HEICO Corporation Exhibit 10.1
Leadership Compensation Plan
Plan Document
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Effective October 1, 2006; (As Amended and Restated, effective
January 1, 2009)
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..........................................9
3.4 Withholding and Crediting of Annual Deferral Amounts...............................10
3.5 Company Contribution Amount........................................................10
3.6 Company Matching Amount............................................................10
3.7 Crediting of Amounts after Benefit Distribution....................................11
3.8 Vesting............................................................................11
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.................................................16
4.3 Other Benefits Take Precedence Over Scheduled Distributions........................16
4.4 Unforeseeable Emergencies..........................................................16
ARTICLE 5 Change in Control Benefit..........................................................17
5.1 Change in Control Benefit..........................................................17
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......................................................18
ARTICLE 7 Termination Benefit................................................................18
7.1 Termination Benefit................................................................18
7.2 Payment of Termination Benefit.....................................................18
ARTICLE 8 Disability Benefit.................................................................19
8.1 Disability Benefit.................................................................19
8.2 Payment of Disability Benefit......................................................19
ARTICLE 9 Death Benefit......................................................................19
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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9.1 Death Benefit......................................................................19
9.2 Payment of Death Benefit...........................................................19
ARTICLE 10 Beneficiary Designation............................................................19
10.1 Beneficiary........................................................................19
10.2 Beneficiary Designation; Change; Spousal Consent...................................19
10.3 Acknowledgment.....................................................................20
10.4 No Beneficiary Designation.........................................................20
10.5 Doubt as to Beneficiary............................................................20
10.6 Discharge of Obligations...........................................................20
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.....................................21
12.1 Termination of Plan................................................................21
12.2 Amendment..........................................................................21
12.3 Plan Agreement.....................................................................22
12.4 Effect of Payment..................................................................22
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........................................................23
13.5 Indemnity of Committee.............................................................23
13.6 Employer Information...............................................................23
13.7 Receipts and Release...............................................................23
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...........................................................24
15.3 Review of a Denied Claim...........................................................24
15.4 Decision on Review.................................................................25
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......................................................................26
17.1 Status of Plan.....................................................................26
17.2 Unsecured General Creditor.........................................................26
17.3 Employer's Liability...............................................................26
17.4 Nonassignability...................................................................26
17.5 Not a Contract of Employment.......................................................26
17.6 Furnishing Information.............................................................27
17.7 Terms..............................................................................27
17.8 Captions...........................................................................27
17.9 Governing Law......................................................................27
17.10 Notice.............................................................................27
17.11 Successors.........................................................................27
17.12 Spouse's Interest..................................................................27
17.13 Validity...........................................................................27
17.14 Incompetent........................................................................28
17.15 Court Order........................................................................28
17.16 Distribution in the Event of Income Inclusion Under 409A...........................28
17.17 Deduction Limitation on Benefit Payments...........................................28
17.18 Insurance..........................................................................29
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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.
This Plan is intended to comply with all applicable law, including Code
[Sec]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 Disability or death 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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
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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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 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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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.
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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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.
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, A 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. If a Participant is both an Employee and a Director, and does
not have benefits under this Plan (or a plan required to be aggregated
with this Plan) for services both as an Employee and a Director, the
services provided as a Director are not taken into consideration in
determining if the Participant has a Separation from Service as an
Employee hereunder and the services as an Employee are not taken into
consideration for purposes of determining if the Director has as
Separation of 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 "Separation from Service" shall have the meaning set forth in Code Section
409A(a)(2) and the regulations issued pursuant thereto.
1.40 "Stock" shall mean HEICO Corporation common stock, $.01 par value, or any
other equity securities designated by the Committee.
1.41 "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
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Leadership Compensation Plan
Plan Document
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Plan, (ii) no new deferral elections for such Participants shall be
permitted, and (iii) such Participants shall no longer be eligible to be
credited with any contributions under this Plan.
1.42 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.43 "Termination of Employment" shall mean the Separation from Service,
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. If a Participant is both an
Employee and a Director and does not have benefits under this Plan (or a
plan required to be aggregated with this Plan) for services both as an
Employee and a Director, the services provided as a Director are not taken
into consideration in determining if the Participant has a Termination of
Employment as an Employee hereunder and the services as an Employee are
not taken into consideration for purposes of determining if the Director
has as Termination of Employment as a Director.
1.44 "Trust" shall mean one or more trusts established by the Company in
accordance with Article 16.
1.45 "Unforeseeable Emergency" shall mean a severe financial hardship of the
Participant resulting from (i) an illness or accident of the Participant,
the Participant's spouse, or the Participant's dependent (as defined in
Code Section 152(a)), (ii) a loss of the Participant'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, all as determined in the sole discretion of the Committee.
1.46 "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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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 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/
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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:
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Leadership Compensation Plan
Plan Document
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Deferral Minimum Amount
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Base Salary, Bonus,
Commissions and/or LTIP $5,000 aggregate
Amounts
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Director Fees $0
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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.
(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 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.
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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 up to the following
maximum percentages for each deferral elected:
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Deferral Maximum Percentage
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Base Salary 100%
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Bonus 100%
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Commissions 100%
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LTIP Amounts 100%
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Director Fees 100%
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(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.
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Leadership Compensation Plan
Plan Document
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3.3 Election to Defer; Effect of Election Form.
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(a) First Plan Year. In connection with a Participant's commencement of
participation in the Plan, the Participant shall make an
irrevocable election to defer Base Salary, Bonus, Commissions,
Director Fees and LTIP Amounts 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 October 31st preceding the Plan Year in
which such compensation is earned, or before such other deadline
established by the Committee in 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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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(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
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.
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HEICO Corporation
Leadership Compensation Plan
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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, and distributed in
accordance with the form and time of distribution that is applicable to
the amount so credited (and to the extent the time of distribution has
occurred, within 60 days of the date of such crediting).
3.8 Vesting.
--------
(a) A Participant shall at all times be 100% vested in the portion of
his or her Account Balance attributable to his or her deferrals of
Base Salary, Bonus, Commissions, LTIP Amounts and Director's Fees
as adjusted for amounts credited or debited on such amounts
(pursuant to Section 3.9).
(b) A Participant shall be vested in the portion of his or her Account
Balance attributable to any Company Contribution Amount, adjusted
for amounts credited or debited on such amounts, in accordance
with vesting schedule(s) set forth 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%
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1 year or more, but less than 2 25%
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2 years or more, but less than 3 50%
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3 years or more, but less than 4 75%
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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, adjusted for
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, if any, under the provisions of the 401(k) Plan
applicable to the vesting of matching contributions, 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 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, the 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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.
(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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 shall 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.
(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 Employer
obligated to pay the Participant's benefit as determined in Section
17.3 hereof, to the extent of such obligation.
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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
Committee may reduce the Annual Deferral Amount for amounts
required to be withheld and described in Treasury Regulations
Section 1.409A-3(j)(4)(vi) 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 for such amounts attributable
to employment taxes required to be withheld or that otherwise may
be withheld as described in Treasury Regulations Section
1.409A-3(j)(4)(vi), 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.
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, adjusted for 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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 or 4.2 shall not be paid in
accordance with Section 4.1, but shall be paid in accordance with the
other applicable Article. 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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 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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
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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 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.
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HEICO Corporation
Leadership Compensation Plan
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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.
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 the 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.
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Leadership Compensation Plan
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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 this 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.
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 on 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.
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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
other actions as the Company determines necessary or appropriate to
comply with the requirements of Code Section 409A and related
Treasury guidance or Regulations. Notwithstanding the foregoing,
neither the Company nor any other Employers, the Committee, nor
their respective officers, directors, members or representatives,
shall have any liability or other obligation to indemnify or hold
harmless any Participant or Beneficiary for any tax, additional
tax, interest or penalties that the Participant or Beneficiary may
incur in the event that any provision of this Plan, or any other
action taken with respect thereto, is deemed to violate any of the
requirements of Code [Sec]409A.
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.
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 this 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 an Employer.
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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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
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 on or before the date on which the payment is
payable pursuant to this Plan.
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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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:
(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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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
(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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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. Each Employer, and only such Employer, shall be
obligated to pay the benefits that are attributable to contributions
credited to the Participant's Account with respect to Compensation payable
or Employer Contributions credited by that Employer. 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 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 a 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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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:
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.
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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.
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, the grant of which
shall be at the Committee's sole discretion, 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
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HEICO Corporation
Leadership Compensation Plan
Plan Document
================================================================================
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 and
restated, effective January 1, 2009.
"Company"
HEICO Corporation, a Florida corporation
By: /s/ Thomas S. Irwin
Title: Treasurer
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