exv10w4



 






Exhibit 10.4




AMERICAN COMMERCIAL LINES INC.

RESTRICTED STOCK UNIT DEFERRAL PLAN




ARTICLE I

Purposes




          The purpose of this Restricted Stock Unit Deferral Plan is to provide certain officers and
directors of American Commercial Lines Inc. (the “Company”) or any of its subsidiaries the
opportunity to defer the receipt of shares of Common Stock otherwise issued upon the vesting of
Restricted Stock Units granted to such officers and directors under the American Commercial Lines
Inc. 2005 Stock Incentive Plan, the American Commercial Lines Inc. Equity Award Plan for Employees,
Officers and Directors or any other equity compensation plan adopted by the Company. All
capitalized terms used in the Plan shall have the meanings set forth in Article II.




ARTICLE II

Definitions




          “Board” means the Board of Directors of the Company.




          “Code” means the Internal Revenue Code of 1986, as amended.




          “Common Stock” means the common stock of the Company, par value $0.01.




          “Company” means American Commercial Lines Inc., a Delaware corporation.




          “Deferral Account” means a bookkeeping account in the name of a Participant maintained
pursuant to Article VI.




          “Deferral Election” means an election by an eligible officer or director, in accordance with
Article V, to defer the receipt of shares of Common Stock otherwise issued to such officer or
director upon the vesting of Restricted Stock Units held by such officer or director.




          “Deferred Stock Unit” means a bookkeeping unit credited to a Participant’s Deferral Account
having a value equal to one share of Common Stock.




          “Effective
Date” means January 16, 2006.




          “Participant” means an eligible officer or director who makes a Deferral Election under the
Plan.




          “Payment Date” shall have the meaning set forth in Section 7.1.




          “Plan” means this Restricted Stock Unit Deferral Plan.




 









 








          “Restricted Stock Units” means restricted stock units granted by the Company under an approved
equity compensation plan, each of which represents a right to receive a share of Common Stock upon
the satisfaction of applicable vesting conditions.




          “Termination Date” means the date on which a Participant ceases service as an employee or
director of the Company or any of its subsidiaries.




          “Trust” shall have the meaning in Article IX.




ARTICLE III

Administration




          The Plan shall be administered by the Board. The Board shall interpret the Plan and the
application thereof, and establish rules and regulations it deems necessary or desirable for the
administration of the Plan. All such interpretations, rules and regulations shall be final,
binding and conclusive. The Board may delegate administrative duties under the Plan to one or
more officers, employees or agents of the Company, as it shall deem necessary or advisable.




ARTICLE IV

Eligibility




          Each member of the Board and each officer of the Company or any of its subsidiaries who is
assigned to Grade Level 15 or above may elect to participate in the Plan by submitting a Deferral
Election in accordance with Article V.




ARTICLE V

Deferral of Awards




          Not later than the earlier to occur of (i) 30 days after the date on which a Restricted Stock
Unit award is granted to a Participant and (ii) 12 months prior to the first date on which any of
the Restricted Stock Units subject to such award are scheduled to vest, such Participant may elect,
in the form and manner prescribed by the Company, to defer the receipt of the shares of Common
Stock subject to such award to a date subsequent to the date on which such Restricted Stock Units
become vested. A separate election must be submitted with respect to each Restricted Stock Unit
award granted to such Participant.




ARTICLE VI

Deferral Accounts




          Section 6.1. Deferral Account. A Deferral Account shall be established and maintained
by the Company on behalf of each Participant who submits a Deferral Election in accordance with
Article V. Upon the vesting of each Restricted Stock Unit that is subject to a Participant’s
Deferral Election, such Participant’s Deferral Account shall be credited with a fully vested and
nonforfeitable Deferred Stock Unit. To the extent that Restricted Stock Units held by a
Participant are forfeited, any Deferral Election with respect to such Restricted Stock Units shall
terminate and have no effect, and no Deferred Stock Units shall be credited to the Participant’s
Deferral Account. If the Company shall pay a dividend on shares of Common Stock that are issued
and outstanding, an amount equal to the amount of the dividend payable on each share of




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Common
Stock multiplied by the number of Deferred Stock Units credited to each Participant’s Deferral
Account as of the record date for such dividend shall be credited to such Participant’s Deferral
Account and be deemed invested in additional whole or partial Deferred Stock Units.




ARTICLE VII

Payment of Deferred Share Units




          Section 7.1. Time of Payment. In the Deferral Election submitted by a Participant
with respect to a Restricted Stock Unit award, the Participant shall elect the time at which the
Deferred Stock Units relating to such Restricted Stock Units shall be paid or commence (the
“Payment Date”). The Payment Date may be either a specified date occurring after the date on which
the Restricted Stock Units are scheduled to vest or the Participant’s Termination Date. The
payment shall be made or commence as soon as practicable after the Payment Date elected by the
Participant; provided that if Participant has elected his or her Termination Date as the Payment
Date, such payment shall be made or begin as soon as practicable after the six-month anniversary of
the Participant’s Termination Date.




          Section 7.2. Method of Payment. In the Deferral Election submitted by a Participant
with respect to a Restricted Stock Unit award, the Participant shall elect whether the Deferred
Stock Units relating to such Restricted Stock Units shall be paid in a single lump sum or in annual
installments over a period of up to 10 years.




          Section 7.3. Change in Payment Election. A Participant may elect to change the time
or method of payment of Deferred Stock Units credited to such Participant’s Deferral Account in
accordance with procedures prescribed by the Company; provided that such subsequent election shall
not be effective unless it (i) is received by the Company at least 12 months prior to the
previously scheduled Payment Date, (ii) does not take effect for at least 12 months after such
subsequent election is submitted and (iii) extends the Payment Date by at least five years.




          Section 7.4. Form of Payment. The payment with respect to Deferred Stock Units shall
be in whole shares of Common Stock, and any fractional shares shall be paid in cash.




ARTICLE VIII

Payment Upon Death of a Participant




          Section 8.1. Payment to Beneficiary. In the event a Participant dies before all
Deferred Stock Units credited to his or her Deferral Account have been paid, payment of the
remainder of the Participant’s Deferral Account shall be paid or shall commence to the
Participant’s beneficiary in a single lump sum payment as soon as administratively practicable
after the date of the Participant’s death.




          Section 8.2. Designation of Beneficiary. Each Participant may file with the Company a
written designation of one or more persons as such Participant’s beneficiary or beneficiaries (both
primary and contingent) in the event of the Participant’s death. Each beneficiary designation
shall become effective only when filed in writing with the Company during the Participant’s
lifetime on a form prescribed by the Company. The filing with the Company of a new beneficiary
designation shall cancel all previously filed beneficiary






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designations. If a Participant fails to
designate a beneficiary, or if all designated beneficiaries of a Participant predecease the
Participant, then the Deferral Account shall be paid to the Participant’s estate.




ARTICLE IX

Trust




          The Company shall not be required to fund, or otherwise segregate assets to be used for
payment of Deferred Stock Units pursuant to the Plan. Notwithstanding the foregoing, the Company,
in the discretion of the Board, may maintain a grantor trust (a “Trust”) to hold assets to be used
for payment of such Deferred Stock Units. The assets of the Trust shall remain the assets of the
Company subject to the claims of its general creditors. Any payments by a Trust of benefits
provided to a Participant shall be considered payment by the Company and shall discharge the
Company of any further liability for delivery of such Deferred Stock Units.




ARTICLE X

General




          Section 10.1. Relationship to Stock Plan. Restricted Stock Unit awards, including any
such awards that are deferred hereunder, shall be subject to the terms and conditions of the stock
plan under which such awards are granted, and the applicable award agreement thereunder.




          Section 10.2. Tax Withholding. As a condition precedent to the receipt of any shares
of Common Stock or other payment pursuant to the Plan, the Participant shall pay to the Company, at
such times as the Company shall determine, such amounts as the Company shall deem necessary to
satisfy any withholding taxes due on income that the Participant recognizes as a result of the
payment of the Deferred Share Units. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company, its affiliates and subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Participant.




          Section 10.3. Effective Date; Termination. This Plan shall be effective as of the
Effective Date. The Board may terminate this Plan at any time. Termination of this Plan shall not
affect the payment of any amounts credited to a Participant’s Deferral Account.




          Section 10.4. Amendments. The Board may amend this Plan as it shall deem advisable,
subject to any requirements of applicable law, rule or regulation. No amendment may impair the
rights of a Participant to payment of his or her Deferral Account without the consent of such
Participant.




          Section 10.5. Non-Transferability of Benefits. No benefit payable at any time under
the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge,
attachment, or other legal process, or encumbrance of any kind. Any attempt to alienate, sell,
transfer, assign, pledge or otherwise encumber any such benefits, whether currently or thereafter
payable, shall be void. No person shall, in any manner, be liable for or subject to the debts or
liabilities of any person entitled to such benefits. If any person shall attempt to, or shall
alienate, sell, transfer, assign, pledge or otherwise encumber his or her benefits under the Plan,
or if by




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any reason of his or her bankruptcy or other event happening at any time, such benefits
would devolve upon any other person or would not be enjoyed by the person entitled thereto under
the Plan, then the Board, in its discretion, may terminate the interest in any such benefits of the
person entitled thereto under the Plan and hold or apply them for or to the benefit of such person
entitled thereto under the Plan or his or her spouse, children or other dependents, or any of them,
in such manner as the Board may deem proper.




          Section 10.6. Adjustment. In the event of any stock split, stock dividend,
recapitalization, reorganization, merger, consolidation, combination, exchange of shares,
liquidation, spin-off or other similar change in capitalization or event, or any distribution to
holders of Common Stock other than a regular cash dividend, the number of Deferred Stock Units
credited to each Deferral Account under the Plan and the securities with respect to which Deferred
Stock Units relate may be appropriately adjusted by the Board. The decision of the Board regarding
any such adjustment shall be final, binding and conclusive.




          Section 10.7. Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of
the Deferred Stock Units in the Deferral Account of a Participant that are not payable because of
the Board’s inability, after a reasonable search, to locate a Participant or his or her
beneficiary, as applicable, within a period of two (2) years after the Payment Date upon which the
payment of any benefits becomes due. Unclaimed amounts shall be forfeited at the end of such
two-year period. These forfeitures will reduce the obligations of the Company under the Plan and
the Participant or beneficiary, as applicable, shall have no further right to his or her Deferral
Account.




          Section 10.8. Compliance With Section 409A of Code. This Plan is intended to comply
with the provisions of section 409A of the Code, and shall be interpreted and construed
accordingly.




          Section 10.9. Governing Law. This Plan and all determinations made and actions taken
pursuant thereto shall be governed by the laws of the State of Delaware and construed in accordance
therewith without giving effect to principles of conflicts of laws.





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