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Title: |
Director Compensation Deferral Plan |
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Entities: |
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Date: |
2004 |
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Size: |
16KB total |
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Price: |
$41 |
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ID: |
#888945 |
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ADESA, Inc.
Director Compensation Deferral Plan
Effective
April , 2004
TABLE OF CONTENTS
| SECTION 1 ESTABLISHMENT AND PURPOSE | 1 | ||
| SECTION 2 ELIGIBILITY FOR PARTICIPATION | 1 | ||
| SECTION 3 DEFERRALS | 1 | ||
| 3.1 Permitted Deferrals | 1 | ||
| 3.2 Deferral Election Form | 1 | ||
| 3.3 Deferral Payout Form | 1 | ||
| 3.4 Election to Defer Irrevocable | 1 | ||
| SECTION 4 DEFERRAL ACCOUNT | 2 | ||
| 4.1 Establishment of Deferral Accounts | 2 | ||
| 4.2 Crediting of Deferral Accounts | 2 | ||
| 4.3 Statement of Accounts | 2 | ||
| 4.4 Contractual Obligation | 2 | ||
| SECTION 5 PAYMENT OF BENEFITS | 2 | ||
| 5.1 Form of Payment of Benefits | 2 | ||
| 5.2 Recipients of Payments: Designation of Beneficiary | 3 | ||
| 5.3 Generation-Skipping Tax | 3 | ||
| SECTION 6 CHANGE OF LAW AND ALTERNATIVE PAYMENT FORM | 3 | ||
| SECTION 7 NON-TRANSFERABILITY | 4 | ||
| SECTION 8 ADMINISTRATION AND CLAIMS PROCEDURES | 4 | ||
| 8.1 Administration | 4 | ||
| 8.2 Filing a Claim | 4 | ||
| 8.3 Expenses | 4 | ||
| 8.4 Tax Withholding | 4 | ||
| SECTION 9 AMENDMENT AND TERMINATION | 5 | ||
| SECTION 10 APPLICABLE LAW | 5 | ||
| SECTION 11 BINDING AGREEMENT | 5 | ||
ADESA, INC.
DIRECTOR COMPENSATION DEFERRAL PLAN
Effective April , 2004
SECTION 1
ESTABLISHMENT AND PURPOSE
ADESA, Inc., a Delaware corporation (the "Company") establishes this Director Compensation Deferral Plan (the "Plan") in order to provide certain members of the Board of Directors of the Company (the "Board") the opportunity to defer payment of certain Director's compensation. It is intended that this Plan be exempt from the participation, vesting, funding, and fiduciary requirements of Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The effective date of this Plan shall be April , 2004 (the "Effective Date")
SECTION 2
ELIGIBILITY FOR PARTICIPATION
Any member of the board of directors of the Company who is not an employee of the Company is eligible to participate in the Plan (a "Director").
SECTION 3
DEFERRALS
3.1 Permitted Deferrals.
Any Director of the Company may, by making a deferral election prior to December 31 of any year, defer all or part of his or her compensation as a Director payable by the Company in cash during the ensuing year (a "Deferral Election"). A Director who did not sit on the Board as of December 1 of the preceding year may, within thirty (30) days of being elected to the Board, make a Deferral Election with respect to cash compensation expected to be received in the current year. In respect of compensation to be paid for services rendered during the fiscal year ending December 31, 2004, a Director may make such election within thirty (30) days of the Effective Date. Compensation paid in stock and any expense reimbursement or travel allowance may not be deferred. If less than all of a Director's anticipated annual cash compensation is deferred, the amount to be deferred shall be in increments of 1% of the amount anticipated to be available for deferral.
3.2 Deferral Election Form.
Deferral Elections shall be made by duly completing a Deferral Election form provided by the Company (a "Deferral Election Form"). A Deferral Election shall be effective only if it is timely filed with and accepted by the Company, and if all the terms and conditions of the Plan are satisfied in full. If a Deferral Election Form is not returned by December 31 of any year, the Director shall be deemed to not have irrevocably elected to defer compensation for the ensuing year.
3.3 Deferral Payout Form.
The Deferral Election Form shall specify the benefit payment option elected by the Director from the options allowed under the Plan and set forth in Section 5.1.
3.4 Election to Defer Irrevocable.
Except as otherwise expressly provided in this Plan, a Director's election to defer any amounts pursuant to the Plan shall be irrevocable when made and accepted by the Company and shall not be subject to amendment or modification in any manner whatsoever thereafter.
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