2009 DIRECTOR SUPPLEMENTAL
DEFINED CONTRIBUTION PLAN
OF
PARK-OHIO HOLDINGS CORP.
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ARTICLE I
PURPOSE: ADOPTION BY THE COMPANY AND AFFILIATES
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1
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1
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ARTICLE II
DEFINITIONS
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1
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3
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ARTICLE III
ELIGIBILITY FOR PLAN PARTICIPATION
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3
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3
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ARTICLE IV
CONTRIBUTIONS
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4.1 Elective Contributions
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3
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4
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ARTICLE V
PARTICIPANT ACCOUNTS AND PLAN FUNDING
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4
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4
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5.3 Investment Elections for Elective and Basic
Contributions
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5
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5.4 Investment Change of Future
Contributions
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5
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5.5 Election to Transfer Invested Past
Contributions
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5
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ARTICLE VI
DISTRIBUTION
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6.1 Distribution Upon From Service or
Disability
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6
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7
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6.3 Distribution Upon Death
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8
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8
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Page
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ARTICLE VII
BENEFICIARIES
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8
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ARTICLE VIII
ADMINISTRATIVE PROVISIONS
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9
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8.2 Powers and Authorities of the
Committee
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9
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9
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ARTICLE IX
AMENDMENT AND TERMINATION
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9.1 Amendment and Termination
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10
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ARTICLE X
MISCELLANEOUS
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10.1 Non-Alienation of Benefits
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10
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10.2 Payment of Benefits to Others
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10
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10.3 Taxation of Benefits
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10
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10.4 Claims of Other Persons
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11
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11
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11
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ARTICLE I
PURPOSE; ADOPTION BY
THE COMPANY
1.1 Purpose . This Plan is intended to be an
unfunded, nonqualified deferred compensation plan for Company
Directors. This Plan is intended to provide for the deferral of
federal income taxation on the amounts deferred hereunder until
paid to a Participant or Beneficiary. Accordingly, this Plan is
intended to provide that a Participant shall not have constructive
receipt of income prior to the date that payment is made to a
Participant, and is likewise intended to comply with the
requirements of Section 409A of the Code. If any terms of this
Plan do not comply with the foregoing requirements of the federal
income tax law, those terms are hereby deemed to be amended to, and
shall be interpreted and applied by the Committee, to comply with
such requirements of the law.
1.2 Effective Date . This Plan is effective on and
after January 1, 2010.
2.1 Definitions . Except as otherwise required by the
context, the terms used in the Plan shall have the meaning
hereinafter set forth.
Account . With respect to a Participant, the
bookkeeping Account maintained on his behalf pursuant to the terms
of this Plan. Each Participant’s Account will be subdivided
into a “ Cash Account ” which will reflect any
Contributions made to the Account in the form of cash compensation
and an “ Equity Award Account ” which will
reflect any Contributions made to the Account in the form of Equity
Awards.
Administrator . “Administrator” is
defined in Section 8.1.
Affiliate . The Company and (a) any member of a
controlled group of corporations (as determined under Section
414(b) of the Code) of which the Company is a member, or (b) a
group of trades or businesses (whether or not incorporated) which
are under common control with the Company within the meaning of
Section 414(c) of the Code.
Beneficiary . The person who, in accordance with the
provisions of Article VII, shall be entitled to receive a
distribution hereunder in the event a Participant dies before his
or her interest under the Plan has been distributed to him or her
in full.
Board . The Board of Directors of the
Company.
Code . The Internal Revenue Code of 1986, as amended
from time to time. Reference to a section of the Code shall include
such section and any comparable section or sections of any future
legislation that amends, supplements, or supersedes such
section.
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Commencement Date . The date that is specified in
Section 6.1.
Company . Park-Ohio Holdings Corp., its corporate
successors, and the surviving corporation resulting from any merger
of Park-Ohio Holdings Corp. with any other corporation or
corporations.
Compensation . Cash compensation earned as a
Director, including retainer and attendance fees and incentive
compensation payable in the form of Equity Awards.
Committee . The individuals appointed by the Board to
administer the Plan on behalf of the Company, pursuant to
Section 8.1.
Contributions . All amounts credited to a
Participant’s Account pursuant to Article IV.
Deferred Compensation Election . An election of an
Eligible Director to reduce his or her Compensation by a specified
amount, pursuant to Section 4.1.
Director. A duly elected or appointed member of the
Board who is not an employee of the Company.
Election Deadline . The deadline for filing the
Deferred Compensation Election form provided in Section 4.1(b)
or 4.1(c), as applicable.
Elective Contributions . The amounts credited to a
Participant’s Account pursuant to a Deferred Compensation
Election made under Section 4.1.
Eligible Director . “Eligible Director”
is defined in Section 3.1.
Equity Awards . Awards issued under the 1998
Long-Term Incentive Plan (other than restricted shares or options)
or any similar plan approved by the Committee for this
purpose.
Participant . Any Eligible Director of the Company
who participates in a Plan of the Company pursuant to
Article III of this Plan Document.
Plan . This 2009 Director Supplemental Defined
Contribution Plan.
Plan Year . The calendar year.
Separation from Service . A Participant shall be
deemed to have incurred a “Separation from Service”
under this Plan only if the Participant has ceased to be a Director
of the Company and is not a Director of a corporation that is a
successor to the Company via a merger or consolidation, or by an
Affiliate. Notwithstanding the foregoing, for all purposes of this
Plan, the term “Separation from Service” shall mean a
separation from service within the meaning of Treasury
Regulation Section 1.409A-1(h).
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Valuation Date . The last business day of each
calendar month, or such other date as may be designated as a
Valuation Date under the Individual Account Retirement Plan of
Park-Ohio Industries, Inc. and Its Subsidiaries.
2.2 Construction . Where necessary or appropriate to
the meaning hereof, the singular shall be deemed to include the
plural, the plural to include the singular, the masculine to
include the feminine, and the feminine to include the
masculine.
ARTICLE III
ELIGIBILITY FOR PLAN PARTICIPATION
3.1 Eligible Directors . Eligible Directors under the
Plan shall be the Directors of the Company
3.2 Plan Participation . An Eligible Director shall
become a Participant under a Plan if he or she timely files with
the Company a Deferred Compensation Election.
4.1 Elective Contributions .
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(a)
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Each Eligible Director shall be
entitled to elect for each calendar year to reduce his or her
Compensation by an objectively determinable amount relating to each
form of Compensation that is specified in a timely filed Deferred
Compensation Election; and if an Eligible Director does so, an
amount equal to the reduction in his or her Compensation shall be
credited to an Account maintained for him or her under the
Plan.
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(b)
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The Deferred Compensation Election
of a Participant must be made in writing on a form specified by the
Administrator. A Deferred Compensation Election will be timely
filed with respect to the Compensation only if it is filed with the
Administrator by a date specified by the Administrator that
precedes the calendar year in which the Compensation is earned by
the Participant for services rendered as an Eligible Director. A
Deferred Compensation Election that is timely filed with the
Administrator shall be irrevocable as of the first day of the
calendar year that follows the date it is filed.
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(c)
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If a Director first becomes an
Eligible Director after the first day of a calendar year, the
Eligible Director may file a Deferred Compensation Election with
the Administrator no later than 30 days after the date the
Director becomes an Eligible Director under the Plan. If an
Eligible Director does so, the applicable Deferred Compensation
Election shall be effective for such calendar year only with
respect to Compensation that is earned for services that are
performed after the filing of the Participant’s Deferred
Compensation Election with the Administrator; and any such Deferred
Compensation Election shall be irrevocable
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as of the date that it is filed
with the Administrator. For purposes of the preceding sentence,
where an individual has ceased being an Eligible Director,
regardless of whether all amounts deferred under the Plan have been
paid, and subsequently becomes an Eligible Director again, the
individual shall be treated as first becoming an Eligible Director
if the individual had not been eligible to participate in the Plan
(other than the accrual of earnings) at any time during the
twenty-four month period ending on the date the individual again
becomes an Eligible Director.
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(d)
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The reduction in a
Participant’s Compensation for any calendar year shall be
made by the Company during such calendar year. The Account of each
Participant shall then be credited with Elective Contributions
equal to the amount of the Participant’s reduction in his or
her Compensation, on or shortly after the Compensation would
otherwise be paid to the Directors, in accordance with procedures
established by the Administrator.
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4.2 Vesting . A Participant shall at all times be
100% vested in the balances credit to his or her Cash Account. A
Participant shall vest in the amounts credited to his or her Equity
Award Account in accordance with the vesting schedule set forth in
the agreement documenting the grant of the applicable Equity Award
credited to his or her Equity Award Account. Any amounts credited
to a Participant’s Account that are not 100% vested at the
Commencement Date applicable for such amount shall be forfeited,
and the Participant shall cease to have any rights to such
forfeited amounts.
ARTICLE V
PARTICIPANT ACCOUNTS AND PLAN FUNDING
5.1 Participant Accounts . Each Participant in a Plan
shall have established in his or her name an Account which shall
reflect the Contributions credited to him or her pursuant to
Article IV. All Accounts maintained for purposes of the Plan
shall merely constitute bookkeeping records of the Company and
shall not constitute any allocation whatsoever of any assets of the
Company or any Affiliate or be deemed to create any trust or
special deposit with respect to any of the assets of the Company or
any Affiliate.
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(a)
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The obligation under the Plan to
provide a Participant with all or a portion of the amounts credited
to his or her Account constitutes the sole unsecured promise of the
Company. No Participant or Beneficiary shall have any rights
whatsoever in or with respect to any funds or other assets owned or
held by the Company (or any Affiliate thereof), the rights of a
Participant or Beneficiary under any Plan being solely those of a
general unsecured creditor of the Company.
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(b)
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Notwithstanding the provisions of
paragraph (a), the Company may establish or participate in one or
more trusts for the purpose of setting aside funds to provide for
the payment of benefits under its Plan. Such trust or trusts may
include a master trust or collective investment trust maintained by
the Company in
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conjunction with this Plan
Document. However, in accordance with the foregoing provisions of
this Section, the assets of such trust or trusts shall at all times
remain subject to the claims of the general creditors of the
Company, except to the extent and at such time as any payment is
made therefrom to a Participant or Beneficiary under the Plan; and
no Participant or Beneficiary shall have any rights whatsoever in
or with respect to any such trust or the assets thereof. To the
extent that the Company makes contributions to such a trust or
trusts, such contributions may be invested in one or more
investment funds thereunder as shall be determined by the Company,
in its discretion.
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5.3 Investment Elections for Elective Contributions .
At the sole discretion of the Administrator, Participants may be
entitled to request that the adjustments to their Accounts be made
in accordance with deemed investment elections of the Participant
in one or more investment funds designated by the Administrator.
The investment election of a Participant shall specify a
combination which, in the aggregate, equals
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