exv10w19






Exhibit 10.19




THE MOHAWK INDUSTRIES, INC.

SENIOR MANAGEMENT DEFERRED COMPENSATION PLAN




ARTICLE I

ESTABLISHMENT OF PLAN




     1.1 Establishment of the Plan. Mohawk Industries, Inc. established, effective as of
June 1, 1994, a deferred compensation plan known as The Mohawk Industries, Inc. Executive Deferred
Compensation Plan (the “Prior Executive Plan”). Effective as of January 1, 2008, the Prior
Executive Plan was amended and restated to comply with Code Section 409A and for certain other
purposes for post-2004 deferrals and earnings or losses thereon (the “Executive Plan”). Amounts
deferred under the Prior Executive Plan before January 1, 2005, plus any earnings or losses
thereon, are governed by the terms of the Prior Executive Plan. Amounts deferred under the
Executive Plan on or after January 1, 2005, plus any earnings or losses thereon, are governed by
the terms of the Executive Plan.



     Mohawk Industries, Inc. also established, effective as of June 1, 1994, a deferred
compensation plan known as The Mohawk Industries, Inc. Management Deferred Compensation Plan (the
“Prior Management Plan”). Effective as of January 1, 2008, the Prior Management Plan was amended
and restated to comply with Code Section 409A and for certain other purposes for post-2004
deferrals and earnings or losses thereon (the “Management Plan”). Amounts deferred under the Prior
Management Plan before January 1, 2005, plus any earnings or losses thereon, are governed by the
terms of the Prior Management Plan. Amounts deferred under the Management Plan on or after January
1, 2005, plus any earnings or losses thereon, are governed by the terms of the Management Plan.



     Effective December 1, 2010, the Management Plan is hereby merged with and into the Executive
Plan, and the resulting merged plan is hereby amended as restated as The Mohawk Industries, Inc.
Senior Management Deferred Compensation Plan (the “Plan”). Amounts deferred under the Plan on and
after December 1, 2010, plus any earnings or losses thereon, are governed by the terms of this
Plan. The purpose of the Plan is to enhance the retention of employees occupying selected
positions and to enable those employees to defer receipt of compensation until a later date, as
described herein.



     1.2 Plan Intended to be a “Top Hat” Plan. The Plan is intended to be a non-qualified,
unfunded plan of deferred compensation for a select group of management or highly compensated
employees under the Employee Retirement Income Security Act of 1974, and shall be so interpreted.



     1.3 Plan Intended to Comply with Code Section 409A. The Plan (including, but not
limited to, the amendment and restatement creating the merged Plan) is intended to comply with, and
shall be construed so as to provide for deferrals and benefits that are consistent with the
requirements of, Code Section 409A. The Plan Administrator may authorize changes to time and



 









 




form of payment elections but only to the extent consistent with the transition rules and
during the transition relief period provided under Code Section 409A.




ARTICLE II

DEFINITIONS




     Certain terms of this Plan have defined meanings that are set forth in this Article and that
shall govern unless the context in which they are used clearly indicates that some other meaning is
intended.



     2.1 Account shall mean the bookkeeping account established and maintained under this
Plan for each Participant or their Beneficiaries to which shall be credited each Participant’s
Salary Deferral Amounts, Bonus Deferral Amounts, and earnings allocable thereto pursuant to Section
4.2. No money shall actually be allocated to any individual Participant’s Account; all such
Accounts shall be of a memorandum nature, maintained by the Committee for accounting purposes, and
shall not represent any specific or identifiable assets of the Company; provided, however, that
once the Company transfers to the Participant’s sub-trust under the Benefit Security Trust
established in connection with this Plan amounts that are to be credited to the Participant’s
account under this Plan, then to that extent the earnings allocable to a Participant under this
Plan shall be determined with reference to the assets held in a Participant’s sub-trust under such
Benefit Security Trust.



     2.2 Beneficiary shall mean the person or persons designated by a Participant during
his lifetime, in a written instrument, signed and filed with the Committee, to receive any payments
due under this Plan after his death. Such designation may be revoked at any time and the
Participant may designate more than one Beneficiary and the proportions to be distributed to each
Beneficiary and a contingent Beneficiary or Beneficiaries to receive distributions after the death
of a primary Beneficiary. If no designated Beneficiary is living at the time of any payment,
distribution shall be made to the executor, administrator or other personal representative of the
Participant, to be distributed as part of the Participant’s estate. Additional rules regarding
Beneficiary designations may be determined by the Committee from time to time.



     2.3 Benefit Security Trust shall mean the rabbi trust document executed by the Company
and Fidelity Management Trust Company in connection with the Plan.



     2.4 Board shall mean the Board of Directors of the Company.



     2.5 Bonus shall mean, for a Participant who is eligible to participate in the
Company’s Executive Incentive Plan, the Participant’s annual bonus (if any) under the Company’s
Executive Incentive Plan. For all other Participants, “Bonus” shall mean the Participant’s
short-term cash incentive compensation paid under any incentive plan or bonus arrangement of the
Company relating to services performed during the Plan Year, if any. The Committee may, in its
discretion,



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limit the types of short-term incentive compensation that will qualify as Bonus compensation
under the Plan for any given Plan Year.




     2.6 Bonus Deferral Amount shall mean the percentage of the Participant’s Bonus that
the Participant elects to defer to this Plan pursuant to Section 4.1. Such percentage shall be
indicated on the Election Form.



     2.7 Code shall mean the Internal Revenue Code of 1986, as amended.



     2.8 Code Section 409A shall mean Code Section 409A and the Treasury regulations or
other authoritative guidance issued thereunder.



     2.9 Committee shall mean the Compensation Committee of the Board. The Committee may
delegate pursuant to a written authorization any or all if its responsibilities set forth in the
Plan to one or more individuals, committees or service providers. In any case, where the Plan
refers to the Committee, such reference is deemed to be a reference to any delegate of the
Committee appointed for such purpose.



     2.10 Company shall mean Mohawk Industries, Inc. or any successor thereto.



     2.11 Effective Date of this amendment and restatement shall mean December 1, 2010.



     2.12 Election Form shall mean a paper or electronic form adopted by the Committee for
purposes of allowing Participants to indicate deferral elections.



     2.13 Participant shall mean an Employee of the Company or a corporation that is
controlled by the Company who is designated as a Participant pursuant to Section 3.1 and who elects
to participate in this Plan by deferring a portion of his compensation to this Plan.



     2.14 Plan shall mean the Mohawk Industries, Inc. Senior Management Deferred
Compensation Plan as set forth in this document together with any subsequent amendments hereto.



     2.15 Plan Year shall mean the annual period from January 1 through the following
December 31.



     2.16 Salary shall mean the Participant’s eligible base compensation and commissions,
if any.



     2.17 Salary Deferral Amount shall mean the percentage of the Participant’s Salary that
the Participant elects to defer to this Plan pursuant to Section 4.1. Such percentage shall be
indicated on the Election Form.



     2.18 Separation from Service shall mean separation from service within the meaning of
Section 409A.



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     2.19 Specified Employee shall mean a specified employee within the meaning of Code
Section 409A.



     2.20 Valuation Date shall mean each business day of the Plan Year during which Plan
assets are traded on a national exchange or such other day as selected by the Committee.



ARTICLE III

PARTICIPATION




     3.1 Participation.



          (a) An employee of the Company who participates in the Company’s Executive Incentive Plan or
who otherwise is designated as a Participant hereunder by the chief executive officer of the
Company or his designee shall be eligible to make Salary and Bonus Deferrals under this Plan.




          (b) Any employee who is eligible to participate in this Plan must, in order to become a
Participant, complete and deliver to the Committee an Election Form approved by the Committee that
identifies the compensation which the employee wishes to defer hereunder. Such Election Form must
be delivered prior to the first day of the Plan Year with respect to which the services giving rise
to the Salary or Bonus will be performed.




          (c) Once delivered, an Election Form may be changed or revoked by a new Election Form
delivered to the Committee only up until the day an Election Form must be delivered pursuant to
subparagraph (b) above; and after such date the Election Form shall be irrevocable for the Plan
Year to which it relates. An Election Form, once submitted, shall be deemed to remain in effect
for subsequent Plan Years until a new Election Form is delivered to the Committee on a timely basis
as described in this Section 3.1.




          (d) Notwithstanding paragraph (b) above, for the first Plan Year in which the employee is
eligible to participate, such Election Form must be delivered to the Committee no later than thirty
(30) days following the date the employee becomes eligible to participate.




          (e) Under all circumstances, any deferral election shall apply only to compensation payable
for services to be performed after the date it is delivered to the Committee.













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ARTICLE IV

PLAN BENEFITS




     4.1 Salary and Bonus Deferrals.



          (a) Salary and Bonus Deferral Amounts. A Participant may elect to defer from 1% to
25% of his Salary to the Plan. Prior to January 1, 2011, a Participant may make a separate
deferral election under the Plan to defer (i) from 1% to 25% with respect to a Participant’s Bonus
from the Company’s Executive Incentive Plan or (ii) from 1% to 100% with respect to any other
Bonus. Notwithstanding the foregoing, effective January 1, 2011, a Participant may make a separate
deferral election under the Plan to defer from 1% to 100% with respect to any Bonus. All elections
must be made in accordance with the terms of the Plan and the Election Forms.




          (b) Method for Crediting Accounts. The Participant’s Salary Deferral Amount and Bonus
Deferral Amount shall be withheld from the Participant’s compensation and credited to the
Participant’s Account hereunder as soon as practicable after such salary or bonus would (but for
the operation of this Plan) have been paid to the Participant, but no later than thirty (30) days
after such salary or bonus would have been paid to the Participant.




     4.2 Earnings on Accounts. The earnings on a Participant’s Account under this Plan
shall consist of the earnings (meaning earnings, appreciation and depreciation, whether realized or
unrealized) on the Participant’s sub-trust under the Benefit Security Trust. At any time when
there exists under the Benefit Security Trust two or more investment funds to serve as investment
vehicles in connection with such Trust, then in such event the Participants under this Plan may
request that the Company and the Trustee allocate the Participant’s sub-trust under the Benefit
Security Trust among such investment vehicles in accordance with the Participant’s preferences, but
the final decision concerning the allocation of the Participant’s sub-trust shall be made in the
sole discretion of the Company and the Trustee (under terms set forth in the Benefit Security Trust
document).



     4.3 Form of Payment. A Participant’s Account shall be paid to the Participant (or to
his or her Beneficiary in the event of his death) under one of the following options, as elected by
the Participant on his or her Election Form:



          (a) A single lump sum no more than ninety (90) days following the Participant’s Separation
from Service (with the exact date to be determined by the Committee); provided, however, that this
shall be the only option if the value of the Participant’s Account as of the Valuation Date which
coincides with or next follows the Participant’s Separation from Service does not exceed $10,000.




          (b) Annual installments elected by the Participant (not to exceed ten (10)), commencing no
more than ninety (90) days following the Participant’s Separation from Service (with the exact date
to be determined by the Committee) and continuing thereafter on each applicable anniversary of the
initial distribution date. In the event payment is made in installments,






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the Participant’s Account shall continue to be adjusted for earnings as provided in Section
4.2, and the amount of the payment to be made in a given year shall be equal to (i) times (ii),
where (i) equals the value of the Participant’s Account as of the most recent Valuation Date, and
(ii) equals a fraction, the numerator of which is one, and the denominator of which is the number
of installments to be paid under the Participant’s election (including the current installment).




          (c) Notwithstanding the above, any Participant who is a Specified Employee as of his or her
Separation from Service, payment under this Section 4.3 shall be delayed as follows:





	 	(i)	 	if the Account is payable in a lump sum, such
payment will be delayed until the earlier of the Participant’s death or
the first day of the seventh month following the Participant’s
Separation from Service;
	 
	 	(ii)	 	if the Account is payable in installments, the
amount of such installments that would otherwise be payable during the
six-month period immediately following the Participant’s Separation from
Service will be accumulated and payment of such accumulated amount will
be delayed until the earlier of the Participant’s death or the first day
of the seventh month following the Participant’s Separation from
Service, whereupon the accumulated amount will be paid to the
Participant and the normal payment schedule for any remaining
installment payments will resume.





          (d) A Participant may modify any or all of the form of payment elections with respect to an
Account, consistent with the permissible forms of payment available under the Plan, provided such
modification election is submitted at least twelve months prior to the date on which payment is
scheduled to commence under the form of payment election in effect prior to the modification.
Except with respect to modifications that relate to the payment on account of death, the date
payments may commence under the modified form of payment election must be no earlier than five (5)
years after the date payment otherwise would have commenced under the form of payment election most
recently in effect. Under no circumstances may a modification result in an acceleration of
payments in violation of Code Section 409A.




     4.4. Scheduled Payment Dates. Until December 31, 2007, in connection with an election
to defer, a Participant may, on a one-time basis, elect that a specified dollar amount of the
Participant’s Account be distributed to the Participant prior to his Separation from Service, at a
date specified in such election (the “Scheduled Payment Date Election”); provided that such payment
date shall be no earlier than three (3) years from the date of such election. If a Scheduled
Payment Date Election is made, then there shall be created a sub-account within such Participant’s
Account (such sub-account to be referred to hereafter as the Participant’s “Scheduled Payment
Sub-Account”), and the Salary and Bonus to be deferred under the Plan after the date of such
election shall be added to the Scheduled Payment Sub-Account until the dollar amount in such
Sub-Account equals the dollar amount specified in the Participant’s Scheduled Payment Date
Election;



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provided, however, that the funding of the Scheduled Payment Sub-Account shall in all events
cease two (2) years prior to the date the Scheduled Payment is to be made. Payment of the amount
specified in the Scheduled Payment Date Election shall be made solely from the Scheduled Payment
Sub-Account; and after such payment is made, any amount remaining in such Sub-Account shall be
added to the Participant’s regular Account hereunder.




     4.5 Acceleration of Payment in the Event of Unforeseeable Financial Emergency. Upon
written request by a Participant, the Committee may distribute to the Participant prior to his
Separation from Service such amount of the Participant’s Account balance that the Committee
determines is necessary to provide for an unforeseeable financial emergency suffered by the
Participant. For this purpose, unforeseeable financial emergency shall mean a severe financial
hardship to the Participant resulting from: (a) an illness or accident of the Participant, the
Participant’s spouse, beneficiary, or dependent; (b) loss of the Participant’s property due to
casualty; or (c) other similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. For example, the need to pay for medical expenses
may constitute an unforeseeable emergency. The purchase of a home and the payment of college
tuition are not unforeseeable emergencies. In all cases, any distribution on account of
“unforeseeable financial emergency” shall comply with the requirements of Code Section 409A.



     4.6 Payment to Minors and Incapacitated Persons. In the event that any amount is
payable to a minor or to any person who, in the judgment of the Committee, is incapable of making
proper disposition thereof, such payment shall be made for the benefit of such minor or such person
in any of the following ways as the Committee, in its sole discretion, shall determine:



          (a) By payment to the legal representative of such minor or such
person;




          (b) By payment directly to such minor or such person;




          (c) By payment in discharge of bills incurred by or for the benefit of such minor or such
person. The Committee shall make such payments without the necessary intervention of any guardian
or like fiduciary, and without any obligation to require bond or to see to the further application
of such payment. Any payment so made shall be in complete discharge of the Plan’s obligation to
the Participant and his or her Beneficiaries.




     4.7 Application for Benefits. The Committee may require a Participant or Beneficiary
to complete and file certain forms as a condition precedent to receiving the payment of benefits.
The Committee may rely upon all such information given to it, including the Participant’s current
mailing address. It is the responsibility of all persons interested in receiving a distribution
pursuant to the Plan to keep the Committee informed of their current mailing addresses.



     4.8 Acceleration of or Delay in Payments. This Section shall take precedence over any
other provision of the Plan to the contrary. No provision of this Plan shall be followed if
following the provision would result in the acceleration of the time or schedule of any payment
from the Plan as would require immediate income tax to Participants based on the law in effect at
the time the



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distribution is to be made, including Code Section 409A. In addition, a payment may be
delayed after a designated payment date under the circumstances described in Code Section 409A,
including payments subject to Code Section 162(m), or payments that would violate federal
securities or other applicable law. In such case, payment will be made at the earliest date on
which the Committee reasonably anticipates that the making of the payment will not cause such
violation. The making of a payment that would cause inclusion in gross income or the application
of any penalty provision or other provision of the Code is not treated as a violation of applicable
law.




     4.9 Investment Requests.



          (a) Election of Investment Funds. Each Participant may direct, following such
procedures as may be specified by the Committee, to have his Account allocated or reallocated as
appropriate in increments of 1% among the various investment funds that are made available under
the Plan from time to time; provided that the total of such increments shall at all times equal
100%; and further provided that the final decision concerning the investment of the Account shall
be made by the Committee in its sole discretion. An investment request shall become effective as
soon as administratively feasible following delivery of the request to the Committee.




          (b) Initial Investment Request. A Participant’s initial investment request shall
allocate his entire Account, together with all subsequent contributions to his Account, among the
investment funds for so long as the request remains in effect.




          (c) Subsequent Investment Requests. A Participant’s investment request shall remain
in effect until changed by a new request. A Participant may make a new investment request at any
time by submitting a new request to the Committee. A new request may change future allocations to
the Participant’s Accounts, may reallocate any amounts previously credited to the Participant’s
Account among the investment funds, or may leave the allocation of such prior amounts unchanged. A
new investment request shall allocate the Participant’s Account among the investment funds in the
same manner as set forth in Section 4.9(a). Subject to the provisions of Section 4.9(a), a new
investment request shall become effective as soon as administratively feasible following submission
of the request to the Committee.




          (d) Failure to Make Investment Request. If a Participant does not make an investment
request pursuant to this Section 4.9, his Account shall be invested as determined by the Committee
in its sole discretion and shall remain so invested until such time as the Participant files an
investment request pursuant to the provisions of this Section 4.9.




          (e) Method of Making Investment Requests. All investment requests shall be made
pursuant to rules and procedures established by the Committee from time to time (provided such
rules and procedures are applied in a consistent and nondiscriminatory basis), shall be made using
such forms or other methods (such as an automated communication method, other telephonic or
electronic communication, or the Internet) as may be approved by the Committee from time to time,
and shall be subject to such required lead time as may be approved by the Committee from time to
time.






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ARTICLE V

FUNDING OF PLAN




     5.1 No Trust Fund Other than Benefit Security Trust. Except to the extent the Company
transfers assets to the Benefit Security Trust created in connection with this Plan, the benefits
provided by this Plan shall be paid from the general assets of the Company. To the extent that any
Participant acquires the right to receive payments from the Company under the Plan, such right
shall be no greater than that of an unsecured general creditor of the Company. Participants and
their Beneficiaries shall not have any preference or security interest in the assets of the Company
other than as a general unsecured creditor.



ARTICLE VI

ADMINISTRATION OF THE PLAN




     6.1 The Plan shall be administered by the Committee. Except as otherwise provided in this
Plan, the Committee shall have complete control of the administration of the Plan with all powers
necessary to enable it to properly carry out the provisions of the Plan. The Committee shall have
the exclusive right to interpret the Plan and to decide all matters arising thereunder, including
the right to resolve possible ambiguities, inconsistencies, or omissions. All determinations of
the Committee with respect to any matter hereunder shall be conclusive and binding on all persons.
Without limiting the generality of the foregoing, the Committee shall have the following powers and
duties:



          (a) To require any person to furnish such reasonable information as may be requested for the
purpose of the proper administration of the Plan as a condition to receiving any benefits under the
Plan;




          (b) To make and enforce such rules and regulations and prescribe the use of such forms as it
shall deem necessary for the efficient administration of the Plan;




          (c) To determine the amount of benefits that shall be payable to any person in accordance with
the provisions of the Plan, and to provide a full and fair review to any Participant whose claim
for benefits has been denied in whole or in part;




          (d) To employ at the expense of the Company other persons (who may or may not be employed by
the Company) to assist the Committee in carrying out its duties under the terms of the Plan;




          (e) To keep records of all acts and determinations, and to keep all such records, books of
account, data and other documents as may be necessary for the proper administration of the Plan;






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          (f) To prepare and distribute to all Participants, and Beneficiaries information concerning
the Plan and their rights under the Plan;




          (g) To exercise any powers reserved to the Company under any Benefit Security Trust executed
in connection with this Plan, including but not limited to the power to provide investment
guidelines to the trustee under such Benefit Security Trust; and




          (h) To do all things necessary to operate and administer the Plan in accordance with its
provisions.




ARTICLE VII

AMENDMENT AND TERMINATION




     7.1 Right to Amend and Terminate. The Board or its delegate reserves the right to
modify, alter, amend, or terminate the Plan, at any time and from time to time, without notice, to
any extent deemed advisable, in accordance with the rules under Code Section 409A. If permitted by
Code Section 409A, the termination and liquidation of the Plan will involve both the amendment of
the Plan to cease deferrals under the Plan and provide for payment of all benefits accrued under
the Plan, and the accelerated payment of benefits accrued under the Plan.



ARTICLE VIII

CLAIMS PROCEDURE




     8.1 Claims Procedure. Any Participant or Beneficiary may file a claim for benefits
under the Plan by submitting a written request to the Committee describing the nature of the claim
and requesting a determination of the validity of the claim. If such claim is denied, the Company
shall provide written notice to the Participant or Beneficiary whose claim for benefits under the
Plan was denied and shall provide a claims appeal procedure, all in accordance with Section 503 of
ERISA and D.O.L. Reg. Section 2560.503-1 and such procedures are incorporated in this Plan by
reference.



ARTICLE IX

MISCELLANEOUS




     9.1 Headings. The headings and sub-headings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the provisions hereof.



     9.2 Assignment by Participant. No right or interest of the Participant under the Plan
shall be assignable or transferable by the Participant except by will or the laws of descent and
distribution, and, to the extent permitted by law, any rights or interests of the Participant under
the



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Plan shall not be subject to any lien, directly, by operation of law or otherwise, including,
but not limited to, execution, levy, garnishment, attachment, pledge, or bankruptcy.




     9.3 [Reserved].



     9.4 Effect of Plan on Employee. The benefits under this Plan are intended to
constitute deferred compensation to the Participants. Unless specifically included in compensation
by the terms of another benefit plan and to the extent permitted by law, any amounts paid to a
Participant under the Plan shall not be taken into account in determining (i) the amount of the
Participant’s benefits under any pension or profit sharing plan in which the Participant
participates as an employee of the Company; or (ii) the amount of the Participant’s coverage under
any group life insurance plan in which the Participant participates as an employee of the Company.



     9.5 Continued Employment. Nothing contained in the Plan shall be deemed to give any
Employee the right to be retained as an employee of the Company.



     9.6 Severability. If any portion of the Plan is declared by a court of competent
jurisdiction to be void or unenforceable, such portion shall be deemed severed from the Plan and
the balance of the Plan shall remain in effect.



     9.7 Governing Law. The Plan shall be governed by and construed in accordance with the
laws of the State of Georgia, to the extent not preempted by the Employee Retirement Income
Security Act of 1974.



     9.8 Withholding. Whenever the Company proposes or is required to make any payment
under the Plan, the Company shall make such payment net of an amount sufficient to satisfy any
Federal, state, or local withholding tax liability.



     IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed and its seal to be
hereunto affixed on the date indicated below, but effective as of December 1, 2010.



	 	 	 	 	 
	 	 	MOHAWK INDUSTRIES, INC.
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	Date: December ___, 2010






ATTEST:


 





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