Exhibit 10.8
ACME UNITED CORPORATION
DEFERRED COMPENSATION PLAN
In order to assist management employees in the accumulation of
retirement assets Acme United Corporation (the "Company") is establishing a
Deferred Compensation Plan.
PARTICIPANTS
Those eligible for participation in the Plan are the participants of
the Cash Bonus Plan who are United States employees.
DEFERRAL
The deferral will be all or a portion of the participant's Cash Bonus
Plan entitlement in the following year (the "Service Year"). Each participant
will make an irrevocable election on or before the December 31st immediately
preceding the Service Year as to the percentage of his or her bonus (to be
awarded in the following year based on services rendered during the Service
Year) that is to be deferred (i.e. 0%, 25%, 50%, 75%, or 100%). The percentage
cannot be changed after the Service Year begins.
INTEREST DURING DEFERRAL
All deferred amounts will be non-forfeitable and will earn the prime
rate of interest plus 1% compounded quarterly during the period of deferral.
Thus the rate of interest will vary from time to time, but not more frequently
than each calendar quarter. The rate of interest will be set on the first day of
each quarter for such quarter.
MATCHING CONTRIBUTION
The Company will add 20% to the deferred amount for each employee as a
matching contribution up to a maximum of $10,000 annually. All matching
contributions will be nonforfeitable, will earn interest (as previously
described), and will be paid to participants at the same time deferred amounts
are paid.
ASSET OWNERSHIP
The participants will be general creditors of the Company and income
tax should not be due until funds are received by the participant. The Plan will
not create a fiduciary relationship between the Company and any participant, nor
will it require that any funds be placed in a trust. Participants are advised to
seek their own tax advice.
AMOUNT AND PERIOD OF DEFERMENT
Each year the participants will be required to make a deferral
percentage election on or before the December 31st immediately preceding the
Service Year, with respect to bonuses to be awarded for services rendered during
the Service Year. The deferral percentage will be multiplied times the total
bonus awarded for services rendered during the Service Year to determine the
deferred amount for each participant.
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For example, a deferral election made on or before December 31, 2007
will apply to bonuses awarded during 2008 and 2009, with respect to services
during calendar year 2008. Similarly, a deferral election made on or before
December 31, 2008, will apply to bonuses awarded during 2009 and 2010 with
respect to services during calendar year 2009.
Amounts deferred will be deferred until separation from service with
the Company. If an employee separates from the Company, all funds deferred plus
interest earned to date of separation will be paid to the participant in a lump
sum, subject to a mandatory six month delay in payment for certain employees.
Employees covered by the mandatory six month payment delay upon separation from
service are: (a) the fifty highest paid officers with annual compensation
greater than $145,000 (indexed); (b) five percent owners of the Company; and (c)
one percent owners with annual compensation in excess of $150,000 (not indexed).
Employees separating from service after age sixty (or before age sixty
if it is determined that the participant is physically not able to continue
employment at a level of at least 50% of his or her prior level of services) may
elect, at least twelve months prior to separation, to defer payment of the
amount otherwise receivable in a lump sum upon separation. The deferred payouts
(whether a lump sum or series of installments) may not commence until five years
following separation from service; however, such deferred payouts must be
completed not later than the tenth anniversary of the separation date. During
the payout period, unpaid funds will continue to earn interest at the prime rate
plus 1%.
The Deferred Compensation Plan Committee can also approve withdrawals
from the Plan for an Unforeseeable Emergency. However, once funds are withdrawn
they cannot be redeposited. An unforeseeable emergency consists of financial
hardship caused by illness, loss of property due to casualty and other similar
extraordinary circumstances outside of one's control and not covered by
insurance.
BENEFICIARIES
All participants will be required to fill out a beneficiary form. In
the event of a participant's death all assets and accumulated interest will be
paid to the designated beneficiary in a lump sum or in such other manner as the
plan shall provide or permit the participant to designate.
CHANGE OF CONTROL
In the event the Company is acquired or a change of control occurs, all
assets and accumulated interest will be paid to the participants without delay.
This does not preclude the possibility that the new controlling interest might
offer a replacement plan. However, such action would not lessen the rights of
participants to receive an immediate payout.
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OVERSIGHT
The plan will be administered by the Deferred Compensation Plan
Committee. The Committee will consist of the Chief Executive Officer (CEO), the
Chief Operating Officer (COO) and the Chief Financial Officer (CFO). The CEO
will be the Chairman. The Compensation Committee of the Board of Directors will
have overarching responsibility for the Plan and changes to the Plan must be
approved by the Board of Directors of the Company.
The Plan Committee will, among other things, interpret the Plan for
participants, obtain annual deferral elections from all participants, approve
withdrawals, determine the prime rate, approve emergency withdrawals and obtain
beneficiary forms from participants.
CONTRIBUTION LIMITATIONS AND REPORTS
There will be no dollar limitation on annual deferrals per participant.
Also, all deferred calculations will be rounded to the nearest $1,000.
Semiannual statements will be provided to all participants.
October 2, 2007
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