exv10w1



 





Exhibit 10.1




E. I. DU PONT DE NEMOURS AND COMPANY

STOCK ACCUMULATION AND DEFERRED

COMPENSATION PLAN FOR DIRECTORS

(As last amended, April 25, 2007)





	1.	 	PURPOSE OF THE PLAN
	 
	 	 	The purpose of the DuPont Stock Accumulation and Deferred Compensation
Plan for Directors (the “Plan”) is to permit Directors to defer the
payment of all or a specified part of their compensation for services
performed as Directors.
	 
	2.	 	ELIGIBILITY
	 
	 	 	Members of the Board of Directors of the Company who are not employees
of the Company or any of its subsidiaries or affiliates shall be
eligible under this Plan to defer compensation for services performed
as Directors.
	 
	3.	 	ADMINISTRATIONS AND AMENDMENT
	 
	 	 	The Plan shall be administered by the Compensation Committee of the
Board of Directors (the “Committee”). The decision of the Committee
with respect to any questions arising as to the interpretation of this
Plan, including the severability of any and all of the provisions
thereof, shall be final, conclusive and binding. The Board of
Directors of the Company reserves the right to modify the Plan from
time to time, or to repeal the Plan entirely, provided, however, that
(1) no modification of the Plan shall operate to annul an election
already in effect for the current calendar year or any preceding
calendar year; and (2) that the foregoing shall not preclude any
amendment necessary or desirable to conform to changes in applicable
law, including, but not limited to, changes in the Internal Revenue
Code.
	 
	 	 	The Committee is authorized, subject to the provisions of the Plan,
from time to time to establish such rules and regulations as it deems
appropriate for the proper administration of the Plan, and to make
such determinations and take such steps in connection therewith as it
deems necessary or advisable.
	 
	4.	 	COMPLIANCE WITH SECTION 16 OF THE EXCHANGE ACT / CHANGE IN LAW
	 
	 	 	It is the Company’s intent that the Plan comply in all respects with
Rule 16b-3 of the Exchange Act, or its successor, and any regulations
promulgated thereunder. If any provision of this Plan is found not to
be in compliance with such rule and regulations, the provision shall
be deemed null and void, and the remaining provisions of the Plan
shall continue in full force and effect. All transactions under this
Plan shall be executed in accordance with the requirements of Section
16 of the Exchange Act and the regulations promulgated thereunder.
	 
	 	 	The Board of Directors may, in its sole discretion, modify the terms
and conditions of this Plan in response to and consistent with any
changes in applicable law, rule or regulation.
	 
	5.	 	ELECTION TO DEFER AND FORM OF PAYMENT
	 
	 	 	On or before December 31 of any year, a Director may elect to defer,
until a specified year or retirement as a Director of the Company, the
payment of all or a specified part of all fees payable to the Director
for services as a Director during the calendar year following the
election in the form of cash or stock units. Restricted stock units
payable in cash may be deferred only in the form of cash. In
addition, as part of such election, a Director shall elect the form of
payment (lump sum or annual installments). Any person who shall
become a Director during any calendar year, and who was not a Director
of the Company





 









 






	 	 	on the preceding December 31, may elect, within thirty
days after election to the Board, to defer in the same manner the
receipt of the payment of all or a specified part of fees not yet
earned for the remainder of that calendar year in the form of cash or
stock units. Elections shall be made by written notice delivered to
the Secretary of the Committee. All such elections as to deferral and
form of payment are irrevocable.
	 
	6.	 	DIRECTORS’ ACCOUNTS
	 
	 	 	Fees deferred in the form of cash shall be held in the general funds
of the Company and shall be credited to an account in the name of the
Director. Deferred cash will bear interest at a rate corresponding to
the average yield on the Prime Rate of Morgan Guarantee Trust Company
of New York for the fourth and fifth months preceding the beginning
of the quarter (or at such other rate as may be specified by the
Committee from time to time). Interest will be compounded quarterly
and will also be deferred. If the rate changes, the new rate will
apply to all deferred cash amounts beginning with the following
quarter. Fees deferred in the form of stock units shall be allocated
to each Director’s account based on the closing price of the Company’s
common stock as reported on the Composite Tape of the New York Stock
Exchange (“Stock Price”) on the date the fees would otherwise have
been paid. The Company shall not be required to reserve or otherwise
set aside shares of common stock for the payment of its obligations
hereunder, but shall make available as and when required a sufficient
number of shares of common stock to meet the needs of the Plan. An
amount equal to any cash dividends (or the fair market value of
dividends paid in property other than dividends payable in common
stock of the Company) payable on the number of shares represented by
the number of stock units in each Director’s account will be allocated
to each Director’s account in the form of stock units based upon the
Stock Price on the dividend payment date. Any stock dividends payable
on such number of shares will be allocated in the form of stock units.
If adjustments are made to outstanding shares of common stock as a
result of split-ups, recapitalizations, mergers, consolidations and
the like, an appropriate adjustment shall also be made in the number
of stock units in a Director’s account. Stock units shall not entitle
any person to rights of a stockholder unless and until shares of
Company common stock have been issued to that person with respect to
stock units as provided in Article 7.
	 
	7.	 	PAYMENT FROM DIRECTORS’ ACCOUNTS
	 
	 	 	The aggregate amount of deferred fees, together with interest and
dividend equivalents accrued thereon, shall be paid in accordance with
the deferral and form of payment election made by the Director under
paragraph 5. Amounts deferred to a specified year shall only be paid
in a lump sum and shall be paid promptly at the beginning of that
specified year. Amounts deferred to retirement payable in a lump sum
shall be paid, promptly at the beginning of the calendar year
following a Director’s retirement. Installment payments with respect
to amounts deferred to retirement shall be paid promptly at the
beginning of the calendar year after a Director’s retirement and
promptly after the beginning of each succeeding calendar year until
the entire amount credited to the Director’s account shall have been
paid. With respect to directors fees, amounts credited to a Director’s
account in cash shall be paid in cash and amounts credited in stock
units shall be paid in one share of common stock of the Company for
each stock unit, except that a cash payment will be made with any
final installment for any fraction of a stock unit remaining in the
Director’s account. Such fractional share shall be valued at the
closing Stock Price on the date of settlement. Restricted stock units
payable in cash, and the dividend equivalents associated with such
deferred units, shall be paid in cash, each unit to equal the value of
one share of DuPont common stock based on the average of the high and
low prices of DuPont common stock as reported on the Composite Tape of
the New York Stock Exchange as of the effective date of payment.





 









 






	8.	 	PAYMENT IN EVENT OF DEATH
	 
	 	 	A Director may file with the Secretary of the Committee a written
designation of a beneficiary for his or her account under the Plan on
such form as may be prescribed by the Committee, and may, from time to
time, amend or revoke such designation. If a Director should die
before all deferred amounts credited to the Director’s account have
been distributed, the balance of any deferred fees and interest and
dividend equivalents then in the Director’s account shall be paid
promptly to the Director’s designated beneficiary. If the Director did
not designate a beneficiary, or in the event that the beneficiary
designated by the Director shall have predeceased the Director, the
balance in the Director’s account shall be paid promptly to the
Director’s estate.
	 
	9.	 	NONASSIGNABILITY
	 
	 	 	During a Director’s lifetime, the right to any deferred fees,
including interest and dividend equivalents thereon, shall not be
transferable or assignable, except as may otherwise be provided in
rules established by the Committee.
	 
	10.	 	GOVERNING LAW
	 
	 	 	The validity and construction of the Plan shall be governed by the
laws of the State of Delaware.
	 
	11.	 	EFFECTIVE DATE
	 
	 	 	This Plan, as amended, shall become effective as of April 25, 2007,
and shall continue in full force and effect until amended or
terminated by the Board of Directors.