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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/12/24 Corning Inc./NY 10-K 12/31/23 130:19M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.83M
2: EX-10.27 Material Contract HTML 66K
3: EX-10.28 Material Contract HTML 89K
4: EX-19 Report Furnished to Security Holders HTML 101K
5: EX-21 Subsidiaries List HTML 47K
6: EX-23 Consent of Expert or Counsel HTML 37K
10: EX-97 Clawback Policy re: Recovery of Erroneously HTML 59K
Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 43K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 43K
9: EX-32 Certification -- §906 - SOA'02 HTML 39K
16: R1 Document And Entity Information HTML 114K
17: R2 Consolidated Statements of Income HTML 141K
18: R3 Consolidated Statements of Comprehensive Income HTML 71K
19: R4 Consolidated Balance Sheets HTML 159K
20: R5 Consolidated Balance Sheets (Parentheticals) HTML 49K
21: R6 Consolidated Statements of Cash Flows HTML 155K
22: R7 Consolidated Statements of Changes In HTML 95K
Shareholders' Equity
23: R8 Consolidated Statements of Changes In HTML 39K
Shareholders' Equity (Parentheticals)
24: R9 Insider Trading Arrangements HTML 46K
25: R10 Note 1 - Summary of Significant Accounting HTML 118K
Policies
26: R11 Note 2 - Restructuring, Impairment and Other HTML 119K
Charges and Credits
27: R12 Note 3 - Revenue HTML 60K
28: R13 Note 4 - Inventories HTML 47K
29: R14 Note 5 - Leases HTML 73K
30: R15 Note 6 - Income Taxes HTML 157K
31: R16 Note 7 - Property, Plant and Equipment, Net of HTML 52K
Accumulated Depreciation
32: R17 Note 8 - Goodwill and Other Intangible Assets HTML 82K
33: R18 Note 9 - Other Assets and Other Liabilities HTML 78K
34: R19 Note 10 - Debt HTML 92K
35: R20 Note 11 - Employee Retirement Plans HTML 443K
36: R21 Note 12 - Commitments, Contingencies and HTML 52K
Guarantees
37: R22 Note 13 - Financial Instruments HTML 117K
38: R23 Note 14 - Shareholders' Equity HTML 179K
39: R24 Note 15 - Earnings Per Common Share HTML 69K
40: R25 Note 16 - Share-based Compensation HTML 93K
41: R26 Note 17 - Reportable Segments HTML 335K
42: R27 Significant Accounting Policies (Policies) HTML 169K
43: R28 Note 1 - Summary of Significant Accounting HTML 53K
Policies (Tables)
44: R29 Note 2 - Restructuring, Impairment and Other HTML 113K
Charges and Credits (Tables)
45: R30 Note 3 - Revenue (Tables) HTML 52K
46: R31 Note 4 - Inventories (Tables) HTML 47K
47: R32 Note 5 - Leases (Tables) HTML 71K
48: R33 Note 6 - Income Taxes (Tables) HTML 158K
49: R34 Note 7 - Property, Plant and Equipment, Net of HTML 50K
Accumulated Depreciation (Tables)
50: R35 Note 8 - Goodwill and Other Intangible Assets HTML 83K
(Tables)
51: R36 Note 9 - Other Assets and Other Liabilities HTML 79K
(Tables)
52: R37 Note 10 - Debt (Tables) HTML 82K
53: R38 Note 11 - Employee Retirement Plans (Tables) HTML 440K
54: R39 Note 12 - Commitments, Contingencies and HTML 44K
Guarantees (Tables)
55: R40 Note 13 - Financial Instruments (Tables) HTML 117K
56: R41 Note 14 - Shareholders' Equity (Tables) HTML 165K
57: R42 Note 15 - Earnings Per Common Share (Tables) HTML 66K
58: R43 Note 16 - Share-based Compensation (Tables) HTML 92K
59: R44 Note 17 - Reportable Segments (Tables) HTML 319K
60: R45 Note 1 - Summary of Significant Accounting HTML 92K
Policies (Details Textual)
61: R46 Note 1 - Summary of Significant Accounting HTML 44K
Policies - Supplemental Disclosure of Cash Flow
Information (Details)
62: R47 Note 1 - Summary of Significant Accounting HTML 49K
Policies - Useful Life of Equipment (Details)
63: R48 Note 2 - Restructuring, Impairment and Other HTML 48K
Charges and Credits (Details Textual)
64: R49 Note 2 - Restructuring, Impairment and Other HTML 58K
Charges and Credits - Restructuring, Impairment
and Other Charges and Credits Reflected on
Consolidated Statement of Income (Loss) (Details)
65: R50 Note 3 - Revenue (Details Textual) HTML 45K
66: R51 Note 3 - Revenue - Disaggregation of Revenue HTML 58K
(Details)
67: R52 Note 4 - Inventories - Inventories (Details) HTML 48K
68: R53 Note 5 - Leases (Details Textual) HTML 39K
69: R54 Note 5 - Leases - Components of Lease Expense HTML 48K
(Details)
70: R55 Note 5 - Leases - Supplemental Balance Sheet HTML 52K
(Details)
71: R56 Note 5 - Leases - Maturities of Lease Liabilities HTML 55K
(Details)
72: R57 Note 6 - Income Taxes (Details Textual) HTML 51K
73: R58 Note 6 - Income Taxes - Income Before Income Taxes HTML 45K
(Details)
74: R59 Note 6 - Income Taxes - Current and Deferred HTML 56K
Amounts of Provision (Details)
75: R60 Note 6 - Income Taxes - Reconciliation of the U.S. HTML 74K
Statutory Income Tax Rate to Effective Tax Rate
(Details)
76: R61 Note 6 - Income Taxes - Tax Effects of Temporary HTML 70K
Differences and Carryforwards of Deferred Tax
Assets and Liabilities (Details)
77: R62 Note 6 - Income Taxes - Net Deferred Tax Assets HTML 43K
(Details)
78: R63 Note 6 - Income Taxes - Deferred Tax Assets for HTML 50K
Loss and Tax Credit Carryforwards (Details)
79: R64 Note 6 - Income Taxes - Deferred Tax Valuation HTML 41K
Allowances (Details)
80: R65 Note 6 - Income Taxes - Reconciliation of HTML 47K
Unrecognized Tax Benefits (Details)
81: R66 Note 7 - Property, Plant and Equipment, Net of HTML 41K
Accumulated Depreciation (Details Textual)
82: R67 Note 7 - Property, Plant and Equipment, Net of HTML 53K
Accumulated Depreciation - Property, Plant and
Equipment, Net of Accumulated Depreciation
(Details)
83: R68 Note 8 - Goodwill and Other Intangible Assets HTML 56K
(Details Textual)
84: R69 Note 8 - Goodwill and Other Intangible Assets - HTML 56K
Carrying Amount of Goodwill (Details)
85: R70 Note 8 - Goodwill and Other Intangible Assets - HTML 48K
Other Intangible Assets (Details)
86: R71 Note 9 - Other Assets and Other Liabilities - HTML 54K
Other Assets (Details)
87: R72 Note 9 - Other Assets and Other Liabilities - HTML 74K
Other Liabilities (Details)
88: R73 Note 10 - Debt (Details Textual) HTML 110K
89: R74 Note 10 - Debt - Long-term Debt (Details) HTML 85K
90: R75 Note 10 - Debt - Long-term Debt (Details) HTML 78K
(Parentheticals)
91: R76 Note 10 - Debt - Debt Maturities (Details) HTML 48K
92: R77 Note 11 - Employee Retirement Plans (Details HTML 80K
Textual)
93: R78 Note 11 - Employee Retirement Plans - Benefit HTML 125K
Obligation and Funded Status (Details)
94: R79 Note 11 - Employee Retirement Plans - Benefit HTML 46K
Obligations in Excess of Fair Value of Plan Assets
(Details)
95: R80 Note 11 - Employee Retirement Plans - Net Periodic HTML 100K
Benefit Expense (Details)
96: R81 Note 11 - Employee Retirement Plans - HTML 66K
Weighted-average Assumptions Used to Determine
Benefit Obligations and Net Periodic Benefit Cost
(Details)
97: R82 Note 11 - Employee Retirement Plans - Assumed HTML 45K
Health Care Trend Rates (Details)
98: R83 Note 11 - Employee Retirement Plans - Domestic HTML 68K
Defined Benefit Plan Assets (Details)
99: R84 Note 11 - Employee Retirement Plans - HTML 62K
International Defined Benefit Plan Assets
(Details)
100: R85 Note 11 - Employee Retirement Plans - Change in HTML 67K
Fair Value of Level 3 Assets for Defined Benefit
Plan (Details)
101: R86 Note 11 - Employee Retirement Plans - Estimated HTML 57K
Future Benefit Payments and Gross Medicare to be
Receive (Details)
102: R87 Note 12 - Commitments, Contingencies and HTML 51K
Guarantees (Details Textual)
103: R88 Note 12 - Commitments, Contingencies and HTML 45K
Guarantees - Amounts of Obligations (Details)
104: R89 Note 13 - Financial Instruments (Details Textual) HTML 65K
105: R90 Note 13 - Financial Instruments - Summary of HTML 61K
Notional Amounts and Respective Fair Values of
Derivative Financial Instruments (Details)
106: R91 Note 13 - Financial Instruments - Undesignated HTML 51K
Hedges (Details)
107: R92 Note 13 - Financial Instruments - Summary of HTML 73K
Effect of Designated Derivative Financial
Instruments on Consolidated Financial Statements
(Details)
108: R93 Note 13 - Financial Instruments - Summary of HTML 46K
Effect of Undesignated Derivative Financial
Instruments on Consolidated Financial Statements
(Details)
109: R94 Note 14 - Shareholders' Equity (Details Textual) HTML 104K
110: R95 Note 14 - Shareholders' Equity - Changes in HTML 84K
Capital Stock (Details)
111: R96 Note 14 - Shareholders' Equity - Accumulated Other HTML 87K
Comprehensive Loss (Details)
112: R97 Note 14 - Shareholders' Equity - Reclassification HTML 86K
Out of Accumulated Other Comprehensive Income by
Component (Details)
113: R98 Note 15 - Earnings Per Common Share - HTML 91K
Reconciliation of Earnings Per Common Share
(Details)
114: R99 Note 16 - Share-based Compensation (Details HTML 58K
Textual)
115: R100 Note 16 - Share-based Compensation - Schedule of HTML 52K
Compensation Cost for Share-Based Compensation
Costs by Plan (Details)
116: R101 Note 16 - Share-based Compensation - Summary of HTML 58K
Restricted Stock and Restricted Stock Units
(Details)
117: R102 Note 16 - Share-based Compensation - Summary of HTML 62K
Performance-based Restricted Stock Units (Details)
118: R103 Note 16 - Share-based Compensation - Summary of HTML 66K
Stock Options Outstanding (Details)
119: R104 Note 17 - Reportable Segments (Details Textual) HTML 51K
120: R105 Note 17 - Reportable Segments - Reportable HTML 105K
Segments (Details)
121: R106 Note 17 - Reportable Segments - Reconciliation of HTML 54K
Reportable Segments and All Other Net Sales to
Consolidated Net Sales (Details)
122: R107 Note 17 - Reportable Segments - Reconciliation of HTML 96K
Reportable Segment Net Income (Loss) to
Consolidated Net Income (Details)
123: R108 Note 17 - Reportable Segments - Reconciliation of HTML 69K
Reportable Segment Assets (Details)
124: R109 Note 17 - Reportable Segments -Selected Financial HTML 85K
Information On Product Lines and Reportable
Segments (Details)
125: R110 Note 17 - Reportable Segments - Information HTML 74K
Concerning Principal Geographic Areas (Details)
127: XML IDEA XML File -- Filing Summary XML 249K
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1
Exhibit 10.27
CORNING INCORPORATED
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(as amended and restated on December 6, 2023)
Section 1. Purpose and Effective Date
The name of the Plan is the Corning Incorporated Deferred Compensation Plan for Non-Employee Directors. The purpose of the Plan is to provide the non-employee members of the Board of Directors (the “Board”) of Corning Incorporated (the “Company”) with a means to defer compensation earned as a member of the Board.
The Plan as amended and restated herein is effective December 6, 2023.
Section 2. Definitions
|
(a) |
“Annual Equity RSU Grant Agreement” means the grant agreement which sets forth the terms and conditions of an Annual Equity RSU grant. |
|
(b) |
“Annual Equity RSUs” means the annual RSU award granted to a Director for serving as a member of the Board. |
|
(c) |
“Annual Equity RSU Account” means an account maintained for each Director for Annual Equity RSUs. |
|
(d) |
“Cash Compensation” means any compensation payable to a Director in cash for serving as a member of the Board, including Cash Dividends, but excluding any expense reimbursements. |
|
(e) |
“Cash Dividends” means the ordinary cash dividends and dividend equivalents paid by the Company with respect to the Common Stock underlying the Deferred RSUs or Annual Equity RSUs held by the Director. |
|
(f) |
“Common Stock” means the common stock of the Company. |
|
(g) |
“Deferred Cash Account” means an account maintained for each Director who makes an investment election pursuant to Section 6. |
|
(h) |
“Deferred RSUs” means RSUs acquired by deferral of Cash Compensation. |
|
(i) |
“Deferred Compensation Account” means, collectively, a Director’s Deferred Cash Account and Deferred RSU Account. |
|
(j) |
“Deferred RSU Account” means an account maintained for each Director who makes an investment election pursuant to Section 6. |
|
(k) |
“Director” means any member of the Board who is not an officer or employee of the Company or a subsidiary of the Company. |
|
(l) |
“Director Compensation” means a Director’s Cash Compensation and Annual Equity RSUs. |
|
(m) |
“Equity Plan” means the Company’s 2019 Equity Plan for Non-Employee Directors (as it may be amended from time to time) or any successor plan. |
|
(n) |
“Market Value” means the closing price of a share of Common Stock on the New York Stock Exchange. |
|
(o) |
“Plan” means this Corning Incorporated Deferred Compensation Plan for Non-Employee Directors (as amended and restated on December 6, 2023). |
2
|
(p) |
“Plan Administrator” means the Corporate Secretary and Senior Vice President, Compensation and Benefits, or their successors |
|
(q) |
“Plan Year” means a calendar year. |
|
(r) |
“RSU” means a stock-settled restricted stock unit granted under the Equity Plan. |
|
(s) |
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended. |
|
(t) |
“Separation from Service” means a “separation from service” within the meaning of Section 409A. |
Section 3. Eligibility
All Directors are eligible to participate in the Plan.
Section 4. Election Options
Subject to the terms of the Plan, a participant may elect for the subsequent Plan Year:
|
(a) |
to defer receipt of all or a portion of such participant’s Cash Compensation; |
|
(b) |
the form and timing of Deferred Compensation payments; |
|
(c) |
to defer Cash Dividends earned on Annual Equity RSUs; and |
|
(d) |
the duration of the deferral of such Annual Equity RSUs. |
Section 5. Election to Defer
(a) Normal Time of Deferral Elections. Election options for a Plan Year shall be made no later than the date specified by the Plan Administrator and shall be effective for Director Compensation earned or granted in the following calendar year.
(b) Initial Deferral Elections by New Directors. Notwithstanding the foregoing, initial deferral elections may be made by a Director nominee (who is not at the time of nomination a sitting Director) prior to or within 30 days following the date the nominee commences service as a Director and such election shall be effective for Director Compensation earned or granted following the later of the date the nominee commences services as a Director and the date the election form is provided to the Secretary of the Company.
(c) Manner of Electing Deferral. A participant may make the elections as described in Section 4 within the time periods prescribed under this Section 5 by giving written notice to the Company on an election form provided by the Company, which notice shall specify the 1) Cash Compensation to be deferred, the accounts to which such amounts are to be allocated, the percentage of such amounts to be allocated to each account, the period of deferral, and the form of payment, including the number of installments; 2) deferral of Cash Dividends earned on Annual Equity RSUs; and 3) period of deferral of Annual Equity RSUs.
(d) Duration and Effect of Election. Elections shall become effective and binding on the participant once the Plan Year to which the election applies has commenced and, except as provided by this paragraph, once made, is irrevocable and may not be changed. An election to defer Director Compensation for a Plan Year may be cancelled upon demonstration of an “unforeseeable emergency” (within the meaning of Section 409A) and with the concurrence of the Chairman of the Board. Elections will carry over to subsequent years until or unless a new election form is submitted pursuant to this Section 5.
3
Section 6. Allocation of Cash Compensation
|
(a) |
General. A participant may allocate Cash Compensation as provided below. |
(i.) Deferred Cash Account. All or a portion of a participant’s Cash Compensation may be deferred and allocated by a participant into a Deferred Cash Account. Any amount of Cash Compensation allocated into the Deferred Cash Account shall be credited to the participant’s Deferred Cash Account on the date such Cash Compensation would otherwise have been paid to the participant absent a deferral and shall be credited with interest, to be compounded quarterly, calculated prospectively at a rate equal to the prime rate of Citibank, N.A. (or its successor) in effect on the date such Cash Compensation would have been paid to the participant absent a deferral in accordance with the Company’s normal practice.
(ii.) Deferred RSU Account. All or a portion of a participant’s Cash Compensation may be deferred and allocated by a participant into a Deferred RSU Account in the form of Deferred RSUs on the date such Cash Compensation would otherwise have been paid to the participant absent a deferral. On the applicable date, the Company shall credit to the Deferred RSU Account a number of RSUs equal to the applicable amount of deferred Cash Compensation, divided by the Market Value on such date (or on the trading day preceding such date if such date is not a trading day), which number shall be rounded up or down to the nearest whole number of RSUs. No fractional RSUs will be credited to a participant’s Deferred RSU Account.
(A) Payment of Cash Dividends on Deferred RSUs. On each date that the Company pays an ordinary cash dividend on shares of its outstanding Common Stock, Cash dividends earned on the Deferred RSUs shall be credited to the participant’s Deferred Cash Account and shall be credited with interest, to be compounded quarterly, calculated prospectively at a rate equal to the prime rate of Citibank, N.A. (or its successor) in effect on the date the dividends would have otherwise been paid to the participant in accordance with the Company’s normal practice. The Cash Dividends will be paid on the same schedule as the related shares of Common Stock are distributed from the Deferred RSU Account pursuant to the Director’s Deferred RSU Account payment elections.
|
(b) |
Manner of Electing Period of Deferral and Form of Payment. A participant may elect, within the time periods prescribed under Section 5, the period of deferral and form of payment of such participant’s Deferred Compensation Account (as set forth in Sections 8 and 9). |
Section 7. Deferral of Annual Equity RSUs
(a) General. Annual Equity RSUs are automatically credited to a participant’s Annual Equity RSU Account. Such Annual Equity RSUs shall be subject to vesting or other forfeiture restrictions as set forth in the Annual Equity RSU Grant Agreement. Absent an election to defer, a Director will receive quarterly cash payments of the Cash Dividends earned on the Annual Equity RSUs on each date that the Company pays an ordinary cash dividend on shares of its outstanding Common Stock in accordance with the Company’s normal practice.
(i.) Payment of Cash Dividends on Annual Equity RSUs. A participant may elect to: Defer Cash Dividends earned on the Annual Equity RSUs to the Deferred Cash Account. On each date that the Company pays an ordinary cash dividend on shares of its outstanding Common Stock, Cash Dividends earned on the Annual Equity RSUs shall be credited to the participant’s Deferred Cash Account and shall be credited with interest, to be compounded quarterly, calculated prospectively at a rate equal to the prime rate of Citibank, N.A. (or its successor) in effect on the date the dividends would have otherwise been paid to the participant in accordance with the Company’s normal practice. The dividends will be paid on the same schedule as the related shares of Common Stock are distributed from the Annual Equity RSU Account pursuant to the Director’s election.
(b) Manner of Electing Period of Deferral and Cash Dividends. A participant may elect, within the time periods prescribed under Section 5, the period of deferral of their Annual Equity RSU Account (as set forth in Section 8) and the deferral of Cash Dividends earned on the Annual Equity RSUs.
4
Section 8. Period of Deferral
(a) Deferred Cash Account and Deferred RSU Account. A participant may elect to receive payment from the participant’s Deferred Compensation Account upon (i) a specified year or a specific date or dates in the future (which shall not exceed ten years from the end of the applicable Plan Year), provided that, if a specific year is elected, payment will be made or will commence on the first business day after the beginning of the year specified or (ii) the participant’s Separation from Service, in which case, payment will be made or will commence on the first business day of the seventh month after such Separation from Service.
(b) Annual Equity RSU Account. When granted, Annual Equity RSUs are automatically credited to a participant’s Annual Equity RSU Account. A participant may elect to receive payment from the Annual Equity RSU Account in a single installment (i) on the first business day of the seventh month after the participant’s Separation from Service, (ii) one year after the grant date, (iii) five years after the grant date, or (iv) ten years after the grant date. Absent a deferral election, payment from the participant’s Annual Equity RSU Account will be made on the first business day of the seventh month after the participant’s Separation from Service. If such payment date is not a day when the New York Stock Exchange is open, then the payment date will be the first business day following the scheduled payment date.
Section 9. Form of Payment
A participant may elect to receive payment from the participant’s Deferred Compensation Account in (a) a lump sum or (b) a number of annual installments as specified in the deferral election form provided by the Company. All amounts in a participant’s Deferred Cash Account shall be paid in cash and, unless otherwise determined by the Plan Administrator, all amounts in a participant’s Deferred RSU Account shall be paid in shares of Common Stock (with one share issued for each Deferred RSU).
A participant may elect the timing of payment from the Annual Equity RSU Account, as specified in Section 8(b), recognizing that all payments for a single Plan Year will be made in a single installment. All amounts in an Annual Equity RSU Account shall be paid in shares of Common Stock (with one share issued for each Annual Equity RSU).
Section 10. Adjustments
The type and number of securities underlying the RSUs in the participant’s Deferred RSU Account and/or Annual Equity RSU Account shall be proportionally adjusted, as determined by the Plan Administrator, for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares effected without receipt of consideration by the Company, or any distribution or spin-off of assets (other than cash) to the stockholders of the Company, which adjusted number shall be rounded up or down to the nearest whole number of RSUs.
Section 11. Death or Disability Prior to Receipt
If a participant dies or becomes “disabled” (within the meaning of Treas. Reg. 1.409A-3(i)(4)) prior to receipt of the amounts payable to the participant pursuant to the Plan, any amounts remaining in such participant’s Deferred Compensation Account and/or Annual Equity RSU Account shall be paid to the participant (or the participant’s estate or personal representative, as applicable) in a lump sum within sixty (60) days following the date of the participant’s death or disability.
Section 12. Participant's Rights Unsecured
Nothing in the Plan shall require the segregation of any assets of the Company or any type of funding by the Company, it being the intention of the parties that the Plan be an unfunded arrangement for federal income tax purposes. No participant shall have any rights to or interest in any specific assets or shares of Common Stock by reason of the Plan, and any participant’s rights to enforce payment of the obligations of the Company hereunder shall be those of a general creditor of the Company.
Section 13. Statement of Accounts
Statements will be sent to each participant no later than 30 days after the close of each quarter as to the value of the participant’s deferred cash and equity accounts.
5
Section 14. Assignability
No right to receive payments hereunder shall be transferable or assignable by a participant, except by will or by the laws of descent and distribution. A participant may not sell, assign, transfer, pledge or otherwise encumber any interest in the participant’s Deferred Compensation Account or Annual Equity RSU Account and any attempt to do so shall be void against, and shall not be recognized by, the Company.
Section 15. Administration
The Plan shall be administered by the Plan Administrator, who shall have the authority to adopt rules and regulations for carrying out the Plan and interpret, construe and implement the provisions of the Plan.
Section 16. Construction
The Plan is intended to comply with Section 409A and any regulations and guidance thereunder and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Each amount to be paid under the Plan shall be construed as a separate and distinct payment for purposes of Section 409A. Notwithstanding the foregoing, the Company makes no representation to any participant that the Plan or any payment thereunder complies with Section 409A.
The laws of the State of New York shall govern all questions of law arising with respect to the Plan, without regard to the choice of law principles of any jurisdiction that would result in the application of the laws of another jurisdiction. If any provision of the Plan is held to be illegal or void, such illegality or invalidity shall not affect the remaining provisions of the Plan, but shall be fully severable, and the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.
Section 17. Amendment
The Plan may at any time or from time to time be amended, modified or terminated by the Company. No amendment, modification or termination shall, without the consent of the participant, adversely affect accruals in such participant’s Deferred Compensation Account or Annual Equity RSU Account, except that the Plan Administrator may terminate the Plan and distribute the holdings in the Deferred Compensation Account and Annual Equity RSU Account to participants in accordance with and subject to the rules of Treas. Reg. Section 1.409A-3(j)(4)(ix), or successor provisions, and any generally applicable guidance issued by the Internal Revenue Service permitting such termination and distribution. The Plan Administrator may delegate to a committee consisting of at least three employees of the Company the authority to make technical amendments to the Plan. Notwithstanding anything in the Plan to the contrary, no changes made to the Plan as of the date of its amendment and restatement in 2023 shall apply to amounts already deferred in a participant’s Deferred Compensation Account or Annual Equity RSU Account or scheduled to be deferred pursuant to elections made for amounts earned on or prior to December 31, 2023.
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By and on Behalf of |
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CORNING INCORPORATED |
|||
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By: |
/s/ John P. MacMahon |
||
|
Title: |
Sr. Vice President, Global Compensation & Benefits |
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/12/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 12/6/23 | ||||
| List all Filings | ||||