NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN
Published on February 10, 2003
Exhibit 10.8
MFA MORTGAGE INVESTMENTS, INC.
SENIOR OFFICERS DEFERRED BONUS COMPENSATION PLAN
ANNUAL PARTICIPANT ELECTION FORM - 2003 DEFERRALS
In accordance with the provisions of the Plan, I hereby elect to defer the
percentage of the annual Bonus Compensation earned during 2003, as follows:
1. AMOUNT OF BONUS COMPENSATION DEFERRAL (Indicate whole percentage only)
I elect to defer ____% of the cash bonus awarded to me in 2003 and otherwise
payable in January 2004.
2. DEFERRAL PERIOD - I hereby elect the five-year Deferral Period for
Bonus Compensation earned during 2003, such that payment will be deferred until
on or about January 15, 2008. _____ Yes _____ No
3. SETTLEMENT - Form of Distribution (Initial one) _____ I elect the
following deferral installment payment period: _____ years (indicate between one
and five years)
OR
_____ I elect a lump sum distribution in accordance with the terms of the
Plan.
This election is subject to all of the terms of the MFA Mortgage Investments,
Inc. Senior Officers Deferred Bonus Compensation Plan on file attached hereto
and on file with the records of the Corporation.
Dated:
------------ -----------------------------------------
Signature of Senior Officer
********************************************************************************
Please check below if you do not wish to participate in the Plan and sign below.
_____ I do not wish to participate in the MFA Mortgage Investments, Inc. Senior
Officers Deferred Bonus Compensation Plan
Dated:
------------ -----------------------------------------
Signature of Senior Officer
********************************************************************************
Accepted on the ___ day of ___________, 2002
on behalf of MFA Mortgage Investments, Inc.
By:
-----------------------------------------
********************************************************************************
FEDERAL TAX ASPECTS
The following discussion is a general description of expected federal income tax
results under current law. The information is not tax advice, it is intended to
be for general guidance only and does not give a full description of all the tax
issues which may apply to you. You should also remember that tax laws may change
from time to time. You should consult your own tax advisors regarding the impact
of the Plan, and your election thereunder, with respect to any federal, state,
local or other taxes.
67
The Plan is intended to be a non-qualified deferred compensation plan
under the provisions of the Internal Revenue Code. At the time a Participant's
deferral of Bonus Compensation is made, it is intended that such Participant
will not recognize income for federal income tax purposes. In addition, Deferred
Stock Units credited pursuant to Section 6(b) of the Plan are not intended to be
treated as income at the time they are credited to the Account of a Participant.
Participants will recognize ordinary income at the time the Participant
deferrals, together with the earnings credited to these amounts, are actually
paid out or made available to the Participants. The amount of such ordinary
income will equal the amount of cash received.
The Plan is not intended to be a tax-qualified plan under Section 401 (a)
of the Internal Revenue Code and is not intended to be subject to ERISA. The
Corporation has not received any ruling from the Internal Revenue Service
concerning the tax consequences of the Plan.
68
MFA MORTGAGE INVESTMENTS, INC.
2003 NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
(as adopted effective December 19, 2003)
1. Purpose
The purpose of the Plan is to provide Nonemployee Directors of the
Corporation with an opportunity to defer 100% or 50% of their Compensation while
at the same time aligning their interests more closely with the interests of the
stockholders of the Corporation.
2. Effective Date
This Plan shall become effective on the Effective Date.
3. Definitions
In this Plan, the following definitions shall apply:
"Account" - the account maintained by the Corporation for Deferred
Stock Units credited in accordance with Section 6 of the Plan.
"Administrator" - the person, persons or entity appointed by the
Board from time to time to manage and administer the Plan.
"Board" - the Board of Directors of the Corporation.
"Common Stock" - the Corporation's common stock, $0.01 par value per
share.
"Compensation" - the aggregate value of the annual retainer payable
to a Nonemployee Director for service on the Board (exclusive of committee fees,
meeting participation fees and expenses).
"Corporation" - MFA Mortgage Investments, Inc., a Maryland
corporation, and its successors.
"Deferral Period" - the five-year period, if so elected, during
which Compensation for a particular year is to be deferred. At the conclusion of
the Deferral Period, such deferred Compensation will be paid out in a lump sum
or, if so elected, in a specified number of annual installments not to exceed
five years. Payment(s) will commence, or be made in a lump sum, no earlier than
January 15 of the year first following the five-year anniversary of the
applicable election date. For example, if during 2002 a Participant elects the
Deferral Period (i.e., 5 years) for Compensation deferred in 2003, the
payment(s) shall be made/commence on or about January 15, 2008.
"Deferred Stock Unit" - a credit to a Participant's Account under
Section 6(c) that represents the right to receive a cash payment equal to the
Fair Market Value of one Share on settlement of the Account.
"Effective Date" - December 19, 2002, the date the Plan was adopted.
"Fair Market Value" - for any date, the average of the high and low
sales prices for Shares of the Corporation's Common Stock, as reported by the
New York Stock Exchange or such other relevant exchange on which the
Corporation's Common Stock is traded.
"Nonemployee Director" - a member of the Board who is not also an
employee of the Corporation and/or an employee of any affiliate of the
Corporation.
"Participant" - each Nonemployee Director who elects to defer 100%
or 50% of his or her Compensation under this Plan.
"Plan" - MFA Mortgage Investments, Inc. 2003 Nonemployee Directors'
Deferred Compensation Plan, as it may be amended from time to time.
"Share" - a share of Common Stock of the Corporation.
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4. Administration
Subject to the oversight of the Board, the Administrator shall have
authority to administer the Plan, including conclusive authority to construe and
interpret the Plan, to establish rules, policies, procedures, forms and notices
for use in carrying out the Plan, and to make all other determinations necessary
or desirable for administration of the Plan. The Administrator may delegate some
or all of its functions to another person(s) as it may deem appropriate.
5. Election to Defer Compensation
(a) Amount of Deferral. A Nonemployee Director may elect to defer receipt
of 50% or 100% of such Nonemployee Director's Compensation otherwise thereafter
payable to such Nonemployee Director.
(b) Manner of Electing Deferral. An election to defer Compensation shall
be made by each Participant by giving written notice to the Administrator in the
form approved by the Administrator. Such notice shall address, without
limitation:
(1) the percentage of Compensation for the next calendar year to be
deferred;
(2) if applicable, an election for the Account to be settled
following a five-year Deferral Period; and
(3) an election for the Account to be settled in either a lump-sum
payment or in a specified number of annual installments (not to exceed five).
(c) Time of Election; Effectiveness; Change of Election.
(1) An initial election to make a deferral shall be made within 30
days of the time a Participant first becomes eligible to participate in the
Plan. All other deferral elections shall be made annually by a Nonemployee
Director, prior to the right to receive Compensation, such that elections must
be made on or prior to December 31 of the year prior to the year for which the
annual Compensation is otherwise earned and payable.
(2) An election shall continue in effect until the end of the
calendar year for which an election to participate in the Plan was made.
(3) A Nonemployee Director may change a deferral election annually
by making different elections in the Annual Participant Election Form provided
by the Administrator; all such changes shall only be effective prospectively for
subsequent calendar years commencing at or after the time of such notice.
6. Deferred Compensation Account
(a) Establishment of Account. The Corporation will maintain Account(s) for
each Participant for each year in which they elect to participate in the Plan,
which will reflect the Compensation deferred by such Participant for a given
calendar year. Accounts under this Plan shall be unfunded and shall represent
only an unsecured claim against the general assets of the Corporation.
(b) Deferred Stock Units. In any given calendar year, a Participant may
elect to defer either 100% or 50% of the Compensation earned by such Participant
in the form of Deferred Stock Units. The number of Deferred Stock Units credited
to the Participant's Account, at the time such Compensation would otherwise have
been payable absent the election to defer, will be equal to (i) the otherwise
payable amount divided by (ii) the Fair Market Value of a Share on the last
trading day preceding the credit date. In addition, on each date on which a cash
dividend is payable on the Shares, the Participant's Account shall be credited
with a number of Deferred Stock Units equal to (i) the per Share cash dividend
times the number of Deferred Stock Units then credited to the Account, divided
by (ii) the Fair Market Value of a Share on the last trading day preceding the
dividend payment date. Accounts shall be credited with fractional Deferred Stock
Units, rounded to the third decimal place.
70
(c) Adjustments. In case of a stock split, stock dividend, or other
relevant change in capitalization of the Corporation, the number of Deferred
Stock Units credited to a Participant's Account shall be adjusted in such manner
as the Administrator deems appropriate.
7. Valuation
The value of an Account as of any date on which a settlement payment is to
be made under Section 8 shall be the amount equal to the number of Deferred
Stock Units then credited to the Participant's Account times the Fair Market
Value of a Share on the last trading day preceding the payment date.
8. Settlement
(a) An Account shall be distributed or commence distribution to a
Participant on the earlier of (i) the year first following the year in which
service as a Nonemployee Director terminates or (ii) with respect to any
particular Account, the year first following the year in which the five-year
Deferral Period elected by such Participant for such Account expires.
Notwithstanding the foregoing, no payments may commence with respect to any
Account any later than the year first following the Participant's 72nd birthday,
or such other date as may be approved by the Administrator. To the extent that
an Account is to be distributed to a Participant in accordance with this Section
8, such distribution shall occur on or about, but no earlier than, January 15 of
the applicable distribution year.
(b) Lump Sum. If a Participant elects lump sum settlement, an amount of
cash equal to the value of the Account determined in accordance with Section 7
shall be paid to the Participant in accordance with Section 8(a).
(c) Installment Payments. If a Participant elects settlement in
installments, an amount of cash determined as hereafter provided shall be paid
to the Participant in accordance with Section 8(a) in each year of the
installment payment period elected. The amount of each installment shall be
equal to (i) the value of the Account as of the payment date for such
installment, determined in accordance with Section 7, divided by (ii) the number
of unpaid installments. Each installment payment shall be debited to the
Deferred Stock Units in a Participant's Account.
(d) Payment on Death. Notwithstanding a Participant's settlement election,
in the event of a Participant's death an amount of cash equal to the remaining
value of the Account determined as provided in Section 7 shall be paid in a
single payment to the Participant's estate as soon as practicable.
(e) No early withdrawal. No withdrawal may be made from a Participant's
Account except as provided in this Section 8.
(f) Cash settlement only. Settlement of an Account under this Plan shall
be made only in cash, via wire transfer or check in U.S. dollars.
9. Non-Assignability
The right of a Participant to receive any unpaid portion of the
Participant's Account may not be assigned or transferred except by will or the
laws of descent and distribution, and may not be pledged or encumbered or be
subject to attachment, execution, or levy of any kind.
10. Amendment and Termination
This Plan may be amended, modified or terminated by the Board at any time,
provided that no such amendment, modification or termination shall, without the
consent of a Participant, adversely affect such Participant's rights with
respect to amounts accrued in the Participant's Account.
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11. Governing Law
This Plan and all actions taken under it shall be governed by the laws of
the State of New York, without reference to conflict of law principles.
12. Severability
If any provision of this Plan shall be deemed illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining provisions
of the Plan but shall be fully severable.
13. Compliance
The Administrator is authorized to take such steps as may be necessary
including, without limitation, delaying effectiveness of a Participant's
election or delaying settlement of an Account, in order to ensure that this Plan
and all actions taken under it comply with any law, regulation, or listing
requirement which the Administrator deems applicable or desirable, including the
exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.
14. Withholding
If the Corporation concludes that any tax is owing with respect to any
deferral of income or payment hereunder, the Corporation shall withhold such
amounts from any payments due the Participant, or otherwise make appropriate
arrangements with the Participant for satisfaction of such obligation.
72
MFA MORTGAGE INVESTMENTS, INC.
2003 NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
ANNUAL PARTICIPANT ELECTION FORM FOR 2003 DEFERRALS
In accordance with the provisions of the MFA Mortgage Investments, Inc.
2003 Nonemployee Directors' Deferred Compensation Plan (the "Plan"), I hereby
make the following elections pursuant to the Plan:
1. AMOUNT OF COMPENSATION DEFERRAL - I hereby elect to defer the annual
Compensation otherwise earned and payable in to me in 2003 by the Corporation as
follows: (Check one if participating in Plan)
I elect to defer ____ 50% or ____100% of the aggregate value of the
annual retainer payable to a Nonemployee Director for service on the Board of
the Corporation.
2. DEFERRAL PERIOD - I hereby elect the five-year Deferral Period for
Compensation earned during 2003, such that payment will be deferred until on or
about January 15, 2008. _____ Yes _____ No
3. SETTLEMENT (Check one):
_______ I elect to the following installment payment period: ______
(indicate between one and five years)
OR
_______ I elect a lump sum distribution.
This election is subject to all of the terms of the MFA Mortgage
Investments, Inc. 2003 Nonemployee Directors' Deferred Compensation Plan
attached hereto and on file with the records of the Corporation. Unless
otherwise defined, all defined terms used herein shall have the meanings
ascribed to them in the Plan.
Dated:
------------ -----------------------------------------
Signature of Director
********************************************************************************
Please check below if you do not wish to participate in the Plan and sign below.
_____ I do not wish to participate in the Plan.
Dated:
------------ -----------------------------------------
Signature of Director
********************************************************************************
Accepted on the ___ day of ___________, 2002
on behalf of MFA Mortgage Investments, Inc.
By:
-----------------------------------------
FEDERAL TAX ASPECTS
The following discussion is a general description of expected federal income tax
results under current law. The information is not tax advice, it is intended to
be for general guidance only and does not give a full description of all the tax
issues which may apply to you. You should also remember that tax laws may change
from time to time. You should consult your own tax advisors regarding the impact
of the Plan, and your election thereunder, with respect to any federal, state,
local or other taxes.
The Plan is intended to be a non-qualified deferred compensation plan
under the provisions of the Internal Revenue Code. At the time a Participant's
deferral of compensation is made, it is intended that such Participant will not
recognize income for federal income tax purposes. In addition, Deferred Stock
Units credited pursuant to Section 6(b) of the Plan are not intended to be
treated as income at the time they are credited to the Participant accounts.
73
Participants will recognize ordinary income at the time the Participant
deferrals, together with the earnings credited to these amounts, are actually
paid out or made available to the Participants. The amount of such ordinary
income will equal the amount of cash received.
The Plan is not intended to be a tax-qualified plan under Section 401 (a)
of the Internal Revenue Code and is not intended to be subject to ERISA. The
Corporation has not received any ruling from the Internal Revenue Service
concerning the tax consequences of the Plan.
74