Exhibit 10.1
HEICO Corporation
Leadership Compensation Plan
Plan Document
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Effective October 1, 2006; Amended as of September 15, 2008
HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
TABLE OF CONTENTS
Page
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ARTICLE 1 Definitions.....................................................................................................1
ARTICLE 2 Selection, Enrollment, Eligibility..............................................................................6
2.1 Selection by Committee.........................................................................................6
2.2 Enrollment and Eligibility Requirements; Commencement of Participation.........................................6
ARTICLE 3 Deferral Commitments/Company Contribution Amounts/ Company Matching Amounts/ Vesting/Crediting/Taxes............7
3.1 Minimum Deferrals..............................................................................................7
3.2 Maximum Deferral...............................................................................................8
3.3 Election to Defer; Effect of Election Form.....................................................................8
3.4 Withholding and Crediting of Annual Deferral Amounts...........................................................9
3.5 Company Contribution Amount...................................................................................10
3.6 Company Matching Amount.......................................................................................10
3.7 Crediting of Amounts after Benefit Distribution...............................................................10
3.8 Vesting.......................................................................................................10
3.9 Crediting/Debiting of Account Balances........................................................................12
3.10 FICA and Other Taxes..........................................................................................14
ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies..............................................................15
4.1 Scheduled Distribution........................................................................................15
4.2 Postponing Scheduled Distributions............................................................................15
4.3 Other Benefits Take Precedence Over Scheduled Distributions...................................................15
4.4 Unforeseeable Emergencies.....................................................................................16
ARTICLE 5 Change in Control Benefit......................................................................................16
5.1 Change in Control Benefit.....................................................................................16
5.2 Payment of Change in Control Benefit..........................................................................17
ARTICLE 6 Retirement Benefit.............................................................................................17
6.1 Retirement Benefit............................................................................................17
6.2 Payment of Retirement Benefit.................................................................................17
ARTICLE 7 Termination Benefit............................................................................................18
7.1 Termination Benefit...........................................................................................18
7.2 Payment of Termination Benefit................................................................................18
ARTICLE 8 Disability Benefit.............................................................................................18
8.1 Disability Benefit............................................................................................18
8.2 Payment of Disability Benefit.................................................................................18
ARTICLE 9 Death Benefit..................................................................................................18
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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9.1 Death Benefit.................................................................................................18
9.2 Payment of Death Benefit......................................................................................18
ARTICLE 10 Beneficiary Designation........................................................................................19
10.1 Beneficiary...................................................................................................19
10.2 Beneficiary Designation; Change; Spousal Consent..............................................................19
10.3 Acknowledgment................................................................................................19
10.4 No Beneficiary Designation....................................................................................19
10.5 Doubt as to Beneficiary.......................................................................................19
10.6 Discharge of Obligations......................................................................................19
ARTICLE 11 Leave of Absence...............................................................................................20
11.1 Paid Leave of Absence.........................................................................................20
11.2 Unpaid Leave of Absence.......................................................................................20
11.3 Leaves Resulting in Separation from Service...................................................................20
ARTICLE 12 Termination of Plan, Amendment or Modification.................................................................20
12.1 Termination of Plan...........................................................................................20
12.2 Amendment.....................................................................................................21
12.3 Plan Agreement................................................................................................21
12.4 Effect of Payment.............................................................................................21
ARTICLE 13 Administration.................................................................................................22
13.1 Committee Duties..............................................................................................22
13.2 Administration Upon Change In Control.........................................................................22
13.3 Agents........................................................................................................22
13.4 Binding Effect of Decisions...................................................................................22
13.5 Indemnity of Committee........................................................................................22
13.6 Employer Information..........................................................................................22
13.7 Receipts and Release..........................................................................................22
ARTICLE 14 Other Benefits and Agreements..................................................................................23
14.1 Coordination with Other Benefits..............................................................................23
ARTICLE 15 Claims Procedures..............................................................................................23
15.1 Presentation of Claim.........................................................................................23
15.2 Notification of Decision......................................................................................23
15.3 Review of a Denied Claim......................................................................................24
15.4 Decision on Review............................................................................................24
15.5 Legal Action..................................................................................................25
ARTICLE 16 Trust..........................................................................................................25
16.1 Establishment of the Trust....................................................................................25
16.2 Interrelationship of the Plan and the Trust...................................................................25
16.3 Distributions From the Trust..................................................................................25
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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ARTICLE 17 Miscellaneous..................................................................................................25
17.1 Status of Plan................................................................................................25
17.2 Unsecured General Creditor....................................................................................25
17.3 Employer's Liability..........................................................................................25
17.4 Nonassignability..............................................................................................26
17.5 Not a Contract of Employment..................................................................................26
17.6 Furnishing Information........................................................................................26
17.7 Terms.........................................................................................................26
17.8 Captions......................................................................................................26
17.9 Governing Law.................................................................................................26
17.10 Notice........................................................................................................26
17.11 Successors....................................................................................................27
17.12 Spouse's Interest.............................................................................................27
17.13 Validity......................................................................................................27
17.14 Incompetent...................................................................................................27
17.15 Court Order...................................................................................................27
17.16 Distribution in the Event of Income Inclusion Under 409A......................................................28
17.17 Deduction Limitation on Benefit Payments......................................................................28
17.18 Insurance.....................................................................................................28
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
Purpose
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The purpose of this Plan is to provide specified benefits to Directors
and a select group of management or highly compensated Employees who contribute
materially to the continued growth, development and future business success of
HEICO Corporation, a Florida corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA. This Plan is also intended to comply with all applicable
law, including Code Section 409A and related Treasury guidance and Regulations,
and shall be operated and interpreted in accordance with this intention.
ARTICLE 1
Definitions
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For the purposes of this Plan, unless otherwise clearly apparent from
the context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Account Balance" shall mean, with respect to a Participant, an entry
on the records of the Employer equal to the sum of the Participant's
Annual Accounts. The Account Balance shall be a bookkeeping entry only
and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or
her designated Beneficiary, pursuant to this Plan.
1.2 "Annual Account" shall mean, with respect to a Participant, an entry
on the records of the Employer equal to the following amount: (i) the
sum of the Participant's Annual Deferral Amount, Company Contribution
Amount and Company Matching Amount for any one Plan Year, plus (ii)
amounts credited or debited to such amounts pursuant to this Plan,
less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Annual Account
for such Plan Year. The Annual Account shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or
her designated Beneficiary, pursuant to this Plan.
1.3 "Annual Deferral Amount" shall mean that portion of a Participant's
Base Salary, Bonus, Commissions, Director Fees and LTIP Amounts that a
Participant defers in accordance with Article 3 for any one Plan Year,
without regard to whether such amounts are withheld and credited
during such Plan Year. In the event of a Participant's Retirement,
Disability, death or Termination of Employment prior to the end of a
Plan Year, such year's Annual Deferral Amount shall be the actual
amount withheld prior to such event.
1.4 "Annual Installment Method" shall be an annual installment payment
over the number of years selected by the Participant in accordance
with this Plan, calculated as follows: (i) for the first annual
installment, the vested portion of each Annual Account shall be
calculated as of the close of business on or around the Participant's
Benefit Distribution Date, as determined by the Committee in its sole
discretion, and (ii) for remaining annual installments, the vested
portion of each applicable Annual Account shall be calculated on every
anniversary of such calculation date, as applicable. Each annual
installment shall be calculated by multiplying this balance by a
fraction, the numerator of which is one and the denominator of which
is the remaining number of
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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annual payments due to the Participant. By way of example, if the
Participant elects a ten (10) year Annual Installment Method as the
form of Retirement Benefit for an Annual Account, the first payment
shall be 1/10 of the vested balance of such Annual Account, calculated
as described in this definition. The following year, the payment shall
be 1/9 of the vested balance of such Annual Account, calculated as
described in this definition.
1.5 "Base Salary" shall mean the annual cash compensation relating to
services performed during any calendar year, excluding distributions
from nonqualified deferred compensation plans, bonuses, commissions,
overtime, fringe benefits, stock options, relocation expenses,
incentive payments, non-monetary awards, director fees and other fees,
and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are
included in the Employee's gross income). Base Salary shall be
calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or
nonqualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant's gross income under
Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided, however, that all such amounts
will be included in compensation only to the extent that had there
been no such plan, the amount would have been payable in cash to the
Employee.
1.6 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 10, that are entitled
to receive benefits under this Plan upon the death of a Participant.
1.7 "Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
1.8 "Benefit Distribution Date" shall mean a date that triggers
distribution of a Participant's vested benefits. A Benefit
Distribution Date for a Participant shall be determined upon the
occurrence of any one of the following:
(a) If the Participant Retires, the Benefit Distribution Date for his
or her vested Account Balance shall be the last day of the
six-month period immediately following the date on which the
Participant Retires; provided, however, in the event the
Participant changes the Retirement Benefit election for one or
more Annual Accounts in accordance with Section 6.2(b), the
Benefit Distribution Date for such Annual Account(s) shall be
postponed in accordance with such section 6.2(b); or
(b) If the Participant experiences a Termination of Employment, the
Benefit Distribution Date for his or her vested Account Balance
shall be the last day of the six-month period immediately
following the date on which the Participant experiences a
Termination of Employment; or
(c) If the Participant dies prior to the complete distribution of his
or her vested Account Balance, the Participant's Benefit
Distribution Date shall be the date on which the
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
Committee is provided with proof that is satisfactory to the
Committee of the Participant's death; or
(d) If the Participant becomes Disabled, the Participant's Benefit
Distribution Date shall be the date on which the Participant
becomes Disabled; or
(e) If (i) a Change in Control occurs prior to the Participant's
Termination of Employment, Retirement, death or Disability, and
(ii) the Participant has elected to receive a Change in Control
Benefit, as set forth in Section 5.1 below, the Participant's
Benefit Distribution Date shall be the date on which the Company
experiences a Change in Control, as determined by the Committee
in its sole discretion.
1.9 "Board" shall mean the board of directors of the Company.
1.10 "Bonus" shall mean any compensation, in addition to Base Salary,
Commissions and LTIP Amounts, earned by a Participant for services
rendered during a Plan Year, under any Employer's annual bonus and
cash incentive plans.
1.11 "Change in Control" shall mean any "change in control event" as
defined in accordance with Code Section 409A and related Treasury
guidance and Regulations.
1.12 "Change in Control Benefit" shall have the meaning set forth in
Article 5.
1.13 "Claimant" shall have the meaning set forth in Section 15.1.
1.14 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
1.15 "Commissions" shall mean the cash commissions earned by a Participant
from any Employer for services rendered during a Plan Year, excluding
Bonus, LTIP Amounts or other additional incentives or awards earned by
the Participant.
1.16 "Committee" shall mean the committee described in Article 13.
1.17 "Company" shall mean HEICO Corporation, a Florida corporation, and any
successor to all or substantially all of the Company's assets or
business.
1.18 "Company Contribution Amount" shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.5.
1.19 "Company Matching Amount" shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.6.
1.20 "Death Benefit" shall mean the benefit set forth in Article 9.
1.21 "Director" shall mean any member of the board of directors of any
Employer.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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1.22 "Director Fees" shall mean the annual fees earned by a Director from
any Employer, including retainer fees and meetings fees, as
compensation for serving on the board of directors.
1.23 "Disability" or "Disabled" shall mean that a Participant is (i) unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an
accident or health plan covering employees of the Participant's
Employer. For purposes of this Plan, a Participant shall be deemed
Disabled if determined to be totally disabled by the Social Security
Administration, or if determined to be disabled in accordance with the
applicable disability insurance program of such Participant's
Employer, provided that the definition of "disability" applied under
such disability insurance program complies with the requirements in
the preceding sentence.
1.24 "Disability Benefit" shall mean the benefit set forth in Article 8.
1.25 "Election Form" shall mean the form, which may be in electronic
format, established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make an
election under the Plan.
1.26 "Employee" shall mean a person who is an employee of any Employer.
1.27 "Employer(s)" shall mean the Company and/or any of its subsidiaries
(now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the
Plan as a sponsor.
1.28 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as it may be amended from time to time.
1.29 "First Plan Year" shall mean the period beginning October 1, 2006 and
ending October 31, 2006.
1.30 "401(k) Plan" shall mean, with respect to an Employer, a plan
qualified under Code Section 401(a) that contains a cash or deferral
arrangement described in Code Section 401(k), adopted by the Employer,
as it may be amended from time to time, or any successor thereto.
1.31 "LTIP Amounts" shall mean any portion of the compensation attributable
to a Plan Year that is earned by a Participant as an Employee under
any Employer's long-term incentive plan or any other long-term
incentive arrangement designated by the Committee.
1.32 "Participant" shall mean any Employee or Director (i) who is selected
to participate in the Plan, (ii) who submits an executed Plan
Agreement, Election Form and Beneficiary Designation Form, which are
accepted by the Committee, and (iii) whose Plan Agreement has not
terminated.
1.33 "Plan" shall mean the HEICO Corporation Executive Retention Plan,
which shall be evidenced by this instrument and by each Plan
Agreement, as they may be amended from time to time.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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1.34 "Plan Agreement" shall mean a written agreement, as may be amended
from time to time, which is entered into by and between an Employer
and a Participant. Each Plan Agreement executed by a Participant and
the Participant's Employer shall provide for the entire benefit to
which such Participant is entitled under the Plan; should there be
more than one Plan Agreement, the Plan Agreement bearing the latest
date of acceptance by the Employer shall supersede all previous Plan
Agreements in their entirety and shall govern such entitlement. The
terms of any Plan Agreement may be different for any Participant, and
any Plan Agreement may provide additional benefits not set forth in
the Plan or limit the benefits otherwise provided under the Plan;
provided, however, that any such additional benefits or benefit
limitations must be agreed to by both the Employer and the
Participant.
1.35 "Plan Year" shall, except for the First Plan Year, mean a period
beginning on November 1 of each year and continuing through October 31
of the following year.
1.36 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
Employee, separation from service with all Employers for any reason
other than death or Disability, as determined in accordance with Code
Section 409A and related Treasury guidance and Regulations, on or
after the earlier of the attainment of (a) age sixty-five (65) or (b)
age fifty-five (55) with ten (10) Years of Service; and shall mean
with respect to a Director who is not an Employee, separation from
service as a Director with all Employers. Except as otherwise required
to comply with Code Section 409A, if a Participant is both an Employee
and a Director, Retirement shall occur when he or she Retires as an
Employee (whether or not the Participant also terminates service as a
Director).
1.37 "Retirement Benefit" shall mean the benefit set forth in Article 6.
1.38 "Scheduled Distribution" shall mean the distribution set forth in
Section 4.1.
1.39 "Stock" shall mean HEICO Corporation common stock, $.01 par value, or
any other equity securities designated by the Committee.
1.40 "Terminate the Plan", "Termination of the Plan" shall mean a
determination by an Employer's board of directors that (i) all of its
Participants shall no longer be eligible to participate in the Plan,
(ii) no new deferral elections for such Participants shall be
permitted, and (iii) such Participants shall no longer be eligible to
receive company contributions under this Plan.
1.41 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.42 "Termination of Employment" shall mean the separation from service
with all Employers, voluntarily or involuntarily, for any reason other
than Retirement, Disability or death, as determined in accordance with
Code Section 409A and related Treasury guidance and Regulations.
Except as otherwise required to comply with Code Section 409A, if a
Participant is both an Employee and a Director, a Termination of
Employment shall occur upon the termination of service as an Employee
(whether or not the Participant also terminates service as a
Director).
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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1.43 "Trust" shall mean one or more trusts established by the Company in
accordance with Article 16.
1.44 "Unforeseeable Emergency" shall mean a severe financial hardship of the
Participant or his or her Beneficiary resulting from (i) an illness or
accident of the Participant or Beneficiary, the Participant's or
Beneficiary's spouse, or the Participant's or Beneficiary's dependent
(as defined in Code Section 152(a)), (ii) a loss of the Participant's
or Beneficiary's property due to casualty, or (iii) such other similar
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant or the Participant's
Beneficiary, all as determined in the sole discretion of the Committee.
1.45 "Years of Service" shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of
this definition, a year of employment shall be a 365 day period (or 366
day period in the case of a leap year) that, for the first year of
employment, commences on the Employee's date of hiring and that, for
any subsequent year, commences on an anniversary of that hiring date.
The Committee shall make a determination as to whether any partial year
of employment shall be counted as a Year of Service.
ARTICLE 2
Selection, Enrollment, Eligibility
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2.1 Selection by Committee. Participation in the Plan shall be limited to
Directors and, as determined by the Committee in its sole discretion, a
select group of management or highly compensated Employees. From that
group, the Committee shall select, in its sole discretion, those
individuals who may actually participate in this Plan.
2.2 Enrollment and Eligibility Requirements; Commencement of Participation.
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(a) As a condition to participation, each Director or selected
Employee who is eligible to participate in the Plan effective as
of the first day of a Plan Year shall complete, execute and
return to the Committee a Plan Agreement, an Election Form and a
Beneficiary Designation Form, prior to the first day of such Plan
Year, or such other earlier deadline as may be established by the
Committee in its sole discretion. In addition, the Committee
shall establish from time to time such other enrollment
requirements as it determines, in its sole discretion, are
necessary. With respect to the First Plan Year, each Director or
selected Employee must complete these requirements within thirty
(30) days of the date on which such Director or Employee becomes
eligible to participate in the Plan. Except as provided in
Section 2.2(b) below, with respect to any Plan Year after the
First Plan Year, each Director or selected Employee must complete
these requirements prior to the first day of such Plan Year, or
such other earlier deadline as may be established by the
Committee in its sole discretion.
(b) A Director or selected Employee who first becomes eligible to
participate in this Plan after the first day of a Plan Year must
complete, execute and return to the Committee a Plan Agreement,
an Election Form, and a Beneficiary Designation Form within
thirty (30) days after he or she first becomes eligible to
participate in the Plan, or within such other earlier deadline as
may be established by the Committee, in its sole discretion, in
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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order to participate for that Plan Year. In such event, such
person's participation in this Plan shall not commence earlier
than the date determined by the Committee pursuant to Section
2.2(c) and such person shall not be permitted to defer under this
Plan any portion of his or her Base Salary, Bonus, LTIP Amounts,
Commissions and/or Director Fees that are paid with respect to
services performed prior to his or her participation commencement
date, except to the extent permissible under Code Section 409A
and related Treasury guidance or Regulations.
(c) Each Director or selected Employee who is eligible to participate
in the Plan shall commence participation in the Plan on the date
that the Committee determines, in its sole discretion, that the
Director or Employee has met all enrollment requirements set
forth in this Plan and required by the Committee, including
returning all required documents to the Committee within the
specified time period. Notwithstanding the foregoing, the
Committee shall process such Participant's deferral election as
soon as administratively practicable after such deferral election
is submitted to and accepted by the Committee.
(d) If a Director or an Employee fails to meet all requirements
contained in this Section 2.2 within the period required, that
Director or Employee shall not be eligible to participate in the
Plan during such Plan Year.
ARTICLE 3
Deferral Commitments/Company Contribution Amounts/
--------------------------------------------------
Company Matching Amounts/ Vesting/Crediting/Taxes
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3.1 Minimum Deferrals.
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(a) Annual Deferral Amount. For each Plan Year, a Participant may
elect to defer, as his or her Annual Deferral Amount, Base
Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees in
the following minimum amounts for each deferral elected:
------------------------------------------------------
Deferral Minimum Amount
------------------------ ----------------------------
Base Salary, Bonus,
Commissions and/or LTIP $5,000 aggregate
Amounts
------------------------ ----------------------------
Director Fees $0
------------------------ ----------------------------
If the Committee determines, in its sole discretion, prior to the
beginning of a Plan Year that a Participant has made an election
for less than the stated minimum amounts, or if no election is
made, the amount deferred shall be zero. If the Committee
determines, in its sole discretion, at any time after the
beginning of a Plan Year that a Participant has deferred less
than the stated minimum amounts for that Plan Year, any amount
credited to the Participant's applicable Annual Account as the
Annual Deferral Amount for that Plan Year shall be distributed to
the Participant within sixty (60) days after the last day of the
Plan Year in which the Committee determination was made.
(b) Short Plan Year. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Plan Year,
or in the case of the First Plan Year of the
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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Plan itself, the minimum Annual Deferral Amount shall be an
amount equal to the minimum set forth above, multiplied by a
fraction, the numerator of which is the number of complete months
remaining in the Plan Year and the denominator of which is 12.
3.2 Maximum Deferral.
----------------
(a) Annual Deferral Amount. For each Plan Year, a Participant may
elect to defer, as his or her Annual Deferral Amount, Base
Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees up
to the following maximum percentages for each deferral elected:
------------------------------------------------------
Deferral Maximum Percentage
------------------------ ----------------------------
Base Salary 100%
------------------------ ----------------------------
Bonus 100%
------------------------ ----------------------------
Commissions 100%
------------------------ ----------------------------
LTIP Amounts 100%
------------------------ ----------------------------
Director Fees 100%
------------------------ ----------------------------
(b) Short Plan Year. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Plan Year,
or in the case of the First Plan Year of the Plan itself, the
maximum Annual Deferral Amount shall be limited to the amount of
compensation not yet earned by the Participant as of the date the
Participant submits a Plan Agreement and Election Form to the
Committee for acceptance, except to the extent permissible under
Code Section 409A and related Treasury guidance or Regulations.
For compensation that is earned based upon a specified
performance period, the Participant's deferral election will
apply to the portion of such compensation that is equal to (i)
the total amount of compensation for the performance period,
multiplied by (ii) a fraction, the numerator of which is the
number of days remaining in the service period after the
Participant's deferral election is made, and the denominator of
which is the total number of days in the performance period.
3.3 Election to Defer; Effect of Election Form.
------------------------------------------
(a) First Plan Year. In connection with a Participant's commencement
of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the
Participant commences participation in the Plan, along with such
other elections as the Committee deems necessary or desirable
under the Plan. For these elections to be valid, the Election
Form must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.2 above)
and accepted by the Committee.
(b) Subsequent Plan Years. For each succeeding Plan Year, a
Participant may elect to defer Base Salary, Bonus, Commissions,
Director Fees and LTIP Amounts, and make such other elections as
the Committee deems necessary or desirable under the Plan by
timely delivering a new Election Form to the Committee, in
accordance with its rules and procedures, before the December
31st preceding the Plan Year in which such compensation is
earned, or before such other deadline established by the
Committee in
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accordance with the requirements of Code Section 409A and related
Treasury guidance or Regulations. For compensation which is
earned over one or more consecutive fiscal years of an Employer
that is not payable during the service period, the Committee may
determine that a Participant may defer such compensation by
making an election before the last day of the fiscal year
preceding the first fiscal year in which the services are
performed.
Any deferral election(s) made in accordance with this Section
3.3(b) shall be irrevocable; provided, however, that if the
Committee requires Participants to make a deferral election for
"performance-based compensation" by the deadline(s) described
above, it may, in its sole discretion, and in accordance with
Code Section 409A and related Treasury guidance or Regulations,
permit a Participant to subsequently change his or her deferral
election for such compensation by submitting an Election Form to
the Committee no later than the deadline established by the
Committee pursuant to Section 3.3(c) below.
(c) Performance-Based Compensation. Notwithstanding the foregoing,
the Committee may, in its sole discretion, determine that an
irrevocable deferral election pertaining to "performance-based
compensation" based on services performed over a period of at
least twelve (12) months, may be made by timely delivering an
Election Form to the Committee, in accordance with its rules and
procedures, no later than six (6) months before the end of the
performance service period. "Performance-based compensation"
shall be compensation, the payment or amount of which is
contingent on pre-established organizational or individual
performance criteria, which satisfies the requirements of Code
Section 409A and related Treasury guidance or Regulations. In
order to be eligible to make a deferral election for
performance-based compensation, a Participant must perform
services continuously from a date no later than the date upon
which the performance criteria for such compensation are
established through the date upon which the Participant makes a
deferral election for such compensation. In no event shall an
election to defer performance-based compensation be permitted
after such compensation has become both substantially certain to
be paid and readily ascertainable.
(d) Compensation Subject to Risk of Forfeiture. With respect to
compensation (i) to which a Participant has a legally binding
right to payment in a subsequent year, and (ii) that is subject
to a forfeiture condition requiring the Participant's continued
services for a period of at least twelve (12) months from the
date the Participant obtains the legally binding right, the
Committee may, in its sole discretion, determine that an
irrevocable deferral election for such compensation may be made
by timely delivering an Election Form to the Committee in
accordance with its rules and procedures, no later than the 30th
day after the Participant obtains the legally binding right to
the compensation, provided that the election is made at least
twelve (12) months in advance of the earliest date at which the
forfeiture condition could lapse.
3.4 Withholding and Crediting of Annual Deferral Amounts. For each Plan
Year, the Base Salary portion of the Annual Deferral Amount shall be
withheld from each regularly scheduled Base Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in
Base Salary. The Bonus, Commissions, LTIP Amounts and/or Director Fees
portion of the
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Annual Deferral Amount shall be withheld at the time the Bonus,
Commissions, LTIP Amounts or Director Fees are or otherwise would be
paid to the Participant, whether or not this occurs during the Plan
Year itself. Annual Deferral Amounts shall be credited to the
Participant's Annual Account for such Plan Year at the time such
amounts would otherwise have been paid to the Participant.
3.5 Company Contribution Amount.
---------------------------
(a) For each Plan Year, an Employer may be required to credit amounts
to a Participant's Annual Account in accordance with employment
or other agreements entered into between the Participant and the
Employer, which amounts shall be part of the Participant's
Company Contribution Amount for that Plan Year. Such amounts
shall be credited to the Participant's Annual Account for the
applicable Plan Year on the date or dates prescribed by such
agreements.
(b) For each Plan Year, an Employer, in its sole discretion, may, but
is not required to, credit any amount it desires to any
Participant's Annual Account under this Plan, which amount shall
be part of the Participant's Company Contribution Amount for that
Plan Year. The amount so credited to a Participant may be smaller
or larger than the amount credited to any other Participant, and
the amount credited to any Participant for a Plan Year may be
zero, even though one or more other Participants receive a
Company Contribution Amount for that Plan Year. The Company
Contribution Amount described in this Section 3.5(b), if any,
shall be credited to the Participant's Annual Account for the
applicable Plan Year on a date or dates to be determined by the
Committee, in its sole discretion.
3.6 Company Matching Amount. A Participant's Company Matching Amount for
any Plan Year shall be equal to 50% of the first 6% of Base Salary
deferred for such Plan Year, unless otherwise determined by the
Committee in its sole discretion. The Participant's Company Matching
Amount, if any, shall be credited to the Participant's Annual Account
for the applicable Plan Year on a date or dates to be determined by
the Committee, in its sole discretion.
3.7 Crediting of Amounts after Benefit Distribution. Notwithstanding any
provision in this Plan to the contrary, should the complete
distribution of a Participant's vested Account Balance occur prior to
the date on which any portion of (i) the Annual Deferral Amount that a
Participant has elected to defer in accordance with Section 3.3, (ii)
the Company Contribution Amount, or (iii) the Company Matching Amount,
would otherwise be credited to the Participant's Account Balance, such
amounts shall not be credited to the Participant's Account Balance,
but shall be paid to the Participant in a manner determined by the
Committee, in its sole discretion.
3.8 Vesting.
-------
(a) A Participant shall at all times be 100% vested in his or her
deferrals of Base Salary, Bonus, Commissions, LTIP Amounts and
Director's Fees.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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(b) A Participant shall vest in each Company Contribution Amount,
plus amounts credited and debited on such amount, in accordance
with the schedule below based on the number of full Plan Years
following the Plan Year to which the contribution relates.
However, on or prior to the date on which a Participant is
awarded a Company Contribution Amount for a Plan Year, the
Committee, in its sole discretion, may designate a different
vesting schedule in lieu of the schedule described below that
will apply to such Company Contribution Amount. Unless otherwise
declared by the Committee, a new vesting schedule shall apply to
each Company Contribution Amount.
-----------------------------------------------------------------
Plan Years Following Year to which
Contribution Relates Vested Percentage
-------------------------------------- -----------------------
Less than 1 year 0%
-------------------------------------- -----------------------
1 year or more, but less than 2 25%
-------------------------------------- -----------------------
2 years or more, but less than 3 50%
-------------------------------------- -----------------------
3 years or more, but less than 4 75%
-------------------------------------- -----------------------
4 years or more 100%
-------------------------------------- -----------------------
(c) A Participant shall be vested in the portion of his or her
Account Balance attributable to any Company Matching Amounts,
plus amounts credited or debited on such amounts (pursuant to
Section 3.9), only to the extent that the Participant would be
vested in such amounts under the provisions of the 401(k) Plan,
as determined by the Committee in its sole discretion.
(d) Notwithstanding anything to the contrary contained in this
Section 3.8, in the event of a Change in Control, or upon a
Participant's Retirement, death while employed by an Employer, or
Disability, any amounts that are not vested in accordance with
Sections 3.8(b) or 3.8(c) above, shall immediately become 100%
vested (if it is not already vested in accordance with the above
vesting schedules).
(e) Notwithstanding subsection 3.8(d) above, the vesting schedules
described in Sections 3.8(b) and 3.8(c) shall not be accelerated
upon a Change in Control to the extent that the Committee
determines that such acceleration would cause the deduction
limitations of Section 280G of the Code to become effective, but
only if and to the extent that not accelerating the vesting would
result in the net after-tax value (taking into account any tax
imposed by Code Section 4999) of any compensation that is payable
by the Company to the Participant that is treated as a "parachute
payment" under Code Section 280G being greater by not
accelerating such vesting than the net-after tax value of that
compensation would be if the vesting schedule was accelerated. In
the event of such a determination, the Participant may request
independent verification of the Committee's calculations with
respect to the application of Section 280G. In such case, the
Committee must provide to the Participant within ninety (90) days
of such a request an opinion from a nationally recognized
accounting firm selected by the Participant (the "Accounting
Firm"). The opinion shall state the Accounting Firm's opinion
that any limitation in the
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
vested percentage hereunder is necessary to avoid the limits of
Section 280G and contain supporting calculations. The cost of
such opinion shall be paid for by the Company.
(f) Section 3.8(e) shall not prevent the acceleration of the vesting
schedules described in Sections 3.8(b) and 3.8(c) if such
Participant is entitled to a "gross-up" payment, to eliminate the
effect of the Code section 4999 excise tax, pursuant to his or
her employment agreement or other agreement entered into between
such Participant and the Employer.
3.9 Crediting/Debiting of Account Balances. In accordance with, and
subject to, the rules and procedures that are established from time to
time by the Committee, in its sole discretion, amounts shall be
credited or debited to a Participant's Account Balance in accordance
with the following rules:
(a) Measurement Funds. Subject to the restrictions found in Section
3.9(d) below, a Participant may elect one or more of the
measurement funds selected by the Committee, in its sole
discretion, which are based on certain mutual funds (the
"Measurement Funds"), for the purpose of crediting or debiting
additional amounts to his or her Account Balance. As necessary,
the Committee may, in its sole discretion, discontinue,
substitute or add a Measurement Fund. Each such action will take
effect as of the first day of the first calendar quarter that
begins at least thirty (30) days after the day on which the
Committee gives Participants advance written notice of such
change.
(b) Election of Measurement Funds. Subject to the restrictions found
in Section 3.9(d) below, a Participant, in connection with his or
her initial deferral election in accordance with Section 3.3(a)
above, shall elect, on the Election Form, one or more Measurement
Fund(s) (as described in Section 3.9(a) above) to be used to
determine the amounts to be credited or debited to his or her
Account Balance. If a Participant does not elect any of the
Measurement Funds as described in the previous sentence, the
Participant's Account Balance shall automatically be allocated
into the lowest-risk Measurement Fund, as determined by the
Committee, in its sole discretion. Subject to the restrictions
found in Section 3.9(d) below, the Participant may (but is not
required to) elect, by submitting an Election Form to the
Committee that is accepted by the Committee, to add or delete one
or more Measurement Fund(s) to be used to determine the amounts
to be credited or debited to his or her Account Balance, or to
change the portion of his or her Account Balance allocated to
each previously or newly elected Measurement Fund. If an election
is made in accordance with the previous sentence, it shall apply
as of the first business day deemed reasonably practicable by the
Committee, in its sole discretion, and shall continue thereafter
for each subsequent day in which the Participant participates in
the Plan, unless changed in accordance with the previous
sentence. Notwithstanding the foregoing, the Committee, in its
sole discretion, may impose limitations on the frequency with
which one or more of the Measurement Funds elected in accordance
with this Section 3.9(b) may be added or deleted by such
Participant; furthermore, the Committee, in its sole discretion,
may impose limitations on the frequency with which the
Participant may change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
(c) Proportionate Allocation. In making any election described in
Section 3.9(b) above, the Participant shall specify on the
Election Form, in increments of one percent (1%), the percentage
of his or her Account Balance or Measurement Fund, as applicable,
to be allocated/reallocated.
(d) HEICO Corporation Stock Unit Fund.
---------------------------------
(i) The Participant's Director Fees, if any, that would
otherwise be payable in Stock and are deferred under this
Plan will be automatically and irrevocably allocated to
the HEICO Corporation Stock Unit Fund Measurement Fund.
Participants may not select any other Measurement Fund to
be used to determine the amounts to be credited or
debited to the portion of their Account Balance
attributable to such Director Fees. Furthermore, no other
portion of the Participant's Account Balance can be
either initially allocated or re-allocated to the HEICO
Corporation Stock Unit Fund. Amounts allocated to the
HEICO Corporation Stock Unit Fund shall only be
distributable in actual shares of Stock.
(ii) Any stock dividends or other non-cash dividends that
would have been payable on the Stock credited to a
Participant's Account Balance shall be credited to the
Participant's Account Balance in the form of additional
shares of Stock and shall automatically and irrevocably
be deemed to be re-invested in the HEICO Corporation
Stock Unit Fund until such amounts are distributed to the
Participant. The number of shares credited to the
Participant for a particular stock dividend shall be
equal to (a) the number of shares of Stock credited to
the Participant's Account Balance as of the payment date
for such dividend in respect of each share of Stock,
multiplied by (b) the number of additional or fractional
shares of Stock actually paid as a dividend in respect of
each share of Stock. The number of shares credited to the
Participant for a particular stock dividend or other
non-cash dividend shall be equal to (a) the number of
shares of Stock credited to the Participant's Account
Balance as of the payment date for such dividend in
respect of each share of Stock, multiplied by (b) the
fair market value of the dividend, divided by (c) the
"fair market value" of the Stock on the payment date for
such dividend.
(iii) The number of shares of Stock credited to the
Participant's Account Balance may be adjusted by the
Committee, in its sole discretion, to prevent dilution or
enlargement of Participants' rights with respect to the
portion of his or her Account Balance allocated to the
HEICO Corporation Stock Unit Fund in the event of any
reorganization, reclassification, stock split, or other
unusual corporate transaction or event which affects the
value of the Stock, provided that any such adjustment
shall be made taking into account any crediting of shares
of Stock to the Participant under Section 3.9.
(iv) For purposes of this Section 3.9(d), the fair market
value of the Stock shall be determined by the Committee
in its sole discretion.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
(e) Crediting or Debiting Method. The performance of each Measurement
Fund (either positive or negative) will be determined on a daily
basis based on the manner in which such Participant's Account
Balance has been hypothetically allocated among the Measurement
Funds by the Participant.
(f) No Actual Investment. Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a
Participant's election of any such Measurement Fund, the
allocation of his or her Account Balance thereto, the calculation
of additional amounts and the crediting or debiting of such
amounts to a Participant's Account Balance shall not be
considered or construed in any manner as an actual investment of
his or her Account Balance in any such Measurement Fund. In the
event that the Company or the Trustee (as that term is defined in
the Trust), in its own discretion, decides to invest funds in any
or all of the investments on which the Measurement Funds are
based, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a
Participant's Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or
her behalf by the Company or the Trust; the Participant shall at
all times remain an unsecured creditor of the Company.
3.10 FICA and Other Taxes.
--------------------
(a) Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the
Participant's Employer(s) shall withhold from that portion of the
Participant's Base Salary, Bonus, Commissions and/or LTIP Amounts
that is not being deferred, in a manner determined by the
Employer(s), the Participant's share of FICA and other employment
taxes on such Annual Deferral Amount. If necessary, the Committee
may reduce the Annual Deferral Amount in order to comply with
this Section 3.10.
(b) Company Matching Amounts and Company Contribution Amounts. When a
Participant becomes vested in a portion of his or her Account
Balance attributable to any Company Matching Amounts and/or
Company Contribution Amounts, the Participant's Employer(s) shall
withhold from that portion of the Participant's Base Salary,
Bonus, Commissions and/or LTIP Amounts that is not deferred, in a
manner determined by the Employer(s), the Participant's share of
FICA and other employment taxes on such amounts. If necessary,
the Committee may reduce the vested portion of the Participant's
Company Matching Amount or Company Contribution Amount, as
applicable, in order to comply with this Section 3.10.
(c) Distributions. The Participant's Employer(s), or the trustee of
the Trust, shall withhold from any payments made to a Participant
under this Plan all Federal, state and local income, employment
and other taxes required to be withheld by the Employer(s), or
the trustee of the Trust, in connection with such payments, in
amounts and in a manner to be determined in the sole discretion
of the Employer(s) and the trustee of the Trust.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
ARTICLE 4
Scheduled Distribution; Unforeseeable Emergencies
-------------------------------------------------
4.1 Scheduled Distribution. In connection with each election to defer an
Annual Deferral Amount, a Participant may irrevocably elect to receive
a Scheduled Distribution, in the form of a lump sum payment, from the
Plan with respect to all or a portion of the Annual Deferral Amount.
The Scheduled Distribution shall be a lump sum payment in an amount
that is equal to the portion of the Annual Deferral Amount the
Participant elected to have distributed as a Scheduled Distribution,
plus amounts credited or debited in the manner provided in Section 3.9
above on that amount, calculated as of the close of business on or
around the date on which the Scheduled Distribution becomes payable,
as determined by the Committee in its sole discretion. Subject to the
other terms and conditions of this Plan, each Scheduled Distribution
elected shall be paid out during a sixty (60) day period commencing
immediately after the first day of any Plan Year designated by the
Participant (the "Scheduled Distribution Date"). The Plan Year
designated by the Participant must be at least three (3) Plan Years
after the end of the Plan Year to which the Participant's deferral
election described in Section 3.3 relates, unless otherwise provided
on an Election Form approved by the Committee in its sole discretion.
By way of example, if a Scheduled Distribution is elected for Annual
Deferral Amounts that are earned in the Plan Year commencing January
1, 2007, the earliest Scheduled Distribution Date that may be
designated by a Participant would be January 1, 2011, and the
Scheduled Distribution would become payable during the sixty (60) day
period commencing immediately after such Scheduled Distribution Date.
4.2 Postponing Scheduled Distributions. A Participant may elect to
postpone a Scheduled Distribution described in Section 4.1 above, and
have such amount paid out during a sixty (60) day period commencing
immediately after an allowable alternative distribution date
designated by the Participant in accordance with this Section 4.2. In
order to make this election, the Participant must submit a new
Scheduled Distribution Election Form to the Committee in accordance
with the following criteria:
(a) Such Scheduled Distribution Election Form must be submitted to
and accepted by the Committee in its sole discretion at least
twelve (12) months prior to the Participant's previously
designated Scheduled Distribution Date;
(b) The new Scheduled Distribution Date selected by the Participant
must be the first day of a Plan Year, and must be at least five
years after the previously designated Scheduled Distribution
Date; and
(c) The election of the new Scheduled Distribution Date shall have no
effect until at least twelve (12) months after the date on which
the election is made.
4.3 Other Benefits Take Precedence Over Scheduled Distributions. Should a
Benefit Distribution Date occur that triggers a benefit under Articles
5, 6, 7, 8, or 9, any Annual Deferral Amount that is subject to a
Scheduled Distribution election under Section 4.1 shall not be paid in
accordance with Section 4.1, but shall be paid in accordance with the
other applicable Article.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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Notwithstanding the foregoing, the Committee shall interpret this
Section 4.3 in a manner that is consistent with Code Section 409A and
related Treasury guidance and Regulations.
4.4 Unforeseeable Emergencies.
-------------------------
(a) If the Participant experiences an Unforeseeable Emergency, the
Participant may petition the Committee to receive a partial or
full payout from the Plan, subject to the provisions set forth
below.
(b) The payout, if any, from the Plan shall not exceed the lesser of
(i) the Participant's vested Account Balance, calculated as of
the close of business on or around the date on which the amount
becomes payable, as determined by the Committee in its sole
discretion, or (ii) the amount necessary to satisfy the
Unforeseeable Emergency, plus amounts necessary to pay Federal,
state, or local income taxes or penalties reasonably anticipated
as a result of the distribution. Notwithstanding the foregoing, a
Participant may not receive a payout from the Plan to the extent
that the Unforeseeable Emergency is or may be relieved (A)
through reimbursement or compensation by insurance or otherwise,
(B) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe
financial hardship or (C) by cessation of deferrals under this
Plan.
(c) If the Committee, in its sole discretion, approves a
Participant's petition for payout from the Plan, the Participant
shall receive a payout from the Plan within sixty (60) days of
the date of such approval, and the Participant's deferrals under
the Plan shall be terminated as of the date of such approval.
(d) In addition, a Participant's deferral elections under this Plan
shall be terminated to the extent the Committee determines, in
its sole discretion, that termination of such Participant's
deferral elections is required pursuant to Treas. Reg. [SEC]
1.401(k)-1(d)(3) for the Participant to obtain a hardship
distribution from an Employer's 401(k) Plan. If the Committee
determines, in its sole discretion, that a termination of the
Participant's deferrals is required in accordance with the
preceding sentence, the Participant's deferrals shall be
terminated as soon as administratively practicable following the
date on which such determination is made, and the Participant
shall not be entitled to make a new deferral election until such
time as the Committee determines.
(e) Notwithstanding the foregoing, the Committee shall interpret all
provisions relating to a payout and/or termination of deferrals
under this Section 4.4 in a manner that is consistent with Code
Section 409A and related Treasury guidance and Regulations.
ARTICLE 5
Change in Control Benefit
-------------------------
5.1 Change in Control Benefit. A Participant, in connection with his or
her commencement of participation in the Plan, shall irrevocably elect
on an Election Form whether to (i) receive a Change in Control Benefit
upon the occurrence of a Change in Control, which shall be equal to
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
the Participant's vested Account Balance, calculated as of the close
of business on or around the Participant's Benefit Distribution Date,
as determined by the Committee in its sole discretion, or (ii) to have
his or her Account Balance remain in the Plan upon the occurrence of a
Change in Control and to have his or her Account Balance remain
subject to the terms and conditions of the Plan. If a Participant does
not make any election with respect to the payment of the Change in
Control Benefit, then such Participant's Account Balance shall remain
in the Plan upon a Change in Control and shall be subject to the terms
and conditions of the Plan.
5.2 Payment of Change in Control Benefit. The Change in Control Benefit,
if any, shall be paid to the Participant in a lump sum no later than
sixty (60) days after the Participant's Benefit Distribution Date.
Notwithstanding the foregoing, the Committee shall interpret all
provisions in this Plan relating to a Change in Control Benefit in a
manner that is consistent with Code Section 409A and related Treasury
guidance and Regulations.
ARTICLE 6
Retirement Benefit
------------------
6.1 Retirement Benefit. A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance, calculated as
of the close of business on or around the Participant's Benefit
Distribution Date, as determined by the Committee in its sole
discretion.
6.2 Payment of Retirement Benefit.
-----------------------------
(a) In connection with a Participant's election to defer an Annual
Deferral Amount, the Participant shall elect the form in which
his or her Annual Account for such Plan Year will be paid. The
Participant may elect to receive each Annual Account in the form
of a lump sum or pursuant to an Annual Installment Method of up
to fifteen (15) years. If a Participant does not make any
election with respect to the payment of an Annual Account, then
the Participant shall be deemed to have elected to receive such
Annual Account as a lump sum.
(b) A Participant may change the form of payment for an Annual
Account by submitting an Election Form to the Committee in
accordance with the following criteria:
(i) The election to modify the form of payment for such Annual
Account shall have no effect until at least twelve (12)
months after the date on which the election is made; and
(ii) The first payment related to such Annual Account shall be
delayed at least five (5) years from the originally
scheduled Benefit Distribution Date for such Annual
Account, as described in Section 1.8(a).
For purposes of applying the requirements above, the right to
receive an Annual Account in installment payments shall be
treated as the entitlement to a single payment. The Committee
shall interpret all provisions relating to an election described
in this Section
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
6.2 in a manner that is consistent with Code Section 409A and
related Treasury guidance or Regulations.
The Election Form most recently accepted by the Committee that
has become effective shall govern the payout of the applicable
Annual Account.
(c) The lump sum payment shall be made, or installment payments shall
commence, no later than sixty (60) days after the Benefit
Distribution Date. Remaining installments, if any, shall continue
in accordance with the Participant's election for each Annual
Account and shall be paid no later than sixty (60) days after
each anniversary of the Benefit Distribution Date.
ARTICLE 7
Termination Benefit
-------------------
7.1 Termination Benefit. A Participant who experiences a Termination of
Employment shall receive, as a Termination Benefit, his or her vested
Account Balance, calculated as of the close of business on or around
the Participant's Benefit Distribution Date, as determined by the
Committee in its sole discretion.
7.2 Payment of Termination Benefit. The Termination Benefit shall be paid
to the Participant in a lump sum payment no later than sixty (60) days
after the Participant's Benefit Distribution Date.
ARTICLE 8
Disability Benefit
------------------
8.1 Disability Benefit. Upon a Participant's Disability, the Participant
shall receive a Disability Benefit, which shall be equal to the
Participant's vested Account Balance, calculated as of the close of
business on or around the Participant's Benefit Distribution Date, as
selected by the Committee in its sole discretion.
8.2 Payment of Disability Benefit. The Disability Benefit shall be paid to
the Participant in a lump sum payment no later than sixty (60) days
after the Participant's Benefit Distribution Date.
ARTICLE 9
Death Benefit
-------------
9.1 Death Benefit. The Participant's Beneficiary(ies) shall receive a
Death Benefit upon the Participant's death which will be equal to the
Participant's vested Account Balance, calculated as of the close of
business on or around the Participant's Benefit Distribution Date, as
selected by the Committee in its sole discretion.
9.2 Payment of Death Benefit. The Death Benefit shall be paid to the
Participant's Beneficiary(ies) in a lump sum payment no later than
sixty (60) days after the Participant's Benefit Distribution Date.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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ARTICLE 10
Beneficiary Designation
-----------------------
10.1 Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary
designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which
the Participant participates.
10.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its
designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Committee's rules
and procedures, as in effect from time to time. If the Participant
names someone other than his or her spouse as a Beneficiary, the
Committee may, in its sole discretion, determine that spousal consent
is required to be provided in a form designated by the Committee,
executed by such Participant's spouse and returned to the Committee.
Upon the acceptance by the Committee of a new Beneficiary Designation
Form, all Beneficiary designations previously filed shall be canceled.
The Committee shall be entitled to rely on the last Beneficiary
Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.
10.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Committee or its designated agent.
10.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if
all designated Beneficiaries predecease the Participant or die prior
to complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the
Participant's estate.
10.5 Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to
cause the Participant's Employer to withhold such payments until this
matter is resolved to the Committee's satisfaction.
10.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to
the Participant, and that Participant's Plan Agreement shall terminate
upon such full payment of benefits.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
ARTICLE 11
Leave of Absence
----------------
11.1 Paid Leave of Absence. If a Participant is authorized by the
Participant's Employer to take a paid leave of absence from the
employment of the Employer, and such leave of absence does not
constitute a separation from service, as determined by the Committee
in accordance with Code Section 409A and related Treasury guidance and
Regulations, (i) the Participant shall continue to be considered
eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in
accordance with the provisions of those Articles, and (ii) the Annual
Deferral Amount shall continue to be withheld during such paid leave
of absence in accordance with Section 3.3.
11.2 Unpaid Leave of Absence. If a Participant is authorized by the
Participant's Employer to take an unpaid leave of absence from the
employment of the Employer for any reason, and such leave of absence
does not constitute a separation from service, as determined by the
Committee in accordance with Code Section 409A and related Treasury
guidance and Regulations, such Participant shall continue to be
eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in
accordance with the provisions of those Articles. However, the
Participant shall be excused from fulfilling his or her Annual
Deferral Amount commitment that would otherwise have been withheld
during the remainder of the Plan Year in which the unpaid leave of
absence is taken. During the unpaid leave of absence, the Participant
shall not be allowed to make any additional deferral elections.
However, if the Participant returns to employment, the Participant may
elect to defer an Annual Deferral Amount for the Plan Year following
his or her return to employment and for every Plan Year thereafter
while a Participant in the Plan, provided such deferral elections are
otherwise allowed and an Election Form is delivered to and accepted by
the Committee for each such election in accordance with Section 3.3
above.
11.3 Leaves Resulting in Separation from Service. In the event that a
Participant's leave of absence from his or her Employer constitutes a
separation from service, as determined by the Committee in accordance
with Code Section 409A and related Treasury guidance and Regulations,
the Participant's vested Account Balance shall be distributed to the
Participant in accordance with Article 6 or 7 of this Plan, as
applicable.
ARTICLE 12
Termination of Plan, Amendment or Modification
----------------------------------------------
12.1 Termination of Plan. Although each Employer anticipates that it will
continue the Plan for an indefinite period of time, there is no
guarantee that any Employer will continue the Plan or will not
terminate the Plan at any time in the future. Accordingly, each
Employer reserves the right to Terminate the Plan. In the event of a
Termination of the Plan, the Measurement Funds available to
Participants following the Termination of the Plan shall be comparable
in number and type to those Measurement Funds available to
Participants in the Plan Year preceding the Plan Year in which the
Termination of the Plan is effective. Except as otherwise provided
below, following a Termination of the Plan, Participant Account
Balances shall remain in the Plan until the Participant becomes
eligible for the benefits provided in Articles 4, 5, 6, 7, 8 or 9 in
accordance with the provisions of those Articles. The Termination of
the Plan shall not adversely affect any Participant or Beneficiary who
has become entitled to the payment of any
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
benefits under the Plan as of the date of termination. Notwithstanding
the foregoing, to the extent permissible under Code Section 409A and
related Treasury guidance or Regulations, during the thirty (30) days
preceding or within twelve (12) months following a Change in Control,
an Employer shall be permitted to (i) terminate the Plan by action of
its board of directors, and (ii) distribute the vested Account
Balances to Participants in a lump sum no later than twelve (12)
months after the Change in Control, provided that all other
substantially similar arrangements sponsored by such Employer are also
terminated and all balances in such arrangements are distributed
within twelve (12) months of the termination of such arrangements.
Also notwithstanding the foregoing, if and to the extent permissible
under Code Section 409A and related Treasury guidance or Regulations,
in the event of Termination of the Plan, the Board may require that
the Account Balances of all Participants and Beneficiaries (including,
without limitation, any remaining benefits payable to Participants or
Beneficiaries receiving distributions in installments at the time of
the termination) be distributed as soon as practicable after such
termination, notwithstanding any elections by Participants or
Beneficiaries with regard to the timing or form in which their
benefits are to be paid.
12.2 Amendment.
---------
(a) Any Employer may, at any time, amend or modify the Plan in whole
or in part with respect to that Employer. Notwithstanding the
foregoing, (i) no amendment or modification shall be effective to
decrease the value of a Participant's vested Account Balance in
existence at the time the amendment or modification is made, and
(ii) no amendment or modification of this Section 12.2 or Section
13.2 of the Plan shall be effective.
(b) Notwithstanding any provision of the Plan to the contrary, in the
event that the Company determines that any provision of the Plan
may cause amounts deferred under the Plan to become immediately
taxable to any Participant under Code Section 409A and related
Treasury guidance or Regulations, the Company may (i) adopt such
amendments to the Plan and appropriate policies and procedures,
including amendments and policies with retroactive effect, that
the Company determines necessary or appropriate to preserve the
intended tax treatment of the Plan benefits provided by the Plan
and/or (ii) take such other actions as the Company determines
necessary or appropriate to comply with the requirements of Code
Section 409A and related Treasury guidance or Regulations.
12.3 Plan Agreement. Despite the provisions of Sections 12.1 and 12.2
above, if a Participant's Plan Agreement contains benefits or
limitations that are not in this Plan document, the Employer may only
amend or terminate such provisions with the written consent of the
Participant.
12.4 Effect of Payment. The full payment of the Participant's vested
Account Balance under Articles 4, 5, 6, 7, 8, or 9 of the Plan shall
completely discharge all obligations to a Participant and his or her
designated Beneficiaries under this Plan, and the Participant's Plan
Agreement shall terminate.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
ARTICLE 13
Administration
--------------
13.1 Committee Duties. This Plan shall be administered by the Compensation
Committee of the Board, or such other Committee as the Board may from
time to time appoint. The Committee shall also have the discretion and
authority to (i) make, amend, interpret, and enforce all appropriate
rules and regulations for the administration of this Plan, and (ii)
decide or resolve any and all questions, including benefit entitlement
determinations and interpretations of this Plan, as may arise in
connection with the Plan. Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely
to himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a
Participant or the Company.
13.2 Administration Upon Change In Control. Within one hundred and twenty
(120) days following a Change in Control, the individuals who
comprised the Committee immediately prior to the Change in Control
(whether or not such individuals are members of the Committee
following the Change in Control) may, by written consent of the
majority of such individuals, appoint an independent third party
administrator (the "Administrator") to perform any or all of the
Committee's duties described in Section 13.1 above, including without
limitation, the power to determine any questions arising in connection
with the administration or interpretation of the Plan, and the power
to make benefit entitlement determinations. Upon and after the
effective date of such appointment, (i) the Company must pay all
reasonable administrative expenses and fees of the Administrator, and
(ii) the Administrator may only be terminated with the written consent
of the majority of Participants with an Account Balance in the Plan as
of the date of such proposed termination.
13.3 Agents. In the administration of this Plan, the Committee or the
Administrator, as applicable, may, from time to time, employ agents
and delegate to them such administrative duties as it sees fit
(including acting through a duly appointed representative) and may
from time to time consult with counsel.
13.4 Binding Effect of Decisions. The decision or action of the Committee
or Administrator, as applicable, with respect to any question arising
out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan.
13.5 Indemnity of Committee. All Employers shall indemnify and hold
harmless the members of the Committee, any Employee to whom the duties
of the Committee may be delegated, and the Administrator against any
and all claims, losses, damages, expenses or liabilities arising from
any action or failure to act with respect to this Plan, except in the
case of willful misconduct by the Committee, any of its members, any
such Employee or the Administrator.
13.6 Employer Information. To enable the Committee and/or Administrator to
perform its functions, the Company and each Employer shall supply full
and timely information to the Committee and/or Administrator, as the
case may be, on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the Account Balances of the
Participants, the
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
compensation of its Participants, the date and circumstances of the
Retirement, Disability, death or Termination of Employment of its
Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.
13.7 Receipts and Release. Any payment to any Participant or Beneficiary in
accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Company,
the Committee, the Plan Administrator and the trustee of the Trust
under the Plan, and the Committee may require such Participant or
Beneficiary, as a condition precedent to such payment pursuant to the
Plan, to execute a receipt and release to such effect.
ARTICLE 14
Other Benefits and Agreements
-----------------------------
14.1 Coordination with Other Benefits. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any
other plan or program for employees of the Participant's Employer. The
Plan shall supplement and shall not supersede, modify or amend any
other such plan or program except as may otherwise be expressly
provided.
ARTICLE 15
Claims Procedures
-----------------
15.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below
as a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant. All other
claims must be made within 180 days of the date on which the event
that caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
15.2 Notification of Decision. The Committee shall consider a Claimant's
claim within a reasonable time, but no later than ninety (90) days
after receiving the claim. If the Committee determines that special
circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant
prior to the termination of the initial ninety (90) day period. In no
event shall such extension exceed a period of ninety (90) days from
the end of the initial period. The extension notice shall indicate the
special circumstances requiring an extension of time and the date by
which the Committee expects to render the benefit determination. The
Committee shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made, and
that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or
in part, to the Claimant's requested determination, and such
notice must set forth in a manner calculated to be understood by
the Claimant:
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
(i) the specific reason(s) for the denial of the claim, or any
part of it;
(ii) specific reference(s) to pertinent provisions of the Plan
upon which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is
necessary;
(iv) an explanation of the claim review procedure set forth in
Section 15.3 below; and
(v) a statement of the Claimant's right to bring a civil
action under ERISA Section 502(a) following an adverse
benefit determination on review.
15.3 Review of a Denied Claim. On or before sixty (60) days after receiving
a notice from the Committee that a claim has been denied, in whole or
in part, a Claimant (or the Claimant's duly authorized representative)
may file with the Committee a written request for a review of the
denial of the claim. The Claimant (or the Claimant's duly authorized
representative):
(a) may, upon request and free of charge, have reasonable access to,
and copies of, all documents, records and other information
relevant (as defined in applicable ERISA regulations) to the
claim for benefits;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole
discretion, may grant.
15.4 Decision on Review. The Committee shall render its decision on review
promptly, and no later than sixty (60) days after the Committee
receives the Claimant's written request for a review of the denial of
the claim. If the Committee determines that special circumstances
require an extension of time for processing the claim, written notice
of the extension shall be furnished to the Claimant prior to the
termination of the initial sixty (60) day period. In no event shall
such extension exceed a period of sixty (60) days from the end of the
initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. In rendering
its decision, the Committee shall take into account all comments,
documents, records and other information submitted by the Claimant
relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination. The
decision must be written in a manner calculated to be understood by
the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which
the decision was based;
(c) a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of,
all documents, records and other information relevant (as defined
in applicable ERISA regulations) to the Claimant's claim for
benefits; and
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
(d) a statement of the Claimant's right to bring a civil action under
ERISA Section 502(a).
15.5 Legal Action. A Claimant's compliance with the foregoing provisions of
this Article 15 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 16
Trust
-----
16.1 Establishment of the Trust. In order to provide assets from which to
fulfill its obligations to the Participants and their Beneficiaries
under the Plan, the Company may establish a trust by a trust agreement
with a third party, the trustee, to which each Employer may, in its
discretion, contribute cash or other property, including securities
issued by the Company, to provide for the benefit payments under the
Plan, (the "Trust").
16.2 Interrelationship of the Plan and the Trust. The provisions of the
Plan and the Plan Agreement shall govern the rights of a Participant
to receive distributions pursuant to the Plan. The provisions of the
Trust shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust.
Each Employer shall at all times remain liable to carry out its
obligations under the Plan.
16.3 Distributions From the Trust. Each Employer's obligations under the
Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the
Employer's obligations under this Plan.
ARTICLE 17
Miscellaneous
-------------
17.1 Status of Plan. The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that "is
unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or
highly compensated employees" within the meaning of ERISA Sections
201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and
interpreted (i) to the extent possible in a manner consistent with the
intent described in the preceding sentence, and (ii) in accordance
with Code Section 409A and related Treasury guidance and Regulations.
17.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer's obligation under
the Plan shall be merely that of an unfunded and unsecured promise to
pay money in the future.
17.3 Employer's Liability. An Employer's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
Employer shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan
Agreement.
17.4 Nonassignability. Neither a Participant nor any other person shall
have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part
of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, be transferable by operation of law
in the event of a Participant's or any other person's bankruptcy or
insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
17.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged
to be an "at will" employment relationship that can be terminated at
any time for any reason, or no reason, with or without cause, and with
or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer, either as an
Employee or a Director, or to interfere with the right of any Employer
to discipline or discharge the Participant at any time.
17.6 Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and
the payments of benefits hereunder, including but not limited to
taking such physical examinations as the Committee may deem necessary.
17.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
17.8 Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
17.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of Florida without regard to its conflicts of laws principles.
17.10 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the
address below:
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
HEICO Corporation
--------------------------------
Attn: Chief Financial Officer
--------------------------------
300 Taft Street
--------------------------------
Hollywood, Florida 33021
--------------------------------
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.
17.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
17.12 Spouse's Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
17.13 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.
17.14 Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of
that person's property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the
care and custody of such minor, incompetent or incapable person. The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account
of the Participant and the Participant's Beneficiary, as the case may
be, and shall be a complete discharge of any liability under the Plan
for such payment amount.
17.15 Court Order. The Committee is authorized to comply with any court
order in any action in which the Plan or the Committee has been named
as a party, including any action involving a determination of the
rights or interests in a Participant's benefits under the Plan.
Notwithstanding the foregoing, the Committee shall interpret this
provision in a manner that is consistent with Code Section 409A and
other applicable tax law. In addition, if necessary to comply with a
qualified domestic relations order, as defined in Code Section
414(p)(1)(B), pursuant to which a court has determined that a spouse
or former spouse of a Participant has an interest in the Participant's
benefits under the Plan, the Committee, in its sole discretion, shall
have the right to immediately distribute the spouse's or former
spouse's interest in the Participant's benefits under the Plan to such
spouse or former spouse.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
17.16 Distribution in the Event of Income Inclusion Under 409A. If any
portion of a Participant's Account Balance under this Plan is required
to be included in income by the Participant prior to receipt due to a
failure of this Plan to meet the requirement of Code Section 409A and
related Treasury guidance or Regulations, the Participant may petition
the Committee or Administrator, as applicable, for a distribution of
that portion of his or her Account Balance that is required to be
included in his or her income. Upon the grant of such a petition,
which grant shall not be unreasonably withheld, the Participant's
Employer shall distribute to the Participant immediately available
funds in an amount equal to the portion of his or her Account Balance
required to be included in income as a result of the failure of the
Plan to meet the requirements of Code Section 409A and related
Treasury guidance or Regulations, which amount shall not exceed the
Participant's unpaid vested Account Balance under the Plan. If the
petition is granted, such distribution shall be made within ninety
(90) days of the date when the Participant's petition is granted. Such
a distribution shall affect and reduce the Participant's benefits to
be paid under this Plan.
17.17 Deduction Limitation on Benefit Payments. If an Employer reasonably
anticipates that the Employer's deduction with respect to any
distribution from this Plan would be limited or eliminated by
application of Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any
distribution from this Plan is deductible, the Employer may delay
payment of any amount that would otherwise be distributed from this
Plan. Any amounts for which distribution is delayed pursuant to this
Section shall continue to be credited/debited with additional amounts
in accordance with Section 3.9 above. The delayed amounts (and any
amounts credited thereon) shall be distributed to the Participant (or
his or her Beneficiary in the event of the Participant's death) at the
earliest date the Employer reasonably anticipates that the deduction
of the payment of the amount will not be limited or eliminated by
application of Code Section 162(m).
17.18 Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. The Employers or the trustee of
the Trust, as the case may be, shall be the sole owner and beneficiary
of any such insurance. The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the
Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied for
insurance.
IN WITNESS WHEREOF, the Company has signed this Plan document, as amended, as of
September 15, 2008.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
"Company"
HEICO Corporation, a Florida corporation
By: /s/ Thomas S. Irwin
Title: Treasurer