Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year Ended December 31, 1993 32 131K
2: EX-4.16B EX-4.16B Amendment Dated as of September 10, 1993 14 44K
3: EX-4.16C EX-4.16C Master Assignment & Acceptance Agreement 15 41K
4: EX-10.33A EX-10.33A Termination Agreements 6 14K
5: EX-10.53B EX-10.53B Amendment to 1992 Equity Incentive Plan 1 7K
6: EX-10.55 EX-10.55 AT&T Corporate Center Office Sublease 222 670K
7: EX-10.56 Material Contract 4 16K
8: EX-10.57 Material Contract 4 16K
9: EX-10.58 Material Contract 17 50K
10: EX-10.59 Material Contract 12 42K
11: EX-13 EX-13 1993 Annual Report - Portions Deemed Filed 32 118K
12: EX-21 EX-21 Subsidiaries 1 5K
EX-10.56 — Material Contract
| EX-10.56 | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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CHICAGO AND NORTH WESTERN HOLDINGS CORP.
DIRECTORS' DEFERRED COMPENSATION PLAN
Section 1
Introduction
1.1 The Plan and Its Effective Date. The Chicago and North
Western Holdings Corp. Directors' Deferred Compensation Plan (the
"Plan") is hereby established by Chicago and North Western
Holdings Corp. (the "Company") effective January 1, 1994.
1.2 Purpose. The purpose of the Plan is to permit each
non-employee member of the Board of Directors ("Participating
Director") to elect deferral of any or all of his fees on a
deferred, unfunded basis for a set period of years.
Section 2
Benefits
2.1 Elected Deferred Benefits. Each Participating Director
may elect in accordance with Section 2.5 to defer all or any part
of his fees ("Elected Deferred Benefits") into the Plan. To the
extent fees are deferred under the Plan, such fees shall not be
eligible for deferral under any other Plan sponsored by the
Company.
2.2 Deferred Fee Account. Amounts deferred with respect to
each election made pursuant to Section 2.5 shall be credited to a
separate account ("Deferred Fee Account") for each Participating
Director on a quarterly basis at such a time and in such a manner
as is reasonably determined by the Company. Amounts credited to
each such separate Deferred Fee Account shall be credited with a
fixed rate of return equal to LIBOR plus one, as determined
quarterly as of the first day of each calendar quarter by the
Company.
2.3 Payment of Benefits. Each such separate Deferred Fee
Account for a Participating Director shall be paid to the
Participating Director promptly after the earlier of (i) the
expiration of the Deferral Period for such separate Deferred Fee
Account elected by the Participating Director in his properly
executed deferral election in accordance with Section 2.5, or
(ii) the date the Participating Director ceases to be a member of
the Board of Directors. In the event of the Participating
Director's death, his Deferred Fee Account shall be paid to the
beneficiaries designated by the Participating Director in writing
to the Secretary of the Board of Directors or, if the
Participating Director fails to designate beneficiaries, or if
all such beneficiaries predecease the Participating Director, to
the Participating Director's surviving spouse, and if there is no
surviving spouse then to the Participating Director's estate
promptly after the date of the Participating Director's death.
Payment shall be made in cash in an amount equal to the amount
credited to the Participating Director's Deferred Fee Account on
the date such amount is to be paid. If the Plan is terminated as
provided under Section 3.4, the Company reserves the right to pay
all benefits accrued hereunder at such time as the Company may
determine without regard to the Deferral Periods selected by the
Participating Directors under Section 2.5(b). In any case, such
payment shall release the Company of any future liability for
benefit accruals with respect to such amounts paid.
2.4 Funding. Benefits payable under the Plan to any person
shall be paid directly by the Company. The Company shall not be
required to fund, or otherwise segregate assets to be used for
payment of benefits under the Plan.
2.5 Deferral Elections.
(a) A Participating Director may elect by written
notice delivered to the Company within 60 days after the
effective date of the Plan to be credited with Elected Deferred
Benefits as provided in Section 2.1 with respect to fees earned
in the portion of the calendar year following the delivery of
such notice to the Company. For each calendar year thereafter,
the Participating Directors may elect by a written election filed
with the Company before the beginning of such calendar year to be
credited with Elected Deferred Benefits as provided in Section
2.1 for such calendar year. Notwithstanding the foregoing, a
person who becomes a Participating Director in a calendar year
may elect by a written notice delivered to the Company within 60
days after becoming a Participating Director to be credited with
Elected Deferred Benefits as provided in Section 2.1 with respect
to fees earned in the portion of such calendar year following the
delivery of such notice to the Company.
(b) Each such election made hereunder shall include
(i) the amount of Elected Deferred Benefits the Participating
Director elects and (ii) the period of time for which the
Participating Director elects to defer (the "Deferral Period")
such Elected Deferred Benefits. The Deferral Period for each
such election shall be no less than two (2) years and no longer
than the date the Participating Director ceases to be a member of
the Board of Directors of the Company. Payment of such amounts
shall be made in accordance with the provisions of Section 2.3.
-2-
Section 3
General Provisions
3.1 Plan Administration. The Plan shall be administered by
the Board of Directors. The Board shall have such powers, as may
be necessary to construe and interpret the Plan, determine the
eligibility of directors and to otherwise discharge its duties
hereunder, including, but not limited to the power to delegate
the responsibility for the administration of the Plan to
employees of the Company or to third parties.
3.2 Rights to Retention. Establishment of the Plan shall
not be construed to give a Participating Director the right to be
retained on the Board of Directors or to any benefits not
specifically provided by the Plan.
3.3 Interests Not Transferable. Except as to withholding
of any tax required under the laws of the United States or any
state or locality and except with respect to designation of a
beneficiary to receive benefits in the event of the death of a
Participating Director, no benefit payable at any time under the
Plan shall be subject in any manner to alienation, sale,
transfer, assignment, pledge, attachment, or other legal process,
or encumbrance of any kind until payable. Any attempt to
alienate, sell, transfer, assign, pledge or otherwise encumber
any such benefits, whether currently or thereafter payable, shall
be void. No benefit shall, in any manner, be liable for or
subject to the debts or liabilities of any person entitled to
such benefits. If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge or otherwise encumber
his benefits under the Plan, or if by any reason of his
bankruptcy or other event happening at any time, such benefits
would devolve upon any other person or would not be enjoyed by
the person entitled thereto under the Plan, then the Company, in
its discretion, may terminate the interest in any such benefits
of the person entitled thereto under the Plan and hold or apply
them to or for the benefit of such person entitled thereto under
the Plan or his spouse, children or other dependents, or any of
them, in such manner as the Company may deem proper.
3.4 Amendment and Termination. The Company intends the
Plan to be permanent, but reserves the right at any time to
modify, amend or terminate the Plan, provided, however, that
benefits earned as provided herein shall constitute an
irrevocable obligation of the Company.
3.5 Controlling Law. The law of Illinois, except its law
with respect to choice of law, shall be controlling in all
manners relating to the Plan.
-3-
3.6 Gender and Number. Words in the masculine gender shall
include the feminine, and the plural shall include the singular
and the singular shall include the plural.
Executed this 14th day of January, 1994.
CHICAGO AND NORTH WESTERN
HOLDINGS CORP.
By: /s/ Robert Schmiege
Its: Chairman, President and
Chief Executive Officer
ATTEST:
/s/ Robin Bourne-Caris
Assistant Vice President -
Assistant Corporate Secretary
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Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/21/94 | | | | | | | None on these Dates |
| | 1/1/94 | | 1 |
| For Period End: | | 12/31/93 |
| List all Filings |
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