Nonqualified Deferred Compensation Plan (2018)Full Document 

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FIRST AMENDMENT TO THE

SCANSOURCE, INC.

NONQUALIFIED DEFERRED COMPENSATION PLAN

THIS FIRST AMENDMENT (this "Amendment") to the ScanSource, Inc. Nonqualified Deferred Compensation Plan (the "Plan") is made as of November 28, 2018 by ScanSource, Inc. (the "Company"). All capitalized terms used but not defined herein shall have the same meanings set forth in the Plan.

W I T N E S S E T H:

WHEREAS, the Company maintains the Plan to provide certain eligible employees with the opportunity to defer portions of their compensation and to receive certain Company contributions under the Plan, all in accordance with the provisions of the Plan; and

WHEREAS, under Section 12.1 of the Plan, the Plan Administrative Committee has reserved the right to amend the Plan, in whole or in part, at any time, so long as the amendment does not affect a Participant’s right to receive vested amounts previously deferred under the Plan or otherwise cause the Plan to fail to be in compliance with Section 409A of the Code; and

WHEREAS, the Company now desires to amend the Plan primarily to provide non-employee directors with the opportunity to defer any common stock, no par value per share ("Common Stock"), of the Company that such directors may otherwise receive in lieu of cash fees and/or on settlement of any Restricted Stock Units (as defined under the ScanSource, Inc. 2013 Long-Term Incentive Plan (the "Incentive Plan")) that such directors may be granted under the Incentive Plan or any similar compensatory plan or arrangement of the Company; and

WHEREAS, the Plan Administrative Committee has approved this Amendment.

NOW, THEREFORE, the Company hereby amends the Plan as set forth herein effective as of the date set forth above:

1.

Appendix A is hereby added to the Plan as set forth below:

"APPENDIX A

DEFERRAL BY DIRECTORS OF COMMON STOCK

ISSUABLE IN LIEU OF CASH FEES AND/OR UPON SETTLEMENT OF RESTRICTED STOCK UNITS

1.1 Deferral of Non-Employee Director Fees

(a) Effective for Non-Employee Director Fees payable for service on or after January 1, 2019, a Non-Employee Director may elect to defer the receipt of shares of the common stock, no par value per share, of the Company ("Common Stock") otherwise issuable in lieu of any Non-Employee Director Fees the Non-Employee Director otherwise is entitled to receive in


cash. Any Deferral Election the Non-Employee Director makes with respect to Non-Employee Director Fees will be deemed to be an election to receive such Non-Employee Director Fees in the form of shares of Common Stock in lieu of cash. For purposes of the Plan, (i) a Non-Employee Director means any individual who is a member of the Board and who is not an employee of the Company or any of its Affiliates, and (ii) Non-Employee Director Fees mean the quarterly cash retainer for Board and committee service, special assignment fees, meeting fees, committee chair or presiding director fees and any other cash amounts payable to the Non-Employee Director for service to the Company as a Non-Employee Director, if and only to the extent the Non-Employee Director has elected or is deemed to elect, on a timely basis, to receive such Non-Employee Director Fees in the form of shares of Common Stock (in lieu of cash).

(b) A Non-Employee Director may only make an election to defer the receipt of shares of Common Stock to be received in lieu of Non-Employee Director Fees (otherwise payable in cash) by filing a Deferral Election with the Plan Administrative Committee by December 31st (or such earlier date as specified by the Plan Administrative Committee on the Deferral Election) of the calendar year immediately preceding the calendar year in which the Non-Employee Director will render the related services in return for the Non-Employee Director Fees. The Non-Employee Director’s Deferral Election shall become irrevocable as of December 31st (or such earlier date as specified by the Plan Administrative Committee on the Deferral Election) of such immediately preceding calendar year (except as otherwise permitted by Section 409A of the Code). The Deferral Election shall be made on such form, in such percentages and in such manner as the Plan Administrative Committee may specify. Once irrevocable, a Deferral Election with respect to Non-Employee Director Fees shall "evergreen" and shall remain effective with respect to subsequent calendar years unless and until the Non-Employee Director revokes or changes the Deferral Election by filing a revocation or new Deferral Election with the Plan Administrative Committee by December 31st (or such earlier date as specified by the Plan Administrative Committee) of the calendar year immediately preceding the calendar year in which the revocation or new Deferral Election is to be effective. A Deferral Election may be cancelled by the Plan Administrative Committee only to the extent permitted under the Plan and Section 409A of the Code.

(c) Notwithstanding the foregoing, in the case of the first calendar year in which the Non-Employee Director becomes a Non-Employee Director, an initial Deferral Election to defer the receipt of shares of Common Stock otherwise issuable in lieu of Non-Employee Director Fees to be paid in cash for that calendar year may be made no later than 30 days after the date the Non-Employee Director first becomes a Non-Employee Director. Such election shall apply only to Non-Employee Director Fees payable for services as a Non-Employee Director to be performed subsequent to the Deferral Election. This special rule only applies to the extent permitted by Code Section 409A.

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1.2 Deferral of Annual Equity Awards.

(a) Effective for annual equity awards granted on or after January 1, 2019, a Non-Employee Director may elect to defer the receipt of shares of the Common Stock otherwise issuable upon settlement of any such annual equity awards granted to the Non-Employee Director. Any Deferral Election the Non-Employee Director makes with respect to any annual equity awards the Non-Employee Director may be granted will be deemed to be an election to receive such annual award in the form of restricted stock units ("RSUs"). For purposes of the Plan, (i) a Deferral Election may only apply to annual equity awards otherwise elected or deemed elected to be made in the form of restricted stock units and (ii) RSUs or restricted stock units refer to an award granted under the ScanSource, Inc. 2013 Long-Term Incentive Plan, as amended, or any similar compensatory plan or arrangement of the Company or any Subsidiary (an "Incentive Plan") of the right to receive shares of Common Stock and, if applicable, dividend equivalents on such shares of Common Stock, pursuant to the terms of the award certificate.

(b) A Non-Employee Director may only make an election to defer the receipt of shares of Common Stock to be received upon settlement of the Non-Employee Director’s RSUs by filing a Deferral Election with the Plan Administrative Committee by December 31st (or such earlier date as specified by the Plan Administrative Committee on the Deferral Election) of the calendar year immediately preceding the calendar year in which the RSUs are granted to the Non-Employee Director. The Non-Employee Director’s Deferral Election shall become

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