Exhibit 10(d)


 


AMENDED AND RESTATED

PACCAR INC

RESTRICTED STOCK AND DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS 

(Effective as of January 1, 2009)


 


1.  PURPOSE OF THE PLAN


 


The
Company has established this Plan to provide Non-Employee Directors with
financial incentives to promote the success of the Company’s long-term business
objectives, and to encourage qualified persons to accept nominations as a
Non-Employee Director. The Plan is unfunded and benefits are payable in the
form of shares of PACCAR Common Stock or cash. The Plan was last amended and
restated in December 2007.


 


The
Company hereby amends and restates the Plan effective as of  January 1, 2009.  The deferral feature of the Plan is intended
to satisfy the requirements of section 409A of the Internal Revenue Code of
1986, as amended (“the Code”), with respect to compensation deferred after December 31,
2004 (and subsequent earnings thereon). The balance in the Deferred Accounts as
of December 31, 2004 (and subsequent earning thereon) shall be governed by
the distribution rules in effect on December 31, 2004.


 


2.  DEFINITIONS


 


(a)  “Board of
Directors” means the Board of Directors of PACCAR Inc.


 


(b)  “Committee”
means the Nominating and Governance Committee of the Board of Directors or any
successor to such committee.


 


(c)  “Common Stock” means common
shares of PACCAR Inc with $1.00 par value and any class of common shares into
which such common shares hereafter may be converted.


 


(d)  “Company”
means PACCAR Inc, a Delaware corporation.


 


(e)  “Deferred
Accounts” means either the unfunded Stock Unit Account or Income Account
maintained by the Company into which a Non-Employee Director may defer payment
of his or her cash compensation (retainer and fees) or elect to receive a
credit to the Stock Unit Account in lieu of a grant of Restricted Stock for
service as a Company director. The Company also shall establish subaccounts
under a Non-Employee Director’s Deferred Accounts in order to separately
account for the amounts in such Deferred Accounts that are, and that are not,
subject to section 409A of the Code.


 


(f)  “Fair
Market Value” means the closing price of the Common Stock on NASDAQ
reported for the date specified for determining such value.


 


(g)  “Grant
Date” means the date that Non-Employee Directors receive a grant of
Restricted Stock.


 


(h)  “Grantee”
means the Non-Employee Director receiving the Restricted Stock or his legal
representative, legatees, distributees, alternate payees, or trustees as the
case may be.


 


(i)  “Mandatory
Retirement” means retirement as a Non-Employee Director at age seventy-two
(72) or at such other age as may be specified in the bylaws for the Board of
Directors in effect at the time of a Non-Employee Director’s Termination.


 


(j)  “Non-Employee
Director” means a member of the Company’s Board of Directors who is not a
current employee of the Company.


 


(k)  “Plan”
means this PACCAR Inc Restricted Stock and Deferred Compensation Plan for
Non-Employee Directors as it may be amended from time to time, or any successor
plan that the Committee or Board of Directors may adopt from time to time with
respect to the grant of Director Restricted Stock or other stock-based grants.


 


(l)  “Restricted
Stock” means Common Stock that may not be sold, transferred, or otherwise
disposed of by the Grantee except under such circumstances as may be specified
by the Committee.


 


(m)  “Termination”
means a “separation from service” within the meaning of section 409A of the
Code.


 


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3.  PARTICIPATION


 


Each
Non-Employee Director of the Company shall be eligible to participate in the
Plan during his tenure as a Director.


 


4.  GRANTS OF
RESTRICTED STOCK


 


(a)          Except as set forth in Section 7, on the first business day of
each calendar year for the duration of the Plan (the Grant Date), each person
who is a Non-Employee Director shall receive a grant of Restricted Stock in an
amount equal to the number of shares of Common Stock that the “Base Amount”
could have purchased at the Fair Market Value on such Grant Date (rounded up to
the nearest whole share). The “Base Amount” shall be $90,000 as of January 1,
2006. The Board of Directors, in its sole discretion, may adjust the Base
Amount for any Grant Date; provided, that the adjusted Base Amount is established
no later than the December 31 immediately prior to the Grant Date on which
such Base Amount shall be effective.


 


(b)         Shares of Restricted Stock shall vest in full and become unrestricted
on the third anniversary of the applicable Grant Date subject to the provisions
of Section 10. Shares of Restricted Stock may not be sold, transferred or
otherwise disposed of by a Grantee until such shares become unrestricted in
accordance with the provisions of this Section 4(b).


 


(c)          Each Restricted Stock grant shall be evidenced by a written Restricted
Stock Grant Agreement that shall be executed by the Grantee and an authorized
Company representative which shall indicate the date of the Restricted Stock
award, the number of shares of Common Stock awarded, and contain such terms and
conditions as the Committee shall determine with respect to such Restricted
Stock grant consistent with the Plan.


 


(d)         Except as set forth in Section 7, a PACCAR Non-Employee Director
first elected to the Board of Directors during a calendar year is entitled to a
pro-rated grant of Restricted Stock. The pro-rated grant of Restricted Stock
shall be calculated as follows: the number of shares of Common Stock that the
Base Amount could have purchased at the Fair Market Value on the first business
day the Non-Employee Director’s Board service becomes effective (the “Grant
Date”) (rounded up to the nearest whole share) pro-rated to reflect the number
of calendar quarters such Non-Employee Director will serve on the Board of
Directors during the calendar year in which such Non-Employee Director is first
elected.


 


5.              SHARES OF COMMON STOCK SUBJECT TO
THE PLAN


 


There
shall be reserved for use under the Plan (subject to the provisions of Section 8
hereof) a total of 1,096,875 shares of Common Stock, which shares may be
authorized but unissued shares of Common Stock, treasury shares, or issued
shares of Common Stock that shall have been reacquired by the Company.


 


6.              DIVIDEND, VOTING, AND OTHER
SHAREHOLDER RIGHTS


 


Except
as otherwise provided in the Plan, each Grantee shall have all of the rights of
a shareholder of the Company with respect to all outstanding shares of
Restricted Stock registered in his name, including the right to receive
dividends and other distributions paid or made with respect to such shares and
the right to vote such shares.


 


7.              DEFERRAL OF COMPENSATION


 


A
Non-Employee Director may elect, on or before December 31 of any year, to
defer at least 25% of the cash compensation to be paid to the Non-Employee
Director for services as a Company director during the following calendar year
and/or elect to receive a credit to the Stock Unit Account in lieu of the grant
of Restricted Stock described in Section 4(a). Before the term of a new
Non-Employee Director begins, he may elect within thirty (30) days of first
becoming eligible to participate in the Plan to defer payment of the cash
compensation earned for the remainder of the calendar year in which his term
begins and/or elect to receive a credit to the Stock Unit Account in lieu of the
grant of Restricted Stock described in Section 4(d). Any credit to the
Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or
4(d) shall be for the same number of shares of Common Stock and have the
same restrictions and vesting provisions otherwise applicable to the grant of
Restricted Stock. Such credit to the Stock Unit Account shall be evidenced by a
written Deferred Restricted Stock Unit Grant Agreement that shall be executed
by the Non-Employee Director and an authorized Company representative which
shall indicate the date of the Deferred Restricted Stock Unit award, the number
of units awarded, and contain such terms and conditions as the Committee shall
determine with respect to such Deferred Restricted Stock Unit grant consistent
with the Plan.


 


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Each
participating Non-Employee Director may elect to have all or a portion of his
cash compensation placed into one or both of two unfunded accounts maintained
by the Company (hereafter Deferred Accounts). At the time a Non-Employee
Director makes a deferral election, such Non-Employee Director shall specify
the time and manner in which the Deferred Accounts shall be paid, using the
deferral election forms prescribed by the Committee. Payment of the Deferred
Accounts may be made (i) at the time of the Non-Employee Director’s
Termination or (ii) based on a specific date after the Non-Employee
Director’s Termination (including the date the Non-Employee Director attains a
specified age). The Non-Employee Director’s deferral election form also must
specify the allocation and investment of the deferred compensation between the
Stock Unit Account and the Income Account. If a Non-Employee Director fails to
specify the allocation and investment of the deferred compensation, then it
shall be allocated and invested in the Income Account. Amounts deferred into
the Stock Unit Account or the Income Account may not be transferred to the
other deferred account. Notwithstanding the foregoing, if a Non-Employee
Director elects to receive a credit to the Stock Unit Account in lieu of the
grant of Restricted Stock described in Section 4(a) or 4(d), such
credit may not be allocated to the Income Account.


 


(a)          Stock Unit Account. In the case of cash deferrals, the account will be
credited with the number of shares of Common Stock that the amount deferred
could have purchased at the Fair Market Value on the date the Non-Employee
Director’s cash compensation is payable. In the case of a credit to the Stock
Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or
4(d), the account will be credited with the number of shares of Common Stock
otherwise applicable to the grant of Restricted Stock subject to the same
vesting conditions otherwise applicable to such Restricted Stock. Thereafter,
any dividends earned will be treated as if those dividends had been invested in
additional shares of Common Stock at the Fair Market Value on the date the
dividend is payable. Vested amounts credited to the Stock Unit Account shall be
distributed in shares of Common Stock either in a single payment or in
substantially equal annual installments (over a period not to exceed
15 years), as specified by the Non-Employee Director on the deferral
election form. Any fractional shares will be paid in cash. If a Non-Employee
Director fails to specify the manner in which the Stock Unit Account shall be
distributed, then it shall be distributed in a single payment.


 


(b)         Income Account. The account will be credited with the amount deferred,
and interest shall begin to accrue, as of the date the Non-Employee Director’s
cash compensation is payable. Interest is credited at a rate equal to the
simple combined average of the monthly Aa Industrial Bond yield averages for
the immediately preceding calendar quarter as reported in Moody’s Bond Record.
Interest is compounded quarterly. Amounts credited to the Income Account shall
be distributed either in a single payment or in substantially equal quarterly,
semi-annual or annual installments (over a period not to exceed 15 years),
as specified by the Non-Employee Director on the deferral election form. If a
Non-Employee Director fails to specify the manner in which the Income Account
shall be distributed, then it shall be distributed in a single payment.


 


Unless
otherwise required by applicable law, the deferral election a Non-Employee
Director makes under the Plan shall remain in effect from year-to-year. A
Non-Employee Director may, however, increase or decrease the amount being
deferred in the future by making a new deferral election no later than the December 31
immediately preceding the calendar in which the new election is to be
effective. The amounts deferred under the new deferral election shall be
distributed at the time specified in the prior deferral election and the
amounts deferred under the new deferral election will be allocated in
accordance with the prior deferral election, unless the Non-Employee Director
specifies otherwise.


 


A
Non-Employee Director may change the time and manner in which the Deferred
Accounts shall be distributed; provided that (i) the new deferral election
will become effective 12 months from the date it is made and (ii) the
new deferral election specifies a distribution date that is at least five (5) years
later than the prior distribution date. Notwithstanding the foregoing, a change
in the time and/or manner of distribution of the Deferred Accounts shall not
accelerate the distribution date of the Deferred Accounts, except as allowed by
section 409A of the Code and the Treasury regulations promulgated thereunder.


 


8.              ADJUSTMENTS TO THE NUMBER OR
VALUE OF SHARES OF COMMON STOCK


 


If
there are any changes in the number or value of shares of Common Stock by
reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations, or other events that increases or
decreases the number or value of issued and outstanding shares of Common Stock,
then proportionate adjustments shall be made to the number of shares of Common
Stock (i) available for issuance under the Plan pursuant to Section 5
above, (ii) covered by an unvested grant of Restricted Stock, and (iii) credited
to each Stock Unit Account in order to prevent dilution or enlargement of
rights. This provision does not, however, authorize the delivery of a
fractional share of Common Stock under the Plan.


 


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9.              NON-TRANSFERABILITY


 


Shares
of Restricted Stock and the Deferred Accounts shall not be assigned, attached,
or otherwise subject to any creditor’s process or transferred except by will or
the laws of descent and distribution, or pursuant to a trust created for the
benefit of the Non-Employee Director or his family or pursuant to a qualified
domestic relations order as defined by the Code, Title I of Employee Retirement
Income Security Act or the rules thereunder. The restrictions set forth in
Section 4(b) shall apply to the shares of Restricted Stock in the
hands of the trustee or Non-Employee Director’s former spouse.


 


10.       TERMINATION OF STATUS AS A NON-EMPLOYEE DIRECTOR


 


(a)          In the event of a Termination by reason of Mandatory Retirement,
disability, or death, all shares of Restricted Stock held by the Grantee shall
become fully vested, notwithstanding the provisions of Section 4(b) hereof,
and the Grantee (or the Grantee’s estate or a person who acquired the shares of
Restricted Stock by bequest or inheritance) shall have the right to sell,
transfer or otherwise dispose of such shares at any time. In addition, in the
event of such a Termination, all vesting restrictions on the credits made to
the Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or
4(d) shall lapse but the payout provisions of such credits shall not be
affected by such Termination.


 


(b)         In the event of a Termination for any reason other than those specified
in Section 10 (a) above, any shares of Restricted Stock granted
hereunder shall be forfeited and the Grantee shall return to the Company for
cancellation any stock certificates representing such forfeited shares which
shall be deemed to be canceled and no longer outstanding as of the date of
Termination; and from and after the date of Termination, the Grantee shall
cease to be a shareholder with respect to such forfeited shares and shall have
no dividend, voting, or other rights with respect thereto. In addition, in the
event of such a Termination, any then unvested credits made to the Stock Unit
Account in lieu of the grant of Restricted Stock described in Section 4(a) or
4(d) shall be forfeited.


 


(c)          The Deferred Accounts shall be distributed (or commence to be
distributed), in accordance with the Non-Employee Director’s prior election
form. If a Non-Employee Director failed to specify the time on which the
Deferred Accounts shall be distributed, then such Non-Employee Director’s
Deferred Accounts shall be distributed in the first January following the
Non-Employee Director’s Termination.


 


(d)         Notwithstanding a Non-Employee Director’s election, if the aggregate
value of the Deferred Accounts is less than $50,000 at the time distribution is
made (or is scheduled to begin), then the Deferred Accounts shall be
distributed at that time in a single payment, in shares of Common Stock for the
Stock Unit Account and in cash for the Income Account.


 


11.       CHANGE IN CONTROL


 


Upon
the occurrence of a change in control of the Company, all grants of Restricted
Stock under the Plan shall vest in full and become unrestricted and
nonforfeitable. In addition, all vesting restrictions on the credits made to
the Stock Unit Account in lieu of the grant of Restricted Stock described in Section 4(a) or
4(d) shall lapse but the payout provisions of such credits shall not
affected by such change in control. For purposes of this Section 11, a “change
in control” shall have the meaning given to such term under Section 16.4
of the PACCAR Inc Long Term Incentive Plan, as approved by the shareholders of
the Company on April 25, 2006. In addition, the Board or the Committee may
in its sole discretion terminate the deferral feature of the Plan within the
30 days preceding or the 12 months following a “change in control
event” (as such term is defined in the Treasury regulations promulgated
pursuant to section 409A of the Code) and pay out deferred amounts, in
accordance with Section 1.409A-3(j)(ix)(B) of the Treasury
regulations promulgated pursuant to section 409A of the Code .


 


12.       PLAN ADMINISTRATION


 


The
Plan will be administered by the Committee. The Company will pay all costs of
administration of the Plan. The Committee shall have sole discretion to
interpret the Plan, amend and rescind rules relating to its implementation
and make all determinations necessary for administration of the Plan. Any
determination, decision, or action of the Committee in connection with the
interpretation, administration, or application of the Plan shall be final,
conclusive, and binding on all persons. The Committee may employ consultants or
other persons and rely upon their advice. All actions taken and all determinations
made by the Committee in good faith shall be final and binding upon all
Non-Employee Directors, the Company, and all interested persons. No member of
the Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan.


 


The
Committee may make such amendments or modifications in the terms and conditions
of any grant of Restricted Stock as it may deem advisable, or cancel or annul
any grant of Restricted Stock; provided, however, that no such 


 


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amendment,
modification, cancellation or annulment may, without the consent of the
Grantee, adversely affect his rights with respect to such grant. In addition,
the Committee may amend or modify the deferral feature, provided that any such
amendment or modification (i) is made in accordance with section 409A of
the Code and the Treasury regulations promulgated thereunder, (ii) does
not adversely affect the Non-Employee Director’s rights thereunder without such
Non-Employee Director’s written consent, and (iii) is not a “material
modification” that would result in the loss of grandfather treatment with
respect to the balance in the Deferred Accounts as of December 31, 2004
(and earnings thereon).


 


13.       TAX WITHHOLDING


 


To
the extent required by law, the Non-Employee Director (or Grantee, if
applicable) shall make such arrangements satisfactory to the Company to satisfy
any tax withholding or employment tax obligations due with respect to
Restricted Stock or the Deferred Accounts. The Company shall have the right to
withhold or deduct from any payment under the Plan in order to satisfy any
applicable tax withholding obligations.


 


14.       AMENDMENT AND TERMINATION OF THE PLAN


 


The
Board of Directors or the Committee may at any time suspend, terminate, modify
or amend the Plan in any respect; provided, however, shareholder approval of
any Plan amendment shall be obtained only if required by law or the
requirements of any stock exchange on which the Common Stock is listed or
quoted and provided, further, that any termination shall be subject to the
requirements of section 409A of the Code. No suspension, termination,
modification, or amendment of the Plan may, without the consent of the
Non-Employee Director (or Grantee, if applicable), adversely affect his rights
with respect to the Restricted Stock or his Deferred Accounts.


 


15.       BENEFICIARY DESIGNATION


 


Each
Non-Employee Director may designate a beneficiary for each outstanding grant of
Restricted Stock and for payment of his Deferred Accounts in the event of his
death. If no beneficiary is designated or the beneficiary does not survive the
Non-Employee Director, the award shall be made to the Non-Employee Director’s
surviving spouse or, if there is none, to his estate.


 


16.       SECTION 409A 6-MONTH DELAY


 


Notwithstanding
anything contained in this Plan to the contrary, if a Non-Employee Director is
deemed by the Company at the time of the Non-Employee Director’s “separation
from service” to be a “specified employee,” each within the meaning of section 409A
of the Code, any compensation or benefits subject to section 409A of the
Code to which the Non-Employee Director becomes entitled under this Plan (or
any agreement or plan referenced in this Plan) in connection with such
separation shall not be made or commence until the first day of the month
immediately following the date that is six (6) months after the
Non-Employee Director’s “separation from service” (or the Non-Employee Director’s
death, if earlier).  Such deferral shall
only be effected to the extent required to avoid adverse tax treatment to the
Non-Employee Director, including (without limitation) the additional twenty
percent (20%) tax for which the Non-Employee Director would otherwise be liable
under section 409A(a)(1)(B) of the Code in the absence of such deferral.
Upon the expiration of the applicable deferral period, any compensation or
benefits which would have otherwise been paid during that period (whether in a
single sum or in installments) in the absence of this Section 17 shall be
paid to the Non-Employee Director or his or her beneficiary in one lump sum.


 


17.       EFFECTIVE DATE OF THE PLAN AND DURATION


 


This
Plan, as amended and restated, is effective January 1, 2009 and will
remain in effect until terminated by the Committee or the Board of Directors as
provided herein.


 


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