{"id":38749,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-for-non-employee-directors.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-for-non-employee-directors","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-for-non-employee-directors.html","title":{"rendered":"Deferred Compensation Plan for Non-Employee Directors &#8211; AlliedSignal Inc."},"content":{"rendered":"<pre>\n \n            DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS OF\n                               ALLIEDSIGNAL INC.\n                 (AS AMENDED EFFECTIVE AS OF NOVEMBER 1, 1993)\n \n1. ELIGIBILITY\n \n     Each   member  of  the  Board  of   Directors  of  AlliedSignal  Inc.  (the\n'Corporation') who  is  not  an  employee  of the  Corporation  or  any  of  its\nsubsidiaries  is eligible to  participate in the  Deferred Compensation Plan for\nNon-Employee Directors of AlliedSignal Inc. (the 'Plan').\n \n2. PARTICIPATION\n \n     (a) Time of  Election. Prior to  the beginning of  any calendar year,  each\neligible  Director  who is  not  then participating  in  the Plan  may  elect to\nparticipate in the Plan by  directing that all or  any part of the  compensation\n(including  compensation  payable for  services  as a  member  or chairman  of a\ncommittee of the Board)  which otherwise would have  been payable currently  for\nservices  as a Director during such  calendar year and succeeding calendar years\nshall be credited to a deferred compensation account (the 'Director's  account')\neither  in cash or in  shares of the Corporation's  Common Stock. Any person who\nshall become a Director during any calendar year, and who was not a Director  of\nthe  Corporation prior to the beginning of such calendar year, may elect, before\nthe Director's  term  begins,  to defer  payment  of  all or  any  part  of  the\nDirector's  compensation  for  the  remainder  of  such  calendar  year  and for\nsucceeding calendar years.\n \n     (b) Form and Duration of Election.  An election to participate in the  Plan\nshall  be made  by written notice  executed by  the Director and  filed with the\nSecretary of the Corporation. Such election  shall continue in effect until  the\nDirector  terminates such election by written notice filed with the Secretary of\nthe Corporation. Any such  termination shall become effective  as of the end  of\nthe  calendar  year in  which  such notice  is given  and  only with  respect to\ncompensation payable for services as a Director thereafter. Amounts credited  to\nthe  Director's account prior to the effective  date of termination shall not be\naffected by such termination  and shall be distributed  only in accordance  with\nthe terms of the Plan.\n \n     (c)  Adjustment of Amount Deferred. Prior  to the beginning of any calendar\nyear, a Director participating in the Plan may file another written notice  with\nthe  Secretary of the Corporation electing  to change the amount of compensation\nto be credited to the Director's  account for services as a Director  commencing\nwith such calendar year. Amounts credited to the Director's account prior to the\neffective  date of such change shall not be affected by such change and shall be\ndistributed only in accordance with the terms of the Plan.\n \n     (d) Renewal. A Director who has terminated his election to participate  may\nthereafter file another election to participate for the calendar year subsequent\nto the filing of such election to participate and succeeding calendar years.\n \n3. THE DIRECTOR'S ACCOUNT\n \n     (a)  All compensation which a Director has  elected to defer under the Plan\nshall be credited to the Director's account, either in cash or in shares of  the\nCorporation's  Common Stock (valued for quarterly  retainer payments at the mean\nbetween the highest and lowest sales prices of the Common Stock reported as  New\nYork  Stock Exchange - Composite Transactions for the first business day of the\ncalendar quarter and valued  for meeting fees  at such mean for  the day of  the\nmeeting  (or, if  there were no  sales on  such day, at  such mean  for the next\npreceding day  on which  there were  sales)), as  elected by  the Director.  The\nDirector  shall  not  have  any  interest in  the  cash  or  Common  Stock until\ndistributed in accordance with the Plan.\n \n     (b) Cash  amounts credited  to the  Director's account  for services  as  a\nDirector  during 1993 or any prior calendar year shall accrue amounts equivalent\nto interest commencing on the date such amounts would otherwise have been  paid,\nat  a  rate  per  annum  for  each  calendar  quarter  fixed  by  the  Treasurer\n \n\n \n\nof the Corporation at the commencement  of such calendar quarter based upon  the\nsum  of (i) the average quoted rate  for three-month U.S. Treasury Bills for the\nlast full week of the preceding calendar  quarter, and (ii) a rate per annum  of\nthree percent.\n \n     (c)  Cash  amounts credited  to the  Director's account  for services  as a\nDirector during  1994  or any  subsequent  calendar year  shall  accrue  amounts\nequivalent  to interest commencing on the date such amounts would otherwise have\nbeen paid, at the same rates per annum as those fixed for deferrals with respect\nto  the  relevant   calendar  years  under   the  AlliedSignal  Inc.   Incentive\nCompensation Plan for Executive Employees, as amended from time to time.\n \n     (d)  Cash amounts  credited to  the Director's account  as a  result of the\nconversion of shares  to cash pursuant  to paragraph 5(a)  shall accrue  amounts\nequivalent  to interest commencing on the date of such conversion, at the higher\nof the  two rates  provided under  paragraphs 3(b)  and (c),  regardless of  the\ncalendar  year or years to which the  underlying deferral of shares relates. The\ndetermination of which rate is higher shall be made quarterly and, for  purposes\nof  such determination, the rate provided  under paragraph 3(c) for cash amounts\ndeferred with respect to the then current calendar year shall be compared to the\nrate provided under paragraph 3(b) for the then current calendar quarter.\n \n     (e) Amounts determined pursuant to this paragraph 3 shall be compounded  at\nthe end of each calendar quarter and credited to the Director's account. Amounts\ncredited  to the Director's account shall  continue to accrue amounts equivalent\nto interest until distributed in accordance with the Plan.\n \n     (f)  Shares  credited  to  the  Director's  account  shall  accrue  amounts\nequivalent  to  cash  or  stock dividends.  Such  amounts  shall  accrue amounts\nequivalent to interest or  dividends in the same  manner as other amounts  which\nmay be credited to a Director's account.\n \n4. DISTRIBUTION FROM ACCOUNTS\n \n     (a) Form of Election. At the time a Director makes a participation election\npursuant to paragraphs 2(a), 2(c) or 2(d), the Director shall also file with the\nSecretary of the Corporation a written election with respect to the distribution\nof  the aggregate amount of  cash and shares credited  to the Director's account\npursuant to such participation  election. A Director may  elect to receive  such\namount   in  one  lump-sum  payment  or  in  a  number  of  approximately  equal\ninstallments (provided the payout period does not exceed 10 years). The lump-sum\npayment or the first installment shall be paid on the first business day of such\ncalendar year as  the Director may  elect or,  absent such an  election, on  the\nfirst  business day of the calendar year immediately following the year in which\nthe Director ceases to be a Director of the Corporation. Subsequent installments\nshall be paid on  the first business day  of each succeeding installment  period\nuntil the entire amount credited to the Director's account shall have been paid.\nIf  shares have been  credited to a  Director's account, a  cash payment will be\nmade with the lump-sum payment  or the final installment  for any fraction of  a\nshare credited to the Director's account.\n \n     (b)  Adjustment of  Method of Distribution.  Whether or not  a Director has\nfiled a  notice pursuant  to paragraph  2(c) electing  to change  the amount  of\ncompensation  to be credited to the Director's account, a Director participating\nin the Plan  may, prior  to the  beginning of  any calendar  year, file  another\nwritten  notice with  the Secretary  of the  Corporation electing  to change the\nmethod of distribution of  the aggregate amount of  cash and shares credited  to\nthe  Director's account for services as a Director commencing with such calendar\nyear. Amounts credited to the Director's account prior to the effective date  of\nsuch  change shall not be affected by  such change and shall be distributed only\nin accordance with the election in effect at the time such amounts were credited\nto the Director's account.\n \n5. CHANGE IN CONTROL\n \n     (a) Conversion of Shares. Notwithstanding  anything to the contrary in  the\nPlan,  shares credited to  a Director's account  shall be converted  to cash, as\nsoon as practicable following a Change in Control but in no event later than  90\ndays  after the  Change in Control,  in an amount  equal to the  total number of\nshares, and fractional  interests thereof, credited  to the Director's  account,\nmultiplied  by the Multiplication Factor. 'Multiplication Factor' shall mean (A)\nin the case of  an acquisition of Common  Stock described in paragraph  5(d)(i),\nthe  Acquisition Price per Share, (B) in the event of the occurrence of an Offer\nas defined in paragraph 5(d)(ii), the Offer Price per Share, (C) in the case  of\nan event\n \n\n \n\ndescribed in paragraph 5(d)(iii), the Merger Price per Share, or (D) in the case\nof  a change in the composition of the Board as described in paragraph 5(d)(iv),\nthe highest Fair Market Value per Share  of the Common Stock for any day  during\n(i)  the ninety-day period ending on or within 89 days following the date of the\nChange in Control which the Nominating and Board Affairs Committee of the  Board\n(the  'Committee'), in its sole discretion, shall  select prior to the Change in\nControl, or (ii) if  the Committee shall not  have selected a ninety-day  period\npursuant  to clause  (i) of this  sentence prior  to the Change  in Control, the\nninety-day period ending on  the 45th day  following the date  of the Change  in\nControl. 'Acquisition Price per Share' shall mean the greater of (A) the highest\nprice per share stated on the Schedule 13D or any amendment thereto filed by the\nholder  of 30% or more of the Corporation's voting power which gives rise to the\nChange in Control, and  (B) the highest  Fair Market Value  per Share of  Common\nStock  during the  ninety-day period  ending on the  date the  Change in Control\noccurs. 'Offer Price per Share' shall mean the greater of (A) the highest  price\nper  share of Common  Stock paid in any  Offer, which Offer is  in effect at any\ntime during the  ninety-day period ending  on the  date on which  the Change  in\nControl  occurs, or (B) the highest Fair  Market Value per Share of Common Stock\nduring such ninety-day period. Any securities or property which are part or  all\nof  the consideration  paid for  shares of  Common Stock  in the  Offer shall be\nvalued in  determining the  Offer  Price per  Share at  the  higher of  (A)  the\nvaluation  placed on such  securities or property by  the corporation, person or\nother entity making such Offer or (B) the valuation placed on such securities or\nproperty by the Committee.  'Merger Price per Share'  shall mean the greater  of\n(A)  the fixed or  formula price for  the acquisition of  shares of Common Stock\noccurring pursuant to such event described in paragraph 5(d)(iii) if such  fixed\nor  formula price  is determinable on  the date  on which the  Change in Control\noccurs, and (B) the highest Fair Market  Value per Share of Common Stock  during\nthe  ninety-day period ending on the date on which the Change in Control occurs.\nAny securities or property which are part  or all of the consideration paid  for\nshares of Common Stock pursuant to such event shall be valued in determining the\nMerger  Price  per Share  at  the higher  of (A)  the  valuation placed  on such\nsecurities or property  by the corporation,  person or other  entity which is  a\nparty  with the Corporation to an event described in paragraph 5(d)(iii), or (B)\nthe valuation  placed on  such  securities or  property  by the  Committee.  For\npurposes of this paragraph (5)(a), 'Fair Market Value per Share of Common Stock'\nfor  any day shall  be the mean between  the highest and  lowest sales prices of\nCommon Stock as reported on the New York Stock Exchange Composite Tape for  such\nday.\n \n     (b)  Interest Equivalents. Notwithstanding anything  to the contrary in the\nPlan, in the event of a Change in Control, the Plan may not be amended to reduce\nthe formulas contained in paragraph 3 which determine the rate at which  amounts\nequivalent  to  interest  accrue with  respect  to  cash amounts  credited  to a\nDirector's account, including  cash amounts  attributable to  the conversion  of\nshares  in  a  Director's  account  pursuant to  paragraph  5(a),  and  the Plan\nAdministrator referred to in paragraph 8(c)  shall fix rates under the  formulas\ncontained in paragraph 3 in lieu of the Treasurer of the Corporation.\n \n     (c)(i)  Initial Lump-Sum Payment Election. Notwithstanding any notice filed\npursuant to paragraph 4,  a Director may,  prior to the earlier  of a Change  in\nControl  or September 30, 1990, file a  written notice with the Secretary of the\nCorporation electing to  have the  aggregate amount credited  to the  Director's\naccount for services performed as a Director both before and after the filing of\nthe written notice paid in one lump-sum payment as soon as practicable following\na  Change in Control  but in no  event later than  90 days after  such Change in\nControl. Notwithstanding any notice  filed pursuant to  paragraph 4, any  person\nwho  becomes a Director of the Corporation  after September 30, 1990, may file a\nwritten notice with the Secretary of the Corporation before the Director's  term\nbegins, electing to have the aggregate amount credited to the Director's account\nfor  services performed as  a Director paid  in one lump-sum  payment as soon as\npracticable following a Change  in Control but  in no event  later than 90  days\nafter such Change in Control.\n \n     (c)(ii)  Subsequent Lump-Sum Payment Election. A  Director who did not make\nan election  pursuant to  paragraph  5(c)(i) or  who  has revoked,  pursuant  to\nparagraph 5(c)(iii), an election previously made under paragraph 5(c)(i) or this\nparagraph  5(c)(ii) may,  prior to  the earlier  of a  Change in  Control or the\nbeginning of the calendar year in which  the election is to take effect, file  a\nwritten  notice  with the  Secretary of  the Corporation,  electing to  have the\naggregate amount credited to the Director's account for services performed as  a\nDirector,  for  all  calendar  years commencing  with  the  first  calendar year\nbeginning after  the date  the written  notice is  filed, paid  in one  lump-sum\npayment as soon as\n \n\n \n\npracticable  following a Change  in Control but  in no event  later than 90 days\nafter such Change in Control. Amounts  credited to the Director's account  prior\nto  the effective date  of the written  notice filed pursuant  to this paragraph\n5(c)(ii) shall not be affected by  such written notice and shall be  distributed\nfollowing  a Change in Control  in accordance with any  prior election in effect\nunder paragraphs 5(c)(i) or 5(c)(ii).\n \n     (c)(iii) Revocation of Lump-Sum Payment Election. A Director may, prior  to\nthe earlier of a Change in Control or the beginning of any calendar year, file a\nwritten  notice with the Secretary of the Corporation revoking any election made\npursuant to paragraphs 5(c)(i) or 5(c)(ii), with respect to amounts credited  to\nthe  Director's account for services performed as a Director commencing with the\nfirst calendar  year  beginning  after  the written  notice  is  filed.  Amounts\ncredited  to the Director's account  prior to the effective  date of the written\nnotice filed pursuant to this paragraph 5(c)(iii) shall not be affected by  such\nwritten  notice  and  shall be  distributed  following  a Change  in  Control in\naccordance with  any  prior  election  in effect  under  paragraphs  5(c)(i)  or\n5(c)(ii).\n \n     (d)  Definition of Change in Control. For purposes of the Plan, a Change in\nControl is deemed  to occur at  the time (i)  when any entity,  person or  group\n(other  than the  Corporation, any subsidiary  or any savings,  pension or other\nbenefit  plan  for  the  benefit  of   employees  of  the  Corporation  or   its\nsubsidiaries)  which theretofore beneficially owned less  than 30% of the Common\nStock then  outstanding acquires  shares of  Common Stock  in a  transaction  or\nseries  of transactions that results in such entity, person or group directly or\nindirectly owning beneficially 30% or more of the outstanding Common Stock, (ii)\nof the purchase of shares of Common Stock pursuant to a tender offer or exchange\noffer (other than  an offer by  the Corporation) for  all, or any  part of,  the\nCommon  Stock ('Offer'),  (iii) of  a merger in  which the  Corporation will not\nsurvive as an  independent, publicly  owned corporation, a  consolidation, or  a\nsale,  exchange  or  other  disposition  of  all  or  substantially  all  of the\nCorporation's assets, (iv)  of a substantial  change in the  composition of  the\nBoard  during any period of  two consecutive years such  that individuals who at\nthe beginning of such period were members  of the Board cease for any reason  to\nconstitute  at least a majority thereof,  unless the election, or the nomination\nfor election by the  stockholders of the Corporation,  of each new director  was\napproved  by a vote of at least two-thirds of the directors then still in office\nwho were directors at the beginning of the period, or (v) of any transaction  or\nother event which the Committee, in its discretion, determines to be a Change in\nControl for purposes of the Plan.\n \n6. DISTRIBUTION ON DEATH\n \n     If  a Director  should die  before all  amounts credited  to the Director's\naccount shall have  been paid in  accordance with the  elections referred to  in\nparagraphs  4 or  5, the  balance in  such account  shall be  paid on  the first\nbusiness day of the calendar year following the year of the Director's death  to\nthe  beneficiary  designated  in writing  by  the  Director and  filed  with the\nSecretary of the Corporation. Such  balance shall be paid  to the estate of  the\nDirector  if  (a)  no such  designation  has  been made  or  (b)  the designated\nbeneficiary shall have predeceased the  Director and no further designation  has\nbeen  made. A Director may change the  designated beneficiary at any time during\nthe Director's lifetime by filing a  subsequent designation in writing with  the\nSecretary of the Corporation.\n \n7. PAYMENT IN THE EVENT OF HARDSHIP\n \n     Upon  receipt  of a  request  from a  Director  or a  Director's designated\nbeneficiary, delivered  in writing  to  the Secretary  of the  Corporation,  the\nCommittee may cause the Corporation to accelerate payment promptly of all or any\npart  of the unpaid portion of deferred compensation, including accrued amounts,\nthen credited to the Director's account if it finds in its sole discretion  that\ncontinued  deferral of  such deferred  compensation, including  accrued amounts,\nwould result in  hardship to the  Director or the  person otherwise entitled  to\nreceive  it.  For  this  purpose, 'hardship'  means  an  unanticipated financial\nemergency that is caused by an event beyond the control of the Director or other\nperson entitled to  receive payment and  that would result  in severe  financial\nhardship to such person if acceleration of payment were not permitted.\n \n\n \n\n8. MISCELLANEOUS\n \n     (a)  The  right  of  a  Director to  receive  any  amount  credited  to the\nDirector's account  shall not  be transferable  or assignable  by the  Director,\nexcept  by will or by  the laws of descent and  distribution. To the extent that\nany person  acquires a  right to  receive any  amount credited  to a  Director's\naccount  hereunder, such  right shall  be no greater  than that  of an unsecured\ngeneral creditor of the  Corporation. Except as  expressly provided herein,  any\nperson  having an interest in any amount  credited to a Director's account under\nthe Plan shall not be entitled to payment  until the date the amount is due  and\npayable.  No person shall  be entitled to anticipate  any payment by assignment,\nalienation, sale, pledge, encumbrance or transfer in any form or manner prior to\nactual or constructive receipt thereof.\n \n     (b) The Corporation shall not be required to reserve or otherwise set aside\nfunds or shares of  Common Stock for the  payment of its obligations  hereunder.\nThe Corporation shall make available as and when required a sufficient number of\nshares  of  Common Stock  to meet  the needs  of  the Plan.  To the  extent that\nregistration of such shares under the  Securities Act of 1933 shall be  required\nprior  to their resale, the Corporation undertakes to either file a registration\nstatement relating to such shares or include such shares in another registration\nstatement to be filed within a reasonable time.\n \n     (c) Prior to a  Change in Control, the  Committee shall interpret the  Plan\nand  make  all  determinations  deemed necessary  or  desirable  for  the Plan's\nimplementation. The  determination of  the Committee  shall be  conclusive.  The\nCommittee  may obtain  such advice  or assistance  as it  deems appropriate from\npersons not  serving  on the  Committee.  The  Senior Vice  President  -  Human\nResources  or other appropriate  officer of the Corporation  shall, prior to any\nChange in Control, name as Plan  Administrator any person or entity  (including,\nwithout limitation, a bank or trust company). Following a Change in Control, the\nPlan  Administrator shall interpret the Plan  and make all determinations deemed\nnecessary or desirable for the  Plan's implementation. The determination of  the\nPlan  Administrator shall be conclusive. The  Corporation shall provide the Plan\nAdministrator with such records and information as are necessary for the  proper\nadministration  of the Plan.  The Plan Administrator shall  rely on such records\nand other  information as  the Plan  Administrator shall  in its  judgment  deem\nnecessary  or appropriate in  determining the eligibility of  a Director and the\namount payable to a Director under the Plan.\n \n     (d) The Board of Directors may at any time amend or terminate the Plan. The\nPlan may also  be amended  by the  Corporation with  the approval  of its  Chief\nExecutive  Officer, provided that  all such amendments shall  be reported to the\nBoard. No amendment or  termination shall impair the  rights of a Director  with\nrespect to amounts then credited to the Director's account.\n \n     (e)  Each Director  participating in the  Plan will receive  a statement at\nleast annually indicating the  amount of cash and  number of shares credited  to\nthe Director's account as of the end of the preceding calendar year.\n \n     (f)  If adjustments  are made  to outstanding shares  of Common  Stock as a\nresult of stock dividends, split-ups, recapitalizations, mergers, consolidations\nand the like,  an appropriate  adjustment will  also be  made in  the number  of\nshares credited to the Director's account.\n \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7791],"corporate_contracts_industries":[9473],"corporate_contracts_types":[9539,9542],"class_list":["post-38749","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-honeywell-international-inc","corporate_contracts_industries-aerospace__aircraft","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38749","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38749"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38749"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38749"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38749"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}