EXHIBIT 4
GTX, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
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GTX, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN
Table of Contents
ARTICLE I
Definitions...................................................................2
ARTICLE II
Election to Defer ............................................................3
ARTICLE III
Deferred Compensation Accounts................................................3
ARTICLE IV
Payment of Deferred Compensation..............................................4
ARTICLE V
Administration................................................................5
ARTICLE VI
Amendment of Plan.............................................................5
ARTICLE I
DEFINITIONS
1.1 "Board" shall mean the Board of Directors of GTx, Inc.
1.2 "Cash Account" shall mean the account created by the Company
pursuant to Article III of this Plan in accordance with an election by a
Director to receive deferred cash compensation under Article II hereof.
1.3 "Code" means the Internal Revenue Code of 1986, as amended.
1.4 "Common Stock" shall mean the Common Stock of the Company.
1.5 "Company" means GTx, Inc.
1.6 "Director" shall mean a member of the Board of Directors of the
Company that is not an employee of the Company or any of its subsidiaries.
1.7 "Fees" shall mean amounts earned for serving as a member of the
Board, including any committees of the Board.
1.8 "He", "Him" or "His" shall apply equally to male and female members
of the Board.
1.9 "Plan" shall mean this Deferred Compensation Plan for Directors as
it may be amended from time to time.
1.10 "Regulations" means those certain Treasury Regulations promulgated
pursuant to the Code.
1.11 "Stock Account" shall mean the account created by the Company
pursuant to Article III of this Plan in accordance with an election by a
Director to receive stock compensation under Article II hereof.
1.12 "Stock Value" shall mean, for any given day, the closing price of
the Company's Common Stock as reported on the Nasdaq Stock Market ("Nasdaq") on
such day. If the closing price is not available from Nasdaq for the Common stock
on a date in question, then the next preceding practicable date for which such
closing price is available shall be used.
1.13 "Year" shall mean calendar year.
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ARTICLE II
ELECTION TO DEFER
2.1 A Director may elect, on or before December 31 of any Year, to
defer payment of all or a specified part of all Fees earned during the Year
following such election and succeeding Years (until the Director ceases to be a
Director or changes his election pursuant to Paragraph 2.3); provided, however,
that with respect to Year 2004, a Director may elect, on or before July 1, 2004,
to defer all or a specified part of all Fees earned on or after July 1, 2004.
Any person who shall become a Director during any Year, and who was not a
Director of the Company on the preceding December 31, may elect, before the
Director's term begins, to defer payment of all or a specified part of such Fees
earned during the remainder of such Year and for succeeding Years.
2.2 The election to participate in the plan and manner of payment shall
be designated by submitting a letter in the form attached hereto as Appendix A
to the Secretary of the Company.
2.3 The election shall continue from Year to Year unless the Director
terminates it by written request delivered to the Secretary of the Company prior
to the commencement of the Year for which the termination is first effective.
ARTICLE III
DEFERRED COMPENSATION ACCOUNTS
3.1 The Company shall maintain separate memorandum accounts for the
Fees deferred by each Director.
3.2 The Company shall credit, on the date Fees become payable, to the
Cash Account of each Director the deferred portion of any Fees due the Director
as to which an election to receive cash has been made. Fees deferred in the form
of cash (and interest thereon) shall be held in the general funds of the
Company.
3.3 On the first day of each quarter, the Company shall credit the Cash
Account of each Director with interest calculated on the basis of the Balance in
such account on the first day of each month of the preceding quarter at the
prime rate of interest then in effect at First Horizon National Bank, Memphis,
Tennessee, or if no such rate shall be available, then such rate of interest as
is then published in the Wall Street Journal as the prevailing prime rate of
interest.
3.4 The Company shall credit, on the date Fees become payable, the
Stock Account of each Director with the number of shares of Common Stock which
is equal to the deferred portion of any Fees due the Director as to which an
election to receive the Company Common Stock has been made, divided by the Stock
Value on the date such Fees would otherwise have been paid. For purposes of this
Section 3.4, the Stock Value shall be determined on the date Fees would
otherwise have been paid.
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3.5 The Company shall credit the Stock Account of each Director who has
elected to receive deferred compensation in the form of Common Stock with the
number of shares of Common Stock equal to any cash dividends (or the fair market
value of dividends paid in property other than dividends payable in Common
Stock) payable on the number of shares of Common Stock represented in each
Director's Stock Account in the form of the right to receive Common Stock. If
adjustments are made to the outstanding shares of Common Stock as a result of
stock-splits, recapitalizations, mergers, consolidations and the like, an
appropriate adjustment also will be made in the number of shares of Common Stock
credited to the Director's Stock Account.
3.6 Common Stock shall be computed to three decimal places.
3.7 The right to receive Common Stock at a later date shall not entitle
any person to rights of a stockholder with respect to such Common Stock unless
and until shares of Common Stock have been issued to such person pursuant to
Article IV hereof.
3.8 The Company shall not be required to acquire, reserve, segregate,
or otherwise set aside shares of its Common Stock for the payment of its
obligations under the Plan, but shall make available as and when required a
sufficient number of shares of its Common Stock to meet the needs of the Plan,
provided that the Company shall not be required to issue any fractional shares
of Common Stock, and any fractional share amounts shall be paid in cash to the
Director, at the time the shares of Common Stock are issued to such Director,
based on the Stock Value of such Common Stock as of the close of trading on the
business day immediately preceding such payment date.
3.9 Nothing contained herein shall be deemed to create a trust of any
kind or any fiduciary relationship. To the extent that any person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of any unsecured general creditor of the Company.
ARTICLE IV
PAYMENT OF DEFERRED COMPENSATION
4.1 Subject to the second succeeding sentence, amounts contained in a
Director's Cash Account and/or Stock Account shall be distributed as the
Director's election (made pursuant to Paragraph 2.2 of Article II hereof) shall
provide. Distributions from the Director's Cash Account or Stock Account shall
begin (i) within thirty (30) days after commencement of the Year following the
Director's retirement or separation from the Board or (ii) six months after such
event, whichever is later. Amounts credited to a Director's Cash Account shall
be paid in cash. Amounts credited to a Director's Stock Account shall be paid in
shares of Common Stock, subject to Paragraph 3.8 hereof. Notwithstanding the
foregoing, no distributions shall be made under the Plan for a period of one
year following any Change of Control of the Company (as determined in accordance
with the Code and the Regulations).
4.2 Each Director shall have the right to designate a beneficiary who
is to succeed to his right to receive payments hereunder in the event of death.
Any designated beneficiary shall
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receive payments in the same manner as the Director if he had lived. In case of
a failure of designation or the death of a designated beneficiary without a
designated successor, the balance of the amounts contained in the Director's
Cash Account and/or Stock Account shall be payable in accordance with Section
4.1 to the Director's or former Directors' estate in full within thirty (30)
days after commencement of the Year following the Year in which he dies. No
designation of beneficiary or change in beneficiary shall be valid unless in
writing signed by the Director and filed with the Secretary of the Company.
ARTICLE V
ADMINISTRATION
5.1 The Company shall administer the Plan at its expense. All decisions
made by the Company with respect to issues hereunder shall be final and binding
on all parties.
5.2 Except to the extent required by law, the right of any Director or
any beneficiary to any benefit or to any payment hereunder shall not be subject
in any manner to attachment or other legal process for the debts of such
Director or beneficiary; and any such benefit or payment shall not be subject to
alienation, sale, transfer, assignment or encumbrance.
ARTICLE VI
AMENDMENT OF PLAN
6.1 The plan may be amended, suspended or terminated in whole or in
part from time to time by the Board except that no amendment, suspension, or
termination shall apply to the payment to any Director or beneficiary of a
deceased Director of any amounts previously credited to a Director's Cash
Account or Stock Account.
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APPENDIX A
Date: _______________
_______________________________________
Corporate Secretary
GTx, Inc.
_______________________________________
Dear Mr. ____________:
Pursuant to the GTx, Inc. Directors' Deferred Compensation Plan,
as amended to date (the "Plan"), I hereby elect to defer receipt of all or a
portion of my Director's fees commencing _______________ and for succeeding
calendar years commencing January 1, ______ in accordance with the percentages
indicated below.
I elect to have my Director's fees (and committee fees, if any)
credited as follows (fill in appropriate percentages for options a, b and c,
below.
(a) ____________% of the aggregate Director's fees shall be credited to
my Cash Account as defined in the Plan;
(b) ____________% of the aggregate Director's fees shall be credited to
my Stock Account as defined in the Plan;
(c) ____________% of the aggregate Director's fees shall not be
deferred, but shall be paid to me directly as they accrue.
Further, I elect to receive the payment's pursuant to the Plan (check
method desired, below):
____________ in one lump sum
____________ in ____________ equal annual installments
Further, I understand that my Cash Account and Stock Account will
become payable (i) within thirty (30) days after commencement of the Year
following my retirement or separation from the Board or (ii) six months after
such event, whichever is later. Notwithstanding the foregoing, no distributions
shall be made under the Plan for a period of one year following any Change of
Control of the Company (as determined in accordance with the Code and the
Regulations).
In the event of my death prior to receipt of all or any balance of my
Cash Account and/or Stock Account, I designate _________________ as my
beneficiary to receive the funds so accumulated.
Very truly yours,
Appendix A