The right of the Eligible Director
or any other person designated pursuant to Article 8 hereof to
receive shares of Common Stock covered by an award of Stock
Retainer Deferred Shares shall not be accelerated.
(g) Any Eligible Director may decline an award of Stock
Retainer Deferred Shares for any year; provided, however, that
no cash compensation shall be paid in lieu thereof. Any
Eligible Director who declines an award of Stock Retainer
Deferred Shares must do so in writing prior to the performance
of any services as an Eligible Director for the year to which
such award of Stock Retainer Deferred Shares relates."
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IX.
Except as otherwise provided herein, the Plan shall remain in full
force and effect.
Executed this _____ day of December, 2002.
RUSSELL CORPORATION
By: ____________________________
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