Second Restatement of UFP Industries, Inc. Director Compensation Plan
UFP Industries, Inc. has established a Director Compensation Plan for its non-employee directors, allowing them to defer all or part of their annual cash and stock compensation. Directors can choose to receive their fees at a later date, such as retirement, disability, or a specified date, instead of immediately. The plan outlines how deferrals are elected, how payments are made, and the conditions for receiving deferred amounts. The plan is effective for plan years starting January 1, 2022, and aims to give directors flexibility in managing their compensation and stock ownership.
Exhibit 10(e)
SECOND RESTATEMENT OF THE
UFP INDUSTRIES, INC. DIRECTOR COMPENSATION PLAN
i. | The Participating Director's death, |
ii. | The Participating Director's total and permanent disability, as defined in Treas. Reg. 1.409A-3(i)(4), or |
iii. | The date specified in the Participating Director's Election Agreement (the "Optional Payment Date"), unless no Optional Payment Date is specified in the Election Agreement, in which case the Optional Payment Date shall be deemed selected and shall be the date of the Participating Director's Retirement. |
No acceleration of the Deferred Payment Date is permitted unless authorized under the Code or in the regulations or guidance thereunder.
Any portion of an Eligible Director's Retainer Fee that the Eligible Director does not elect to be part of the Deferred Fee (the "Non-Deferred Fee") shall be paid to the Eligible Director as set forth in Section 7.
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i. | Cash Deferrals. The Company shall credit to a Participating Director's Deferral Account a number (to four decimal places) of units that is equal to 110% of the amount of the Participating Directors' Deferred Cash Fee pursuant to Section 5(a) or the Deferred Committee Fee pursuant to Section 5(c) pursuant to an Election Agreement, as periodically earned by the Participating Director divided by the Market Price on the day upon which such amounts are earned. For this purpose, the amounts of a Participating Director's Deferred Cash Fee are deemed earned on May 1 (February through April amounts), August 1 (May through July amounts), November 1 (August through October amounts), and the next February 1 (November through January amounts). |
ii. | Stock Deferrals. The Company shall credit to the Deferral Account, on each day the number of units that is equal to 100% of the number of shares of Company Stock deferred pursuant to the Participating Directors' Deferred Stock Director Retainer under to Section 5(b) (including any fractional shares), as periodically earned by the Participating Director. For this purpose, the amounts of a Participating Director's Deferred Stock Fee are deemed earned on May 1 (February through April amounts), August 1 (May through July amounts), November 1 (August through October amounts), and the next February 1 (November through January amounts). |
iii. | Credits for Dividend Payments. The Company shall credit to the Deferral Account, on each day the Company declares a cash dividend to holders of the Stock, that number (to four decimal places) of units that is equal to the total number of units in the Participating Director's Deferral Account on the declaration date for such dividend, multiplied by the cash dividend per share of Stock dividend by the Market Price on the declaration date for such dividend. |
iv. | Adjustments. The number of units credited to a Deferral Account t shall be adjusted appropriately by the Company in the event of any change in the Stock by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares and other like capital changes, but no adjustment shall be required by reason of any sales of shares of Stock by the Company at any price, whether below, at or above Market Price, and whether by or pursuant to warrant, option, right, conversion right or privilege or otherwise, and a Participating Director shall have |
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no rights as a holder of Stock unless and until a certificate for shares of Stock is issued by the Company. |
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