NQDCP for Salary Deferrals Only

[Guest emcelroy]

A company is experiencing difficult economic times and is short on cash flow. It does, however, believe that in the next couple of years, it will sell either stock or assets to an unrelated purchaser. Effective January 1, 2010, the company wants executives to be able to defer receipt of 50% of their compensation. These amounts will only be paid if a change in control occurs. We will have a single distribution event. Is this permitted under 409A? Also, directors will also defer fees. Is this ok since the directors will have some control over when a change in control occurs. Thanks in advance for your consideration. Ed