THE MEAD CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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TABLE OF CONTENTS
SECTION 1 - GENERAL . . . . . . . . . . . . . . . . . . . 1
1.1 History and Effective Date. . . . . . . . . . . 1
1.2 Purpose of Plan . . . . . . . . . . . . . . . . 1
1.3 Purpose of Restatement. . . . . . . . . . . . . 1
1.4 Plan Funding and Administration . . . . . . . . 2
1.5 Applicable Law. . . . . . . . . . . . . . . . . 2
1.6 Gender and Number . . . . . . . . . . . . . . . 2
1.7 Assignment. . . . . . . . . . . . . . . . . . . 2
1.8 Notices . . . . . . . . . . . . . . . . . . . . 2
SECTION 2 - PARTICIPATION . . . . . . . . . . . . . . . . 3
2.1 Eligibility for Participation . . . . . . . . . 3
2.2 Participation Not Contract of Employment. . . . 3
SECTION 3 - BASIC BENEFIT . . . . . . . . . . . . . . . . 3
3.1 Eligibility for Basic Benefit . . . . . . . . . 3
3.2 Amount of Basic Benefit . . . . . . . . . . . . 3
3.3 Form and Time of Payment of Basic Benefit . . . 4
3.4 Final Average Earnings. . . . . . . . . . . . . 4
3.5 Earnings. . . . . . . . . . . . . . . . . . . . 4
3.6 Other Benefits. . . . . . . . . . . . . . . . . 5
SECTION 4 - EARLY BENEFIT . . . . . . . . . . . . . . . . 5
4.1 Eligibility for Early Benefit . . . . . . . . . 5
4.2 Amount of Early Benefit . . . . . . . . . . . . 6
4.3 Form and Time of Payment of Early Benefit . . . 6
SECTION 5 - PRE-AGE 55 BENEFIT. . . . . . . . . . . . . . 6
5.1 Eligibility for Pre-Age 55 Benefit. . . . . . . 6
5.2 Amount of Pre-Age 55 Benefit. . . . . . . . . . 6
5.3 Form and Time of Payment of Pre-Age 55
Benefit. . . . . . . . . . . . . . . . . . . . . . . 7
5.4 Involuntary Termination . . . . . . . . . . . . 7
5.5 Termination for Cause . . . . . . . . . . . . . 8
SECTION 6 - DISABILITY BENEFIT. . . . . . . . . . . . . . 8
6.1 Eligibility for Disability Benefit. . . . . . . 8
6.2 Amount of Disability Benefit. . . . . . . . . . 9
6.3 Form and Time of Payment of Disability
Benefit. . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 7 - OPTIONAL FORMS OF BENEFIT PAYMENT . . . . . . 9
7.1 Request for Optional Payment Form . . . . . . . 9
7.2 Optional Forms of Benefit Payment . . . . . . . 9
7.3 Limitations on Optional Forms of Payment. . . . 10
SECTION 8 - DEATH BENEFIT . . . . . . . . . . . . . . . . 10
8.1 Eligibility for Death Benefit . . . . . . . . . 10
8.2 Amount of Death Benefit . . . . . . . . . . . . 10
8.3 Beneficiary . . . . . . . . . . . . . . . . . . 10
SECTION 9 - SPOUSAL SURVIVOR BENEFIT. . . . . . . . . . . 11
9.1 Eligibility for Spousal Survivor Benefit. . . . 11
9.2 Amount of Spousal Survivor Benefit. . . . . . . 11
9.3 Form and Time of Payment of Spousal Survivor
Benefit. . . . . . . . . . . . . . . . . . . . . . . 11
9.4 Reduction for Spousal Survivor Benefit. . . . . 12
SECTION 10 - SPECIAL PROVISIONS AFFECTING PAYMENT OF
BENEFITS . . . . . . . . . . . . . . . . . . . . . . 12
10.1 Competition . . . . . . . . . . . . . . . . . . 12
10.2 Termination for Cause . . . . . . . . . . . . . 13
10.3 Payments After a Change in Control. . . . . . . 13
10.4 Emergency Payments. . . . . . . . . . . . . . . 14
10.5 ECAP Credit in Lieu of Distribution . . . . . . 15
10.6 Payment to Incapacitated Persons. . . . . . . . 15
10.7 Withholding . . . . . . . . . . . . . . . . . . 15
SECTION 11 - DISPUTE RESOLUTION . . . . . . . . . . . . . 15
11.1 Notice of Denial. . . . . . . . . . . . . . . . 15
11.2 Notice of Appeal. . . . . . . . . . . . . . . . 16
11.3 Decision on Appeal. . . . . . . . . . . . . . . 16
11.4 Records, Data and Information . . . . . . . . . 16
SECTION 12 - AMENDMENT AND TERMINATION. . . . . . . . . . 17
12.1 Amendment and Termination . . . . . . . . . . . 17
12.2 Contingencies Affecting the Employers . . . . . 17
12.3 Protected Benefits. . . . . . . . . . . . . . . 17
THE MEAD CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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SECTION 1 - GENERAL
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1.1 History and Effective Date. Effective January 1,
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1982, THE MEAD CORPORATION, an Ohio corporation ("Mead")
established THE MEAD CORPORATION SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN, then known as "The Mead Management Income
Parity Plan," (the "Plan"). The Plan was subsequently
amended and restated, effective January 1, 1985, amended,
effective November 1, 1986, October 1, 1987, October 28,
1989 and February 28, 1991 and again amended and restated,
effective July 1, 1992. The following provisions constitute
a further amendment and restatement of the Plan, effective
January 1, 1997. The Plan is intended to be a "top hat
plan" (within the meaning of the Employee Retirement Income
Security Act of 1974).
1.2 Purpose of Plan. The purpose of the Plan is to
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supplement the amount of the "Pension" (as defined in The
Mead Retirement Plan) payable from The Mead Retirement Plan
to or on account of any executive of Mead or of certain
"Affiliates" (as defined below) of Mead and, thereby,
enhance Mead's ability to:
(a) recruit mid-career executives;
(b) retain and motivate employed executives;
and
(c) permit earlier than normal retirement of
executives when it is found to be desirable.
The term "Affiliate" means any entity during the period that
it is, along with Mead, a member of a controlled group of
corporations, a controlled group of trades and businesses,
an affiliated service group or any other entity designated
by the Secretary of the Treasury as described in sections
414(b), 414(c), 414(m), and 414(o), respectively, of the
Internal Revenue Code of 1986 (the "Code"). Mead and any
Affiliate designated by the Compensation Committee of
Mead's Board of Directors (the "Committee") and employing a
"Participant" (as described in subsection 2.1) hereunder are
sometimes referred to below, individually, as an "Employer"
and, collectively, as the "Employers."
1.3 Purpose of Restatement. The purpose of this
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amendment and restatement is to clarify certain Plan
provisions, to incorporate previously applicable Plan
interpretations and to reflect the restructuring of The Mead
Excess Benefit Plan. The amendment and restatement is not
intended to, and does not, reduce the benefits of any person
accrued as of June 30, 1996. It is specifically intended
that the rights and benefits of any Participant who had
attained age 55 on or before June 30, 1992 shall be
determined in accordance with the provisions of the Plan as
in effect on that date.
1.4 Plan Funding and Administration. The benefits
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payable under the Plan are unfunded and are payable, when
due, from the general assets of the Employers or, in the
sole discretion of the Committee, from the assets of a
benefit trust the assets of which shall be subject to the
claims of the unsecured general creditors of the Employers.
Notwithstanding the foregoing, in the event of a "Potential
Change in Control" (as defined in Section 3.02 of Benefit
Trust Agreement, a trust agreement established August 27,
1996 by and between Mead and Key Trust Company of Ohio,
N.A., a national banking association,) the provisions of
Benefit Trust Agreement shall become operative with respect
to the Plan. The Plan shall be administered by the Vice-
President-Human Resources of Mead or such other person as is
hereafter named by the Committee (the "Administrator") who
shall have the rights, powers and duties with respect to the
Plan that are hereinafter set forth and the authority to
establish such rules, regulations and interpretations with
respect to the Plan as are reasonably necessary to
administer the Plan. Any such rules, regulations and
interpretations shall be uniformly applied to all persons
similarly situated.
1.5 Applicable Law. The Plan will be construed and
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administered in accordance with the laws of the State of
Ohio to the extent that those laws are not preempted by the
laws of the United States of America.
1.6 Gender and Number. Where the context admits,
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words in any gender include any other gender, words in the
singular will include the plural and words in the plural
include the singular.
1.7 Assignment. No Plan right or interest of any
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person under the Plan shall be assignable or transferable,
in whole or in part, either directly or otherwise, including
without limitation thereto, by execution, levy, attachment,
garnishment, pledge or in any other manner, but excluding
transfers by reason of death or mental incompetency; no
attempted assignment or transfer thereof shall be effective;
and no such right or interest shall be liable for, or
subject to, any obligation or liability of any Participant
or Beneficiary; except that a Participant may direct that
payments be made during his lifetime, when due, to a trust
established by him and evidenced to the Administrator to be
a trust created as a grantor trust within the meaning of
section 671 of the Code.
1.8 Notices. Any notice required or permitted to be
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given to any person under the Plan will be properly given if
delivered or mailed, postage prepaid, to that person at his
last post office address as shown on his Employer's records.
Any notice to the Committee or the Plan Administrator shall
be properly given if delivered or mailed, postage prepaid,
to the Corporate Secretary of The Mead Corporation at its
principal place of business. Any notice required under the
Plan may be waived by the person entitled to notice.
SECTION 2 - PARTICIPATION
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2.1 Eligibility for Participation. Each individual
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who was a participant in the Plan on December 31, 1995 shall
continue as a Participant, subject to the terms and
conditions of the Plan. Each other full-time, domestic,
executive employee of the Employers will become a
Participant in the Plan on the first day of the month next
following the date on which he:
(a) is a Participant in The Mead Retirement
Plan;
(b) is employed in a job classification
designated by the Committee;
(c) has been employed in such a job
classification for 36 consecutive months; and
(d) has executed such forms and supplied the
Plan
Administrator with such documents, evidence, data
and information as the Committee may require.
Subject to the terms and conditions of the Plan, an
individual who has once become a Participant in the Plan
shall continue as such, notwithstanding his transfer to
employment with an Employer in a non-designated job
classification or with an Affiliate.
2.2 Participation Not Contract of Employment. The
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Plan does not constitute a contract of employment and
participation in the Plan will not give any employee the
right to be retained in the employ of the Employers or
Affiliates nor give any person any right or claim to any
benefit under the terms of the Plan unless such right or
claim has specifically accrued under the terms of the Plan.
SECTION 3 - BASIC BENEFIT
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3.1 Eligibility for Basic Benefit. If a Participant's
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employment with the Employers and the Affiliates is
terminated (for a reason other than his death) at or after
he has attained age 62 years, he shall be entitled to
receive a "Basic Benefit" in an amount determined pursuant
to the provisions of subsection 3.2 and paid in the form and
at the time provided in subsection 3.3.
3.2 Amount of Basic Benefit. A Participant's Basic
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Benefit is an amount that, when expressed as an annual
amount payable as a single life annuity commencing on the
first day of the calendar month coincident with or next
following the date of his termination of employment, is
equal to:
(a) 55 percent of his "Final Average
Earnings" (as defined in subsection 3.4);
REDUCED BY
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(b) the amount of the Participant's "Other
Benefits" (as defined in subsection 3.6); and
FURTHER REDUCED BY
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(c) the reduction, if any, required by
subsection 9.4 which relates to "Spousal Survivor Benefits"
(as described in subsection 9.1).
3.3 Form and Time of Payment of Basic Benefit. Except
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as otherwise specifically provided by Section 7, relating to
optional forms of payment, the "Actuarial Present Value" (as
defined in The Mead Retirement Plan) of the amount of a
Participant's Basic Benefit will be distributed to him in
the form of a single, lump sum payment, on or as soon as
practicable after the date on which the Participant's
employment with the Employers and the Affiliates is
terminated.
3.4 Final Average Earnings. The term "Final Average
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Earnings" means, with respect to any Participant, the
average of his annual "Earnings" (as defined in subsection
3.5) for the highest 3 calendar years of his employment with
the Employers (or his average monthly Earnings if less than
3 calendar years of such employment) selected from the 11
calendar years during which he received Earnings commencing
with the earlier of the calendar year in which the
Participant attains age 62 years or terminates his
employment with the Employers and the 10 preceding calendar
years. Notwithstanding the foregoing, for purposes of
determining the amount of a Spousal Survivor Benefit payable
pursuant to Section 9 on account of a Participant who has
not attained age 55 years on the date of his death, it shall
be assumed that the amount of his Final Average Earnings is
equal to the amount of his "Earnings" (as defined in The
Mead Retirement Plan) during the calendar year next
preceding the year of his death.
3.5 Earnings. For any calendar year, the term
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"Earnings" means, with respect to any Participant, the cash
remuneration and the value of property given to him in lieu
of cash (without regard to any restriction or risk of
forfeiture), payable to him in that year by the Employers in
the form of base pay, bonuses, short term incentive
compensation and amounts payable in lieu of short term
incentive compensation in that year (and any portion of any
such amounts deferred by the Participant pursuant to the
terms of any deferred compensation arrangement maintained by
the Employers). In no event shall a Participant's Earnings:
(a) include payments from long term
incentive compensation plans, stock option plans, stock
appreciation rights, severance payments, special
agreements, contracts or payments, expense
reimbursements or relocation allowances; or
(b) exceed 2 times his base pay.
3.6 Other Benefits. The term "Other Benefits" means,
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with respect to any Participant, the sum of:
(a) 50 percent of the annual primary Social
Security benefit payable (or, in the case of a
Participant whose Benefit is being determined
prior to the date he attains age 62 years,
estimated by the Plan Administrator, in his
absolute discretion, to be payable) to the
Participant at age 62;
(b) disregarding any reduction on account of
a "qualified domestic relations order" (as defined
in section 414(p) of the Code), the annual amounts
(expressed as single life annuities) determined to
be payable to the Participant under The Mead
Retirement Plan, The Mead Section 415 Excess Plan
and The Mead Excess Compensation Plan (the "Mead
Plans") as of his termination date, or such other
determination date as is specifically provided with
respect to a particular Plan Benefit; and
(c) disregarding any reduction on account of
a qualified domestic relations order, the annual
amount (expressed as a single life annuity) payable
to the Participant from the employer funded portion
of any deferred, vested or lump sum benefit earned
under a "Prior Retirement Plan" (that is any
defined benefit plan or other similar primary
retirement plan intended to meet the requirements
of section 401(a) of the Code (including any
governmental plan) maintained by any previous
employer of the Participant) prior to age 55 and
payable no earlier than 10 years prior to the date
on which the Participant was employed by the
Employers and Affiliates.
SECTION 4 - EARLY BENEFIT
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4.1 Eligibility for Early Benefit. If a Participant's
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employment with the Employers and the Affiliates is
terminated (for a reason other than his death) at or after
he has attained age 55 years, but prior to the date on which
he attains age 62 years, he shall be entitled to receive an
"Early Benefit" in an amount determined pursuant to the
provisions of subsection 4.2 and paid in the form and at the
time provided in subsection 4.3.
4.2 Amount of Early Benefit. A Participant's Early
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Benefit is an amount determined in accordance with the
provisions of subsection 3.2, but computed by reducing the
percentage "55 percent" found in paragraph 3.2(a) by 1/4 of
one percent for each full month by which the commencement of
payment of the Participant's Early Benefit precedes the
first day of the calendar month coincident with, or next
following, the date on which he attains age 62 years.
4.3 Form and Time of Payment of Early Benefit. Except
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as otherwise specifically provided by Section 7, relating to
optional forms of payment, the amount of a Participant's
Early Benefit shall be payable monthly, in the form of a
single life annuity, from the first day of the calendar
month next following his termination of employment through
the calendar month during which the Participant attains age
62 years. As of the first day of the calendar month next
following the date on which the Participant attains age 62
years, an amount equal to the Actuarial Present Value of his
Early Benefit, (which Actuarial Present Value shall be
reduced by the aggregate amount of the monthly payments
previously made to him and increased by interest on the
undistributed portion of his Early Benefit calculated from
his termination date to the payment date), determined as of
his termination date, will be distributed to the Participant
in the form of a single, lump sum payment.
SECTION 5 - PRE-AGE 55 BENEFIT
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5.1 Eligibility for Pre-Age 55 Benefit. If a
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Participant's employment with the Employers and the
Affiliates is "Involuntarily Terminated" (as described in
subsection 5.4) prior to the date on which he attains age 55
years, or if his employment is terminated prior to that date
for any other reason approved for purposes of the Plan by
Mead's Chief Executive Officer, he shall be entitled to
receive a "Pre-Age 55 Benefit" in an amount determined
pursuant to the provisions of subsection 5.2 and paid in the
form and at the time provided in subsection 5.3.
5.2 Amount of Pre-Age 55 Benefit. A Participant's
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Pre-Age 55 Benefit is an amount determined in accordance
with the provisions of subsection 3.2 as of the date he
attains age 62, but computed by:
(a) reducing the percentage "55 percent"
found in paragraph 3.2(a) by 1/4 of one percent for each
full month by which the date of the Participant's
termination of employment with the Employers and
the Affiliates precedes the first day of the calendar
month coincident with, or next following, the date
on which he will attain age 62 years; and
(b) by assuming, for purposes of determining
the amount of his Other Benefits attributable to the
Mead Plans, that he will continue as a Participant
under those Plans until the date on which he will
attain age 55 years and that his benefits under The
Mead Plans will be payable on that date.
5.3 Form and Time of Payment of Pre-Age 55 Benefit.
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Except as otherwise specifically provided by Section 7, an
amount equal to the Actuarial Present Value of a
Participant's Pre-Age 55 Benefit will be distributed to the
Participant, in a single, lump sum payment as of the first
day of the calendar month coincident with or next following
the date on which the Participant attains age 62 years.
5.4 Involuntary Termination. The term "Involuntary
------------------------
Termination" means, with respect to any Participant, the
termination of the Participant's employment with the
Employers and the Affiliates, either:
(a) at the option of his employer, for a
reason other than "Cause" (as defined in subsection 5.5);
or
(b) at the Participant's option, exercised
within the 24-month period following the occurrence,
without the express consent of the Participant, of
any one or more of the following events:
(i) the assignment of duties to the
Participant which are substantially
inconsistent with the Participant's duties,
responsibilities and status at the time of the
assignment, or that constitute a substantial
reduction or alteration in the nature or status
of such duties and responsibilities;
(ii) a reduction in the amount of the
Participant's base pay;
(iii) the transfer of the work location
of the Participant to a place that is in excess
of 25 miles from his work location at the time
the transfer is made;
(iv) the failure of the Participant's
Employer or Affiliate employer to continue in
effect any of its employee benefit plans,
policies, practices or arrangements,
including, but not limited to, those plans,
policies and arrangements maintained solely for
the benefit of key management personnel in
which the Participant participates, or the
failure of it to continue the Participant's
participation therein on substantially the
same basis, both in terms of the amount of
benefits provided and the level of
participation relative to other participants,
unless such benefits, policies and
arrangements are replaced by one or more
alternative or substitute plans, policies or
arrangements providing substantially equivalent
benefits in the aggregate.
The determination of whether an event described in paragraph
(b) above has occurred shall be made by the Committee, based
on its comparison of circumstances existing after the
alleged occurrence with the circumstances prevailing
immediately prior thereto.
5.5 Termination for Cause. For purposes of the Plan,
---------------------
a termination of a Participant's employment for "Cause"
shall mean termination as a result of the Participant's:
(a) willful and continued failure to perform
duties with the Employers and Affiliates (other
than any such failure resulting from an
Involuntary Termination) after a written demand for
substantial performance has been delivered to the
Participant specifically identifying the manner in
which the Employer or Affiliate, as the case may
be, believes the Participant has not substantially
performed such duties and the Participant has failed
to resume substantial performance on a continuous
basis within 14 days of receiving such demand;
(b) willfully engaging in conduct which the
Committee determines is demonstrably and
materially injurious to the Employers or
Affiliates, monetarily or otherwise; or
(c) conviction of a felony, or conviction of
a misdemeanor which impairs the Participant's
ability to perform his duties with the Employer or
Affiliate employing him.
SECTION 6 - DISABILITY BENEFIT
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6.1 Eligibility for Disability Benefit. If a
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Participant's employment with the Employers and the
Affiliates is terminated by reason of his becoming
"Disabled" (as defined in The Mead Retirement Plan) prior to
the date on which he attains age 62 years and he continues
to be Disabled until age 62, he shall be eligible to receive
a "Disability Benefit" in an amount determined pursuant to
the provisions of subsection 6.2 and paid in the form and at
the time provided in subsection 6.3.
6.2 Amount of Disability Benefit. A Participant's
----------------------------
Disability Benefit is an amount determined in accordance
with the provisions of subsection 3.2, but expressed as a
single life annuity commencing as of the later of the date
the Participant attains age 62 or the date as of which
Pension payments to him commence under The Mead Retirement
Plan.
6.3 Form and Time of Payment of Disability Benefit.
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Except as otherwise specifically provided by Section 7,
relating to optional forms of payment, the Actuarial Present
Value of the amount of a Participant's Disability Benefit
will be distributed to him in the form of a single, lump sum
payment as soon as practicable after the later of the date
on which the Participant attains age 62 years or the date as
of which Pension payments to him commence under The Mead
Retirement Plan.
SECTION 7 - OPTIONAL FORMS OF BENEFIT PAYMENT
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7.1 Request for Optional Payment Form. A Participant,
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by writing filed with the Plan Administrator at least one
year prior to his termination date (or within 60 days after
becoming Disabled) in such form as the Plan Administrator
may require, may request to have his Plan Benefit paid in an
optional form permitted by subsection 7.2. Any such request
shall be deemed to be approved by the Plan Administrator
unless disapproved within 15 days of its receipt. Any such
approved request shall be void and of no force or effect if
the Participant dies before payment in the optional form
requested begins.
7.2 Optional Forms of Benefit Payment. Subject to the
---------------------------------
provisions of subsection 7.3, the optional forms of payment
under the Plan are:
(a) a single life annuity in the amount
calculated under subsection 3.2, 4.2, 5.2 or 6.2,
whichever is applicable, payable commencing at the
time permitted under subsection 3.3, 4.3, 5.3 or
6.3, whichever is applicable;
(b) any optional form of benefit permitted
(assuming, for this purpose, that election of an
optional form of Disability Pension is permitted)
under the provisions of The Mead Retirement Plan at
the time the request is made, the amount of which
shall be determined by applying the actuarial
assumptions utilized under that plan; and
(c) in the case of an Early Benefit payable
monthly pursuant to subsection 4.3, by foregoing
those monthly amounts and instead receiving the
Actuarial Present Value of the Early Benefit
computed as of age 62, but without regard to the
percentage reduction otherwise required by
subsection 4.2, payable in a single, lump sum
distribution as of the first day of the month
coincident with, or next following, the date on
which the Participant attains age 62 years.
7.3 Limitations on Optional Forms of Payment. No
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optional form of payment shall permit:
(a) payment of any single, lump sum amount
to a Participant prior to the first day of the month
coincident with, or next following, the date on
which the Participant attains age 62 years; or
(b) payment of a Disability Benefit prior to
the time specified in subsection 6.3.
SECTION 8 - DEATH BENEFIT
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8.1 Eligibility for Death Benefit. If a Participant
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dies after payment of monthly amounts of his Early Benefit
begins under subsection 4.3 and prior to receiving his
entire Early Benefit, a Death Benefit, in an amount
determined under subsection 8.2, shall be paid, as soon as
practicable, in a single, lump sum, to his "Beneficiary" (as
defined in subsection 8.3). Except as specifically provided
by an optional form of payment permitted by subsection 7.2
and by Section 9, relating to "Spousal Survivor Benefits,"
no other amount shall be payable to any person from the Plan
on account of the death of a Participant.
8.2 Amount of Death Benefit. The Death Benefit
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payable on account of a deceased Participant shall be an
amount equal to the Actuarial Present Value of his Early
Benefit (which Actuarial Present Value shall reduced by the
aggregate amount of the monthly payments previously made to
him and increased by interest on the undistributed portion
of his Early Benefit calculated from his termination date to
the payment date), determined as of his termination date.
8.3 Beneficiary. The term "Beneficiary" means, with
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respect to any Participant, such natural or legal person or
persons as may be designated by him (who may be designated
contingently or successively) to receive the Death Benefit
payable if he dies before a total payment of his Early
Benefit is made to him. A Beneficiary designation will be
effective with respect to a Participant only when a signed
and dated beneficiary designation form is filed with the
Committee while the Participant is alive, which form will
cancel any beneficiary designation form signed and filed
earlier. If a Participant is not survived by a Beneficiary
the Committee shall pay the Death Benefit to his "Spouse"
(as defined in The Mead Retirement Plan) or, if he is not
survived by a Spouse, to the legal representative or
representatives of the estate of the Participant.
SECTION 9 - SPOUSAL SURVIVOR BENEFIT
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9.1 Eligibility for Spousal Survivor Benefit. Subject
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to the reduction required by subsection 9.4, if a
Participant dies while employed by the Employers or after
his termination of employment with the Employers, but, prior
to the date on which he is first receives payment of a
Benefit to which he is entitled under Section 3, 4 or 5, his
Spouse, if any, shall be eligible to receive a Spousal
Survivor Benefit, in an amount determined under subsection
9.2, if she has a right to receive a Pre-Retirement Survivor
Pension under The Mead Retirement Plan and has not waived
that right.
9.2 Amount of Spousal Survivor Benefit. The Spousal
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Survivor Benefit payable to a Spouse on account of a
deceased Participant is an amount determined by:
(a) calculating the amount, expressed as a
joint and survivor annuity of 50, 66 2/3 or 75 percent
(whichever is payable to the Spouse as a Pre-
Retirement Survivor Pension under The Mead
Retirement Plan), which is of Actuarial Equivalent
Value to a single life annuity computed with respect
to the deceased Participant pursuant to subsection
3.1, 4.1 or 5.1, whichever is applicable; and
(b) then determining the annual amount that
would be payable to the surviving Spouse on the basis of
the joint and survivor annuity computed under
paragraph (a) above.
Notwithstanding the provisions of paragraph 3.2(b) to the
contrary, in computing the amount of a "Spousal Survivor
Benefit" with respect to the surviving Spouse of a deceased
Participant who had not attained age 55 years on the date of
his death, the Other Benefit attributable to The Mead
Retirement Plan shall be an amount equal to the
Participant's "Accrued Benefit" (as defined under that plan)
as of the date of his death, assuming that the amount of his
Final Average Earnings used in computing his Accrued Benefit
equalled the "Earnings" (as defined in The Mead Retirement
Plan) payable to him by the Employers during his last full
calendar year of employment by them and that his "Pension"
under The Mead Retirement Plan would be payable at the date
the deceased Participant would have attained age 55 years.
9.3 Form and Time of Payment of Spousal Survivor
--------------------------------------------
Benefit.
- -------
The Actuarial Present Value (determined taking into
account the date on which a Benefit would have commenced
under Section 3, 4 or 5, whichever would have been
applicable, and the surviving Spouse's age on that date) of
the amount determined under paragraph 9.2(b) will be
distributed to the surviving Spouse, in the form of a
single, lump sum payment, as soon as practicable after the
date of the Participant's death.
9.4 Reduction for Spousal Survivor Benefit. As
--------------------------------------
provided by paragraph 3.2(c), the amount of a Participant's
Plan Benefit will be reduced by a percentage thereof,
determined in accordance with the following table, for the
portion of the calendar period beginning on the date on
which the Participant attains age 55 years and ending on the
earlier of the date payment of his Benefit begins or the
date on which he attains age 62 years, during which his
Spouse is eligible to receive a Pre-Retirement Survivor
Pension under The Mead Retirement Plan. The percentage
reduction will be computed on a pro rata basis for completed
months of coverage which are less than a whole year.
Percentage Reduction
Percentage of Benefit for Each Full Year
Payable to Spouse of Coverage
--------------------- --------------------
50 percent 1/2 of one percent
66 2/3 percent 2/3 of one percent
75 percent 3/4 of one percent
Notwithstanding the foregoing table, in no event will a
percentage reduction under this Plan be greater than the
percentage reduction for a Pre-Retirement Survivor Pension
of a like amount under The Mead Retirement Plan.
SECTION 10 - SPECIAL PROVISIONS AFFECTING PAYMENT OF
BENEFITS.
- -------------------------------------------------------------
10.1 Competition. Subject to his right of appeal under
-----------
Section 11, if the Committee determines that a Participant,
without the express prior written consent of Mead, directly
or indirectly, individually or as an agent, officer,
director, employee, shareholder (other than being the holder
of any stock which represents a less than one percent
interest in a corporation), partner or in any other capacity
whatsoever, after termination of employment and prior to
attainment of age 62, has engaged, or is engaging, in any
activity competitive with or adverse to the Employer's and
Affiliate's businesses or in the sale, distribution,
production, or attempted sale, distribution or production,
of any goods, products or services then sold or being
developed by any Employer or Affiliate, all Benefits
otherwise payable at any time under the Plan shall be
permanently forfeited and payment of Benefits, if commenced,
shall cease. This subsection 10.1 shall not apply to a
Participant whose employment with the Employers and
Affiliates terminates on or after a "Change in Control" (as
defined in subsection 10.3) of Mead.
10.2 Termination for Cause. Subject to his right of
---------------------
appeal under Section 11, if the employment of a Participant
with the Employers and Affiliates is terminated for Cause,
all Benefits otherwise payable to any person, at any time,
under the Plan shall be automatically and permanently
forfeited.
10.3 Payments After a Change in Control. If the
----------------------------------
employment of an employee who is a Participant on the date
of a Change in Control of Mead (or of any other employee
who, but for the requirement of paragraph 2.1(c), would have
been a Participant on that date) is terminated within 24
months after that date for a reason other than death or
Cause, he shall be entitled to receive a "Termination
Benefit," payable within 30 days after his termination date.
A Participant's "Termination Benefit" is a single lump sum
amount equal to the Actuarial Present Value (determined for
purposes of this Section by applying the actuarial
assumptions utilized for that purpose on the day prior to
the date of the Change in Control under The Mead Retirement
Plan) of the amount that would have been his Plan Benefit if
determined as of the day preceding the date of the Change in
Control. For purposes of computing the amount of that Plan
Benefit:
(a) a Participant who has not attained age 55
years on the day preceding the date of a Change in Control will
be deemed to have had his employment with the Employers
and Affiliates Involuntarily Terminated on that day; and
(b) in the case of a Participant terminated on
account of becoming Disabled, it shall be assumed that he will
continue to be Disabled until he attains age 62 years.
If a Participant, surviving Spouse or Beneficiary is
receiving payment of periodic Plan Benefits on the date of a
Change in Control, the Actuarial Present Value of any
remaining payments (determined as of the day immediately
preceding that date) shall be payable to him, in a single,
lump sum, within 30 days of the date of the Change in
Control. For purposes of the Plan, the term "Change in
Control" of Mead means a change in control of a nature that
would be required to be reported in response to Item 6(e)
(or any successor thereto) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), whether or not Mead is then
subject to such reporting requirement; provided, that,
without limitation, such a Change in Control shall be deemed
to have occurred if:
(i) any "person" (as defined in
Sections 13(d) and 14(d) of the Exchange Act) is or
becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of Mead
representing 25 percent or more of the combined
voting power of Mead's then outstanding
securities;
(ii) during any period of 2 consecutive
years (not including any period prior to the date
of adoption of this restated Plan) there shall
cease to be a majority of the Board of
Directors of Mead ("the Board") comprised as
follows: individuals who at the beginning of
such period constitute the Board and any new
director or directors whose election by the
Board or nomination for election by Mead's
stockholders was approved by a vote of at least
two-thirds of the directors then still in
office who either were directors at the
beginning of the period or whose election or
nomination for election was previously so
approved; or
(c) either:
(i) the shareholders of Mead approve a
merger or consolidation of Mead with any
other corporation, other than a merger or
consolidation which would result in the
voting securities of Mead outstanding
immediately prior thereto continuing to
represent (either by remaining outstanding or
by being converted into voting securities of
the surviving or parent entity) at least 80
percent of the combined voting power of the
voting securities of Mead or such surviving
or parent entity outstanding immediately
after such merger or consolidation; or
(ii) the shareholders of Mead approve a
plan of complete liquidation of Mead or an
agreement for the sale or disposition by Mead
of all or substantially all of Mead's assets.
10.4 Emergency Payments. If it is determined (as
------------------
provided below) that a Participant or Beneficiary has
experienced an "Unforeseeable Emergency" (as defined below),
the terms and manner of payment of Benefits provided in the
Plan or selected by a Participant may be changed to the
extent appropriate to satisfy the Participant's or
Beneficiary's emergency need. The term "Unforeseeable
Emergency" means severe financial hardship to the
Participant or Beneficiary resulting from a sudden and
unexpected illness or accident of the Participant or
Beneficiary or of a "dependent" (as defined in section
152(a) of the Code) of the Participant or Beneficiary, loss
of the Participant's or Beneficiary's property due to a
casualty, or other similar extra-ordinary and unforeseeable
circumstances arising as a result of events beyond the
control of the Participant or Beneficiary. A determination
with respect to whether a Participant or Beneficiary has
experienced an Unforeseeable Emergency shall be made:
(a) in the case of a Participant employed,
or last employed, by an Employer as other than an
elected officer of the Employer and his Beneficiary,
the Chairperson of the Committee; and
(b) in the case of a Participant employed,
or last employed, by an Employer as an elected
officer of the Employer and his Beneficiary, the
Committee.
The provisions of Section 11 of the Plan shall not be
applicable with respect to any determination made pursuant
to this subsection 10.4.
10.5 ECAP Credit in Lieu of Distribution. With the
-----------------------------------
approval of the Committee, which approval shall
automatically be revoked by the Committee's exercise of its
discretion under subsection 10.4, a Participant who is also
a Participant in The Mead Corporation Executive Capital
Accumulation Plan ("ECAP") may irrevocably elect to waive
his right to receive any amount otherwise distributable to
him pursuant to the provisions of the Plan and to have the
same amount credited for his benefit and subsequently
distributed to him under the terms of the ECAP. An election
made by a Participant in accordance with the provisions of
this subsection must be in such written form as the
Committee shall decide and filed with the Plan Administrator
at least one year in advance of the date of the
Participant's termination of employment with the Employers
and Affiliates. In no event shall this subsection be
applicable to any amount distributable to any person other
than a Participant.
10.6 Payment to Incapacitated Persons. Notwithstanding
--------------------------------
any other provision of the Plan, if a Participant or other
person entitled to a Benefit payment under the Plan is
determined by a court of competent jurisdiction to be
physically, mentally or legally incapacitated and unable to
manage his financial affairs and claim is made by a
conservator or other person legally charged by such court
with the care of his person, the Committee shall make
distributions to such conservator or other person. Any
distribution made in accordance with this subsection shall
fully acquit and discharge all persons from all further
liability on account thereof.
10.7 Withholding. The Plan Administrator shall cause
-----------
to be withheld from the amount of any Benefit paid to a
Participant or Beneficiary pursuant to the terms of the Plan
any amount required to be withheld by federal, state or
local law.
SECTION 11 - DISPUTE RESOLUTION
- -------------------------------
11.1 Notice of Denial. If any dispute arises with
----------------
respect to a Participant, Spouse or Beneficiary (a
"Claimant") under the Plan, the Plan Administrator will
provide the Claimant with a written notice of its resolution
of the dispute setting forth:
(a) the provisions of the Plan upon which
the resolution was based; and
(b) an explanation of this claims procedure.
If the Plan Administrator rejects a Claimant's application
for failure to furnish certain necessary materials or
information, the written notice to the Claimant will explain
what additional material is needed and why, and advise the
Claimant that he may refile a proper application. In the
event that the Plan Administrator fails to take any action
on the Claimant's initial application within 90 days after
receipt, the application will be deemed denied, and the
Claimant's appeal rights under subsection 11.2 will be in
effect as of the end of such period.
11.2 Notice of Appeal. Within 60 days after the
----------------
receipt of the Plan Administrator's notice of resolution,
the Claimant may file a written notice of appeal of the
resolution with the "Claims Reviewer" (as defined below).
In addition, within such appeal period, the Claimant may
review pertinent documents at such reasonable times and
places as the Committee may specify and may submit any
additional written material pertinent to the appeal not set
forth in the notice of appeal. The appeal shall be
determined by the Claims Reviewer, and the Claimant shall be
entitled to appear before the Claims Reviewer to present his
claim. The term "Claims Reviewer" means a 3 member panel
appointed by the Committee.
11.3 Decision on Appeal. The panel will make a written
------------------
decision on the appeal not later than 60 days after its
receipt of the notice of appeal unless special circumstances
require an extension of time, in which case a decision will
be given as soon as possible, but not later that 120 days
after receipt of the notice of appeal. The decision on the
appeal will be in writing and shall include specific reasons
for the decision, making specific reference to the provision
of the Plan upon which the decision was based.
11.4 Records, Data and Information. Unless proven to
-----------------------------
the satisfaction of the Plan Administrator to be in error,
the records, data and information of the Employers,
Affiliates and Administrators of the Mead Plans shall be
conclusive on all Participants, surviving Spouses and
Beneficiaries with respect to all matters relating to the
Plan.
SECTION 12 - AMENDMENT AND TERMINATION
- --------------------------------------
12.1 Amendment and Termination. Mead expects the Plan
-------------------------
to be permanent, but since future conditions affecting Mead
cannot be anticipated or foreseen, Mead must necessarily and
does hereby reserve the right to amend, modify or terminate
the Plan at any time by action of its Board of Directors.
12.2 Contingencies Affecting the Employers. In the
-------------------------------------
event of a merger or consolidation of the Employer, or the
transfer of substantially all of the assets of the Employer
to another corporation, such successor corporation shall be
substituted for the Employer under the terms and provisions
of the Plan.
12.3 Protected Benefits. If the Plan is terminated,
------------------
revoked, or amended so as to decrease benefits provided
under the Plan, the full benefits earned by each terminated
Participant and Beneficiary shall not be reduced. A
Participant who is in active service at the time of a Plan
termination, revocation or amendment shall be entitled to
full Benefits under the prior provisions of the Plan;
provided, however, that his Earnings for periods subsequent
to such termination, revocation or amendment shall not be
used in determining the amount of benefits based on Final
Average Earnings that are protected by this subsection. Any
employee who would be a Participant but for the 36 month
requirement of paragraph 2.1(c) shall be treated as a
Participant for purposes of this subsection if the employee
satisfies such requirement after the termination,
revocation, or amendment of the Plan. The time and manner
of payment of Benefits protected by this subsection shall
remain subject to the prior terms and conditions of the
Plan.