Exhibit 10.4





Exhibit 10.4




ICG GROUP, INC.

DIRECTOR DEFERRED STOCK UNIT PROGRAM

(As amended and restated, effective as of June 20, 2011)




ICG Group, Inc. (f/k/a Internet Capital Group, Inc.) (the “Company”) generally pays each
non-management member of its Board of Directors (“Non-Management Director”) an annual retainer fee
(“Directors Fees”). The ICG Group, Inc. Director Deferred Stock Unit Program (the “Program”)
provides each Non-Management Director with the opportunity to defer receipt of all or any portion
of their Directors Fees (“Deferral Fees”) for a particular calendar year in exchange for stock
units that will be credited to an account that is maintained by the Company on their behalf under
the Program. Each stock unit credited to the account for a Non-Management Director will be
converted to an equivalent number of shares of common stock of the Company when such Non-Management
Director ceases as a member of the Board of Directors of the Company. Non-Management Directors
receive dividend equivalents on the stock units credited to their account under the Program until
such stock units are converted to shares of common stock of the Company. The Company intends that
the Program will be operated and maintained in accordance with the requirements of §409A of the
Internal Revenue Code of 1986, as amended (the “Code”). The following sets forth the terms and
conditions of the Program, effective as of January 1, 2010. This document is intended to
constitute the governing plan document for the Program and shall apply to all Deferral Fees
credited to a Non-Management Director’s account as of January 1, 2010, as well as any Deferral Fees
credited to a Non-Management Director’s account after January 1, 2010.



To elect to participate in the Program with respect to Directors Fees to be earned during a
particular calendar year, a Non-Management Director must make an irrevocable election by
filing a Deferral Election Form (the “Election Form”) with the Company no later than the later of
December 31 of the calendar year prior to the calendar year for which the deferral applies or 30
days after election to the board of directors, to receive, in exchange for deferring the receipt of
all or a portion of his or her Directors Fees to be earned after the election is made in such
calendar year to receive stock units, which are phantom rights that will be credited to an account
(the “Account”) for the Non-Management Director’s benefit on the books of the Company. The stock
units will be converted to shares of common stock of the Company when the Non-Management Director
terminates service from the Board of Directors of the Company (the “Board”). The Account for each
Non-Management Director shall consist of separate sub-accounts that will reflect the number of
stock units that are credited for the Directors Fees that are deferred under the Program for a
particular calendar year. The number of stock units that will be credited to the Non-Management
Director’s Account for a particular calendar year will be equal to the Non-Management Director’s
deferred Directors Fees divided by the “fair market value” of a share of the Company’s common stock
(the “Stock”) as of the date on which the Directors Fees otherwise would have been paid. The stock
units credited to the Non-Management Director’s Account are hereinafter referred to as the
“Deferral Shares”. At all times, the Non-Management Director will be fully vested in the Deferral
Shares credited to the Account for the Non-Management Director’s benefit under the Program. For
purposes of the Program, “fair market value” will be defined as: if the Stock is publicly traded,
then the fair market value per share shall be determined as follows: (x) if the principal trading
market for the Stock is a national securities exchange, the last reported sale price thereof on the
preceding date or, if there were no trades on that date, the latest preceding date upon which a
sale was reported, or (y) if the Stock is not principally traded on a national securities exchange,
the mean between the last reported “bid” and “asked” prices of a share on the preceding date, as
reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial
reporting service, as applicable and as the Committee determines. If the Stock is not publicly
traded or, if publicly traded, is not subject to reported transactions or “bid” or “asked”
quotations as set forth above, the fair market value per share shall be as determined in good faith
by the Board; provided that, if the Stock is publicly traded, the Board may make such discretionary
determinations where the shares have not been traded for 10 trading days.


 


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At the time of the Non-Management Director’s election to defer, the Non-Management Director
must designate in the Election Form the form in which the Deferral Shares credited to his or her
Account will be paid for the relevant calendar year, which form may be in either a single sum
distribution, or in substantially equal annual installments paid over a period of time, not to
exceed five years (six installments). Each calendar year a Non-Management Director may elect a
different form of payment for the Directors Fees deferred under the Program for such calendar year.
Unless otherwise provided in this Program, the Deferral Shares credited to the Non-Management
Director’s Account will commence to be converted to an equivalent number of shares of Stock and
distributed to the Non-Management Director in the form designated by the Non-Management Director in
his or her Election Form as soon as administratively practicable following the date on which such
Non-Management Director terminates service as a director on the Board, but within 30 days following
such termination. If the Non-Management Director elected as the form of distribution annual
installments, the first installment will be distributed to the Non-Management Director within 30
days following his or her termination of service as director on the Board and each subsequent
installment shall be paid to such Non-Management Director within 30 days on each anniversary of
such termination of service. The number of shares of Stock that will be distributed in each
installment will be determined by taking the total number of Deferral Shares credited to the
Non-Management Directors sub-account for such calendar year and dividing such by the number of
annual installments selected by the Non-Management Director. If no form is selected, the
Non-Management Director will be deemed to have selected single sum distribution.



A new Election Form must be completed each year for a Non-Management Director to defer
Directors Fees to be earned in the following calendar year. A Non-Management Director’s execution
of any Election Form shall constitute acknowledgement that all decisions and determinations by the
Company will be final and binding on the Company, the Non-Management Director and any other persons
having or claiming an interest hereunder. A Non-Management Director’s participation in the Program
will automatically terminate on the date the Non-Management Director ceases to be a member of the
Board of Directors of the Company and is no longer entitled to receive Directors Fees from the
Company. Only Non-Management Directors may participate in the Program.



If the Company distributes a cash dividend to its stockholders, the Company will pay the
Non-Management Director, at the same time that such cash dividend is paid to the Company’s
stockholders, a cash payment that is equal in value to the amount of cash that would have been paid
to the Non-Management Director as a dividend if he or she actually owned the shares of Stock
represented by the Deferral Shares. Each cash payment shall be deemed as a separate payment for
purposes of §409A of the Code.



Notwithstanding anything in this Program to the contrary or election as to form made by the
Non-Management Director in his Election Form or Special Election Form, as applicable, if a Change
of Control (as defined below) occurs prior to the date on which the Non-Management Director
receives distribution of the Deferral Shares credited to his or her Account, all of the Deferral
Shares credited to his or her Account shall be converted to an equivalent number of shares of Stock
and distributed to the Non-Management Direct in a single sum upon the occurrence of the Change of
Control. For purposes of this Program, Change of Control shall have the same meaning as such term
is defined in the Company’s 2005 Omnibus Equity Compensation Plan; provided, however, that for
purposes of this Program a Change of Control shall not be deemed to have occurred if the Change of
Control does not constitute a change in the ownership or effective control of the Company, or in
the ownership of a substantial portion of the assets of the Company within the meaning of §409A of
the Code and its corresponding regulations.


 


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If a Non-Management Director experiences an “unforeseeable emergency,” the Non-Management
Director may request a distribution of the Deferral Shares credited to his or her Account in such
amount that is reasonably necessary to satisfy the emergency, plus an amount to pay any applicable
taxes that are reasonably anticipated to result from the distribution. To be eligible for such
distribution, the Non-Management Director must submit a written request to the Company for such distribution on
account of an unforeseeable emergency and the Company will have to determine that the
Non-Management Director has experienced an unforeseeable emergency. A distribution on account of
determination by the Company that the Non-Management Director has experienced an unforeseeable
emergency will be made within 30 days following such determination. For purposes of this Program,
“unforeseeable emergency” means a severe financial hardship to the Non-Management Director
resulting from (i) an illness or accident of the Non-Management Director, the Non-Management
Director’s spouse, the Non-Management Director’s beneficiary or the Non-Management Director’s
eligible dependents; (ii) loss of the Non-Management Director’s property due to casualty (including
the need to rebuild a home following damage to a home not otherwise covered by insurance, for
example, not as a result of a natural disaster); or (iii) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond Non-Management Director’s control,
to the extent permitted under Treas. Reg. section §1.409A-3(i)(3)(i). Cash needs arising from
foreseeable events such as the purchase of a house or education expenses for children are not
considered to be the result of an unforeseeable emergency. Notwithstanding anything in this
Program to the contrary, any payment under this paragraph will be subject to the rules under
Treasury Regulation §1.409A-3(i)(3), and if the Non-Management Director receives a distribution of
Stock in a calendar year by reason of an unforeseeable emergency, any election the Non-Management
Director has made under this Program for the remaining portion of the year will be cancelled and
the Non-Management Director will be prohibited from making an election under this Program for the
next calendar year. With respect to any future calendar year, if the Non-Management Director
desires to participate in the Program for such calendar year the Non-Management Director must make
a new deferral election in accordance with the procedures described in this Program prior to the
relevant calendar year.



If the Non-Management Director dies before the Non-Management Director’s Account has been
fully paid out, the beneficiary designated on the Non-Management Director’s Election Form will
receive a distribution of a number of shares of Stock equal to the remaining Deferral Shares
credited to the Non-Management Director’s Account as soon as administratively practicable after the
Non-Management Director’s death, but within 60 days following such date. If the Non-Management
Director’s beneficiary predeceases the Non-Management Director or if, for some reason, the
Non-Management Director has not designated a beneficiary, the Non-Management Director’s Deferral
Shares will be paid to the Non-Management Director’s surviving spouse, or, if none, the
Non-Management Director’s estate.



To satisfy the Company’s obligations to issue shares of Stock under the Program, the Board
will issue the shares under the Company’s 1999 Equity Compensation Plan, the Company’s 2005 Omnibus
Equity Compensation Plan or such other equity compensation plan adopted by the Company, as
determined by the Board, pursuant to grants under such plans for purposes of this Program.



Each Non-Management Director is solely responsible for all tax consequences that result from
his or her participation in the Program.



This Program may be amended, suspended or terminated at any time by the Company; provided,
however, that no amendment, suspension or termination will adversely affect a Non-Management
Director’s rights, unless required to comply with applicable law, including §409A of the Code. If
the Board terminates the Program, Participants shall be entitled to a distribution of their benefit
under the Program if the termination is on account of a permitted distribution event under Treas.
Reg. §1.409A-3(j)(4)(ix)(A), (B), (C) or (D) and the requirements, as applicable, of such
regulations are met with respect to the termination of the Program and distribution of benefits
hereunder.



The Program is intended to comply with the applicable requirements of §409A of the Code and
its corresponding regulations and related guidance, and shall be administered in accordance with
§409A of the Code to the extent §409A of the Code applies to the Program. Notwithstanding anything
in the
Program to the contrary, elections to defer Directors Fees under the Program, and
distributions from the Program, may only be made in a manner and upon an event permitted by §409A
of the Code. To the extent that any provision of the Program would cause a conflict with the
requirements of §409A of the Code, or would cause the administration of the Program to fail to
satisfy the requirements of §409A of the Code, such provision shall be deemed null and void to the
extent permitted by applicable law. Other than on a valid Election Form or Special Election Form,
in no event shall a Non-Management Director, directly or indirectly, designate the calendar year of
payment. Each subaccount maintained for a Non-Management Director for a particular calendar year
shall be deemed as a separate account for purposes of §409A of the Code with respect to subaccounts
for other calendar years.


 


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