Exhibit 10.1
THE COMMSCOPE, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
Effective as of August 27, 1997
THE COMMSCOPE, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
ARTICLE I - INTRODUCTION
The Company has adopted the Plan set forth herein to provide a means by which
each Director may elect to defer receipt of fees that would otherwise be payable
to him for services performed as a Director. The Plan is effective as of August
27, 1997. Benefits payable under the Plan are unfunded and are payable, when
due, from the general assets of the Company or, in the sole discretion of the
Plan Administrator, from the Trust.
ARTICLE 2 - DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1 Account means, for each Participant, the bookkeeping account established for
his or her benefit under Section 4. 1.
2.2 Change of Control shall have the same meaning as the term, "Change of
Control" contained in the CommScope, Inc. 1997 Long Term Incentive Plan.
2.3 Code means the Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which amends, supplements
or replaces such section or subsection.
2.4 Company means CommScope, Inc. and any successor to all or a major portion of
the Company's assets or business which assumes the obligations of the Company.
2.5 Director means each member of the Company's Board of Directors.
2.6 Election Form means the participation election form as approved and
prescribed by the Plan Administrator.
2.7 Elective Deferral means the portion of fees that would otherwise be payable
to the Director for services performed as a Director and which is deferred by
the Participant under Section 3. 1.
2.8 Participant means any Director who participates in the Plan in accordance
with Article 3.
2.9 Plan means the CommScope Deferred Compensation Plan for Directors and all
amendments thereto.
2.10 Plan Administrator means the person, persons or entity designated by
CommScope, Inc. from time to time to administer the Plan and to serve as the
agent for the Company with respect to the Trust as contemplated by the agreement
establishing the Trust. If no such person or entity is so serving at any time,
CommScope, Inc. shall be the Plan Administrator.
2.11 Plan Year means the 12-month period beginning January 1 and ending
December 31.
2.12 Trust means the applicable trust established by the Company which is a
grantor trust within the meaning of section 671 of the Code and that identifies
the Plan as a plan with respect to which assets are to be held by the Trustee.
2.13 Trustee means the trustee or trustees under the Trust.
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ARTICLE 3 - PARTICIPATION AND DEFERRALS
3.1 Commencement of Participation. Each Director, by completing an Election Form
and filing it with the Plan Administrator, may elect to defer all or a portion
(expressed in a whole percentage or dollar amount) of one or more payments of
fees that would otherwise be payable to him for services performed as a Director
and which are earned and payable to the Director after the date on which he or
she files the Election Form. The Director shall become a Participant in the Plan
as of the date of his first deferral.
3.2 Disposition of Amounts Deferred. Amounts deferred hereunder shall be paid by
the Company to the Trust as soon as practicable after such amounts otherwise
would have been paid to the Director and credited to the Participant's Account
as of the date the amounts are received by the Trustee.
3.3 Duration of Deferral Election. A deferral election for any Plan Year shall
apply for only that Plan Year. Each Director must make a new deferral election
as of the first day of any Plan Year by giving written notice to the Plan
Administrator before the first day of the Plan Year.
ARTICLE 4 - ACCOUNTS
4.1 Accounts. The Plan Administrator shall establish a bookkeeping Account for
each Participant reflecting Elective Deferrals made for the Participant's
benefit together with any adjustments for income, gain or loss and any payments
from the Account. The Plan Administrator may cause the Trustee to maintain and
invest separate asset accounts corresponding to each Participant's Account. The
Plan Administrator shall establish sub-accounts for each Participant that has
more than one election in effect under Section 5. 1 and such other sub-accounts
as are necessary for the proper administration of the Plan. The Plan
Administrator shall provide, at least annually, the Participant with a statement
of his or her Account reflecting the income, gains and losses (realized and
unrealized), amounts of deferrals, and distributions of such Account since the
prior statement.
4.2 Vested Interest in Accounts. A Participant shall be immediately vested in,
i.e., shall have a nonforfeitable right to, all Elective Deferrals, and all
income and gain attributable thereto, credited to his or her Account.
4.3 Investment of Elective Deferrals. The assets of the Trust shall be invested
in accordance with the terms of the Trust document. The Plan Administrator will
direct the trustee with respect to the investment of the Trust's assets; the
Plan Administrator may take into account Participants' investment directions
when directing the Trustee.
ARTICLE 5 - PAYMENTS
5.1 Election as to Time and Form of Payment. A Participant shall elect
irrevocably on the Election Form the date at which the Participant's Account
will commence to be paid to the Participant. Such date must be at least five
years following the date at which such Elective Deferrals commence. The
Participant shall also elect thereon for payments to be paid in either:
a. a single lump sum; or
b. annual installments over a period elected by the Participant up to 10
years, the amount of each installment to equal the balance of his or
her Account immediately prior to the installment divided by the number
of installments remaining to be paid ("Annual Installments ").
Each such election will be effective only for Elective Deferrals (including any
earnings or losses attributable thereto) for the Plan Year for which they are
made. Except as otherwise provided below, payment of a Participant's Account
shall be made in accordance with the Participant's election under this Section
5. 1.
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5.2 Change of Control. Immediately prior to the consummation of a transaction
resulting in a Change of Control or, if not possible, as soon as possible
following a Change of Control, each Participant's Account (or remainder thereof)
shall be paid to the Participant, according to the Participant's irrevocable
election on the Election Form, in a single lump sum, or in Annual Installments
over a period elected by the Participant up to 10 years.
5.3 Death. If a Participant dies prior to the complete distribution of his or
her Account, the balance of the Account shall be paid, according to the
Participant's irrevocable election on the Election Form, to the Participant's
designated beneficiary or beneficiaries, in a single lump sum as soon as
practicable following the end of the quarter in which death occurs, or in Annual
Installments over a period elected by the Participant up to 10 years, commencing
the year immediately following the year in which death occurs.
Any designation of beneficiary and form of payment to such beneficiary shall be
made by the Participant on a Beneficiary Designation Form filed with the Plan
Administrator and may be changed by the Participant at any time by filing
another Beneficiary Designation Form containing the revised instructions. If no
beneficiary is designated or no designated beneficiary survives the Participant,
payment shall be made to the Participant's surviving spouse, or, if none, to his
or her issue per stirpes, in a single payment. If no spouse or issue survives
the Participant, payment shall be made in a single lump sum to the Participant's
estate.
ARTICLE 6 - PLAN ADMINISTRATOR
6.1 Plan Administration and Interpretation. The Plan Administrator shall be
responsible for administering the Plan. The Plan Administrator shall have
complete control and authority to determine the rights and benefits and all
claims, demands and actions arising out of the provisions of the Plan of any
Participant, beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan. The Plan Administrator shall have
complete discretion to interpret the Plan and to decide all matters under the
Plan. Such interpretation and decision shall be final, conclusive and binding on
all Participants and any person claiming under or through any Participant, in
the absence of clear and convincing evidence that the Plan Administrator acted
arbitrarily and capriciously. Any individual serving as Plan Administrator who
is a Participant will not vote or act on any matter relating solely to himself
or herself. In such case, the Company will appoint an individual to act as Plan
Administrator to take such actions. When making a determination or calculation,
the Plan Administrator shall be entitled to rely on information furnished by a
Participant, a beneficiary, the Company or the Trustee.
6.2 Indemnification of Plan Administrator. The Company agrees to indemnify and
to defend to the fullest extent permitted by law any officer(s) or employees)
who serve as Plan Administrator (including any such individual, whether a
present or former employee, who formerly served as Plan Administrator) against
all liabilities, damages, costs and expenses (including attorneys' fees and
amounts paid in settlement of any claims approved by the Company) occasioned by
any act or omission to act in connection with the Plan, if such act or omission
is in good faith.
ARTICLE 7 - AMENDMENT AND TERMINATION
7.1 Amendments. The Company shall have the right to amend the Plan from
time to time, subject to Section 7.3.
7.2 Termination of Plan. The Company reserves the right to terminate the Plan at
any time, subject to Section 7.3. Upon termination, the Company may (a) elect to
continue to maintain the Trust to pay benefits hereunder as they become due as
if the Plan had not terminated or (b) amend the Trust as provided therein to
require prompt payment to Participant's (or their beneficiaries) of the balance
of their Accounts.
7.3 Existing Rights. No amendment or termination of the Plan shall adversely
affect the rights of any Participant with respect to amounts that have been
credited to his or her Account prior to the date of such amendment or
termination.
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ARTICLE 8 - MISCELLANEOUS
8.1 Non-assignability. None of the benefits, payments, proceeds or claims of any
participant or beneficiary shall be subject to any claim of any creditor of any
Participant or beneficiary, nor shall any Participant or beneficiary have any
right to alienate, anticipate, commute, pledge, encumber or assign any of the
benefits or payments or proceeds which he or she may expect to receive,
contingently or otherwise, under the Plan.
8.2 Limitation of Participant's Rights. Nothing contained in the Plan shall be
interpreted as a contract of employment or inducement for a Director to perform
services for the Board or the Company.
8.3 Participants Bound. Any action with respect to the Plan taken by or at the
direction of the Company, the Plan Administrator or the Trustee shall be
conclusive upon all Participants and beneficiaries entitled to benefits under
the Plan.
8.4 Receipt and Release. Any payment to any Participant or beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
satisfaction of claims against the Company, the Plan Administrator and the
Trustee under the Plan, and the Plan Administrator may require such Participant
or beneficiary, as a condition precedent to such payment, to execute a receipt
and release to such effect. If any Participant or beneficiary is determined by
the Plan Administrator to be incompetent by reason of physical or mental
disability, including minority, to give a valid receipt and release, the Plan
Administrator may cause the payment or payments becoming due to such person to
be made to another person for his or her benefit without responsibility on the
part of the Plan Administrator, the Company or the Trustee to follow the
application of such funds.
8.5 Governing Law. The Plan shall be construed, administered, and governed in
all respects under and by the laws of the State of North Carolina. If any
provision shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
8.6 Headings and Subheadings. Headings and subheadings in this Plan are
inserted for convenience only and are not to be considered in the construction
of the provisions hereof.
SIGNED AT HICKORY, NORTH CAROLINA THIS ___ DAY OF AUGUST, 1997.
COMMSCOPE, INC.
By ________________________________
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