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Exhibit 10.3
FOURTH AMENDMENT TO THE
YORK INTERNATIONAL CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
Pursuant to the powers of amendment reserved to the Compensation
Committee under Article X of the York International Corporation Executive
Deferred Compensation Plan (the "Plan"), the Plan is hereby amended, effective
as of October 1, 2000, as follows:
1. Section 6.1 is hereby amended and restated in its entirety to
read as follows:
"6.1 Time and Manner of Distributions. Upon the earliest
of a Participant's termination of employment, ceasing
to be an eligible Outside Director, death, or
attainment of age 70, the Administrative Committee
shall commence payment of the Participant's Account
to the Participant or the Participant's Beneficiary,
as applicable, as soon as practicable thereafter;
provided, however, that the Compensation Committee
may determine in its sole and absolute discretion to
delay payment commencement to any Participant if
necessary to avoid application of the deduction
limitation of section 162(m) of the Code to the
Employer. All distributions will be based on the
value of the Participant's Account measured as of the
Valuation Date immediately preceding the date of the
distribution. Except as provided below, the form of
distribution shall be determined in the sole and
absolute discretion of the Compensation Committee and
shall either be in the form of a single-sum payment
or in substantially equal quarterly, semi-annual or
annual installments (adjusted periodically to reflect
Value Adjustments allocated to the Participant's
Account pursuant to Section 5.2) over a period of
time, not to exceed ten years. However, in the case
of a Participant who is to receive a distribution due
to the attainment of age 70, such Participant may
elect, in the calendar year preceding the year in
which such Participant attains age 70, the form of
distribution (subject to the approval of the
Compensation Committee) from those described above.
In the case of a Participant who attains age 70 in
the year 2000, such election may be made at any time
prior to the Participant's attainment of age 70. In
the event that any Participant's Account is
distributed in installments, the Compensation
Committee may in its sole and absolute discretion at
any point in time during the payout period pay the
remaining balance of the Participant's Account in a
single-sum payment. Upon attainment of age 70, a
Participant shall no longer be permitted to make
future deferrals and shall cease to be eligible to
participate in the Plan."
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2. A new Section 6.5 is added to read as follows:
"6.5. Withdrawal at Age 65. Notwithstanding the provisions
of Section 6.1, a Participant who commences
participating in the Plan on or after October 1,
2000, may make a one time irrevocable election upon
first becoming a Participant to receive a
distribution at age 65 of all or any portion of his
or her Account. Any distributions made under this
Section 6.5 shall be made in the form of a single-sum
payment as soon as practicable after the
Participant's attainment of age 65 and shall be
valued in accordance with Section 6.1."
The York International Corporation Executive Deferred Compensation
Plan, as amended by this Fourth Amendment effective as of October 1, 2000, is
hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the Compensation Committee has caused this Fourth
Amendment to be executed as of this 21st day of September, 2000.
The Compensation Committee of the Board of
Directors of York International Corporation
By: /s/ Malcolm W. Gambill
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Attest:
/s/ Jeffrey D. Gard
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