{"id":40138,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/non-employee-director-fee-plan-general-electric-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"non-employee-director-fee-plan-general-electric-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/non-employee-director-fee-plan-general-electric-co.html","title":{"rendered":"Non-Employee Director Fee Plan &#8211; General Electric Co."},"content":{"rendered":"<pre>\n                         NON-EMPLOYEE DIRECTOR FEE PLAN\n             (Formerly the Deferred Compensation Plan For Directors)\n                      (As Amended through November 2, 1998)\n\n\nI.   NON-EMPLOYEE DIRECTOR FEES\n\n     A.   ESTABLISHMENT AND PAYMENT OF FEES\n\n          1.   The annual retainer and meeting fees payable to Non-Employee\n               Directors of the Company (hereafter 'Directors') shall be\n               established from time-to-time by the Board of Directors.\n\n          2.   The annual retainer fee shall be payable in quarterly\n               installments, with each installment payable on the last business\n               day of the calendar quarter to which it applies, or on such\n               earlier date as is necessary to enable the Company to efficiently\n               administer the payment of such fees. Quarterly payments shall be\n               pro rated if Board service commences or terminates during a\n               calendar quarter. Meeting fees shall be payable upon attendance\n               at meetings.\n\n     B.   PAYMENT IN STOCK.\n\n          One-half of any portion of the annual retainer fee payable on or after\n          October 1, 1998, that is not deferred by a Director pursuant to the\n          provisions of Section II of this Plan, shall be payable in GE common\n          stock.\n\nII.  DEFERRAL OF NON-EMPLOYEE DIRECTOR FEES\n\n     A.   INTRODUCTION\n\n          Directors, on an individual election basis, may defer all or part of\n          the fees received as a Director of the Company until such time as\n          service on the Board terminates.\n\n     B.   PURPOSE OF DEFERRAL ELECTION\n\n          To provide Directors with flexibility in the planning of their\n          personal financial resources.\n\n     C.   MANNER OF DEFERRAL OF FEES\n\n          1.   At, or prior to, each election to the Board, and prior to the\n               right to receive any Board fees for the elected term, a Director\n               may elect to defer all or a specified portion of the annual\n               retainer and the meeting fees to be paid for attendance at Board\n               and assigned Committee meetings.\n\n          2.   An election to defer fees will be irrevocable for the Director's\n               elected term to the Board of Directors.\n\n          3.   The deferred fees will be credited to the Director's deferred\n               fees account as of the date it would otherwise have been payable\n               (the 'Deferral Date').\n\n          4.   Deferral of fees shall have no effect on any fee-related benefits\n               received by a Director.\n\n     D.   MANNER OF INVESTMENT\n\n          For each term of election to the Board of Directors for which a\n          Director elects to defer fees, the Director must also irrevocably\n          elect the manner in which such deferred fees shall be accounted for,\n          as described below, and all fees deferred pursuant to such election\n          shall be accounted for in such manner until fully paid out.\n\n          1.   As Units Based on GE Stock Value\n\n               The Director's account will be credited with the hypothetical\n               number of stock units ('Units'), calculated to the nearest\n               thousandths of a Unit, determined by dividing the amount of fees\n               deferred on the Deferral Date by the average of the closing\n               market price of the Company's common stock as reported on the\n               Consolidated Tape of the New York Stock Exchange listed shares\n               for the 20 trading days immediately preceding and including such\n               date. The Director's account will also be credited with the\n               number of Units determined by multiplying the number of Units in\n               the Director's account by any cash dividends declared by the\n               Company on its common stock and dividing the product by the\n               closing market price of the Company's common stock as reported on\n               the Consolidated Tape of the New York Stock Exchange listed\n               shares on the related dividend record date, and also by\n               multiplying the number of Units in the Director's account by any\n               stock dividends declared by the Company on its common stock.\n\n          2.   As Cash Units With Interest\n\n               The Director's account (a) will be credited with the amount of\n               fees deferred on the Deferral Date, and (b) will be credited\n               quarterly on the Company Dividend Record Date with interest\n               equivalents based upon the consecutive prior calendar quarter's\n               average quarterly yield for U.S. Treasury notes and bonds with\n               maturities of from ten to thirty years, as published by an\n               official agency to be determined by the Senior Vice\n               President-Finance and utilized on a consistent year-to-year\n               basis.\n\n     E.   RECAPITALIZATION\n\n          If, as a result of a recapitalization of the Company (including stock\n          splits), the Company's outstanding shares of common stock shall be\n          changed into a greater or smaller number of shares, the number of\n          Units credited to a Director's account shall be appropriately adjusted\n          on the same basis.\n\n     F.   PAYMENT OF DEFERRED FEES\n\n          Payment of a Director's deferred fees account may only be made after\n          the Director's service on the Board has terminated and, except as\n          described below, will be made in ten (10) annual installments in cash,\n          beginning on the 15th of July (or as soon thereafter as practicable)\n          following termination of Board service.\n\n          1.   Termination Of Service For Reasons Other Than Retirement or\n               Disability. \n\n               Notwithstanding any prior elections, if a Director's service on\n               the Board terminates for reasons other than retirement or\n               disability, or terminates as a result of the Director's death\n               before the Director has attained the age and Board service needed\n               to qualify for retirement, the Director's total deferred fees\n               account will be paid in a lump sum six months after the date of\n               termination. \n\n          2.   Termination Of Service For Retirement or Disability.\n\n               a.   Director Payout Elections.\n\n                    (i). Initial Payout Elections. At the time of each election\n                    to defer Board fees, a Director may elect to have: (a) the\n                    deferred fees account covered by the election paid in less\n                    than ten (10) annual installments; and (b) the initial\n                    installment be paid on the 15th of July (or as soon\n                    thereafter as practical) which either immediately follows\n                    the Director's termination of Board service, or which\n                    immediately follows the Director's 73rd birthday.\n\n                    (ii). Survivor Payout Elections. In the event of a\n                    Director's death prior to receiving all entitled deferred\n                    payments, the value of the Director's account on the date of\n                    the Director's death shall be determined and paid to the\n                    beneficiary(s) designated by the Director (or, failing such\n                    designation, to the Director's estate) in accordance with\n                    the installment schedule previously selected by the\n                    Director, unless the Director has elected to have the\n                    remaining payments made in a single lump sum, in which case\n                    a lump sum payment will be made to the designated\n                    beneficiaries or the Director's estate as soon as\n                    practicable after the Director's death.\n\n                    (iii). Form of Payment Elections. A Director, former\n                    Director, or deceased Director's beneficiary or legal\n                    representative may elect at anytime to have any or all\n                    payouts, or remaining payouts, of the Director's deferred\n                    fee account paid out in cash or in shares of GE common \n                    stock.\n\n                    (iv). Revised Payout Elections. At any time before the end\n                    of the calendar year prior to termination of Board service,\n                    a Director may revise and supersede any or all of his or her\n                    previous elections with respect to any or all of the payout\n                    alternatives set forth in this subsection F(2)(a).\n\n               b.   Determination of Amount of Cash Installment Payments.\n\n                    (i). The amount of the first cash installment payment shall\n                    be a fraction of the Cash and\/or Units in the Director's\n                    account on the date of the initial installment payment, the\n                    numerator of which is one and the denominator of which is\n                    the total number of installments elected. Each subsequent\n                    installment shall be calculated in the same manner as of\n                    each subsequent first of July except that the denominator\n                    shall be reduced by the number of installments which have\n                    been previously paid.\n\n                    (ii). The amount of cash payable for deferred fees accounted\n                    for as Units based on GE common stock value will be paid, as\n                    described above, based on the number of Units in the\n                    Director's account on the payment date multiplied by the\n                    average of the closing market price of the Company's common\n                    stock as reported on the Consolidated Tape of New York Stock\n                    Exchange listed shares for the 20 trading days immediately\n                    preceding such date.\n\n               c.   Determination of Amount of Installment Payments In Shares of\n                    Common Stock.\n\n                    (i). The amount of the first installment payment payable in\n                    shares of GE common stock shall be a fraction of the value\n                    of the Cash and\/or Units in the Director's account on the\n                    date of the initial installment payment, the numerator of\n                    which is one and the denominator of which is the total\n                    number of installments elected. Each subsequent installment\n                    shall be calculated in the same manner as of each subsequent\n                    first of July except that the denominator shall be reduced\n                    by the number of installments which have been previously\n                    paid.\n\n                    (ii). If a payout to be made in shares of GE common stock is\n                    based on deferred fees accounted for as Cash, the number of\n                    shares payable shall be determined by dividing the amount of\n                    cash that would otherwise be payable by the average of the\n                    closing market price of the Company's common stock as\n                    reported on the Consolidated Tape of New York Stock Exchange\n                    listed shares for the 20 trading days immediately preceding\n                    such payment date.\n\n                    (iii). Except for the final installment payment, only whole\n                    shares shall be payable, and the value of any fractional\n                    share payable shall be retained in the Director's deferred\n                    fee account until the final installment payment, at which\n                    time the value of any fractional share payable shall be paid\n                    in cash, based on the fractional share multiplied by the\n                    average of the closing market price of the Company's common\n                    stock as reported on the Consolidated Tape of New York Stock\n                    Exchange listed shares for the 20 trading days immediately\n                    preceding such date.\n\n     G.   ASSIGNABILITY\n\n          No right to receive payment of deferred fees shall be transferable or\n          assignable by a participant except by will or laws of descent and\n          distribution.\n\n     H.   AMENDMENT OF THE PLAN\n\n          This Plan may be amended, suspended or terminated at any time by the\n          Board of Directors of General Electric Company. However, no amendment,\n          suspension or termination of the Plan may, without the consent of a\n          participant, alter or impair any of the rights previously granted\n          under the Plan.\n\n     I.   EFFECTIVE DATE\n\n          The effective date for implementation of this Plan shall be the first\n          of the month following its approval by the Board of Directors.\n\n     J.   DEFINITIONS\n\n          For purposes of the Plan, unless the context otherwise indicates, the\n          following definitions shall be applicable:\n\n               'Elected term' -- the period of time from election to the Board\n               to the next Statutory Meeting of the Shareowners.\n\n               'Retirement' -- termination of Board service at age 65 or older\n               with at least five years of Board service.\n\n\nORIGINAL - 6\/15\/79\nAMENDED 3\/5\/81, 6\/26\/87, 9\/18\/87, 5\/25\/90, 12\/19\/97, 11\/2\/98\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9539,9542],"class_list":["post-40138","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-manufacturing__conglomerates","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\/40138","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=40138"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40138"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40138"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40138"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}