AMENDMENT TO THE WORTHINGTON INDUSTRIES, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS
Exhibit 10.10
AMENDMENT TO THE
WORTHINGTON INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
This Amendment to the Worthington Industries, Inc. Deferred Compensation Plan for Directors (this Amendment) is effective as of this 1st day of September, 2011.
WHEREAS, Worthington Industries, Inc. (the Company) previously adopted the Worthington Industries, Inc. Deferred Compensation Plan for Directors (the Pre-2005 Director Plan), as amended and restated effective as of June 1, 2000; and
WHEREAS, the Pre-2005 Director Plan is grandfathered from the application of Section 409A of the Internal Revenue Code of 1986, as amended (the Code); and
WHEREAS, the Pre-2005 Director Plan may be amended by the Companys Board of Directors (the Board) from time to time; and
WHEREAS, in accordance with the requirements of Treasury Regulation §1.409A-3(j)(4)(v), the Board desires to amend the Pre-2005 Director Plan to permit small Deferred Compensation Accounts (as defined in the Pre-2005 Director Plan) to be paid in a lump sum, notwithstanding a participants election to have such Deferred Compensation Account paid in installments; and
WHEREAS, the Board further desires to amend the Pre-2005 Director Plan to eliminate the requirement that a participants Date of Deferral (as defined in the Pre-2005 Director Plan) not extend beyond the participants 70th birthday; and
WHEREAS, the Board further desires to amend the Pre-2005 Director Plan to require that full payment of a participants Deferred Compensation Account be made by the date on which the participant attains age 85; and
WHEREAS, the Board does not intend for the amendments described above to cause the Pre-2005 Director Plan to lose its grandfathered status under Section 409A of the Code;
NOW, THEREFORE, the Pre-2005 Director Plan is hereby amended as follows:
1. | Section 6.1(a) of the Pre-2005 Director Plan is amended by inserting the following at the end thereof: |
Anything contained herein to the contrary notwithstanding, total distribution of a Participants Deferred Compensation Account must be made by the date such Participant attains age 85.
2. | Section 6 of the Pre-2005 Director Plan is amended by inserting new Section 6.5 at the end thereof, as follows: |
Section 6.5 Distributions of Small Accounts
Notwithstanding any provision in this Section 6 to the contrary, if the total of the Participants Deferred Compensation Account under the Plan and his Deferred Compensation Account under all other arrangements that, with this Plan, would be treated as a single nonqualified deferred compensation plan (within the meaning of Treasury Regulation §1.409A-1(c)(2)) is less than the limit described in Code Section 402(g)(1)(B) for the Plan Year in which the Date of Deferral occurs, such Participants Deferred Compensation Account may be distributed in a lump sum, but only if payment results in the termination and liquidation of the Participants entire interest in this Plan and all other arrangements that, along with this Plan, would be treated as a single nonqualified deferred compensation plan (as determined under Treasury Regulation §1.409A-1(c)(2)).
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officer effective as of the date first set forth above.
WORTHINGTON INDUSTRIES, INC. | ||
By: | s/Dale Brinkman | |
Its: | Vice President-Secretary |
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