EXHIBIT 10.15
COMPUTER SCIENCES CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
Purpose
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The purpose of this Supplemental Executive Retirement Plan ("Supplemental
Plan") is to provide retirement benefits to designated officers and key
executives of Computer Sciences Corporation (the "Company") in addition to
retirement benefits that may be payable under the Computer Sciences
Corporation Employee Pension Plan, and in addition to any other retirement
plan (other than the social security system to the extent provided herein)
under which benefits may be payable with respect to such person.
It is intended that this Supplemental Plan be a plan "for a select group
of management or highly compensated employees" as set forth in Section 201(2)
of the Employee Retirement Income Security Act of 1974.
Subject to Article X hereof, benefits under this Supplemental Plan shall
be payable solely from the general assets of the Company and no Participant or
other person shall be entitled to look to any source for payment of such
benefits other than the general assets of the Company.
ARTICLE II
Effective Date/Restatement Date
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The Supplemental Plan was effective as of September 1, 1985. It is hereby
amended and restated effective February 2, 1998.
ARTICLE III
Participants
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No person shall be a Participant in this Supplemental Plan unless (a)
such individual is specifically designated as such in a written instrument
executed by the Chief Executive Officer of the Company (the "Chief Executive
Officer"), and (b) such individual has consented to be governed by the terms
of this Supplemental Plan by execution of a written instrument in form
satisfactory to the Company.
A person shall cease to be a Participant in this Supplemental Plan in the
event of (a) a Plan amendment having such effect, or (b) the occurrence of an
event described in this Supplemental Plan which terminates such participation,
or (c) prior to a Change in Control (as hereinafter defined), the Chief
Executive Officer notifies such person, in writing, of the discontinuance of
such person's participation pursuant to Article XVIII of this Supplemental
Plan. In determining whether any person shall commence or cease to be a
Participant herein, the Chief Executive Officer, acting in such capacity,
shall have complete and unfettered discretion.
ARTICLE IV
Retirement Benefits
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The amount of retirement benefit payable to each Participant upon
Separation from Service (as defined in paragraph (d) below) shall be as
determined in this Article IV.
(a) A Participant who is entitled to receive a benefit under the
Computer Sciences Corporation Employee Pension Plan ("Pension Plan"), shall be
entitled to receive his Excess Benefit under this Supplemental Plan. The
Excess Benefit is the additional monthly amount which the Participant would
otherwise be entitled to receive under the Pension Plan as if the Participant
had elected the normal form of life annuity payment option under the Pension
Plan except for the limitations imposed by Sections 401(a)(17) and 415 of the
Internal Revenue Code, as amended. In addition to the benefit described in
this paragraph (a), a benefit as described in paragraph (b) following shall be
payable to the Participant.
(b) Each Participant, upon Separation from Service on or after
attainment of age sixty-two (62) (the "Retirement Date"), shall receive an
amount as determined under this paragraph (b) which is payable monthly in the
form of a life annuity. The amount payable shall be equal to one-twelfth
(1/12) of fifty percent (50%) of the Participant's Average Base Salary Rate
(as defined in paragraph (d) below) reduced by the amount determined under
paragraph (c) below and, as applicable, paragraph (e) below.
(c) The amount determined under this paragraph (c) shall generally be
equal to the primary social security benefit paid or payable to the
Participant at the time benefits commence under this Supplemental Plan,
whether or not the Participant is denied social security benefits because of
other income or voluntarily forgoes social security income. However, where a
Participant commences to receive benefits under this Supplemental Plan prior
to attaining the minimum age (the "Minimum Social Security Age") at which he
will be entitled to commence receiving social security benefits (currently age
sixty-five (65)), his benefits under this Plan shall be reduced by the amount
of social security benefits it is estimated he would be entitled to receive
monthly. The estimated social security benefit will be calculated based on the
Participant's compensation through his Separation from Service date as though
he were the Minimum Social Security Age on such date, and in accordance with
social security rules in effect at the time of his Separation from Service.
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(d) The term "Base Salary Rate" means the annual salary rate of a
Participant exclusive of overtime, bonus, incentive or any other type of
special compensation. The term "Average Base Salary Rate" means the average of
the highest three (3) of the last five (5) Base Salary Rates of a Participant
which are the Base Salary Rates in effect on his Retirement Date and on the
same day and month for each of the four (4) years (or the period of Continuous
Service if fewer than four (4) years) immediately preceding the Retirement
Date.
Unless otherwise determined in writing with respect to a Participant by
the Chief Executive Officer, the term "Continuous Service" means the period of
service without interruption of a person commencing as of the date of hire of
such person by the Company or an Affiliate and ending on the date of
separation from service for any reason from the Company and all Affiliates
("Separation from Service"). The term "Affiliate" means a corporation or other
entity of which fifty-one percent (51%) or more of the capital stock or
capital or profits interest (in the case of a noncorporate entity) is directly
or indirectly owned by the Company. A medical leave of absence not exceeding
twelve (12) months authorized by a Company written policy or any other leave
of absence authorized by a Company written policy or approved in writing by
the Chief Executive Officer shall not be deemed an interruption in Continuous
Service or a Separation from Service.
In the event the Company acquires a corporation or other entity
("Acquisition"), and any employee of the Acquisition, by written determination
of the Chief Executive Officer of the Company, becomes a Participant in the
Supplemental Plan, such Participant's period of Continuous Service shall
commence no sooner than the date the Acquisition becomes an Affiliate of the
Company unless the Company's Chief Executive Officer otherwise determines and
so confirms in writing.
(e) If upon Separation from Service on or after attaining age sixty-two
(62), or upon the granting of a special early separation benefit pursuant to
paragraph (b) of Article V, a Participant has fewer than twelve (12) years of
Continuous Service, the benefit otherwise payable under this Supplemental Plan
shall be proportionately reduced, except for the benefit payable under
paragraph (a) of this Article IV which shall not be reduced. By way of
example, if a Participant otherwise entitled to benefits hereunder commencing
at age sixty-two (62) has completed only ten (10) years of Continuous Service
upon attainment of age sixty-two (62), such Participant's benefit shall be
10/12, or 83.33%, of the benefit otherwise payable hereunder.
Unless expressly determined to the contrary in writing by the Chief
Executive Officer, no period of service completed by a person after attainment
of age sixty-five (65) and no adjustment to any person's Base Salary Rate
which occurs after attainment of age sixty-five (65) shall be taken into
account in computing benefits hereunder.
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ARTICLE V
Eligibility for Benefits
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(a) Participants shall become eligible to commence receiving retirement
benefits under this Supplemental Plan after Separation from Service on or
after attaining age sixty-two (62) and such benefits shall be calculated in
accordance with the provisions of Article IV. Except as otherwise provided in
paragraph (a) of Article IV and in Articles VII, IX and X, no Participant in
this Supplemental Plan shall have any vested interest in or right to receive a
benefit hereunder until attainment of the age of sixty-two (62). Unless
otherwise determined in writing by the Chief Executive Officer, any
interruption in the Continuous Service of a Participant herein prior to the
attainment of age sixty-two (62) shall terminate the participation in this
Supplemental Plan of such Participant, and no benefit shall be payable to or
with respect to such Participant.
(b) In the sole and unfettered discretion of the Chief Executive
Officer, a Participant whose Separation from Service occurs prior to
attainment of age sixty-two (62) may qualify for a special early separation
benefit, payable monthly as calculated in accordance with the provisions of
Article IV, except as follows:
(i) For purposes of determining the Participant's Base Salary
Rate, the Average Base Salary Rate and the number of years of Continuous
Service completed by the Participant, the Participant's date of Separation
from Service shall apply instead of the date of the Participant's attainment
of age sixty-two (62); and
(ii) For each twelve (12) month period by which the date of
commencement of the Participant's benefit precedes the Participant's sixty-
second (62nd) birthday, the benefit otherwise payable shall be reduced by five
percent (5%), except for the benefit payable under paragraph (a) of Article IV
which shall not be reduced. Proportionate fractional reduction shall be used
for periods of fewer than twelve (12) months.
ARTICLE VI
Form of Benefit Payments
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(a) Except as provided in Article VII, benefits payable based on the
calculations in Article IV of this Supplemental Plan shall be paid monthly for
the life-time of the Participant (unless an optional form is selected under
paragraphs (b) or (c) of this Article VI). Upon the death of the Participant,
benefits shall continue to be paid to the Participant's spouse for the
lifetime of such spouse at the rate of fifty percent (50%) of Participant's
benefit, provided certain conditions are met. The conditions of such Spousal
Benefit are (1) that the spouse shall be married to the Participant as of the
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date of the Participant's Separation from Service and (2) the spouse shall be
no more than five years younger than the Participant. In the event the spouse
is more than five years younger than the Participant, the Participant may
elect to receive benefit payments in the form of a joint and survivor option
as described in paragraph (c) following.
(b) Any Participant, who before September 1, 1993 has commenced to
receive benefits and has not made a written election to receive an annuity
pursuant to paragraph (a) preceding or paragraph (c) following, shall be
entitled to one hundred twenty (120) monthly benefit payments in the amount
specified in paragraph (b) of Article IV preceding and a life annuity of the
Excess Benefit as defined in paragraph (a) of Article IV preceding. If a
Participant, who before September 1, 1993, has commenced to receive benefits
and has not made a written election to receive an annuity pursuant to
paragraph (a) preceding or paragraph (c) following, dies after Separation from
Service and before receiving one hundred and twenty (120) monthly benefit
payments, the remainder of the one hundred and twenty (120) monthly benefit
payments shall be made to the Participant's designated beneficiary or, if no
such beneficiary is then living or no such beneficiary can be located, to the
Participant's estate. In the event a Participant has made a written election,
prior to September 1, 1993, to receive an annuity pursuant to paragraph (a)
preceding or paragraph (c) following, no benefit shall be payable under this
paragraph (b), except that any Excess Benefit under the Pension Plan, as
provided in paragraph (a) of Article IV, shall be payable at the rate of fifty
percent (50%) thereof to the Participant's spouse.
(c) In the event that the Participant's spouse is more than five years
younger than Participant, at any time prior to the later of September 1, 1993
or the commencement of benefits under this Supplemental Plan, a Participant
may, in lieu of receiving benefits in the form described in paragraph (a) of
this Article VI, elect to receive benefit payments under this Supplemental
Plan in the form of a joint and survivor option providing monthly benefits for
the lifetime of the Participant with a stipulated percentage of such amount
continued after the Participant's death to the spouse to whom the Participant
is married as of the date of the Participant's Separation from Service, for
the lifetime of such spouse. The amount of monthly payments available under
this option shall be determined by reference to factors such as the
Participant's life expectancy, the life expectancy of the Participant's
spouse, prior benefits received under the Supplemental Plan, and the
percentage of the Participant's monthly benefit which is continued after the
Participant's death to the Participant's spouse, so that the value of the
joint and survivor option is the actuarial equivalent of the benefits
otherwise payable under paragraph (a) (or paragraph (b) if the Participant has
elected coverage under paragraph (b) preceding) of this Article VI inclusive
of the Participant and the spousal fifty percent (50%) survivor benefits,
which shall be calculated assuming the Participant's spouse was exactly five
years younger than Participant. In determining the monthly amount payable
under the joint and survivor option with respect to any Participant, the
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Company may rely upon such information as it, in its sole discretion, deems
reliable, including but not limited to, the opinion of an enrolled actuary or
annuity purchase rates quoted by an insurance company licensed to conduct an
insurance business in the State of California. The election of a joint and
survivor option is irrevocable after benefit payments have commenced, and the
monthly amount payable during the lifetime of the Participant shall in no
event be adjusted by reason of the death of the Participant's spouse prior to
the death of the Participant, or by reason of the dissolution of the marriage
between the Participant and such spouse, or for any other reason.
ARTICLE VII
Pre-retirement Death Benefits
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In the event of the death of a Participant hereunder during a period of
Continuous Service and participation in this Supplemental Plan, the
beneficiary or the spouse of the Participant shall be entitled to benefits as
provided below in paragraphs (a) and (b):
(a) Participant's spouse shall be entitled to a fifty percent (50%) or
the actuarial equivalent spousal benefit (as determined pursuant to Article
VI, paragraphs (a) or (c), as applicable), attributable to Participant's
Excess Benefit under the Pension Plan provided the Participant is entitled to
receive a benefit under the Pension Plan.
(b) At the written election of the Participant, either a benefit under
paragraph (i) below or a benefit under paragraph (ii) below shall be paid by
the Company. Such election shall be signed by the Participant and notarized
and, if the Participant is married at the time of election, the election must
also be signed by the Participant's spouse and notarized. The latest election
on file in the Company's records shall be controlling.
(i) A lump sum death benefit shall be payable by the Company to
the Participant's designated beneficiary or, if no such beneficiary is then
living or no such beneficiary can be located, to the Participant's estate. The
amount of such death benefit shall be two (2) times the Participant's Base
Salary Rate in effect on the date of the Participant's death. On the written
request of a beneficiary but subject to the approval in writing of the Chief
Executive Officer, the amount payable under this paragraph (b)(i) may be paid
to a beneficiary in monthly or other installments over a period not exceeding
one hundred and twenty (120) months.
(ii) Participant's spouse shall receive a spousal fifty percent
(50%) or the actuarial equivalent spousal benefit (as determined pursuant to
Article Vl, paragraphs (a) or (c), as applicable), as provided for in
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paragraph (a) preceding and in Article IV and Article VI. In the event a
Participant is not married at the time of Participant's death and the
Participant has elected the fifty percent (50%) spousal benefit, a lump sum
death benefit shall be payable in accordance with paragraph (b)(i) preceding.
No benefits shall be payable under this Article VII if the Participant's
death occurs as a result of an act of suicide within twenty-five (25) months
after commencement of participation in this Supplemental Plan.
ARTICLE VIII
No Disability Benefits
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No disability benefit is payable under this Supplemental Plan.
ARTICLE IX
Right to Amend, Modify, Suspend or Terminate Plan
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By action of the Company's Board of Directors, the Company may amend,
modify, suspend or terminate this Supplemental Plan without further liability
to any employee or former employee or any other person. Notwithstanding the
preceding sentence:
(a) this Supplemental Plan may not be amended, modified, suspended or
terminated as to a Participant whose Separation from Service has occurred and
who is entitled to receive or has commenced to receive benefits under this
Supplemental Plan, without the express written consent of such Participant or,
if deceased, such Participant's designated beneficiary or, if no beneficiary
is then living or if no beneficiary can be located, such Participant's legal
representative; and
(b) following a Change in Control (as defined in Article X), this
Supplemental Plan may not be amended, modified, suspended or terminated as to
any Participant who was a Participant prior to such Change in Control, without
the express written consent of such Participant.
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ARTICLE X
Change in Control
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The term "Change in Control" means, after the effective date of this
Supplemental Plan, (a) the acquisition by any person, entity or group (as
defined in Section 13(d)3 of the Securities Exchange Act of 1934, as amended)
as beneficial owner, directly or indirectly, of securities of the Company
representing twenty percent (20%) or more of the combined voting power of the
then outstanding securities of the Company, (b) a change during any period of
two (2) consecutive years of a majority of the Board of Directors as
constituted as of the beginning of such period, unless the election of each
director who was not a director at the beginning of such period was approved
by vote of at least two-thirds of the directors then in office who were
directors at the beginning of such period, (c) a sale of substantially all of
the property and assets of the Company, (d) a merger, consolidation,
reorganization or other business combination to which the Company is a party
and the consummation of which results in the outstanding voting securities of
the Company being exchanged for or converted into cash, property and/or
securities not issued by the Company, (e) a merger, consolidation,
reorganization or other business combination to which the Company is a party
and the consummation of which does not result in the outstanding voting
securities of the Company being exchanged for or converted into cash, property
and/or securities not issued by the Company, provided that the outstanding
voting securities of the Company immediately prior to such business
combination (or, if applicable, the securities of the Company into which such
voting securities are converted as a result of such business combination)
represent less than 50% of the voting power of the Company immediately
following such business combination, or (f) any other event constituting a
change in control of the Company for purposes of Schedule 14A of Regulation
14A under the Securities Exchange Act of 1934.
In the event a Participant who was a Participant as of the date of a
Change in Control either (a) has an involuntary Separation from Service for
any reason (which, for purposes of this Article X, shall include a voluntary
Separation from Service for Good Reason, as hereinafter defined) within
thirty-six full calendar months following such Change in Control, or (b) has a
voluntary Separation from Service for any reason other than Good Reason
(including the death of the Participant) more than twelve (12) full calendar
months after, but within thirty-six (36) full calendar months following, such
Change in Control, such Participant shall be entitled to receive immediately
upon such Separation from Service benefits hereunder in accordance with
Articles IV, Vl and Vll, as applicable, without regard to approval by the
Chief Executive Officer or any other person(s). Such benefits shall be
calculated as if, on the date of such Separation from Service, the Participant
(i) had completed a number of years of Continuous Service equal to the greater
of twelve (12) or the actual number of years of his or her Continuous Service,
and (ii) had attained an age equal to the greater of sixty-two (62) or his or
her actual age.
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For purposes of this Supplemental Plan, a Participant's voluntary
Separation from Service shall be deemed to be for "Good Reason" if it occurs
within six months of any of the following without the Participant's express
written consent:
(a) a substantial change in the nature, or diminution in the status, of
the Participant's duties or position from those in effect immediately prior to
the Change in Control;
(b) a reduction by the Company in the Participant's annual base salary
as in effect on the date of a Change in Control or as in effect thereafter if
such compensation has been increased and such increase was approved prior to
the Change in Control;
(c) a reduction by the Company in the overall value of benefits provided
to the Participant, as in effect on the date of a Change in Control or as in
effect thereafter if such benefits have been increased and such increase was
approved prior to the Change in Control (as used herein, "benefits" shall
include all profit sharing, retirement, pension, health, medical, dental,
disability, insurance, automobile, and similar benefits);
(d) a failure to continue in effect any stock option or other equity-
based or non-equity based incentive compensation plan in effect immediately
prior to the Change in Control, or a reduction in the Participant's
participation in any such plan, unless the Participant is afforded the
opportunity to participate in an alternative incentive compensation plan of
reasonably equivalent value;
(e) a failure to provide the Participant the same number of paid
vacation days per year available to him prior to the Change in Control, or any
material reduction or the elimination of any material benefit or perquisite
enjoyed by the Participant immediately prior to the Change in Control;
(f) relocation of the Participant's principal place of employment to any
place more than 35 miles from the Participant's previous principal place of
employment;
(g) any material breach by the Company of any stock option or restricted
stock agreement; or
(h) conduct by the Company, against the Participant's volition, that
would cause the Participant to commit fraudulent acts or would expose the
Participant to criminal liability;
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provided that for purposes of clauses (b) through (e) above, "Good Reason"
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shall not exist (A) if the aggregate value of all salary, benefits, incentive
compensation arrangements, perquisites and other compensation is reasonably
equivalent to the aggregate value of salary, benefits, incentive compensation
arrangements, perquisites and other compensation as in effect immediately
prior to the Change in Control, or as in effect thereafter if the aggregate
value of such items has been increased and such increase was approved prior to
the Change in Control, or (B) if the reduction in aggregate value is due to
reduced performance by the Company, the business unit of the Company for which
the Participant is responsible, or the Participant, in each case applying
standards reasonably equivalent to those utilized by the Company prior to the
Change in Control.
Not later than the occurrence of a Change in Control, the Company shall
cause to be transferred to a grantor trust described in Section 671 of the
Internal Revenue Code, assets equal in value to all accrued obligations under
this Supplemental Plan as of one day following a Change in Control, in respect
of both active employees of the Company and retirees as of that date. Such
trust by its terms shall, among other things, be irrevocable. The value of
liabilities and assets transferred to the trust shall be determined by one or
more nationally recognized firms qualified to provide actuarial services as
described in Section 4 of the Computer Sciences Corporation Severance Plan for
Senior Management and Key Employees. The establishment and funding of such
trust shall not affect the obligation of the Company to provide supplemental
pension payments under the terms of this Supplemental Plan to the extent such
benefits are not paid from the trust.
ARTICLE XI
No Assignment
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Benefits under this Supplemental Plan may not be assigned or alienated
and shall not be subject to the claims of any creditor.
ARTICLE XII
Administration
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This Supplemental Plan shall be administered by the Chief Executive
Officer or by such other person or persons to whom the Chief Executive Officer
may delegate functions hereunder. With respect to all matters pertaining to
this Supplemental Plan, the determination of the Chief Executive Officer or
his designated delegate shall be conclusive and binding. The Chief Executive
Officer shall be eligible to participate in this Supplemental Plan in the same
manner as any other employee; provided, however, that the designation of the
Chief Executive Officer as a Participant and any other action provided herein
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with respect to the Chief Executive Officer's participation shall be taken by
the Compensation Committee of the Board of Directors of the Company.
ARTICLE XIII
Release
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In connection with any benefit or benefit payment under this Supplemental
Plan, or the designation of any beneficiary or any election or other action
taken or to be taken under the Supplemental Plan by any Participant or any
other person, the Company, acting through its Chief Executive Officer or his
delegate, may require such consents or releases as are reasonable under the
circumstances, and further may require any such designation, election or other
action to be in writing and in form reasonably satisfactory to the Chief
Executive Officer or his delegate.
ARTICLE XIV
No Waiver
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The failure of the Company, the Chief Executive Officer or any other
person acting on behalf thereof to demand a Participant or other person
claiming rights with respect to a Participant to perform any act which such
person is or may be required to perform hereunder shall not constitute a
waiver of such requirement or a waiver of the right to require such act. The
exercise of or failure to exercise any discretion reserved to the Company, its
Chief Executive Officer or his delegate, to grant or deny any benefit to any
Participant or other person under this Supplemental Plan shall in no way
require the Company, its Chief Executive Officer or his delegate to similarly
exercise or fail to exercise such discretion with respect to any other
Participant.
ARTICLE XV
No Contract
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This Supplemental Plan is strictly a voluntary undertaking on the part of
the Company and, except with respect to the obligations of the Company upon
and following a Change in Control, which shall be absolute and unconditional,
shall not be deemed to constitute a contract or part of a contract between the
Company (or an Affiliate) and any employee or other person, nor shall it be
deemed to give any employee the right to be retained for any specified period
of time in the employ of the Company (or an Affiliate) or to interfere with
the right of the Company (or an Affiliate) to discharge or retire any employee
at any time, nor shall this Supplemental Plan interfere with the right of the
Company (or an Affiliate) to establish the terms and conditions of employment
of any employee.
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ARTICLE XVI
Indemnification
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The Company shall defend, indemnify and hold harmless the Officers and
Directors of the Company acting in their capacity as such (and not as
Participants herein) from any and all claims, expenses and liabilities arising
out of their actions or failure to act hereunder, excluding fraud or willful
misconduct.
ARTICLE XVII
Claim Review Procedure
----------------------
Benefits will be provided to each Participant or beneficiary as specified
in this Supplemental Plan. If such person (a "Claimant") believes that he has
not been provided with benefits due under this Supplemental Plan, then he may
file a request for review under this procedure with the Company's Vice
President of Human Resources or Chief Financial Officer, as the Claimant may
elect, within ninety (90) days after the date he should have received such
benefits. If the Claimant files such a request with the Company's Vice
President of Human Resources or Chief Financial Officer and that claim is
denied, in whole or in part, then, within thirty (30) calendar days after
making that request, the Company's officer with whom the Claimant shall have
filed a request for review shall notify the Claimant of the specific reasons
for the denial with specific references to pertinent Supplemental Plan
provisions on which the denial is based. At that time the Claimant will be
advised of his right to appeal that determination and given a description of
any additional material or information necessary for the Claimant to perfect
an appeal, an explanation of why such material or information is necessary,
and an explanation of the Supplemental Plan's review and appeal procedure.
A Claimant may appeal from a denial by submitting a written statement to
the Plan Appeal Committee within sixty-five (65) calendar days after receiving
the notice of denial:
(a) requesting a review by the Plan Appeal Committee of the claim;
(b) setting forth all of the grounds upon which the request for review
is based and any facts in support thereof; and
(c) setting forth any issues or comments which the Claimant deems
relevant to the claim.
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The Plan Appeal Committee shall be the Board of Directors of the Company
or its Compensation Committee or any other duly authorized committee thereof,
or any committee appointed by any such committee.
The Plan Appeal Committee shall act upon an appeal within ninety (90)
days or one hundred eighty (180) days in unusual circumstances, if the Plan
Appeal Committee in its reasonable discretion finds that such unusual
circumstances exist, after the later of its receipt of the appeal or its
receipt of all additional material reasonably requested by the Plan Appeal
Committee. The Plan Appeal Committee shall review the claim and all written
materials submitted by the Claimant, and may require him to submit, within
(10) days of its written notice, such additional facts, documents, or other
evidence as the Plan Appeal Committee in its sole discretion deems necessary
or advisable in making such a review. On the basis of its review, the Plan
Appeal Committee shall make an independent good faith determination with
respect to the Claimant's claim.
If the Plan Appeal Committee denies a claim in whole or in part, the
Committee shall give the Claimant written notice of its decision setting forth
the specific reasons for the denial and specific references to the pertinent
Supplemental Plan provisions on which its decision was based.
ARTICLE XVIII
Termination of Benefits and Participation
-----------------------------------------
Prior, but only prior to a Change in Control, the retirement benefits
payable to any Participant under this Supplemental Plan, and the participation
of such Participant in this Supplemental Plan, may be terminated if in the
judgment of the Chief Executive Officer, upon the advice of counsel, such
Participant, directly or indirectly:
(a) breaches any obligation to the Company under any agreement relating
to assignment of inventions, disclosure of information or data, or similar
matters; or
(b) competes with the Company, or renders competitive services (as a
director, officer, employee, consultant or otherwise) to, or owns more than a
5% interest in, any person or entity that competes with the Company; or
(c) solicits, diverts or takes away any person who is an employee of the
Company or advises or induces any employee to terminate his or her employment
with the Company; or
(d) solicits, diverts or takes away any person or entity that is a
customer of the Company, or advises or induces any customer or potential
customer not to do business with the Company; or
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(e) discloses to any person or entity other than the Company, or makes
any use of, any information relating to the technology, know-how, products,
business or data of the Company or its subsidiaries, suppliers, licensors or
customers, including but not limited to the names, addresses and special
requirements of the customers of the Company.
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