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Exhibit 10.10
DIRECTORS' DEFERRED COMPENSATION PLAN
CAPTEC NET LEASE REALTY, INC., a Delaware corporation (the
"Company"), desires to establish a Directors' Deferred Compensation Plan (the
"Plan") to assist it in attracting and retaining persons of competence and
stature to serve as outside directors by enabling them to defer receipt of the
fees payable to them by the Company for their services as directors.
Therefore, the Company hereby adopts the Plan as hereinafter
set forth:
1. EFFECTIVE DATE. The Plan shall apply to all elections to
defer made after its adoption and shall apply to all director's fees payable
with respect to periods commencing with the Company's fiscal quarter which
begins ______________.
2. PARTICIPATION. Each director of the Company (a) who is
duly elected or appointed to the Company's Board of Directors and (b) who
receives fees for services as a director, may elect to defer receipt of fees
otherwise payable to him, as provided for in the Plan. Each such director who
elects to defer fees shall be a Participant in the Plan.
3. ADMINISTRATION. The Company's Board of Directors appoints
Patrick L. Beach and W. Ross Martin, each of whom is a director or officer of
the Company who is not eligible to become a Participant, to act as an
Administrator of the Plan (collectively, the "Administrators"). The
Administrators shall serve at the pleasure of the Board of Directors and shall
administer, construe and interpret the Plan. The Administrators shall not be
liable for any act done or determination made in good faith. The Board of
Directors shall have the power to designate additional or replacement
Administrators at its discretion.
4. DEFERRALS.
(a) DEFERRAL ELECTION. Any eligible director may file with the
Administrators of the Plan, prior to January 1 of each year (except
for the year 1997, for which any filing must be made by the 10th day
after the adoption of the plan) an election in writing to
participate in the Plan for that year or for that year and
succeeding years. Each director who first becomes eligible to
participate after the date of the adoption of this Plan may make an
election for the portion of the year in which he first became
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eligible with respect to fees for services to be rendered after the
date of such election. When a deferral election is filed, no fees
will be paid for services so designated for that year (or portion
thereof) or, if the election so provides, for that year and for
succeeding years. If an election has been filed to participate in
the Plan for succeeding years and a Participant wishes to
discontinue deferral, an election to terminate participation in the
Plan for any year must be filed prior to January 1 of that year.
(b) ACCOUNTING. The Company shall maintain appropriate records
which shall list and reflect each Participant's credits and
valuations ("Deferral Accounts"). The Company shall credit to each
Participant's Deferral Account an amount equivalent to the fees that
would have been paid to him if he had not elected to participate in
the Plan. The credit shall be made on the date on which the fee
would have been paid absent a deferral election. No funds shall be
segregated into the Deferral Account of Participants; said accounts
shall represent a general unsecured obligation of the Company.
(c) VALUATION. Until the first distribution is made to a
Participant, amounts credited to a Deferral Account of such
Participant shall be increased or decreased as measured by the
market value of the Company's Common Shares, without par value (the
"Common Shares"), plus the value of dividends or other distributions
on the Company's Common Shares. Each amount credited to a Deferral
Account shall be assigned a number of Common Share Units (including
fractions of a Common Share) determined by dividing the amount
credited to the Deferral Account, whether in lieu of payment of fees
for service as a director or as a dividend or other distribution
attributable to such Common Share Units, by the fair market value of
a share of the Company's Common Shares on the date of credit. Fair
market value shall be the mean between the high and low selling
price of a share of the Company's Common Shares on the New York
Stock Exchange on the applicable date or, if no sales occurred on
such date, on the most recent earlier date on which sales occurred.
Each Common Share Unit shall have the
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value of a Common Share of the Company. The number of Common Share
Units shall be adjusted to reflect stock splits, stock dividends or
other capital adjustments effected without receipt of consideration
by the Company.
5. DISTRIBUTION. A Participant shall elect in writing, at the
time he makes each deferral election under subparagraph 4(a), the year in which
distribution of the credits to his Deferral Account to which the deferral
election relates shall commence, and whether distribution will be made in a lump
sum or in installments, as permitted in the second succeeding sentence of this
Section 5. Payment shall commence not earlier than the January 1 following the
year in which the Participant attains age 55, and not later than the January 1
following the year in which the Participant attains age 72. Commencing
immediately prior to the first distribution to a Participant and continuing
thereafter, amounts credited to the Deferral Account of such Participant shall
be credited with interest, compounded quarterly, calculated at a rate per annum
for each fiscal quarter of the Company equal to the prime rate of interest
published in THE WALL STREET JOURNAL on the first business day of that quarter.
Payment may be made in one lump sum, or in five or ten equal annual installments
of the Deferral Account balance allocated to such installment payments
determined as of the December 31 immediately preceding commencement of
distribution, with each payment accompanied by any interest credited during the
period preceding payment of the installment. The time of and method of
distribution of benefits may vary with each separate election, but each election
shall be irrevocable. The Deferral Accounts do not represent rights to acquire
the Company's Common Shares; payment shall only be made in cash.
6. DEATH OR DISABILITY.
(a) If a Participant's service is terminated by
reason of death or disability prior to the distribution of any portion
of his benefits, the Company shall, within ninety (90) days of the date
of service termination, commence distribution of benefits to the
Participant (or to the beneficiary or beneficiaries in the event of
death). Distribution shall
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be made in accordance with the method of distribution elected by the
Participant pursuant to paragraph 5 hereof. If a Participant's death or
disability occurs after distribution of benefits hereunder has begun,
the Company shall continue to make distributions to the Participant (or
to the beneficiary or beneficiaries in the event of death) in
accordance with the methods of distribution elected by the Participant
pursuant to paragraph 5 hereof.
(b) Each Participant may designate one or more
beneficiaries to receive distributions in the event of Participant's
death by filing with the Company a beneficiary designation on a form
provided. The designated beneficiary or beneficiaries may be changed by
a Participant at any time prior to his death by the delivery to the
Company of a new beneficiary designation form. If no beneficiary shall
have been designated, or if no designated beneficiary shall survive the
Participant, distributions pursuant to this provision shall be made to
the Participant's estate.
7. ASSIGNMENT AND ALIENATION OF BENEFITS. To the extend
permitted by law, the right of any Participant to any account, benefit or
payment hereunder shall not be subject in any manner to attachment or other
legal process for the debts of such Participant, and no account, benefit or
payment shall be subject to anticipation, alienation, sale, transfer, assignment
or encumbrance.
8. AMENDMENT OR TERMINATION. The Board of Directors of the
Company may terminate this Plan at any time or amend it at any time and from
time to time. No amendment or termination of this Plan shall affect the rights
of a Participant accrued prior thereto.
9. TAXES. The Company shall not be responsible for the tax
consequences under federal, state or local law of any election made by any
Participant under the Plan. All payments under the Plan shall be subject to
withholding and reporting requirements to the extent permitted by applicable
law.
10. APPLICABLE LAW. This Plan shall be interpreted under the
laws of the State of Delaware.
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IN WITNESS WHEREOF, the Company has caused this Plan to be
adopted, and executed by its President, this ____ day of _____________, 1997.
CAPTEC NET LEASE REALTY, INC.
By: ____________________________
Patrick L. Beach, President
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