Exhibit 10.1



 






EXHIBIT 10.1




TBC CORPORATION




DEFERRED COMPENSATION PLAN FOR DIRECTORS




(EFFECTIVE JANUARY 1, 1989 AND

AMENDED EFFECTIVE JULY 1, 1992 AND

MARCH 2, 2005)




     1. PURPOSE OF THE PLAN. The purpose of this Deferred Compensation Plan (the “Plan”)
is to provide a procedure whereby a member of the Board of Directors (a “Director”) of TBC
Corporation (the “Company”) may defer the payment of all or a specified part of the compensation
payable to him for services as a Director (which, for the purpose of the Plan, shall include
compensation for services as a member of a committee of the Board of Directors).



     2. ELECTION TO DEFER.



     (a) A Director may elect to defer the payment of all or a specified part of the compensation
payable for services as a Director by executing a Director’s Election (the “Election”) and
delivering such Election to the Secretary of the Company. The Election shall be effective as of
the first day of the next succeeding calendar year. In the case, however, of a person who has been
elected to serve a first term as a Director, the Election may be made within 30 days after the date
the person is first elected as a Director. In either such case, the Election shall apply only to
compensation payable for services rendered on or after the effective date of the Election. The
Election shall remain in effect until terminated or changed as provided in this Plan.



     (b) A Director may terminate any Election relating to future services by giving written
notice of termination to the Secretary of the Company. A Director may change any Election relating
to future services by executing a revised Election and delivering such Election to the Secretary of
the Company. Except as provided in subparagraph 2(c), any such termination or change in the amount
to be deferred shall be effective only with respect to compensation payable for services as a
Director on or after the first day of the next succeeding calendar year.



     (c) A Director may change an Election with respect to compensation for services to be
performed during the last three calendar quarters of 2005 by executing an Election and delivering
such Election to the Secretary of the Company on or before March 15, 2005.



     3. DIRECTORS’ ACCOUNTS.



     (a) The Company shall establish and maintain a separate account for each Director who has
elected to defer compensation in which shall be recorded the amount of the Director’s deferred
compensation pursuant to this Plan. The Company shall credit to each such account, on a daily
basis, interest on the amount then credited to such account (including all previous credits to such
account by operation of this subparagraph (a)) computed at an annual rate which is equal to the
average yield for BBB Industrial Bonds, as published in the Standard & Poor’s Corporate and
Government Bond Yield Index (or such similar index as the Compensation Committee of the Board of
Directors shall select) for the month last preceding the beginning of the then current calendar
quarter.



     (b) Each Director’s account shall be solely a memorandum account, and title to and beneficial
ownership of any amounts credited thereto shall at all times remain in the Company. The effect of
a Director’s agreement to defer compensation is simply to create an



 









 





unfunded and unsecured promise to pay deferred compensation to the Director, his estate or the
Director’s beneficiaries, in accordance with the terms of the Plan. Nothing contained in the Plan
and no deferral of payment pursuant to the Plan shall by itself create or be construed to create a
trust of any kind, or a fiduciary relationship of any kind between the Company and any Director,
his estate, or any beneficiary of such Director designated pursuant to paragraph 4(e), or any other
person. 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 the same shall be void.



     4. PAYMENT OF DEFERRED COMPENSATION.



     (a) A Director may receive payment of the total credited to his account (i) in one lump sum
payment at the time he ceases to be a Director, or (ii) in equal annual installments during no more
than the 10 calendar years commencing with the calendar year next following the calendar year in
which he ceases to be a Director, or (iii) in a combination of such lump sum and annual
installments. The method of receiving the amount credited to a Director’s account shall be
specified in the Election executed pursuant to paragraph 2.



     (b) Unless a different manner of payment is selected pursuant to (a) above, payment of the
total amount credited to a Director’s account at the time he ceases to be a Director shall be paid
to him in 10 equal annual installments.



     (c) The first annual installment payment, whether made pursuant to (a) or (b) above, shall be
paid before the fifteenth business day of the calendar year first following the year in which the
Director ceases to be a Director, and subsequent installments shall be paid before the fifteenth
business day of each succeeding calendar year until the entire amount credited to the Director’s
account shall have been paid.



     (d) To each installment payment there shall be added, and paid to the former Director, an
amount equal to the interest credited, since the date of the last previous installment payment, to
the former Director’s account pursuant to paragraph 3(a).



     (e) If all of the payments required by this paragraph 4 shall not have been made to a former
Director prior to his death, then after his death such payments shall be made to such beneficiary
or beneficiaries as he shall have designated on the Election delivered to the Secretary of the
Company or, failing such written designation, to his estate. The Director may, by delivery of a
revised Election to the Secretary of the Company prior to his death, change the payee to whom such
payment is made.



     (f) Notwithstanding the preceding provisions of this paragraph 4, if the total amount
credited to a Director’s account at the time he ceases to be a Director is less than $10,000,
payment of such amount shall be made to him in one lump sum at the time he ceases to be a Director.



     (g) The time and/or manner of payment provided in the Plan or chosen by the Director may be
changed by the Compensation Committee of the Board of Directors, in its sole discretion, but only,
unless the Compensation Committee determines otherwise, in the event of a severe financial hardship
to the Director resulting from a sudden and unexpected illness or accident to the Director, or to a
dependent (as defined in Section 152(a) of the Internal Revenue Code of 1986, as amended (the
“Code”) of the Director, loss of the Director’s property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond the control of
the Director. Notwithstanding the foregoing, the Compensation Committee shall not exercise
discretion to change the time and/or manner of payment, to the extent that such change would invoke
the penalties of Section 409A of the Code.



 









 





     5. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of
the Board of Directors. The decision of the Compensation Committee shall be final and binding with
respect to the interpretation, construction and application of the Plan. Notwithstanding the
foregoing, the Plan is intended to comply with all applicable requirements of Section 409A of the
Code and shall be administered, interpreted and construed to carry out such intention. Any
provision of the Plan that cannot be so administered, interpreted and construed shall be void and
of no effect. The Compensation Committee may refer to the Board of Directors the exercise of any
power, authority or discretion assigned to it in the Plan and, in such case, the decision of the
Board shall have the same effect as that therein ascribed to a decision of the Compensation
Committee. The Secretary of the Company may delegate to any Assistant Secretary any or all of the
functions assigned to the Secretary in the Plan.



     6. AMENDMENT OR TERMINATION. The Board of Directors may amend or terminate the Plan
at any time. No amendment or termination of the Plan shall void an Election already in effect for
the then current calendar year or any preceding calendar year, nor adversely affect the right of a
former Director, his estate or designated beneficiaries to payments in accordance with paragraph 4
of amounts credited to his account prior to such amendment or termination together with amounts
credited thereto subsequent to such amendment or termination pursuant to paragraph 3(a).



     7. NONASSIGNABILITY. No right or benefit under this Plan may be sold, assigned,
alienated, pledged or charged.



 









 





TBC CORPORATION

DEFERRED COMPENSATION PLAN FOR DIRECTORS




Director’s Election




     In accordance with the provisions of the Deferred Compensation Plan for Directors (the “Plan”)
of TBC Corporation (the “Company”), I elect:




     1. To defer ___% of all compensation payable to me for my services as a
Director and as a member of a committee of the Board of Directors of the Company
which are rendered during the calendar year beginning January 1, ___, and
succeeding calendar years.




     2. To receive payment of the amount credited to my deferred compensation
account in the following manner (I have lined out the methods not applicable):




     a. In equal annual installments during the ___(not to exceed 10)
calendar years commencing with the calendar year next following the calendar
year in which I cease to be a Director.




     b. In one lump sum payment at the time I cease to be a Director.




     c. In the following combination of (i) a lump sum at the time I cease
to be a Director and (ii) annual installments commencing with the calendar
year next following the calendar year in which I cease to be a Director:


 -  $__________ in a lump sum;


 -  the balance in ___ (not to exceed 10) equal

annual installments.




     3. To have any payments required by paragraph 2 above which have not been made
to me prior to my death, paid after my death to:



	 	 	 
	 

	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 
	

	 	 
	 
	 	 





			
	 
	 	 
	Date
	 	Signature of Director






     The undersigned, Secretary of the Company, acknowledges receipt of the above election on
_________, ___.



      



			
	
	 	 
	 
	 	Secretary