EX-10.1







Exhibit 10.1




DEFERRED COMPENSATION PLAN




FOR




KEY EMPLOYEES OF




SONOCO PRODUCTS COMPANY




aka Deferred Compensation Plan for Corporate Officers

of Sonoco Products Company




Effective January 1, 1991




As amended July, 18 2007




As amended October 15, 2008














 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I              STATEMENT OF PURPOSE
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II             DEFINITIONS
	 	 	4 – 5	 
	 
	 	 	 	 
	ARTICLE III            ELIGIBILTY AND PARTICIPATION
	 	 	6	 
	 
	 	 	 	 
	ARTICLE IV            DEFERRED COMPENSATION ELECTIONS
	 	 	7 – 8	 
	 
	 	 	 	 
	ARTICLE V             CREDITS TO DEFERRAL ACCOUNTS
	 	 	9 – 10	 
	 
	 	 	 	 
	ARTICLE VI            ADMINISTRATIVE COMMITTEE & CLAIMS
	 	 	11 – 12	 
	 
	 	 	 	 
	ARTICLE VII           AMENDMENT AND TERMINATION
	 	 	13	 
	 
	 	 	 	 
	ARTICLE VIII          MISCELLANEOUS
	 	 	14 – 15	 
	 
	 	 	 	 
	ARTICLE IX            CONSTRUCTION
	 	 	16	 






 









 






SONOCO PRODUCTS COMPANY

DEFERRED COMPENSATION PLAN

FOR KEY EMPLOYEES




ARTICLE I




STATEMENT OF PURPOSE




     The purpose of this plan is to provide Key Employees of Sonoco Products Company (the
“Company”) the opportunity to defer receipt of compensation earned as an employee to a date
following separation from service with the Company. This deferral opportunity is designed to help
the Company to attract and retain outstanding individuals as employees of the Company through
enhancement of the value of the compensation paid to such individuals.



 









 





ARTICLE II




DEFINITIONS




     When used herein, the following terms shall have the meanings indicated unless a different
meaning is clearly required by the context.




	 	1.	 	“Company”: Sonoco Products Company, a South Carolina Corporation,
and Corporate successors.
	 
	 	2.	 	“Committee”: The Administrative Committee appointed by the Board of
Directors of the Company to administer this plan.
	 
	 	3:	 	“Key Employee”: Any person who is serving as an officer of the Company.
	 
	 	4:	 	“Participant”: A Key Employee or former Key Employee who has
deferred fees hereunder and has a credit balance in his deferred compensation account.
	 
	 	5.	 	“Separation from Service”: The date of termination of an employee’s
active service, for reasons other than death, with the Company, which for this purpose
includes all companies that would be considered a single employer under Section 414(b)
of the Internal Revenue Code (“Code”) applying a standard of “at least 50 percent”
instead of “at least 80 percent” as provided in the regulations to Section 409A of the
Code.
	 
	 	6.	 	“Plan”: The Deferred Compensation Plan for Key Employees of Sonoco
Products Company as contained herein, and as may be amended from time to time
hereafter, together with any election forms that the Committee requires a Participant
to complete.
	 
	 	7.	 	“Plan Year”: The period commencing January 1 and ending December 31.
	 
	 	8.	 	“Stock Equivalent Account”: The account described in Article V.




 









 






	 	9.	 	“Interest Account”: The account described in Article V.

	 
	 	10.	 	“Compensation”: Salary and annual incentive compensation.
	 
	 	11.	 	“Fixed Payment Period”: The period of years over which annual
payments are made to a Participant following his Separation from Service or upon his
death preceding his Separation from Service.




 









 











ARTICLE III




ELIGIBILITY AND PARTICIPATION





	1.	 	Key Employees of the Company are eligible to become participants in the plan,
subject to approval of the Board of Directors.
	 
	2.	 	An eligible Key Employee participates in the plan by irrevocably electing on an annual basis,
in the manner specified herein, to defer future Compensation earned for which the related
services commence in the calendar year following the year in which the election is made.
	 
	3.	 	An eligible Key Employee may elect to defer up to fifty (50) percent of salary and up to
fifty (50) percent of annual incentive earned during the year for which the deferral choice is
made.
	 
	4.	 	An eligible Key Employee becomes a Participant in the Plan upon the execution and
delivery of a Deferred Compensation Agreement. Such Agreement must be executed (and must become irrevocable) in all cases on or before December 31 preceding the
calendar year in which the services related to the Compensation to be deferred commence.




 









 











ARTICLE IV




DEFERRED COMPENSATION ELECTIONS





	1.	 	A Participant electing to defer payment of compensation may elect his deferrals to be
invested in the Interest Account and/or the Stock Equivalent Account.
	 
	2.	 	Subject to such limitations as the Committee may impose, a Participant electing to defer
hereunder shall also elect at the same time as his deferral election, a Fixed Payment Period
commencing six months following the Participant’s Separation from Service over which the
amount deferred under such election shall be paid to him in annual installments and a Fixed
Payment Period (which may be a different period) over which the unpaid portion of the amount
deferred shall be paid to his beneficiary or estate in annual installments in the event of his
death before Separation from Service occurs. Finally, the participant may elect to have the
unpaid portion of the amount deferred paid in a lump sum to his beneficiary or estate in the
event of his death following a Separation of Service.
	 
	3.	 	Any Fixed Payment Period Election to defer compensation shall be irrevocable and may
not be changed or modified thereafter by a Participant or the Company.
	 
	4.	 	The fact that the Participant has made a particular election with respect to a deferral shall
not preclude such Participant from making different elections with respect to new deferrals
covering a future period of service.
	 
	5.	 	In the event of a Fixed Payment Period commencing due to a Separation from Service, the
initial amount due shall be paid six months following Separation from Service. In the event
of a Fixed Payment Period commencing due to a Participant’s death prior to a Separation from
Service, the initial payment amount due shall be




 









 






	 	 	paid upon death (or on such later date permitted under the regulations to Code Section
409A). The amount of any payment during a Fixed Payment Period shall equal the unpaid
balance of the amount deferred (including any earnings thereon) immediately preceding the
payment date divided by the number of annual payments remaining in the Fixed Payment Period
(including the payment that is about to be made).
	 
	6.	 	Upon consummation of a Change in Control that qualifies under 409A, all amounts credited
to the Stock Equivalent Account and/or Interest Account (along with any amounts deferred but
not yet credited to these accounts up to the date of payment), shall be paid in a lump sum
payment to the Participant within 30 days following the Change in Control.




 









 











ARTICLE V




CREDITS TO DEFERRAL ACCOUNTS





	1.	 	Deferred compensation shall be credited to the Stock Equivalent Account or the
Interest Account of a Participant or a combination of these accounts, as the
Participant may have elected, as follows:






	 	(a)	 	The deferred incentive amount shall be credited to the Deferral account
on the closing date of the Company’s fiscal month in which the
incentive was to be paid in cash.
	 
	 	(b)	 	The deferred salary shall be credited on the closing date of the Company’s
fiscal month in which the salary was to be paid in cash.






	2.	 	The compensation credited to a Stock Equivalent Account shall be converted on the
closing date of each of the Company’s fiscal months into “Stock Equivalents” as
though such compensation were applied to the purchase of common stock of the
Company as follows:






The Participant’s Account shall be assigned Stock Equivalents which shall
be the number of full and fractional (rounded to the nearest tenth) shares of
the Company’s common stock that could be purchased with the compensation credited
to the Participant’s Account, at the closing price of such common stock for that
fiscal month as quoted by the New York Stock Exchange.




	3.	 	As of the payment date for each dividend declared on the Company’s common stock, each
Participant’s dividend shall be determined by multiplying the cash dividend per share by the
number of full and fractional Stock Equivalents in the Participant’s Stock Equivalent Account
on the dividend payment date. The resulting




 









 






	 	 	dividend amount will be converted into stock equivalents as though such dividend amounts
were applied to the purchase of common stock of the Company on the same date dividends are
actually paid to common stock shareholders.
	 
	4.	 	Six months following a Participant’s Separation from Service, the Participant will begin to
receive payments from the Stock Equivalent Account and/or Interest Account in accordance with
the Participant’s elections. Subsequent installments, if any, shall be paid each January
until the accounts have been paid in full. Payment(s) from the Stock Equivalent Account will
be in the form of shares of common stock equal in number to the amount of Deferred Stock Units
credited to the eligible Participant’s Stock Equivalent Account as of the date of payment
divided by the number of installment payments remaining to be paid immediately before the
payment date. Any remaining fractional share at the end of the payment cycle, will be rounded
up and issued as a whole share.
	 
	5.	 	Each month, the balance in the Interest Account will be credited with interest from the date
the deferral is credited to the account until payment is complete, at a rate equal to the
Merrill Lynch ten year high quality bond index for December 15 of each preceding year.




 









 











ARTICLE VI




ADMINISTRATIVE COMMITTEE & CLAIMS





	1.	 	This plan shall be administered by the Governance Committee of the Board
of Directors.
	 
	2.	 	The construction and interpretation by the Committee of any provision of this
plan shall be final and conclusive.
	 
	3.	 	The administration of this plan is delegated to the Senior Vice President – Human
Resources who is responsible for executive compensation and benefits, or at his
election, to the Director, Compensation.
	 
	4.	 	No member of the Committee shall be personally liable for any actions taken by
the Committee unless the member’s action involves willful misconduct.
	 
	5.	 	If any claim for benefits under the Plan is wholly or partially denied, the claimant shall be
given notice in writing of such denial within a reasonable period of time (not to exceed 90
days after receipt of the claim or, if special circumstances require an extension of time,
written notice of the extension shall be furnished to the claimant and an additional 90 days
will be considered reasonable) setting forth the following information: (a) the specific
reason or reasons for the denial; (b) specific reference to pertinent Plan provisions on which
denial is based; (c) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or information is
necessary; and (d) an explanation that a full and fair review by the Committee of the decision
denying the claim may be requested by the claimant or his authorized representative by filing
with the Committee, within 60 days after such notice has been received, a written request for
such review.




 









 






	 	 	In the event that a claimant does choose to appeal, as described under (d) above, the
claimant or his authorized representative may review pertinent documents and submit issues
and comments in writing within the same 60-day period specified in subsection (d) above.
Upon request (and free of charge), the Member/claimant shall be provided reasonable access
to and copies of all documents, records, and other information relevant to his claim for
benefits (as further described in DOL regulations, and as determined by the Committee, in
its sole discretion), and shall also be informed of his right to bring suit under ERISA.
	 
	 	 	The decision of the Committee shall be made promptly, and not later than 60 days after the
Committee’s receipt of the request for review, unless special circumstances require an
extension of time for processing, in which case the claimant shall be so notified and a
decision shall be rendered as soon as possible, but not later than 120 days after the
receipt of the request for review. The claimant shall be given a copy of the decision
promptly. The decision shall be in writing and shall include specific reasons for the
decision, written in a manner calculated to be understood by the claimant, and specific
references to the pertinent Plan provisions on which the decision is based.




 









 











ARTICLE VII




AMENDMENT AND TERMINATION




     The Company reserves the right, at any time or from time to time, by action of its Board of
Directors, to modify or amend in whole or in part any or all provisions of the Plan or terminate
and liquidate the Plan, provided, however, that any such modification, amendment or termination and
liquidation shall not substantially and adversely affect the benefits then in effect. In the event
of Plan termination and liquidation by the Company, the Company will pay any benefits otherwise due
under the Plan during the first 12 months following a resolution to terminate and liquidate the
Plan and shall pay out any remaining amounts deferred under the Plan during the second 12 months
following such resolution to terminate and liquidate the Plan. Notwithstanding the above, the Plan
shall not be terminated and liquidated unless all other plans required to be aggregated with the
Plan under Section 409A of the Code are terminated and liquidated at the same time.



 









 





ARTICLE VIII




MISCELLANEOUS





	1.	 	NON-ALIENATION OF BENEFITS. No right or benefit under the Plan
shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance,
or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or
charge any right or benefit under this Deferral shall be void. No right or benefit
hereunder shall in any manner be liable for or subject to the debts, contracts,
liabilities, or torts of the person entitled to such benefits. If the Participant or any
beneficiary hereunder shall become bankrupt, or attempt to anticipate, alienate,
sell, assign, pledge, encumber, or charge any right hereunder, then such right or
benefit shall, in the discretion of the Committee, cease and terminate, and in such
event, the Committee may hold or apply the same or any part thereof for the benefit
of the Participant or his beneficiary, spouse, children, or other dependents, or any
of them in such manner and in such amounts and proportions as the Committee
may deem proper.
	 
	2.	 	NO TRUST CREATED. The obligations of the Company to make payments
hereunder shall constitute a liability of the Company to a Participant. Such payments
shall be made from the general funds of the Company, and the Company shall not
be required to establish or maintain any special or separate fund, or purchase or
acquire life insurance on a Participant’s life, or otherwise segregate assets to assure
that payment shall be made, and neither a Participant, his estate nor Beneficiary shall
have any interest in any particular asset of the Company by reason of its obligations
hereunder. The Participant’s rights to deferred amounts will be the same as an
unsecured general creditor of the Company, and all property and rights to




 









 






	 	 	property, including rights as a beneficiary of a life insurance contract purchased
with deferred amounts, and all income attributable to the deferred amounts and
property will remain solely the property of the Company and will be subject to
claims of general creditors of the Company. Nothing contained in the Plan shall
create or be construed as creating a trust of any kind of any other fiduciary
relationship between the Company and a Participant or any other person.
	 
	3.	 	The effective date of this plan is January 1, 1991.
	 
	4.	 	The plan has been amended effective July 18, 2007, to comply with Section
409A of the Code and the regulations thereunder.
	 
	5.	 	The plan has been amended effective October 15, 2008, to comply with Section 409A of the Code
and the regulations thereunder.




 









 











ARTICLE IX




CONSTRUCTION





	1.	 	GOVERNING LAW. This Plan shall be construed and governed in accordance
with the laws of the State of South Carolina.
	 
	2.	 	GENDER. The masculine gender, where appearing in the plan, shall be deemed to
include the feminine gender, and the singular may include the plural,
unless the context clearly indicates to the contrary.
	 
	3.	 	HEADINGS, ETC. The cover page of this plan, the Table of Contents and all
headings used in this plan are for the convenience of reference only and are not part
of the substance of this plan.