Exhibit 10-K
JERSEY CENTRAL POWER AND LIGHT COMPANY
SUPPLEMENTAL AND EXCESS BENEFITS PLAN
As Amended, Effective August 1, 1996
TABLE OF CONTENTS
Page
Foreword 3
Section 1 - Definitions 3
Section 2 - Application and Basis of the Plan 7
Section 3 - Payment of Benefits 8
Section 4 - Administration 14
Section 5 - Amendment and Termination 15
JERSEY CENTRAL POWER AND LIGHT COMPANY
SUPPLEMENTAL AND EXCESS BENEFITS PLAN
(As amended effective August 1, 1996)
Foreword
Effective as of January l, 1988, Jersey Central Power & Light
Company (referred to in this document as the "Company")
established a supplemental pension plan for the benefit of
certain of its employees. This Jersey Central Power & Light
Company Supplemental and Excess Benefits Plan (the "Plan") is a
continuation of that plan as adopted effective January 1, 1988.
The Plan, as set forth herein, is applicable to all employees of
the Company who meet the requirements described in this Plan and
who are actively employed by the Company after August 1, 1996.
The benefits of any employee who ceased employment with the
Company, by retirement, death, or otherwise, prior to August 1,
1996 are determined in accordance with the terms of the
applicable predecessor to this Plan as in effect at the time of
such cessation of employment, except that the provisions of
Section 1.11 are retroactive and apply to any employee who ceased
employment on or after January 1, 1989.
It is intended that the "excess benefits" provided under the Plan
be an "excess benefits plan" as that term is defined in Section
3(36) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and that the "supplemental benefits" provided
under the Plan be a deferred compensation plan for "a select
group of management or highly compensated employees" as that term
is used in ERISA.
One purpose of the Plan is to provide participants of the Jersey
Central Power & Light Company Employee Pension Plan ("Pension
Plan") and the Jersey Central Power & Light Company Plan For
Retirement Annuities ("PRA") and their surviving spouses with the
amount of company-provided benefits that would have been provided
to them under the Pension Plan or the PRA but for the limitation
on benefits imposed under Section 415 of the Internal Revenue
Code, as amended.
The second purpose of the Plan is to provide elected officers and
certain other highly compensated employees of the Company and
their surviving spouses with the amount of company-provided
benefits that would have been provided to them under the Pension
Plan but for the following:
(a) the limitation on Earnings for purposes of the Pension Plan
imposed by Section 401(a)(17) of such Code, as amended, and
(b) the exclusion, from Earnings under the Pension Plan, of any
compensation deferred under the Deferred Compensation Plan.
Except to the extent otherwise indicated or inappropriate, the
Pension Plan is incorporated by reference.
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SECTION 1
Definitions
1.1 Except to the extent otherwise indicated, the definitions
contained in Section l of the Pension Plan are applicable
under the Plan.
1.2 Board of Directors: The term Board of Directors shall mean
the Board of Directors of the Company.
1.3 Change in Control: The term Change in Control shall mean
the occurrence during the term of the Plan of:
(1) An acquisition (other than directly from GPU, Inc.
(the "Corporation")) of any common stock of the Corporation
("Common Stock") or other voting securities of the
Corporation entitled to vote generally for the election of
directors (the "Voting Securities") by any "Person" (as the
term person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), immediately after which such Person has
"Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%)
or more of the then outstanding shares of Common Stock or
the combined voting power of the Corporation's then
outstanding Voting Securities; provided, however, in
determining whether a Change in Control has occurred, Voting
Securities which are acquired in a "Non-Control Acquisition"
(as hereinafter defined) shall not constitute an acquisition
which would cause a Change in Control. A "Non-Control
Acquisition" shall mean an acquisition by (A) an employee
benefit plan (or a trust forming a part thereof) maintained
by (i) the Corporation or (ii) any corporation or other
Person of which a majority of its voting power or its voting
equity securities or equity interest is owned, directly or
indirectly, by the Corporation (for purposes of this
definition, a "Subsidiary"), (B) the Corporation or its
Subsidiaries, or (C) any Person in connection with a "Non-
Control Transaction" (as hereinafter defined);
(2) The individuals who, as of August 1, 1996, are
members of the board of directors of the Corporation (the
"Incumbent Board"), cease for any reason to constitute at
least seventy percent (70%) of the members of the board of
directors of the Corporation; provided, however, that if the
election, or nomination for election by the Corporation's
shareholders, of any new director was approved by a vote of
at least two-thirds of the Incumbent Board, such new
director shall, for purposes of this Plan, be considered as
a member of the Incumbent Board; provided further, however,
that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office
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as a result of either an actual or threatened "Election
Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than
the board of directors of the Corporation (a "Proxy
Contest") including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest; or
(3) The consummation of:
(A) A merger, consolidation or reorganization
involving the Corporation, unless such merger, consolidation
or reorganization is a "Non-Control Transaction." A "Non-
Control Transaction" shall mean a merger, consolidation or
reorganization of the Corporation where:
(i) the shareholders of the Corporation,
immediately before such merger, consolidation or
reorganization, own directly or indirectly immediately
following such merger, consolidation or reorganization, at
least sixty percent (60%) of the combined voting power of
the outstanding voting securities of the corporation
resulting from such merger or consolidation or
reorganization (the "Surviving Corporation") in
substantially the same proportion as their ownership of the
Voting Securities immediately before such merger,
consolidation or reorganization,
(ii) the individuals who were members of
the Incumbent Board immediately prior to the execution of
the agreement providing for such merger, consolidation or
reorganization constitute at least seventy percent (70%) of
the members of the board of directors of the Surviving
Corporation, or a corporation, directly or indirectly,
beneficially owning a majority of the Voting Securities of
the Surviving Corporation, and
(iii) no Person other than (w) the
Corporation, (x) any Subsidiary, (y) any employee benefit
plan (or any trust forming a part thereof) that, immediately
prior to such merger, consolidation or reorganization, was
maintained by the Corporation or any Subsidiary, or (z) any
Person who, immediately prior to such merger, consolidation
or reorganization had Beneficial Ownership of twenty percent
(20%) or more of the then outstanding Voting Securities or
common stock of the Corporation, has Beneficial Ownership of
twenty percent (20%) or more of the combined voting power of
the Surviving Corporation's then outstanding voting
securities or its common stock.
(B) A complete liquidation or dissolution of the
Corporation; or
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(C) The sale or other disposition of all or
substantially all of the assets of the Corporation to any
Person (other than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control
shall not be deemed to occur solely because any Person (the
"Subject Person") acquired Beneficial Ownership of more than
the permitted amount of the then outstanding Common Stock or
Voting Securities as a result of the acquisition of Common
Stock or Voting Securities by the Corporation which, by
reducing the number of shares of Common Stock or Voting
Securities then outstanding, increases the proportional
number of shares Beneficially Owned by the Subject Persons,
provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the
acquisition of shares of Common Stock or Voting Securities
by the Corporation, and after such share acquisition by the
Corporation, the Subject Person becomes the Beneficial Owner
of any additional shares of Common Stock or Voting
Securities which increases the percentage of the then
outstanding shares of Common Stock or Voting Securities
Beneficially Owned by the Subject Person, then a Change in
Control shall occur.
1.4 Company: The word Company shall have the meaning indicated
in the Foreword.
1.5 Deferred Compensation Plan: The term Deferred Compensation
Plan shall mean the GPU System Companies Deferred
Compensation Plan, as adopted by the Company.
1.6 Earnings: The term Earnings shall mean an Employee's
"Earnings" as defined in the Pension Plan.
1.7 Excess Benefit: The term Excess Benefit shall mean the
excess, if any, of (i) each pension benefit which would be
payable to an Employee or to the Employee's surviving spouse
under the Pension Plan if the limitations on benefits
imposed by Section 18.1 of the Pension Plan were not
applicable over (ii) each pension benefit payable under the
Pension Plan.
1.8 Incentive Compensation Plan: The term Incentive
Compensation Plan shall mean the Company's Employee
Incentive Compensation Plan or its Incentive Compensation
Plan for Elected Officers or Annual Performance Award Plan.
1.9 Pension Plan: The term Pension Plan shall have the meaning
indicated in the Foreword.
1.10 Plan: The term Plan shall have the meaning indicated in the
Foreword.
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1.11 Supplemental Benefit: The term Supplemental Benefit shall
mean the excess, if any, of (i) each pension benefit that
would be payable to an Employee or to an Employee's
surviving spouse under the Pension Plan if all amounts of
base compensation or Incentive Compensation Plan awards
deferred under the Deferred Compensation Plan were included
in Earnings (and if the limitations on benefits imposed by
Section 18.1 of the Pension Plan and on Earnings imposed by
Section 401(a)(17) of the Internal Revenue Code were not
applicable) over (ii) the sum of (a) each pension benefit
payable under the Pension Plan and (b) any Excess Benefit
payable under this Plan.
For purposes of clause (i) of this Section 1.11, any
amount of base compensation deferred under the Deferred
Compensation Plan shall be treated as Earnings for the
period in which such amount would have been paid to the
Employee in cash if the Employee had not elected to defer
such amount, and the amount of any award made to an Employee
under the Incentive Compensation Plan and deferred under the
Deferred Compensation Plan shall be treated as Earnings for
the period corresponding to the Performance Period for which
such award is made to the Employee. No amount of base
compensation so deferred, and no amount awarded under the
Incentive Compensation Plan, shall be treated as Earnings
for any period other than the period determined under the
preceding sentence.
For purposes of clause (i) of this Section 1.11, the
amount of any additional years of Creditable Service
determined in accordance with Section 5.9 of the Pension
Plan will be recalculated by replacing the Employee's annual
base salary rate of Earnings as of April 1, 1989 by (a) for
purposes of calculating projected Basic Pensions, the
product of (i) such rate before any reductions on account of
the Deferred Compensation Plan times (ii) 1.0 plus the
target award percentage as described under the Incentive
Compensation Plan and (b) for purposes of calculating the
accumulation of contributions of 2.25% or 2.10% of
compensation, such rate before any reductions on account of
the Deferred Compensation Plan.
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SECTION 2
Application and Basis of the Plan
2.1 The Plan shall be applicable (i) in the case of the Excess
Benefit, to each Employee described in Section 2.1 of the
Pension Plan and (ii) in the case of the Supplemental
Benefit, to each Employee described in clause (i) who is an
elected officer of the Company and to each other Employee
described in clause (i) who for any calendar year has
Earnings (plus any Incentive Compensation Plan awards
deferred) in excess of the amount of compensation for such
year that can be taken into account for purposes of the
Pension Plan pursuant to Section 401(a)(17) of the Code.
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SECTION 3
Payment of Benefits
3.1 The Company shall pay to each Employee to whom this Plan is
applicable, or to the surviving spouse of any such Employee,
the Excess Benefit and/or the Supplemental Benefit
determined for such Employee or surviving spouse under
Sections 1.7 and 1.11 hereof.
3.2 (a) The Excess Benefit and/or Supplemental Benefit payable
hereunder to an Employee or the Employee's surviving spouse
shall commence to be paid:
(i) on the first of the month following the
Employee's retirement, if the Employee retires in
accordance with Section 3.1, 3.2, 3.3 or 3.4 of the
Pension Plan,
(ii) on Normal Retirement Date, if the Employee
becomes entitled to benefits in accordance with Section
3.5 of the Pension Plan, or
(iii) in the case of a Benefit which becomes
payable hereunder to an Employee's surviving spouse on
account of the Employee's death before the Employee has
received any Benefit payment hereunder, on the earliest
date as of which payment of such spouse's Basic Pension
under the applicable provisions of Section 9 of the
Pension Plan could commence, without regard to any
election by such spouse to defer the commencement of
payment of such Basic Pension.
(b) The Excess and/or Supplemental Benefit payable
hereunder to the Employee shall be paid in the form of a
single life annuity, unless the Employee is married on the
date on which payment of such Benefit is to commence under
Section 3.2(a) above, in which event it shall be paid in the
same form as Option 2, as described in Section 10.1 of the
Pension Plan, with the Employee's spouse as the beneficiary
thereunder.
(c) Notwithstanding the preceding provisions of this
Section 3.2, an Employee may elect (i) to delay commencement
of his or her Excess and Supplemental Benefits to a
specified date after the date applicable under Section
3.2(a) but not later than the Employee's Normal Retirement
Date, or (ii) in the case of any Employee who becomes
entitled to benefits in accordance with Section 3.5 of the
Pension Plan, to accelerate commencement of his or her
Excess and Supplemental Benefits to a specified date before
the date applicable under Section 3.2(a) but not earlier
than the first day of the month immediately following his or
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her 55th birthday, and/or (iii) to be paid his or her Excess
and Supplemental Benefits in any form permitted (without
regard to any requirements for spousal consent) under the
Pension Plan other than the form applicable under Section
3.2(b).
Any such election shall be made in writing, on a
form furnished to the Employee for such purpose by the
Administrative Committee. The form shall be signed by the
Employee and delivered to the Administrative Committee. An
election under this Section 3.2(c) shall not be effective
unless received by the Administrative Committee at least
twenty-four months prior to the Employee's retirement or
other termination of employment.
(d) If payment of Excess and/or Supplemental Benefits
commences earlier or later than payment of Pension Plan
benefits, the amount of the Excess and/or Supplemental
Benefits to be paid hereunder shall be determined as though
payment of Pension Plan benefits commenced on the same date
as payment of such Benefits commences, except that no
increase in the dollar limitation of section 415(b)(1)(A) of
the Code occurring after payment of Pension Plan benefits
commences shall be taken into account.
(e) If Excess and/or Supplemental Benefits commence to
be paid on or after the date Pension Plan benefits commence
to be paid, the amount of Excess and/or Supplemental
Benefits to be paid hereunder shall be determined in
accordance with the following additional rules:
(i) determine the Employee's Excess and/or
Supplemental Benefits as though such Benefits were
payable in the same form, and with the same
beneficiary, if any, as Pension Plan benefits, and
disregarding any change in marital status occurring
subsequent to the date on which payment of Pension Plan
benefits commence,
(ii) if the Employee's Pension Plan benefits are
payable in accordance with Option 1 or 2, as described
in Section 10.1 of the Pension Plan, divide the amount
determined in (i) by the complement of the reduction
percentage applied to Pension Plan benefits in
accordance with such Section 10.1, to convert such
amount into a benefit payable in the form of a single
life annuity, and
(iii) if payment of the Employee's Excess and/or
Supplemental Benefits is to be made in a form other
than as a single life annuity, reduce the amount
determined in (ii) by the reduction percentage that
would be applicable under Section 10.1 of the Pension
9
Plan to an annuity payable thereunder to the Employee
in the same form as the form in which payment of the
Employee's Excess and/or Supplemental Benefits is to be
made hereunder and with the same beneficiary.
If Excess and/or Supplemental Benefits commence to
be paid before Pension Plan benefits commence to be paid,
the amount of such Benefits to be paid hereunder shall be
determined as though Pension Plan benefits were being paid
at the same time and in the same form as Excess and/or
Supplemental Benefits, until such time as Pension Plan
benefits commence to be paid, at which time the amount of
Excess and/or Supplemental Benefits thereafter to be paid
hereunder shall be adjusted, in a manner consistent with the
foregoing paragraph, to the extent necessary to reflect any
difference in the form of payment for the Employee's Pension
Plan benefits and the form of payment for his or her Excess
and/or Supplemental Benefits.
(f) In determining the amount of the Excess and/or
Supplemental Benefit payable hereunder to an Employee or the
Employee's surviving spouse, there shall be taken into
account any increase in the amount of the pension benefit
that is payable, pursuant to Section 6 or Section 9 of the
Pension Plan, to the Employee or his or her surviving spouse
for the first 12 months during which such pension benefit is
payable.
(g) If, pursuant to Section 3.2(b) or (c) above, an
Employee's Excess and/or Supplemental Benefit is otherwise
required to be paid in the same form as Option 1 or Option 2
as described in Section 10.1 of the Pension Plan, and if the
person designated by the Employee as his or her beneficiary
for purposes of such payment form should die at any time
prior to the fifth anniversary of the date on which the
Employee's Benefits hereunder commence to be paid (the
Employee's Benefit Starting Date), the Benefit amounts
payable to the Employee hereunder after the date of such
beneficiary's death shall be equal to the Benefit amounts
that would have been payable to the Employee hereunder after
such date if such Benefit amounts had been payable to the
Employee, from his or her Benefit Starting Date, in the form
of a single life annuity.
(h) Notwithstanding any other provision of the Plan to
the contrary or any other optional form of distribution
otherwise elected, each Employee shall be permitted to make
a special distribution election to have his or her Excess
and/or Supplemental Benefit distributed in the form of a
single lump sum payment in the event of the Employee's
termination of employment (1) by the Company (A) within six
(6) months prior to a Change in Control or (B) prior to a
Change in Control but which the Employee reasonably
demonstrates (i) was at the request of a third party who has
10
indicated an intention or taken steps reasonably calculated
to effect a Change in Control or (ii) otherwise arose in
connection with, or in anticipation of a Change in Control
which has been threatened or proposed and which actually
occurs, or (2) for any reason within the two (2) year period
following a Change in Control; provided, however, that such
election shall be effective only if it is made either (I) at
least twenty-four (24) months prior to such termination of
the Employee's employment, or (II) if such termination of
employment constitutes an "Involuntary Termination" as
defined below, at least one year prior to such Change in
Control. Any special election made hereunder may be
revoked, and a new special election may be made at any time;
provided, however, that any such revocation or new election
shall be effective only if it is made within the election
period specified in clause (I) or (II) of the preceding
sentence. Any special election, or revocation of a special
election, that may be made hereunder shall be made in
writing, on a form furnished to the Employee for such
purpose by the Administrative Committee. The lump sum
payment to be made hereunder to an Employee shall be in an
amount that is Actuarially Equivalent (as defined in the
Pension Plan and determined as of the date of the Employee's
termination of employment) to the Excess and/or Supplemental
Benefit that otherwise would be payable hereunder to the
Employee if (x) payment of the Employee's Excess and/or
Supplemental Benefit and the benefits payable to the
Employee under the Pension Plan were to commence on the
Employee's Normal Retirement Date (as defined in the Pension
Plan) or, if earlier, on the earliest date as of which the
Employee could elect to have payment of his or her benefits
under the Pension Plan commence, (y) the Employee's Excess
and/or Supplemental Benefit were payable in the form of a
single life annuity, and (z) the Employee's benefits under
the Pension Plan were payable either (1) in the same form as
Option 2 as described in Section 10.1 of the Pension Plan
with the Employee's spouse as the beneficiary thereunder, if
the Employee is married on the date of his or her
termination of employment, or (2) in the form of a single
life annuity, if the Employee is not married on such date.
The lump sum payment to be made hereunder to the surviving
spouse of an Employee shall be in an amount that is
Actuarially Equivalent (as defined in the Pension Plan and
determined as of the date of the Employee's death) to the
Excess and/or Supplemental Benefit that otherwise would be
payable hereunder to such spouse by reason of the Employee's
death. The lump sum payment to be made hereunder with
respect to any Employee shall be made by no later than
30 days following the date of the Employee's termination of
employment.
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For purposes of this Section 3.2(h), an
"Involuntary Termination" shall mean the termination of an
Employee's employment (A) as a result of the Employee's
death, (B) by the Company, for any reason, or (C) by the
Employee, for "Good Reason" as defined below.
For purposes of the paragraph above, "Good Reason"
shall mean the occurrence after a Change in Control of any
of the following events or conditions:
(A) a change in the Employee's status, title,
position or responsibilities (including reporting
responsibilities) which, in the Employee's reasonable
judgement, represents an adverse change from his or her
status, title, position or responsibilities as in
effect immediately prior thereto; the assignment to the
Employee of any duties or responsibilities which, in
the Employee's reasonable judgement, are inconsistent
with his or her status, title, position or
responsibilities; or any removal of the Employee from
or failure to reappoint or reelect him or her to any of
such offices or positions, other than in connection
with the termination of his or her employment for
disability, for cause, or by the Employee other than
for Good Reason;
(B) a reduction in the Employee's annual base
salary below the rate of the Employee's annual base
salary in effect as of the date of the Change in
Control or, if greater, at any time thereafter,
determined without regard to any salary reduction or
deferred compensation elections made by the Employee;
(C) the relocation of the offices of the Company
at which the Employee is principally employed to a
location more than twenty-five (25) miles from the
location of such offices immediately prior to the
Change in Control, or the Company's requiring the
Employee to be based anywhere other than such offices,
except to the extent the Employee was not previously
assigned to a principal location and except for
required travel on the Company's business to an extent
substantially consistent with the Employee's business
travel obligations at the time of the Change in
Control;
(D) the failure by the Company to pay to the
Employee any amount of the Employee's current
compensation, or any amount payable under any deferred
compensation program of the Company in which the
Employee participated, within seven (7) days of the
date on which payment of such amount is due; or
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(E) the failure by the Company to (1) continue in
effect (without reduction in benefit level, and/or
reward opportunities) any material compensation or
employee benefit plan in which the Employee was
participating immediately prior to the Change in
Control unless a substitute or replacement plan has
been implemented which provides substantially identical
compensation or benefits to the Employee or (2) provide
the Employee with compensation and benefits, in the
aggregate, at least equal (in terms of benefit levels
and/or reward opportunities) to those provided for
under all other compensation or employee benefit plans,
programs and practices in which the Employee was
participating immediately prior to the Change in
Control.
Any event or condition described in subparagraph
(A) through (E) above which occurs (1) within six (6) months
prior to a Change in Control or (2) prior to a Change in
Control but which (x) was at the request of a third party
who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control and who effectuates
a Change in Control, or (y) otherwise arose in connection
with, or in anticipation of, a Change in Control which has
been threatened or proposed and which actually occurs, shall
constitute Good Reason for purposes of this Section 3.2(h)
notwithstanding that it occurred prior to a Change in
Control.
3.3 Each Employee entitled to benefits under the Plan shall have
the status of a mere unsecured creditor of the Company. The
Plan shall constitute a mere promise by the Company to make
payments in the future of the benefits provided for herein.
It is intended that the arrangements reflected in this Plan
be treated as unfunded for tax purposes and for purposes of
Title I of ERISA.
3.4 An Employee's rights to benefit payments under this Plan
shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance,
attachment or garnishment by creditors of the Employee or
his or her spouse or other beneficiary.
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SECTION 4
Administration
4.1 The Plan shall be administered by an Administrative
Committee. The Administrative Committee shall consist of
such persons as the Company from time to time may appoint to
serve thereon. Action to appoint or remove members of the
Committee may be taken by the Company either by resolution
duly adopted by its Board of Directors, or by an instrument
in writing executed by an officer of the Company to whom
authority to appoint or remove members of the Committee has
been delegated pursuant to a resolution duly adopted by the
Company's Board of Directors.
4.2 The Administrative Committee shall have the power to
interpret the Plan, to decide all questions that may arise
as to the construction or application of any of its
provisions, and make all determinations as to the rights of
Employees or other persons to benefits under the Plan. Any
determination made by the Administrative Committee prior to
a Change in Control as to the interpretation, construction
or application of the Plan, or as to the rights of any
Employee or other persons to benefits under the Plan, shall
be conclusive and binding on all parties. Any such
determination made by the Administrative Committee after the
occurrence of a Change in Control that denies, in whole or
in part, any claim made by any individual for benefits
hereunder shall be subject to judicial review, under a "de
novo", rather than a deferential, standard.
4.3 Each member of the Administrative Committee shall be
indemnified and held harmless by the Company for any
liability or loss (including legal fees or other expenses of
litigation) arising out of or in connection with his or her
services to the Plan in such capacity, to the extent that
such liability or loss (a) is not insured against under any
applicable policy of insurance (whether or not maintained by
the Company) and (b) is not determined to be due to the
gross negligence or willful misconduct of such member or
other person.
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SECTION 5
Amendment and Termination
5.1 Subject to Section 5.3, the Company may amend the Plan at
any time. Any such amendment may be made with retroactive
effect to the extent not prohibited by law.
Action to amend the Plan may be taken by the Company
either by resolution duly adopted by the Company's Board of
Directors, or by an instrument in writing executed by an
officer of the Company to whom authority to adopt or approve
amendments to the Plan has been delegated pursuant to a
resolution duly adopted by the Company's Board of Directors.
5.2 Subject to the provisions of Section 5.3, the Plan may be
terminated at any time by the Board of Directors.
5.3 Notwithstanding the provisions of Sections 5.1 and 5.2, (a)
no amendment to or termination of the Plan shall impair any
rights to benefits which have accrued hereunder and (b) no
amendment to Section 3.2(h), Section 4.2 or to this Section
5.3, nor any termination of the Plan, effectuated (i) at the
request of a third party who has indicated an intention or
taken steps to effect a Change in Control and who
effectuates a Change in Control, (ii) within six (6) months
prior to, or otherwise in connection with, or in
anticipation of, a Change in Control which has been
threatened or proposed and which actually occurs, or (iii)
following a Change in Control, shall be effective if the
amendment or termination adversely affects the rights of any
Employee under the Plan.
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