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EXHIBIT 4.3
1999 DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
OF
SPRINGS INDUSTRIES, INC.
Article 1
Introduction
1.1 Recitals.
(a) Whereas, effective April 30, 1984, the Board of Directors (the
"Board") of Springs Industries, Inc., a South Carolina corporation (the
"Corporation"), approved and adopted the Deferred Compensation Plan for Outside
Directors for the purpose of allowing Directors [as defined in Section 1.3(n)
below] to elect to defer the receipt of fees owing to them for service on, and
attending meetings of, the Board and committees thereof, to fix the date(s) of
receipt thereof, and to assist the Corporation in attracting and retaining
qualified individuals to serve as directors;
(b) Whereas, the Deferred Compensation Plan for Outside Directors was
amended by the Board effective February 26, 1987 (the "Amended and Restated
Deferred Compensation Plan for Outside Directors");
(c) Whereas, the Amended and Restated Deferred Compensation Plan for
Outside Directors was again amended and restated on August 18, 1994 (the "Second
Amended and Restated Deferred Compensation Plan for Outside Directors");
(d) Whereas, the Second Amended and Restated Deferred Compensation Plan
for Outside Directors was amended effective October 29, 1995, and again amended
effective November 1, 1996 (as so amended, the "Prior Plan");
(e) Whereas, the Outside Directors COLI Deferred Compensation Plan was
adopted with respect to deferrals by Directors during the four-year period from
May 1, 1986, to April 30, 1990 (the "COLI Plan"); and
(f) Whereas the Board desires to adopt a new deferred compensation plan
which shall be known as the 1999 Deferred Compensation Plan for Outside
Directors;
NOW, THEREFORE, the 1999 Deferred Compensation Plan for Outside
Directors hereby is adopted effective April 19, 1999.
1.2 Name and Purpose. The name of this plan is the "1999 Deferred
Compensation Plan for Outside Directors of Springs Industries, Inc." (the
"Plan"). The purpose of the Plan is to enable the Corporation to obtain and
retain the services of directors by permitting the deferment of their fees until
their services with the Corporation have terminated while at the same time
giving the Corporation the present use of the compensation so deferred.
1.3 Definitions. Whenever used in the Plan, the following terms shall have
the meaning set forth or referenced below:
(a) "Account" means a Cash Account or a Stock Account.
(b) "Board" has the meaning set forth in Section 1.1(a) above.
(c) "Business Day" means a day except for a Saturday, Sunday or a legal
holiday.
(d) "Cash Account" means an Account which reflects the Compensation
deferred by a Participant pursuant to Section 2.3 and shall include any Interest
Account or COLI Account transferred from the Prior Plan or the COLI Plan
pursuant to Section 2.6(d).
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(e) "Cash Compensation" means Compensation paid in the form of cash.
(f) "Cash Credit" means a credit to a Cash Account, expressed in whole
dollars and fractions thereof.
(g) "Closing Price" means the closing price of the Common Stock as
reported in the New York Stock Exchange Composite Transactions published in The
Wall Street Journal.
(h) "COLI Account" means the account of a Participant under the COLI
Plan.
(i) "COLI Plan" means the Outside Directors COLI Deferred Compensation
Plan which was adopted with respect to deferrals by Directors during the period
May 1, 1986, to April 30, 1990.
(j) "Committee" means the Management Compensation and Organization
Committee of the Board (or any successor Committee).
(k) "Common Stock" means (i) the Class A Common Stock, $.25 par value
per share, of the Corporation, adjusted as provided in Section 2.10, or (ii) if
there is a merger or consolidation and the Corporation is not the surviving
corporation thereof, the capital stock of the surviving corporation given in
exchange for such common stock of the Corporation.
(l) "Compensation" means all remuneration (whether paid in cash or in
the form of Common Stock or any derivatives thereof) paid to a Director for
services to the Corporation as a director, other than reimbursement for
expenses, and shall include retainer fees for service on, and fees for
attendance at meetings of, the Board and any Committees thereof.
(m) "Corporation" has the meaning set forth in Section 1.1(a) above.
(n) "Director" means any individual serving on the Board who is not an
employee of the Corporation or any of its subsidiaries.
(o) "Dividend Account" means the Dividend Account of a Participant
under the Prior Plan.
(p) "Interest Account" means the Interest Account of a Participant
under the Prior Plan.
(q) "Measuring Fund Account" means the Measuring Fund Account of a
Participant under the Prior Plan.
(r) "Participant" means a Director who has filed an election to
participate in the Plan under Section 2.2 with regard to any Plan Year or a
Director whose Interest Account or Stock Account under the Prior Plan or whose
COLI Account under the COLI Plan is transferred to the Cash Account or the Stock
Account of the Plan pursuant to Section 2.6(d).
(s) "Plan" has the meaning set forth in Section 1.2 above.
(t) "Plan Year" means the period beginning the first day of the month
following the Corporation's annual meeting of shareholders in April 1999 through
December 31, 1999, and thereafter shall be the applicable calendar year.
(u) "Prior Plan" means the Corporation's Deferred Compensation Plan as
amended and restated on August 18, 1994, and as subsequently amended effective
October 29, 1995, and November 1, 1996.
(v) "Retire" or "Retires" shall mean the ending of a Director's service
as a member of the Board, but shall not include the ending of such service by
reason of death.
(w) "Secretary" means the corporate secretary of the Corporation.
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(x) "Stock Account" means an Account which reflects the Compensation
deferred by a Participant pursuant to Section 2.3.
(y) "Stock Compensation" means Compensation paid in the form of Common
Stock or any derivative thereof.
(z) "Stock Credit" means a credit to a Stock Account established
pursuant to Section 2.3, and calculated pursuant to Section 2.5.
(aa) "Stock Equivalents Account" means the Stock Equivalent Account of
a Participant under the Prior Plan.
ARTICLE 2
Participation in the Plan
2.1 Eligibility. Any Director serving on to the Board subsequent to April
19, 1999, may participate in the Plan.
2.2 Election to Participate.
(a) Each Director, and each first time nominee for Director, may elect
to defer payment of all or any portion of his Compensation that is payable with
respect to services performed during any Plan Year. Such election must be made
prior to the date that services are rendered in the Plan Year in which such
Compensation otherwise would be paid and shall be irrevocable thereafter for
such Plan Year; provided, however, a newly-elected Director may deliver a
deferral election to the Corporation within 30 days after his election, which
deferral election shall be effective for Compensation for services performed
subsequent to the date the deferral election is delivered to the Corporation;
provided further, however, that an election by a Director or nominee pursuant to
this paragraph (a) for any Plan Year (or portion thereof) shall be valid and
effective for all purposes for all succeeding Plan Years, unless and until such
election is revoked or modified by such Director prior to the date that services
are rendered in such succeeding Plan Year(s); and, provided further, that no
such election, revocation or modification may be made if the exemption afforded
by Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934 (or any
successor statute), as constituted from time to time, or the rules or
regulations promulgated thereunder, would not be available as a result thereof.
(b) An election to defer any Compensation under the Plan shall: (i) be
in writing; (ii) be delivered to the Secretary of the Corporation; (iii)
contain, or be deemed to contain, the matters set forth in Section 2.3 below, in
accordance with the terms thereof; and (iv) be irrevocable in all respects with
respect to the Plan Year or Plan Years to which the election relates. If a
Director does not elect to defer Compensation payable to him during a Plan Year,
all such Compensation shall be paid directly to such Director in accordance with
resolutions adopted by the Board or by the shareholders of the Corporation from
time to time.
2.3 Mode of Deferral. A Participant may elect to defer all or a portion of
his Cash Compensation for a Plan Year to a Cash Account, a Stock Account, or a
combination of both such Accounts and to defer all or a portion of his Stock
Compensation for a Plan Year to a separate Stock Account. The Corporation shall
maintain such Accounts in the name of the Participant. Any such election with
respect to the Account or Accounts to which his Compensation for a Plan Year
shall be deferred shall be specified in the election referred to in Section
2.2(b) above that is delivered by the Director to the Secretary, and shall be
irrevocable. If a Participant fails to elect the Account to which deferral of
Cash Compensation shall be made, he shall be deemed to have irrevocably elected
deferral to the Cash Account. Compensation deferred to a Cash Account or Stock
Account shall result in Cash Credits or Stock Credits, respectively.
2.4 Cash Account. The Cash Account of a Participant established with
respect to a Plan Year shall be credited, as of the day the Compensation would
have been paid had it not been deferred, with Cash Credits equal to the dollar
amount of such deferred Compensation. As of the last day of each calendar
quarter, or as of the date the Account is distributed, if earlier, such Cash
Accounts shall be credited with interest in the form of additional Cash Credits.
Interest shall be at such rate as is determined from time to time by the
Committee. Initially, the rate of interest under the Cash Account shall be the
Lehman Brothers Corporate Bond Long-Term Baa Index except that interest with
respect to a Participant's COLI Account transferred to a separate Cash Account
pursuant to Section 2.6(d) below shall continue initially to be determined in
accordance with the COLI Plan.
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2.5 Stock Account.
(a) The Stock Accounts of a Participant established with respect to a
Plan Year shall be credited, as of the day the Compensation would have been paid
had it not been deferred, with Stock Credits equal to the number of shares of
Common Stock (including fractions of a share) that could have been purchased
with the amount of such deferred Compensation at the average of the Closing
Prices of shares of Common Stock for the last five (5) trading days immediately
preceding the day in which such Stock Accounts are so credited. As of the date
any dividend is paid to holders of shares of Common Stock, such Stock Accounts
shall be credited with additional Stock Credits equal to the number of shares of
Common Stock (including fractions of a share) that could have been purchased, at
the Closing Price of shares of Common Stock on such date, with the amount which
would have been paid as dividends on that number of shares (including fractions
of a share) of Common Stock which is equal to the number of Stock Credits then
attributed to such Stock Accounts. In the case of dividends paid in property
other than cash, the amount of the dividend shall be deemed to be the fair
market value of the property at the time of the payment of the dividend, as
determined in good faith by the Committee.
(b) To the extent a Participant's separate Stock Account has been
credited with Stock Credits as a result of a Participant's election to defer
receipt of remuneration under the Corporation's 1991 Restricted Stock Plan for
Outside Directors, or any successor plan, such Stock Credits (but not Stock
Credits arising from the payment of dividends on Common Stock with respect to
such deferrals) shall be subject to forfeiture as provided in such plan.
2.6 Distribution of a Cash Account or a Stock Account.
(a) Distribution of all Cash Accounts and Stock Accounts of a
Participant shall commence as of January 15 of the Plan Year following the Plan
Year in which such Participant Retires. If the date for commencement of such
distribution is not a Business Day, such distribution shall commence on the next
succeeding Business Day.
(b) A Participant may elect the number of annual installments (not to
exceed 15) in which the Participant's Cash Accounts and Stock Accounts
(including accounts transferred from the Prior Plan and the COLI Plan pursuant
to Section 2.6(d) below) maintained on his behalf under the Plan shall be
distributed. A Participant's Cash Accounts and Stock Account shall both be
distributed in the same number of annual installments, except that a Participant
may elect to have his Cash Account for the COLI Plan distributed over fifteen
(15) annual installments regardless of the Participant's distribution election
for his other Accounts. If no such election is made by such Director with
respect to such Accounts, the number of annual installments for all Accounts
shall be ten (10). Such payment or payments shall be in amounts determined
pursuant to Section 2.8 below, and shall be made on the date set forth in
Section 2.6(a) above, and such date of each succeeding Plan Year as applicable.
(c) A Participant's installment election referred to in paragraph (b)
above is not effective unless made more than six months prior to the date the
Participant Retires. Once made, such election shall apply for all succeeding
Plan Years unless modified thereafter. A Participant who has made a deferral
election may make an additional election to change the form of distribution of
the balance in his Account (a "Change-of-Form Election"). Only a total of three
(3) Change-of-Form Elections may be made by any Participant and only one such
Change-of-Form-Election may be made by any Participant during any three (3)
calendar years; provided, however, that no such Change-of-Form-Election will be
effective unless made more than six (6) months prior to the date the Participant
Retires.
(d) Effective July 1, 1999, (i) the Interest Accounts and Dividend
Accounts in the Prior Plan of Directors eligible to participate in the Plan
shall be transferred to the respective Director's Cash Account under the Plan,
(ii) the Measuring Fund Accounts and Stock Equivalents Account of such Directors
shall be transferred to the respective Director's Stock Account in the Plan, and
(iii) the COLI Accounts of such Directors shall be transferred to a separate
Cash Account for the respective Director under the Plan. Furthermore, each
Participant who has a Measuring Fund Account under the Prior Plan may elect
(which election shall be irrevocable) prior to May 15, 1999, to transfer,
effective July 1, 1999, all or a portion of the Participant's account balance in
the Measuring Fund under the Prior Plan to his Cash Account rather than solely
to his Stock Account. All accounts
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transferred from the Prior Plan and the COLI Plan to the Plan as specified in
this Section shall be based on the valuation of such accounts as of June 30,
1999.
2.7 Form of Distribution. Distribution of a Participant's Cash Accounts
shall be made only in cash. Distribution of a Participant's Stock Accounts shall
be made in the form of an equivalent number of shares of Common Stock; provided,
however, at the option of the Committee the distribution may be in the form of
cash in the amount of the cash value on the date of distribution of the number
of Stock Credits distributable in the installment. For purposes of determining
such cash value, the Corporation shall use the average of the Closing Prices of
the Common Stock for the last five (5) trading days immediately preceding the
date of distribution.
2.8 Installment Amount. The amount of each installment with respect to a
Cash Account of a Participant shall be equal to the product of the current
balance in such Cash Account and a fraction, the numerator of which is one and
the denominator of which is the number of installments yet to be paid. The
number of Stock Credits attributable to an installment with respect to a Stock
Account (unless otherwise specified in the Plan) shall be equal to the product
of the current number of Stock Credits attributed to such Stock Account and a
fraction, the numerator of which is one and the denominator of which is the
number of installments yet to be paid.
2.9 Hardship Withdrawals. In case of an unforeseeable emergency, a
Participant may request the Committee, on a form to be provided by the Committee
or its delegate, that payment be made earlier than the date to which it was
deferred.
For purposes of this Section 2.9, an "unforeseeable emergency"
shall be limited to a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident of the Participant or of a
dependent [as defined in Section 152(a) of the Internal Revenue Code] of the
Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that will
constitute an unforeseeable emergency will depend upon the facts of each case;
but, in any case, payment may not be made to the extent that such hardship is or
may be relieved: (i) through reimbursement or compensation by available
insurance or otherwise; (ii) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe financial
hardship; or (iii) by cessation of deferrals under the Plan.
2.10 Adjustment. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, stock split,
subdivision or reclassification of shares, the number of Stock Credits with
which each Stock Account of a Participant is credited shall be increased in the
same proportion as the outstanding number of shares of Common Stock is
increased. If the number of outstanding shares of Common Stock shall at any time
be decreased as the result of any combination, reverse stock split or
reclassification of shares, the number of Stock Credits with which each Stock
Account of a Participant is credited shall be decreased in the same proportion
as the outstanding number of shares of Common Stock is decreased. In the event
the Corporation shall at any time be consolidated with or merged into any other
corporation and holders of shares of Common Stock receive shares of the capital
stock of the resulting or surviving corporation, there shall be credited to each
Stock Account of a Participant, in place of the Stock Credits then credited
thereto, new Stock Credits in an amount equal to the product of the number of
shares of capital stock exchanged for one share of Common Stock upon such
consolidation or merger and the number of Stock Credits with which such Account
then is credited. If in such a consolidation or merger holders of shares of
Common Stock shall receive any consideration other than shares of the capital
stock of the resulting or surviving corporation or its parent corporation, the
Committee, in its sole discretion, shall determine the appropriate change in
Participants' Accounts.
2.11 Distribution upon Death.
(a) A Participant may deliver a beneficiary election to the Secretary
of the Corporation electing that, in the event the Participant should die before
full payment of all amounts credited to the Participant's Cash Accounts and
Stock Accounts, the balance shall be paid in either one payment or in some other
number of approximately equal annual installments [not exceeding five (5)] to
such person or persons designated in the beneficiary election, except that a
Participant may elect to have his Cash Account for the COLI Plan distributed in
the number of installments determined with respect to such Cash Account under
Section 2.6(b) above in the event of death of the Participant prior to
commencement of distribution or over the balance of such period if the
Participant dies after commencement of such distribution. A Participant may from
time to time revoke or change any such designation by written notice to the
Secretary. If there is no designation on file with the Secretary at the
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time of the Participant's death, or if the person or persons designated therein
shall have all predeceased the Participant, such distributions shall be made in
one (1) payment to the executor or administrator of the Participant's estate.
Any distribution under this Section 2.11(a) shall be made or commence as soon as
practicable following the end of the fiscal quarter in which the Secretary is
notified of the Participant's death or is satisfied as to the identity of the
appropriate payee, whichever is later.
2.12 Withholding Taxes. The Corporation shall deduct from all distributions
under the Plan any taxes required to be withheld by federal, state, or local
governments.
ARTICLE 3
The Committee
3.1 Authority. The Committee shall have full power and authority to
administer the Plan, including the power to (a) promulgate forms to be used with
respect to the Plan, (b) promulgate rules of Plan administration, (c) settle any
disputes as to rights or benefits arising from the Plan, (d) interpret the terms
of the Plan, (e) amend, modify or terminate the Plan as provided in Section 4.5
below and (e) make such decisions or take such action as the Committee, in its
sole discretion, deems necessary or advisable to aid in the proper
administration of the Plan; provided, however that the Committee cannot change
or modify any of the irrevocable elections made by a Participant under Section
2.2(b) above. Any decision made by the Committee shall be final and binding on
the Corporation, Participants and their heirs or successors.
3.2 Elections, Notices. All elections, notices and designations required or
permitted to be provided to the Committee under the Plan must be in such form or
forms prescribed by, and contain such information as is required by, the
Committee.
ARTICLE 4
Miscellaneous
4.1 Funding. No promise hereunder shall or may be secured by any assets of
the Corporation, and no assets of the Corporation shall otherwise be designated
as attributable or allocated to the satisfaction of such promises. The
Participants have the status of general unsecured creditors of the Corporation
hereunder.
4.2 Non-alienation of Benefits. No benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so shall be void. No such benefit,
prior to receipt thereof pursuant to the provisions of the Plan, shall be in any
manner liable for or subject to the debts, contracts, liabilities, engagements
or torts of the Participant.
4.3 Delegation of Administrative Duties. The Committee may delegate to
officers and employees of the Corporation from time to time the power and
authority to carry out and effect the decisions and rules of the Committee. Any
such delegation shall be in writing.
4.4 Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of South Carolina.
4.5 Amendment, Modification and Termination of the Plan. The Board or the
Committee at any time may terminate and in any respect amend or modify the Plan.
4.6 Successors and Heirs. The Plan and any properly executed elections
hereunder shall be binding upon the Corporation and Participants, and upon any
assignee or successor in interest to the Corporation and upon the heirs, legal
representatives and beneficiaries of any Participant.
4.7 Status of Participants. Stock Credits are not, and do not constitute,
shares of Common Stock, and no right as a holder of shares of Common Stock shall
devolve upon a Participant by reason of his participation in the Plan.
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4.8 Use of Terms. The masculine includes the feminine and the plural
includes the singular, unless the context clearly indicates otherwise.
4.9 Statement of Accounts. No later than February of each Plan Year, each
Participant in the Plan during the immediately preceding Plan Year shall receive
a statement of his Accounts under the Plan as of December 31 of such preceding
Plan Year and of the amount deferred during the Plan Year. Such statement shall
be in a form and contain such information as is deemed appropriate by the
Committee.
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