Deferral of Retainers. Non-Employee Directors may elect to defer payment of all or a portion of the annual retainers described in [Section 2(a)] and the exceptional meeting fees described in [Section 2(d)] into specified investment funds and/or into vested restricted share units for shares of the Company's common stock, which deferral will be made pursuant to the terms of the Company's Amended and Restated Deferred Fee Plan for Directors or its successor plan (the "Deferred Fee Plan"). Unless otherwise determined by the Board, any restricted share units will be granted under the 2013 Howmet Aerospace Stock Incentive Plan or its successor plan (the "Equity Plan"), on the date on which such retainer(s) would otherwise have been paid in cash. The extent to which a Non-Employee Director may defer annual retainer payments into vested restricted share units will therefore be subject to any limit on awards granted to a Non-Employee Director set forth in the Equity Plan.
Deferral of Retainers. A Participant’s election to defer a Retainer is subject to the following requirements:
Deferral of Retainers into Stock Units. Each Non-Employee Director may elect to defer all (100%) or fifty percent (50%) of the Director's Annual Retainer earned during the relevant calendar year into Stock Units. The number of Stock Units acquired shall equal the portion of the Annual Retainer being deferred into Stock Units in a calendar month, divided by the Fair Market Value of a Share on the last Trading Day in such calendar month, and such Stock Units shall be credited to the Non-Employee Director’s account effective the day the number of Stock Units is determined. Amounts are deferred at the time they otherwise would have been paid were it not for the relevant deferral election.
Annual Retainers. Each Non-Employee Director shall receive an annual retainer of for service on the Board. Each Non-Employee Director shall also receive annually in addition to the annual retainer for serving as a Board Chair for one of the three (3) established Board Committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
Cash Retainers. Each Nonemployee Director is eligible to receive cash retainers at the applicable rates set forth in the following table for each full year of service as # a chairperson and/or member of the Board and # a chairperson of a committee of the Board (“Committee”):
Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer shall withhold from that portion of the Participant’s Salary and Bonus, that are not being deferred, in a manner determined by the Employer, the Participant’s share of any Employer-provided welfare and fringe benefits elected by the Participant and/or FICA or other employment taxes on such Annual Deferral Amount, as determined by the Committee in its sole discretion. If necessary, the Committee may reduce the Annual Deferral Amount in order to satisfy the Participant’s election with respect to Employer-provided welfare and fringe benefits and the Employer’s obligation to withhold FICA and other employment taxes.
Cancellation of Deferral. Subject to [Section 409A], if it is determined that a Participant is suffering from a Disability, such Participant’s deferrals shall thereupon be cancelled by the later of the end of the Plan Year or the fifteenth day of the third month following the date the Participant incurs a Disability.
Retainer Deferral Accounts. Each Retired Outside Director shall be entitled to receive the balance, if any, of his or her Retainer Deferral Account in accordance with the provisions of [Section 11] of the Plan.
The HRC or Plan Manager shall determine whether an Award is paid in cash or equity or a combination thereof and at what level such Awards shall be subject to deferral whether in cash or equity. Generally, deferred Awards shall be paid in the form of Restricted Share Rights, unless prohibited by Applicable Laws and Policies, or as determined by the Plan Manager, in which case the deferred Awards will be paid in the form of long-term cash. Deferred Awards shall be paid in the form of long-term incentives, subject to the terms and conditions of the applicable long-term incentive plan and respective Award agreement.
Monthly Deferral Participant. A Director who is not a salaried employee of the Company and who has elected to defer all or part of his or her Compensation pursuant to the Plan in accordance with [Section 4] hereof.
Employee Deferral Elections. Deferrals may be made by an Eligible Employee with respect to the following types of Eligible Income, as permitted by HP:
The Deferral Form. Each Deferral Form shall specify the date on which payment of the aggregate of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon) is to commence. Such payment date shall be at least three (3) years after the Plan Year in which the deferrals are being made. Each Deferral Form shall also specify the form for payment of the deferred amount and any HP Matching Contributions for the Plan Year (and earnings thereon). A Participant may elect payment in the form of a single lump sum payment or annual installment payments for a period of not less than two (2) but no more than fifteen (15) years. Annual installment payments will be paid once a year beginning on the date specified on the applicable Deferral Form or as otherwise provided herein.
Deferral of Awards. The Committee may establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Participant to payment or receipt of shares of Company Stock or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program.
Annual retainers to committee chairs are payable quarterly in arrears.
Annual Cash Retainers for Chairperson, Lead Independent Director and Committee Service
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