EXHIBIT 10(e)
MODINE PENSION AND DISABILITY PLAN
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TWENTY-FIFTH AMENDMENT AND RESTATEMENT
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for
SALARIED EMPLOYEES
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of
MODINE MANUFACTURING COMPANY
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TABLE OF CONTENTS
ARTICLE PAGE
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PURPOSE . . . . . . . . . . . . . . . . . . . . . . 2
I DEFINITIONS AND CONSTRUCTION
Section 1.1 Definitions. . . . . . . . . . . . . 3
Section 1.2 Construction . . . . . . . . . . . . 10
II PARTICIPATION AND ELIGIBILITY
Section 2.1 Participation. . . . . . . . . . . . 10
Section 2.2 Eligibility Service. . . . . . . . . 11
Section 2.3 Credited Service . . . . . . . . . . 12
Section 2.4 Break in Service . . . . . . . . . . 14
Section 2.5 Maternity and Paternity Leave . . . 15
Section 2.6 Military Service . . . . . . . . . . 16
Section 2.7 Effect of Transfer and/or Merger . . 16
Section 2.8 Effect of Rehire . . . . . . . . . . 18
Section 2.9 Foreign Participants . . . . . . . . 20
III PENSION REQUIREMENTS
Section 3.1 Normal Retirement. . . . . . . . . . 20
Section 3.2 Early Retirement . . . . . . . . . . 21
Section 3.3 Special Early Retirement . . . . . . 21
Section 3.4 Disability Retirement. . . . . . . . 22
Section 3.5 Deferred Vested Pension. . . . . . . 23
Section 3.6 Death Benefit. . . . . . . . . . . . 24
Section 3.7 Medicare Part B Premium
Supplemental Benefit . . . . . . . 24
IV AMOUNT OF RETIREMENT PENSION
Section 4.1 Normal Retirement Pension. . . . . . 25
Section 4.2 Early Retirement Pension . . . . . . 27
Section 4.3 Special Early Retirement Pension . . 28
Section 4.4 Disability Retirement Pension. . . . 29
Section 4.5 Deferred Vested Pension. . . . . . . 29
Section 4.6 Death Benefit . . . . . . . . . . . 29
Section 4.7 Medicare Part B Premium
Supplemental Benefit . . . . . . . 30
Section 4.8 Maximum Pension . . . . . . . . . . 30
Section 4.9 Top-Heavy Provisions . . . . . . . . 32
V MANNER OF PAYMENT AND OPTIONAL BENEFITS
Section 5.1 Coverage Prior to Retirement . . . . 38
Section 5.2 Coverage Option Upon Retirement or
Other Termination of Employment . . 39
Section 5.3 Forms of Benefit . . . . . . . . . . 40
Section 5.4 Rules. . . . . . . . . . . . . . . . 41
Section 5.5 Lump Sum and other Manner of Payment 43
Section 5.6 Limitations. . . . . . . . . . . . . 44
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ARTICLE PAGE
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VI PLAN FINANCING
Section 6.1 Contributions . . . . . . . . . . . 45
Section 6.2 Trust Fund . . . . . . . . . . . . . 45
VII ADMINISTRATION
Section 7.1 Allocation of Responsibility Among
Fiduciaries for Plan and Trust
Administration . . . . . . . . . . 46
Section 7.2 Appointment of Board. . . . . . . . 47
Section 7.3 Claims Procedure. . . . . . . . . . 47
Section 7.4 Records and Reports . . . . . . . . 48
Section 7.5 Other Board Powers and Duties . . . 48
Section 7.6 Rules and Decisions . . . . . . . . 49
Section 7.7 Board Procedures. . . . . . . . . . 50
Section 7.8 Authorization of Benefit Payments . 50
Section 7.9 Application and Forms for Pension . 50
Section 7.10 Facility of Payment . . . . . . . . 51
VIII MISCELLANEOUS
Section 8.1 Nonguarantee of Employment. . . . . 51
Section 8.2 Rights to Trust Assets. . . . . . . 52
Section 8.3 Nonalienation of Benefits . . . . . 52
IX AMENDMENTS AND ACTION BY EMPLOYER
Section 9.1 Amendments . . . . . . . . . . . . 53
Section 9.2 Action by Company . . . . . . . . . 53
X SUCCESSOR COMPANY AND MERGER OR CONSOLIDATION OF PLANS
Section 10.1 Successor Company . . . . . . . . . 53
Section 10.2 Plan Assets . . . . . . . . . . . . 53
XI RESTRICTIONS ON BENEFITS PAYABLE TO HIGHLY COMPENSATED
PARTICIPANTS . . . . . . . . . . . . . . . . . . 55
XII PLAN TERMINATION
Section 12.1 Right to Terminate . . . . . . . . 57
Section 12.2 Partial Termination . . . . . . . . 58
Section 12.3 Liquidation of Trust Fund . . . . . 58
Section 12.4 Manner of Distribution. . . . . . . 63
Section 12.5 Residual Amounts. . . . . . . . . . 64
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MODINE MANUFACTURING COMPANY
MODINE PENSION AND DISABILITY PLAN FOR SALARIED EMPLOYEES
TWENTY-FIFTH AMENDMENT AND RESTATEMENT
WHEREAS, the Company established the Modine Pension and
Disability Plan for Salaried Employees effective January 1, 1951,
adopted a First Amendment thereto effective January 1, 1951, a
Second Amendment thereto effective April 1, 1954, a Third
Amendment thereto effective January 1, 1956, a Fourth Amendment
and Restatement thereof effective April 1, 1960, a Fifth
Amendment thereto effective January 1, 1961, a Sixth Amendment
thereto effective April 29, 1965, a Seventh Amendment thereto
effective July 15, 1965, an Eighth Amendment thereto effective
December 1, 1968, a Ninth Amendment thereto effective July 2,
1969, a Tenth Amendment thereto effective April 1, 1972, an
Eleventh Amendment and Restatement thereof effective January 1,
1976, a Twelfth Amendment and Restatement thereof effective
January 1, 1979, a Thirteenth Amendment thereto effective January
1, 1979, a Fourteenth Amendment thereto effective January 1,
1983, a Fifteenth Amendment thereto effective May 19, 1983, a
Sixteenth Amendment thereto effective January 1, 1984, a
Seventeenth Amendment thereto effective October 1, 1984, an
Eighteenth Amendment thereto effective October 1, 1984, a
Nineteenth Amendment thereto effective December 19, 1985, a
Twentieth Amendment and Restatement thereof effective April 1,
1986, a Twenty-first Amendment thereto effective January 1, 1987,
a Twenty-second Amendment thereto effective April 1, 1988, a
Twenty-third Amendment thereto effective April 1, 1989, and a
Twenty-fourth Amendment thereto effective May 16, 1990, and
WHEREAS, it is the desire of the Company to again amend and
restate such Plan as hereinafter set forth,
NOW, THEREFORE, the Company does hereby adopt a "Twenty-
Fifth Amendment and Restatement" to the Modine Pension Plan for
Salaried Employees and does hereby amend such Plan as set forth
herein.
PURPOSE
Effective as of January 1, 1951, Modine Manufacturing
Company adopted the MODINE PENSION AND DISABILITY PLAN FOR
SALARIED EMPLOYEES and executed a trust agreement to provide
retirement benefits for its employees.
The Plan was subsequently amended; and effective as of
February 20, 1991, the Company adopted the amended and restated
Plan, as set forth herein. The Modine Salaried Employees
Retirement Trust Agreement which was established by agreement
executed on July 30, 1951, as amended to date is intended to form
a part of the Plan.
The Plan and Trust are intended to meet the requirements of
Sections 401(a) and 501(a) of the Internal Revenue Code of 1954,
as amended by the Employee Retirement Income Security Act of 1974.
The provisions of this Plan shall apply to an employee who
terminates employment on or after the Effective Date. The rights
and benefits, if any, of a former employee shall be determined in
accordance with the provisions of the Plan in effect on the date
his employment terminated.
ARTICLE I
DEFINITIONS AND CONSTRUCTION
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Section 1.1 Definitions: Where the following words and
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phrases appear in this Plan, they shall have the respective
meanings set forth below, unless the context clearly indicates to
the contrary:
(a) Accrued Benefit. The amount calculated in accordance
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with Section 4.1 for Retirement at Normal
Retirement Date. In calculating the Section 4.1
amount, for purposes of the Accrued Benefit, only
Average Annual Earnings and Credited Service
accumulated prior to the date of determination shall
be considered. The Accrued Benefit, however, shall
not be less than the minimum benefit specified in
Section 4.1. "Date of determination" shall be the
latest of
(1) the last working day of the Participant
with the Company,
(2) when a doctor certifies that the
Participant is totally and permanently disabled,
(3) the last day the Participant receives
salary continuation benefits, or
(4) the date of actual Retirement of the
Participant as defined by the Plan.
(b) Actuarial (or Actuarially) Equivalent: Equality in
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value of the aggregate amounts expected to be
received under different forms of payment, based on
actuarial assumptions approved from time to time by
the Board of Administration. The annuity factors
applicable as of the effective date, are attached
hereto and identified as Exhibit A.
(c) Actuary: The individual actuary or firm of actuaries
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selected by the Company to provide actuarial services
in connection with the administration of the Plan.
(d) Annual Earnings: The amount of base pay paid to a
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Participant during the calendar year for personal
services rendered to the Company, including (but not
limited to) vacation pay, short-term disability,
authorized paid leaves of absence, bonuses, overtime,
overtime premium pay and any reduction in such base
pay under a Company salary or wage reduction plan.
The Annual Earnings of a Foreign Participant,
eligible to participate under Section 2.7(c) hereof,
shall be recorded in U.S. Dollars. The applicable
exchange rate shall be the exchange rate on the last
day of the applicable calendar year (or the last day
of employment, if other than the last day of the
calendar year). Total Annual Earnings of a
Participant in any calendar year, including any
calendar year prior to April 1, 1989, shall not
exceed $222,220, adjusted for changes in the cost of
living as provided in Section 415(d) of the Internal
Revenue Code. However, the Accrued Benefit
determined applying this limit shall not be less than
the Accrued Benefit determined on April 1, 1989
without regard to this limit.
For a Participant who transferred from a position
of employment with Modine Heat Transfer, Inc., a
wholly-owned subsidiary of the Company, Annual
Earnings shall include Annual Earnings as determined
under any other benefit plan covering the Participant
before his transfer.
(e) Authorized Leave of Absence: Any absence authorized
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by the Company under the Company's standard
personnel practices, provide that the Participant
returns within the period specified in the Authorized
Leave of Absence.
(f) Average Annual Earnings: The arithmetic average of a
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Participant's Annual Earnings for the highest
five consecutive calendar years during the last ten
years immediately preceding the earlier of the
calendar year of the termination of service with the
Company, or the calendar year in which a lump-sum
amount is paid under Section 5.5(b). When a
Participant accumulates, on or before termination of
service, one year of Credited Service in the calendar
year of such termination under Section 2.3 hereof,
his Annual Earnings for such calendar year, paid on
or before his termination, shall be considered in
determining his Average Annual Earnings, and may be
one of the highest five consecutive calendar years
used in calculating such Average Annual Earnings.
(g) Board: The Board of Administration as defined in
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ARTICLE VII.
(h) Company: Modine Manufacturing Company, a corporation
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organized and existing under the laws of the
State of Wisconsin, its wholly-owned domestic
subsidiaries as of January 1, 1979, or its successor
or successors.
(i) Covered Compensation: With respect to an Employee,
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the average of the contribution and benefit basis
in effect under Section 230 of the Social Security
Act for each year in the 35-year period ending with
the year in which the Employee attains, or would
attain, Social Security Retirement Age as defined in
Section 415(b)(8) of the Internal Revenue Code.
Should the "date of determination" of the Accrued
Benefit of such Employee, as defined in Section 1.1(a),
precede his Social Security Retirement Age, the
contribution and benefit basis for each year from date
of determination to his Social Security Retirement Age
shall be assumed to be the contribution and benefit
basis for the year of his date of determination.
(j) Credited Service: The period of a Participant's
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employment considered in determining the amount
of benefit payable to or on behalf of a Participant
in accordance with Section 2.3.
(k) Death Benefit: The payment made pursuant to this Plan
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to the surviving beneficiary, however designated
or selected, in accordance with Section 3.6.
(l) Disability: A physical or mental condition which
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totally and presumably permanently prevents a
Participant from engaging in any substantially
gainful activity as determined in accordance with the
provisions of Section 3.4.
(m) ERISA: Public Law No. 93-406, the Employee Retirement
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Income Security Act of 1974, as amended from time to
time.
(n) Effective Date: February 20, 1991, the date on which
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the provisions of this Amended and Restated Plan
became effective.
(o) Eligibility Service: The period of a Participant's
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employment considered in the determination of his
eligibility for vested benefits under the Plan, in
accordance with Section 2.2.
(p) Employee: Any salaried employee of the Company who,
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on or after the Effective Date, is receiving
remuneration for personal services rendered to the
Company (or would be receiving such remuneration
except for an Authorized Leave of Absence).
(q) Fiduciaries: The Board of Administration, the
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Investment Committee, the Investment Manager and
the Trustee, but only with respect of the specific
responsibilities of each for Plan and Trust
administration, all as described in Section 7.1.
(r) Normal Retirement Date: The earlier of (i) the
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Participant's 65th birthday or (ii) the date in
which the Participant has both reached age 62 and
accumulated thirty or more years of Eligibility
Service.
(s) PBGC: Pension Benefit Guaranty Corporation, a body
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corporate within the Department of Labor
established under the provisions of TITLE IV of
ERISA.
(t) Participant: An Employee participating in the Plan in
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accordance with the provisions of Section 2.1.
(u) Pension: A series of monthly monetary amounts which
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are payable to a person who is entitled to receive
benefits under the Plan.
(v) Plan: Modine Pension Plan for Salaried Employees as
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set forth herein, and as amended from time to time.
(w) Plan Year: The 12-month period commencing April 1
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and ending on March 31.
(x) Retirement: Termination of employment for reason
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other than death after a Participant has
fulfilled all requirements for a Normal, Early, or
Disability Retirement Pension. Retirement shall be
considered as commencing on the day immediately
following a Participant's last day of employment (or
Authorized Leave of Absence, if later). For the
purposes of this Plan, Retirement shall also be
considered as commencing on the day a Participant
receives a lump-sum amount under Section 5.5(b)
hereof.
(y) Social Security Retirement Age: The age of a
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Participant used to determine when full,
unreduced Social Security Benefits will be paid.
(z) Trust: The fund known as the Modine Salaried
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Employees Retirement Trust Fund, maintained in
accordance with the terms of the Trust Agreement, as
from time to time amended, which constitutes a part of
this Plan.
(aa) Trustee: The corporation or individuals appointed by
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the Board of Directors of the Company to hold the
assets of the Trust.
Section 1.2 Construction: The masculine gender, where
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appearing in the Plan, shall be deemed to include the feminine
gender, and the singular may include the plural, unless the
context clearly indicates to the contrary. The words "hereof,"
"herein," "hereunder" and other similar compounds of the word
"here" shall mean and refer to the entire Plan, not to any
particular provision or Section.
ARTICLE II
PARTICIPATION AND ELIGIBILITY
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Section 2.1 Participation:
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(a) An Employee shall become a Participant in the Plan as
follows:
(1) Any Employee covered by the Plan prior
to the Effective Date shall continue to
participate in accordance with the provisions of
the Plan as amended.
(2) Any Employee employed on the Effective
Date but not covered by the Plan previously or
any Employee hired after the Effective Date
shall become a Participant when and if he
completes a 12-month period (12 consecutive
complete calendar months) from the date of hire
of not less than 1,000 hours of employment. He
shall become a Participant on the earliest April 1
or October 1 following such 12-month period.
"Hours of Employment" shall include hours
actually worked for the Company, to be credited
for the period during which the duties are
performed. "Hours of Employment" shall also
include periods of paid holidays, compensated
short-term illness or disability, paid vacation,
and other Authorized Leaves of Absence for which
a Participant is paid or entitled to payment.
Such "Hours of Employment" shall be credited to
the period or periods in which the period during
which no services are performed occurs. "Hours
of Employment" shall also include any hours for
which a Participant shall be entitled to an
award for back pay, but only to the extent that
such hours are not included above, such hours to
be credited to the period or periods to which
the award for back pay pertains.
(b) For an Employee returning after a Break in
Service as defined in Section 2.4, the provisions of
said Section shall apply.
(c) A former Employee entitled to receive a Pension
under the Plan shall continue as a Participant until
the date of his death.
Section 2.2 Eligibility Service: A Participant's
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eligibility for benefits under the Plan shall be determined by
his period of Eligibility Service, in accordance with the
following:
(a) Eligibility Service Prior to the Effective Date: For
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a Participant covered by the Plan prior to the
Effective Date, Eligibility Service shall be credited
under the provisions of the Plan as then in effect;
except that, for an Employee whose Normal Retirement
Date preceded the Effective Date, Eligibility Service
shall include the period of service from his Normal
Retirement Date to the Effective Date.
(b) Eligibility Service From and After the Effective Date:
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Subject to the Break in Service provisions of
Section 2.4, a Participant shall accrue a year of
Eligibility Service for each calendar year in which
he has 1,000 or more Hours of Employment as defined
in Section 2.1(a)(2); and including the calendar year
in which he Retires provided he has 1000 or more
Hours of Employment in that calendar year by his date
of Retirement. A Participant shall also accrue a
year of Eligibility Service for each calendar year in
which he serves in the military, up to a total of
four years. When an Employee becomes a Participant
initially, or following a Break in Service, his
service enabling participation is included for the
purpose of computing Eligibility Service.
Section 2.3 Credited Service: For the purpose of
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calculating Retirement Benefits under ARTICLE IV, a Participant's
Credited Service shall be determined as follows:
(a) Credited Service Prior to the Effective Date: For a
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Participant covered by the plan prior to the
Effective Date, Credited Service shall be credited
under the provisions of the Plan as then in effect;
except that, for an Employee whose Normal Retirement
Date preceded the Effective Date, Credited Service
shall include the period of service from his Normal
Retirement Date to the Effective Date.
(b) Credited Service On and After the Effective Date:
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Subject to the Break in Service provisions of
Section 2.4, a Participant shall accrue one year of
Credited Service for each calendar year in which he
has 1,800 or more hours of eligible employment, and
one-tenth of a year of Credited Service for each 180
hours of eligible employment in the calendar year in
which he has less than 1,800 hours of eligible
employment; and including hours of eligible
employment in the year in which he Retires
accumulated to his date of Retirement; however, no
Credited Service shall be accrued where there are
fewer than 500 hours of eligible employment in the
calendar year; and total Credited Service cannot
exceed 40 (except in the event that Participant has
over 40 years of Credited Service as of the Effective
Date, in which event his Credited Service shall be
the years of Credited Service as of his Effective
Date). Except that when an Employee on or after the
Effective Date becomes a Participant initially, or
following a Break in Service, his service enabling
participation even if less than 500 hours in the
calendar year in which he becomes an Employee is
included for the purpose of computing Credited
Service. Hours of eligible employment shall include
hours actually worked for the Company, to be credited
for the period during which the duties are performed.
Hours of eligible employment shall also include
periods of paid holidays, compensated short-term
illness or disability, paid vacation, and other
leaves of absence granted by the Company for which a
Participant is paid or entitled to payment. The
period for which a Participant is absent from work
and receiving Workers' Compensation benefits from the
Company shall be counted as hours of eligible
employment at the rate of 40 hours per week. Such
hours of eligible employment shall be credited for
the period or periods in which the period during
which no services were performed occurs. Hours of
eligible employment shall be credited for a period of
Military Service which shall not exceed four years.
Hours of eligible employment shall also include any
hours for which a Participant shall be entitled to an
award for back pay, but only to the extent that such
hours are not included above, such hours to be
credited for the period or periods to which the award
for back pay pertains.
Section 2.4 Break in Service: After the Effective Date, a
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calendar year during which a Participant completes less than 500
Hours of Employment shall constitute a Break in Service. Hours
of Employment shall include the periods set forth in Section 2.2
for Eligibility Service from and after the Effective Date. Upon
incurring a Break in Service, an Employee's rights and benefits
under the Plan shall be determined in accordance with his
Eligibility Service, Credited Service and Annual Earnings at the
time of the Break in Service. A former Participant who
subsequently completes a 12-month period from his date of re-
employment or anniversary thereof of not less than 1,000 Hours of
Employment, and who at the time of a Break in Service satisfied
the vesting requirements of Section 3.5, shall have his pre-break
Eligibility Service and Credited Service restored in determining
his rights and benefits under the Plan. Such former Participant
who at the time of a Break in Service had not satisfied the
requirements for a vested benefit under Section 3.5 shall have
his pre-break Eligibility Service and Credited Service restored
only if either (1) the number of consecutive years of Break in
Service is five or less, or (2) the number of consecutive years
of Break in Service was less than the aggregate number of years
of pre-break Service. A re-employed Participant who is entitled
to restored Eligibility Service and Credited Service shall be
deemed to participate as of his re-employment date.
Section 2.5 Maternity and Paternity Leave: An authorized
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Leave of Absence due to (1) pregnancy of the Participant, (2)
birth of a child of the Participant, (3) placement of a child in
connection with adoption of the child by the Participant, or (4)
caring for a child during the period immediately following birth
or placement for adoption, shall not constitute a Break in
Service, provided that such Leave of Absence is not for a period
longer than one 12-month period in which such Participant
completes less than 500 hours of employment. Such 12-month
period applies only to a year in which either (i) the absence
begins, or (ii) the following year if it would not otherwise be a
Break in Service in the first year. An Authorized Leave of
Absence under this Section is one in which the Participant was on
a Leave of Absence due to one of the permitted reasons, and such
Participant provides the Board with an acceptable certification
that the leave was taken for one of the permitted reasons.
Section 2.6 Military Service: An Authorized Leave of
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Absence due to service in the Armed Forces of the United States
shall not constitute a Break in Service, provided such service
does not exceed four years, and further provided that the
Employee returns to employment with the Company within ninety
(90) days after his separation from Active Duty.
Section 2.7 Effect of Transfer and/or Merger:
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(a) A Participant who transferred from a position of
employment with the Company not covered by the Plan,
shall have his service with the Company credited for
Eligibility Service and Credited Service as if he had
been a Participant under the Plan. Any benefit or
service under any other benefit plan covering the
Participant before the transfer shall be extinguished
and discontinued. Upon the subsequent termination or
retirement of such Participant, the amount of his
benefit thereafter shall be determined under the
applicable provisions of whichever pension plan or
pension agreement of the Company covers such
Participant at the time of his subsequent termination
or retirement.
(b) A Participant who was an active full-time
employee of a predecessor company which merged into
the Company prior to the Effective Date, shall have
his former service credited on the same basis as if
he had been a Participant under the Plan during the
period of time he was employed by the Company and its
predecessor.
(c) A Participant who transfers from a position of
employment with the Company covered by the Plan to a
position of salaried employment with the Company not
covered by the Plan, shall continue to be covered by
the Plan and shall have his service with the Company
credited for Eligibility Service and Credited
Service. For the purposes of this paragraph (c), the
term "Company" shall mean Modine Manufacturing
Company, a corporation organized and existing under
the laws of the State of Wisconsin, its subsidiaries
and affiliates, whether foreign or domestic, existing
as of the Effective Date or to come into existence at
any future time.
(d) A Participant who transfers from a position of
employment with Modine Heat Transfer, Inc., a wholly-
owned subsidiary of the Company, shall have his
service with Modine Heat Transfer, Inc. credited for
Eligibility Service and Credited Service as credited
under any other benefit plan covering the Participant
immediately preceding his transfer.
Section 2.8 Effect of Rehire: A Participant who returns to
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employment with the Company:
(a) While receiving Retirement Pension payments under
Sections 3.1, 3.2, 3.3 or 3.4, may elect either:
(1) to continue to receive such Pension
payments, which shall be adjusted as of January 1
of each year of such re-employment only for
any additional Credited Service accumulated
during the immediately preceding calendar year;
but his Average Annual Earnings and Primary
Social Security Benefit or Covered Compensation,
and any early payment reduction under Section
4.2(b), shall not be increased or reduced; or
(2) to have any further Pension payments
suspended until he again retires, at which time
his Pension Benefit shall be recalculated based
upon Average Annual Earnings, Covered
Compensation and Credited Service as of his
Retirement Date, but reduced by the Actuarial
Equivalent of any such Pension payments he
received prior to such subsequent Retirement.
(b) While receiving Deferred Vested Pension payments
under Section 3.5 hereof:
(1) If the Company, at the time of rehire,
determines that he will complete a 12-month
period of not less than 1000 Hours of Employment
from his date of rehire, he shall have any
further Pension payments suspended until he
retires, at which time his Pension payable shall
be recalculated based upon Average Annual
Earnings, Covered Compensation and Credited
Service at Retirement Date, but reduced by the
Actuarial Equivalent of any such Pension
payments he received prior to such subsequent
Retirement.
(2) If the Company, at time of rehire,
determines that he will not complete 1000 Hours
of Employment in the 12-month period from his
date of rehire, he shall continue to receive
such Pension payments, which shall not be
increased or reduced by such re- employment.
However, in the event he subsequently completes
a 12-month period from his date of re-employment
or anniversary thereof of not less than 1000
hours of employment, he may elect either:
(i) to continue to receive such
Pension payments, which shall be adjusted
as of January 1 of each year of such re-
employment only for any additional Credited
Service accumulated during the immediately
preceding calendar year; but his Average
Annual Earnings and Primary Social Service
Benefit or Covered Compensation, and any
early payment reduction under Section
4.2(b), shall not be increased or reduced;
or
(ii) to have any further Pension payments
suspended until he Retires, at which time
his Pension Benefit shall be recalculated
based upon Average Annual Earnings, Covered
Compensation and Credited Service as of his
Retirement Date, but reduced by the Actuarial
Equivalent of any such Pension payments he
received prior to such subsequent Retirement.
(c) After having received a lump-sum payment of his
Pension Benefit under Section 5.5(b) hereof, he shall
receive no further Pension payments.
Section 2.9 Foreign Participants: For all purposes of this
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Plan, all benefits of an Employee of a foreign subsidiary or
affiliate of the Company eligible to participate under Section
2.7(c) hereof, and the calculations thereof, shall be recorded in
U.S. Dollars. Where required for such recording, the applicable
exchange rate shall be the exchange rate on the date of pension
determination; except that, for determination of any annual or
other periodic earnings of such an Employee, the exchange rate on
the last day of the applicable period shall be used.
ARTICLE III
PENSION REQUIREMENTS
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Section 3.1 Normal Retirement: A Participant with five or
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more years of Eligibility Service shall be eligible for a on-
forfeitable Normal Retirement Pension if his employment is
terminated on or after his Normal Retirement Date.
Section 3.2 Early Retirement: A Participant shall be
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eligible for an Early Retirement Pension if his employment is
terminated on or after reaching age 55 and after he has
accumulated five or more years of Eligibility Service. Payment
of an Early Retirement Pension shall commence as of the first day
of the month following the month of the Participant's 65th
birthday. However, if a Participant requests the Board to
authorize the commencement of his Early Retirement Pension as of
the first day of the month following his Retirement, or as of the
first day of any subsequent month which precedes his sixty-fifth
birthday, his Pension shall commence as of the date determined by
the Board, but the amount thereof shall be reduced as provided in
Section 4.2.
Section 3.3 Special Early Retirement: A Participant, other
----------- ------------------------
than an officer or one of the twenty-five highest-paid employees
of the Company, who has attained age 60 and has accumulated ten
or more years of Eligibility Service and
(a) Retires on or after the Effective Date at the
request of the Company (1) due to a change in, or
elimination of his job or (2) because he is, in the
opinion of the Company, no longer physically or
mentally able to fulfill the requirements of any
qualified job available, or
(b) Has been employed by the Company as a pilot for a
period of at least the five consecutive calendar
years immediately preceding the year in which he
attains age 60,
shall be eligible for a Special Early Retirement Benefit in
accordance with Section 4.3.
Section 3.4 Disability Retirement: A Participant shall be
----------- ---------------------
eligible for a Disability Retirement Pension if his employment is
terminated by reason of permanent Disability after he has
accumulated 10 or more years of Eligibility Service. Payment of
a Disability Retirement Pension shall commence as of the first
day of the month following his sixty-fifth birthday.
A Participant shall be deemed to be totally and permanently
disabled only if and when (a) he has been totally disabled by
bodily injury or disease so as to be prevented thereby from
engaging in any regular occupation or employment for remuneration
or profit, except such employment as is found by the Board to be
for the purpose of rehabilitation or not incompatible with the
finding of total and permanent disability; and (b) in the opinion
of the Board such total disability will be permanent and
continuous for the remainder of his life.
Notwithstanding any other provision of this Section, no
Participant shall qualify for a Disability Retirement Pension if
the Board determines that his Disability results from (a) chronic
alcoholism, (b) self-addiction to narcotics, (c) an injury
suffered while engaged in a felonious or criminal act or
enterprise, or (d) service in the Armed Forces of the United
States or the Merchant Marine which entitles the Participant to a
veteran's disability pension; but this provision shall not
prevent the Participant from qualifying for a Pension under
another provision of the Plan.
Disability shall be considered to have ended and entitlement
to a Disability Retirement Pension shall cease if, prior to his
65th birthday, the Participant (a) is re-employed by the Company;
(b) engages in any substantially gainful activity, except for
such employment as is found by the Board to be for the primary
purpose of rehabilitation or not incompatible with a finding of
total and permanent disability; (c) has sufficiently recovered,
in the opinion of the Board based on a medical examination by a
doctor or clinic appointed by the Board, to be able to engage in
regular employment with the Company and refuses an offer of
employment of the Company; or (d) refuses to undergo any medical
examination requested by the Board, provided that a medical
examination shall not be required more frequently than twice in
any calendar year. If entitlement to a Disability Retirement
Pension ceases in accordance with the provisions of this
paragraph, such a Participant shall not be prevented from
qualifying for a Pension under another provision of the Plan
based on his Eligibility Service, Credited Service and Annual
Earnings prior to Disability Retirement.
Section 3.5 Deferred Vested Pension: A Participant shall
----------- -----------------------
be eligible for a Deferred Vested Pension in accordance with the
provisions of Section 4.5 if his employment is terminated before
death or Retirement but after he has accumulated at least five
years of Eligibility Service.
Section 3.6 Death Benefit: Upon the death of any
----------- -------------
Participant who retires and is entitled to Normal, Early, Special
Early, or Disability Retirement benefits, a Death Benefit shall
be payable as a lump sum to the surviving beneficiary designated
in writing by the Participant or, in the event of his failure to
designate a surviving beneficiary, to such relative or such other
person as the Board, in its sole discretion, shall determine.
Neither the Company nor the Trustee (in its capacity as such)
shall be named as beneficiary. A designation or change of
beneficiary shall be made in writing on such form or forms and
under such rules as the Board may require.
Section 3.7 Medicare Part B Premium Supplemental Benefit:
----------- --------------------------------------------
A Participant who retires with at least a total of five years of
Eligibility Service with the Company and Modine Heat Transfer,
Inc., a wholly-owned subsidiary of the Company; or ten years of
total Eligibility Service with the Company, Modine Heat Transfer,
Inc., Sundstrand Heat Transfer, Inc., a Michigan corporation, and
Sundstrand Tubular Products, Inc., a Missouri corporation; and is
entitled to Normal, Early, Special Early, or Disability
Retirement benefits, including such Participant who retired prior
to the Effective Date, shall receive a monthly supplement equal
in amount to current premiums applicable to Medicare Part B
coverage of the Participant and his spouse at the time of
Retirement. Upon the death of the Participant, such supplement
shall be continued to his spouse at the time of Retirement until
her death.
ARTICLE IV
AMOUNT OF RETIREMENT PENSION
----------------------------
Section 4.1 Normal Retirement Pension: Subject to the
----------- -------------------------
provisions of Section 4.8, the monthly amount of the Normal
Retirement Pension on a single-life basis shall be equal to one-
twelfth (1/12) of the greater of:
(a) The Participant's Accrued Benefit determined as
of the Grandfather Benefit Date, as defined below,
under Section 1.1(a) as it existed on said
Grandfather Benefit Date; or
(b) (1) One and two-tenths (1.2%) percent of the
Participant's Average Annual Earnings for each
year of Credited Service up to a maximum forty
(40) years, plus
(2) Four hundred and seventy-five thousandths (.475%)
percent of his Average Annual Earnings in excess
of Covered Compensation for each year of Credited
Service up to a maximum of thirty-five (35) years.
"Grandfather Benefit Date" means (i) The earlier of the date
of the Participant's termination of employment or February 19,
1991 in the case of any Participant who is not a Super-Highly
Compensated Employee, as defined below, for either the Plan Year
beginning April 1, 1989 or the Plan Year beginning April 1, 1990,
(ii) March 31, 1989 in the case of any Participant who is a Super-
Highly Compensated Employee for the Plan Year beginning April 1,
1989, or (iii) March 31, 1990 in the case of any Participant who
is not a Super-Highly Compensated Employee for the Plan Year
beginning April 1, 1989 but is a Super-Highly Compensated
Employee for the Plan Year beginning April 1, 1990.
"Super-Highly Compensated Employee" means a highly
compensated employee within the meaning of Section 414(q)(1)(A)
or (B) of the Internal Revenue Code.
If such Participant retires subsequent to his 65th birthday,
his Normal Retirement Pension shall be equal to the monthly
amount based on Credited Service and Average Annual Earnings as
of his date of Retirement, and Covered Compensation as of his
Social Security Retirement Age, or date of Retirement, if
earlier; except that Credited Service cannot exceed the greater
of 40, or Credited Service as of the Effective Date. If such
Participant retires subsequent to his 70th birthday, his Normal
Retirement Pension shall commence no later than April 1 of the
calendar year following the calendar year in which he reaches age
70-1/2. Such Normal Retirement Pension shall be recalculated
each year thereafter until Retirement, but will be reduced by the
actuarial value of any Pension received.
The preceding calculations notwithstanding, no monthly
Normal Retirement Pension shall be less than an amount computed
as follows: $10.00 for each year of Credited Service (computed
to the nearest 1/10th of a year). The Normal Retirement Pension
shall, in any event, be not less than an Early Retirement Pension
that would have been payable to the Participant upon an Early
Retirement under Section 3.2 hereof.
Such monthly Normal Retirement Pension of a Foreign
Participant, eligible to participate under Section 2.7(c) hereof,
shall be reduced by one-twelfth of any annual pension or similar
benefit to which such Participant is eligible under the laws of
the particular foreign country.
Section 4.2 Early Retirement Pension:
----------- ------------------------
(a) Subject to the provisions of Section 4.8, the
monthly amount of the Early Retirement Pension on a
single-life payable at the Participant's 65th
birthday shall be equal to:
(i) If he Retires prior to his 62nd
birthday, his Accrued Benefit;
(ii) If he Retires on or after his 62nd
birthday, the amount calculated in accordance
with Section 4.1 for a Normal Retirement
Pension, based on Credited Service, Average
Annual Earnings and Covered Compensation as of
his date of determination; but in any event, not
less than his Accrued Benefit.
(b) If payment of an Early Retirement Pension
commences before the Participant reaches age 62, the
amount of such Pension shall be reduced by 4/10 of
one percent for each month that the commencement date
of the Pension precedes the Participant's 62nd
birthday. If payment of an Early Retirement Pension
commences on or after the Participant reaches age 62,
the amount of such Pension shall not be reduced.
(c) The aggregate amount of the Pension Benefit
payments to such Participant who is to receive a
single-life annuity (Option X as set forth in Section
5.3(a)) may, with due regard to the wishes of the
Participant and with the approval of the Board, be
apportioned to provide uniform monthly payments from
the fund for the balance of the life of the
Participant or to provide larger monthly payments
during the period of retirement prior to age 65, and
smaller payments thereafter so as to equate for or
offset the estimated Social Security Benefits or any
other type of benefit which foreseeably will become
payable to the Participant at age 65.
Section 4.3 Special Early Retirement Pension: Subject to
----------- --------------------------------
the provisions of Section 4.8, the monthly amount of the Special
Early Retirement Pension on a single-life basis payable at the
Participant's Retirement shall be equal to his Accrued Benefit
calculated in accordance with Section 4.1; except that for the
part of such calculation that applies to Average Annual Earnings
in excess of Covered Compensation (Subparagraph 4.1(b)(2)), the
calculated amount shall be reduced by 4/10 of one percent for
each month that the payment commencement date precedes the
Participant's 62nd birthday.
Section 4.4 Disability Retirement Pension: Subject to the
----------- -----------------------------
provisions of Section 4.8, the monthly amount of the Disability
Retirement Pension on a single-life basis, payable at age 65
shall be equal to the Participant's Accrued Benefit (except that
Covered Compensation shall be determined using the contribution
and benefit basis at age 65), assuming Average Annual Earnings at
the time of Disability continue to age 65 and assuming all years
between the Disability Retirement and age 65 are considered
Credited Service.
Section 4.5 Deferred Vested Pension: The amount of a
----------- -----------------------
Participant's Deferred Vested Pension on a single-life basis,
commencing as of his 65th birthday, shall be equal to his Accrued
Benefit.
Such a Participant may request the Board by filed
application to authorize commencement of his Pension as of the
beginning of any calendar month on or after the Participant has
reached age fifty-five; and his Pension shall commence as of the
date determined by the Board, but the amount thereof shall be
actuarially reduced.
Section 4.6 Death Benefit: The amount of Death Benefit
----------- -------------
payable to the surviving beneficiary of a Participant retiring on
or after the Effective Date (a) with a Normal Retirement Benefit,
or with an Early Retirement or Special Early Retirement Benefit
if the Participant is at or over age 62 at the time of
Retirement, is $1,500; (b) with an Early or Special Early
Retirement Benefit, if the Participant is under age 62 at the
time of Retirement, is $1,500 reduced by 2/10 of 1% for each
complete calendar month by which the Participant is under age 62
at the time of Retirement; and (c) with a Disability Retirement
Benefit is $1,500 reduced by 2/10 of 1% for each complete
calendar month by which the Participant is under age 62 when he
commences receipt of long-term disability benefits provided by
the Company. However, if the Participant is eligible for both a
Company Group Life Insurance Benefit and a Death Benefit, he
shall be eligible only for the larger of the two benefits. No
Death Benefit shall be payable to the surviving beneficiary of a
Participant with a Deferred Vested Benefit.
Section 4.7 Medicare Part B Premium Supplemental Benefit:
----------- --------------------------------------------
The Participant shall receive a supplement to the Participant's
monthly Benefit payment equal to current premiums for Medicare
Part B coverage of the Participant and his spouse at the time of
Retirement. Upon the death of the Participant, such supplement
shall be continued to his spouse at the time of Retirement until
her death.
Section 4.8 Maximum Pension: The maximum benefit, when
----------- ---------------
expressed as a monthly pension, shall not exceed the greater of:
(a) the amount of any benefit vested as of December 31,
1986, or
(b) the lesser of:
(1) $9,080.25, or
(2) 100% of average monthly earnings during
the three years preceding Retirement, but not
less than $833.
These maximum limits are subject to the following:
(a) The maximum shall apply after any necessary
reduction for the joint and survivor pensions
described in Section 5.3.
(b) If benefits begin prior to Social Security
Retirement Age, the maximum benefit shall not exceed
the lesser of:
(1) The Actuarial Equivalent of the above
specified maximum benefit, or
(2) 100% of average monthly earnings during
the three years preceding Retirement, but not
less than $833.
(c) If benefits begin after Social Security
Retirement Age, the maximum benefit shall be the
Actuarial Equivalent of the above specified maximum
benefit.
(d) If the Participant has fewer than ten years of
Eligibility Service at Retirement, the applicable
maximum shall be multiplied by a fraction, of which
the numerator is Eligibility Service and the
denominator is 10.
(e) The maximum benefit, as stated above, shall be
increased as permitted by Internal Revenue Service
Regulations to reflect cost of living adjustments;
and shall be decreased as may be required by the
Internal Revenue Code or Internal Revenue Service
Regulations in order to maintain qualification of the
Plan under the Internal Revenue Code. However, any
such decrease in the maximum benefit shall not reduce
the amount of any benefit vested as of the effective
date of such decrease.
Notwithstanding the foregoing, the pension payable under
this Plan may be reduced to the extent necessary as determined by
the Board, either to prevent disqualification of the Plan under
Section 415 of the Internal Revenue Code which imposes additional
limitations on the Pension payable to Participants who also may
be participating in another tax-qualified pension, profit
sharing, savings or stock bonus plan of the Company; or to
prevent this Plan from being considered a top-heavy plan under
Section 416 of the Internal Revenue Code. The Board shall advise
affected Participants of any additional limitation of their
Pensions required by the preceding sentence.
Section 4.9 Top-Heavy Provisions: Effective April 1, 1984,
----------- --------------------
should the Plan be determined to be a Top-Heavy Plan as defined
by Paragraph (a) of this Section 4.9, the provisions of this
Section 4.9 shall apply.
(a) The Plan will be considered a Top-Heavy Plan for
the Plan Year if as of the last day of the preceding
Plan Year,
(1) the present value of the Accrued Benefits of
Participants who are Key Employees (as defined
in Section 416(i) of the Internal Revenue Code,
but in making such determination considering
compensation as defined in Section 1.415-2(d)
of the Income Tax Regulations) exceeds 60% of
the present value of the Accrued Benefits of all
Participants (called hereafter the 60% Test) or
(2) the Plan is part of a required aggregation group
(as defined in Paragraph (g), below) and the
required aggregation group is Top-Heavy. However,
and not withstanding the results of the 60% Test,
the Plan shall not be considered a Top-Heavy Plan
for any Plan Year in which the Plan is a part of
the required or permissive aggregation group which
is not Top-Heavy. For the purposes of making the
60% Test for any Plan Year, Accrued Benefits shall
be those amounts calculated as of the first day of
the preceding Plan Year and the present value of
those amounts shall be based on the actuarial
assumptions used by the Actuary in the actuarial
valuation made as of the first day of such
preceding Plan Year.
(b) The minimum Normal Retirement Pension for a Participant
terminating employment at or after age 65, and a minimum
Accrued Benefit payable at Normal Retirement Date for a
Participant who terminates employment prior thereto with
entitlement to a Pension, shall be equal to the product of
(1) 2% of his average monthly compensation,
as defined in Section 1.415-2(d) of the Income
Tax Regulations, during his five highest paid
consecutive calendar years of his employment (or
during his period of employment if less than 5
years) multiplied by
(2) The number of years in his first ten
years of employment after December 31, 1983 in
which the Plan is a Top-Heavy Plan.
(c) Notwithstanding the provisions of Sections 3.5
and 4.5, a Participant shall be eligible for a
Deferred Vested Pension if, while the Plan is a Top-
Heavy Plan, his employment is terminated before death
or Retirement after he has completed at least two
years of Eligibility Service. The amount of this
Deferred Vested Pension on a single-life basis,
commencing as of his 65th birthday, will be equal to
his vested percentage of his Accrued Benefit,
determined in accordance with the following table:
Years of Service Vested Percentage
---------------- -----------------
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
A Participant who had at least ten years of
Eligibility Service at the date of his termination of
employment may request the Board to authorize
commencement of his Deferred Vested Pension as of the
beginning of any calendar month on or after his 55th
birthday; and in such case, his Pension shall
commence as of the date requested, but the amount
thereof shall be reduced as provided in the second
paragraph of Section 4.5.
On the death of the Participant whose death
occurs prior to the date his pension commences
hereunder, who has completed less than ten years of
Eligibility Service at the date of his death but who
has earned a degree of vesting under the Plan prior
to his death pursuant to the provisions of this
Paragraph (c), a Pension shall be payable to his
spouse, if any. The Pension payable to the spouse of
such a Participant shall be equal to the amount the
spouse would have been entitled to receive had the
Participant commenced to receive a Deferred Vested
Pension under the provisions of this Paragraph (c)
and under the 50% Joint and Survivor provisions of
Section 5.1 as of his 65th birthday, based on his
Eligibility and Credited Service immediately prior to
the earlier of his death or termination of
employment, and then died immediately thereafter.
The pension payable to such a spouse shall commence
as of the Participant's 65th birthday and shall
continue until the beginning of the month in which
the death of the spouse occurs.
(d) If the Plan becomes a Top-Heavy Plan and
subsequently ceases to be such, the minimum benefit
accrued under Paragraph (b) of this Section while the
Plan was top-heavy shall continue to apply. If the
Plan becomes a Top-Heavy Plan and subsequently ceases
to be such, the vesting schedule in Paragraph (c) of
this Section shall continue to apply in determining
the Deferred Vested Pension of any Participant who
had at least five years of Eligibility Service as of
the last day of the last Plan Year of top-heaviness.
For other Participants, such schedule shall apply
only to their Accrued Benefits as of such last day of
such Plan Year.
(e) For any Plan Year in which the Plan is a Top-
Heavy Plan, the determination of Maximum Benefits
under Section 415 of the Internal Revenue Code, as
incorporated by reference in Section 4.8 of the Plan,
shall substitute the number "1.00" for the number
"1.25" wherever it appears in calculating such
Maximum Benefit, except such substitution shall not
have the effect of reducing any Benefit accrued under
the Plan prior to the first day of the Plan Year in
which this provision becomes applicable.
(f) For aggregation with other Plans:
(i) If a Key Employee under this Plan also
participates in another plan of the Company
which is qualified under Internal Revenue Code
Section 401(a), or if this Plan and another Plan
must be aggregated so that either this Plan or
the other Plan will meet the anti-discrimination
and coverage requirements of Internal Revenue
Code Section 401(a)(4) or 410, then this Plan
and any such other Plan will be aggregated for
purposes of determining top-heaviness. This
Plan will automatically be deemed top-heavy if
such required aggregation of plans is top-heavy
as a group and will automatically be deemed not
top-heavy if such required aggregation of plans
is not top-heavy as a group.
(ii) Any other Plan of the Company which is qualified
under Internal Revenue Code Section 401(a), and
which is not in the required aggregation referenced
in Paragraph (i) above, may be aggregated with this
Plan (and with any other Plan as in the required
aggregation group in Paragraph (i) above) for
purposes of determining top-heaviness if such
aggregation will continue to meet the anti-
discrimination and coverage requirements of
Internal Revenue Code Section 401(a)(4) and 410.
This Plan will automatically be deemed not top-heavy
if such permissive aggregation of plans is not
top-heavy as a group.
(iii) The top-heavy status of the Plans as a group
is determined by aggregating the plans'
respective top-heavy determinations that are
made as of determination dates that fall within
the same calendar year.
ARTICLE V
MANNER OF PAYMENT AND OPTIONAL BENEFITS
---------------------------------------
Section 5.1 Coverage Prior to Retirement: A joint and
----------- ----------------------------
survivor pension in accordance with Option B as set forth in
Section 5.3(c) shall be payable to the spouse of any married
Participant with five or more years of Eligibility Service who
dies before retiring from or otherwise leaving employment with
the Company.
(a) If such Participant had attained age 55, such
Pension, calculated in accordance with Section
5.3(c)(2), shall be equal to the amount the spouse
would have been entitled to receive if the
Participant had retired on the day immediately
preceding his death (and assuming, in the case of
such a Participant who dies while on Salary
Continuation or Long-term Disability, that the
Participant was entitled to receive an Early
Retirement Benefit on that day).
(b) If such Participant had not attained age 55,
Pension payments, calculated in accordance with
Section 5.3(c)(1), will commence the month following
the date the Participant would have reached age 55.
Such Pension shall be equal to the amount the spouse
would have been entitled to receive if the
Participant had reached age 55 on the day immediately
preceding the date Pension payment is to commence.
Section 5.2 Coverage Option Upon Retirement or Other
----------- ----------------------------------------
Termination of Employment:
- -------------------------
(a) Married Participants: Any married Participant, at the
--------------------
time of his Early, Special Early, Normal or
Disability Retirement, shall automatically have his
Early, Special Early, Normal or Disability Retirement
Pension converted into a joint and survivor pension
in the form of Option B as set forth in Section
5.3(c)(2) payable only to the spouse should the
spouse survive the Participant. Any married
Participant, upon leaving the Company prior to
reaching age 55 after accumulating at least five years
of Eligibility Service, shall automatically have his
Deferred Vested Pension converted into a joint and
survivor pension in the form of Option B as set forth
in Section 5.3(c)(1) payable only to the spouse should
the spouse survive the Participant. In the alternative,
the Participant may elect, with the consent of his spouse
in accordance with Section 5.4, to receive any one of the
other forms of benefit as provided in Section 5.3.
(1) If such Participant then dies on or after
reaching age 55, such Pension will be determined
in accordance with and as stated in Section 5.1(a).
(2) If such Participant then dies before attaining
age 55, such Pension shall be determined by and be
in accordance with Section 5.1(b).
(b) Unmarried Participants: Any Participant unmarried at the
----------------------
time of his Early, Special Early, Normal or Disability
Retirement shall receive a benefit in the form of Option X
as set forth in Section 5.3(a) unless the Participant elects,
in accordance with Section 5.4, to receive an Option A form
of benefit as provided in Section 5.3(b), or an Option B form
of benefit as provided in Section 5.3(c)(1).
Section 5.3 Forms of Benefit: The forms of benefit are:
----------- ----------------
(a) Option X: A monthly benefit only for the life of
the Participant, as calculated in ARTICLE IV.
(b) Option A: A monthly benefit having an equivalent
actuarial value to Option X which will provide a
reduced net benefit payable during the life of the
Participant and, after the Participant's death, the
same reduced net benefit payable to and during the
life of the Partici-pant's surviving spouse or other
surviving beneficiary designated or elected in
writing in accordance with Sections 5.2 and 5.4.
(c) Option B:
(1) A monthly benefit having an equivalent actuarial
value to Option X which will provide a reduced net
benefit payable during the life of the Participant
and, after the Participant's death, one-half of such
reduced net benefit payable to and during the life of
his surviving spouse or other surviving beneficiary
designated or elected in writing in accordance with
Sections 5.2 and 5.4.
(2) A monthly benefit calculated in accordance with
paragraph (1), but with the benefit payable during
the life of the surviving spouse being calculated as
if the reduction in the benefit payable during the
life of the Participant had been reduced by one-half
of the actuarial reduction provided in paragraph (1).
Section 5.4 Rules: An election of any form of benefit
----------- -----
shall be subject to the following rules:
(a) The Participant must make his election and designate
his surviving beneficiary in writing on a form provided
by and filed with the Company; and if the Participant is
married, any such election must be approved in writing by
the spouse and witnessed by a member of the Board of
Administration or its authorized agent, or by a notary
public.
(b) Any Participant who has elected a form of benefit
may revoke or change such election in the same manner
as set forth in paragraph (a) of this Section 5.4.
(c) If the designated or elected beneficiary of any
Participant shall die before the Participant has
retired from or otherwise left employment with the
Company, the Participant's election of an optional
benefit shall be treated as though his election of an
optional benefit had not been filed.
(d) If the designated or elected beneficiary of a
Participant shall die after the Participant shall
have retired from or otherwise left employment with
the Company, but prior to the death of the
Participant, the Participant shall continue to
receive the reduced net benefit provided under
Section 5.3(b) or 5.3(c).
(e) A Participant must make any election hereunder,
with the written consent of his spouse if necessary,
in the following manner. At least ninety (90) days
prior to the commencement of benefits, a Participant
(and if married, his spouse) shall be informed in
nontechnical terms of the effect of any such
election. In no event shall such election period end
less than ninety (90) days after such information is
provided, nor shall it end prior to the date benefits
are to commence. Any such election may subsequently
be revoked or changed at any time prior to the
Participant's Retirement during this election period.
Section 5.5 Lump Sum and other Manner of Payment:
----------- ------------------------------------
(a) Benefits shall be payable in monthly installments
unless the net amount payable, as a uniform amount for
the life of the Participant only, shall be $25.00 a
month or less, or if the value of the total benefit is
$3,500 or less, in which event payment may be made in
installments less frequent than monthly or in a lump sum
under rules prescribed by the Board. The value of such
total benefit shall be the present value of the monthly
benefit on an immediate annuity rate used by the PBGC.
(b) An Employee, who has reached age 62 and accumulated
thirty or more years of Eligibility Service by his
62nd birthday, may elect that his Accrued Benefit be paid
immediately in a lump-sum amount even if he has not yet
retired, and no further pension payments shall be made to
him or any surviving spouse or other beneficiary. If such
Participant is married, such election must include the
written consent of his spouse. The amount of such lump
sum shall be the present value of the monthly benefit
based on an immediate annuity rate of 7%.
(c) In the event payment is made in installments (other
than in installments throughout the period for which
the benefit is payable) or in a lump sum, such payment
shall be the equivalent actuarial value (as determined
by the Actuary employed by the Company) of the monthly
installment payments based on the mortality tables and
interest rates at the time of such determination employed
in the actuarial evaluation of the Plan.
(d) At the written request of a Participant or beneficiary,
and with the approval of the Board, Normal Retirement
Benefits provided by the Plan may be paid in some form
other than that expressly described in the Plan,
provided that the payment or payments in such other
form shall be the Actuarial Equivalent of the Pension
Benefit otherwise payable. Prior to granting its
approval, the Board may require evidence of the state
of health of the Participant or his beneficiary.
Section 5.6 Limitations: A surviving spouse or designated
----------- -----------
beneficiary shall be entitled to a benefit under this ARTICLE V
only if
(a) he is made eligible by the operation of Sections
5.1 or 5.2, and 5.4, and
(b) the Participant prior to his death either:
(1) attains Normal Retirement age, or
(2) retires with an Early, Special Early,
Normal or Disability Retirement Benefit, or
(3) In the case of a married Participant, he
has accumulated five or more years of
Eligibility Service.
ARTICLE VI
PLAN FINANCING
--------------
Section 6.1 Contributions: No contributions shall be
----------- -------------
required or permitted under he Plan from any Participant. The
Company shall make contributions in such amounts and at such
times as determined to be consistent with Plan objectives.
Forfeitures arising under this Plan because of severance of
employment before a Participant becomes eligible for a Pension,
or for any other reason, shall be applied to reduce the cost of
the Plan, not to increase the benefits otherwise payable to
Participants.
Section 6.2 Trust Fund: All contributions made by the
----------- ----------
Company under this Plan shall be paid to the Trustee and
deposited in the Trust Fund. Except as otherwise provided in
Section 12.5, all assets of the Trust Fund, including investment
income, shall be retained for the exclusive benefit of
Participants and their beneficiaries, shall be used to pay
benefits to such persons or to pay administrative expenses to the
extent not paid by the Company, and shall not revert to or inure
to the benefit of the Company. Notwithstanding anything herein
to the contrary, upon the Company's request, a contribution
conditioned upon qualification of the Plan or any amendment
thereof or upon the deductibility of the contribution under
Section 404 of the Internal Revenue Code of 1954, shall be
returned to the Company within one year after the payment of the
contribution, the denial of the qualification or the disallowance
of the deduction (to the extent disallowed), whichever is
applicable.
ARTICLE VII
ADMINISTRATION
--------------
Section 7.1 Allocation of Responsibility Among Fiduciaries
----------- ----------------------------------------------
for Plan and Trust Administration: The fiduciaries shall have
- ---------------------------------
only those specific powers, duties, responsibilities and
obligations as are specifically given them under the Plan or the
Trust. In general, the Company shall have the sole responsi-
bility for making the contributions necessary to provide benefits
under the Plan as specified in Article VI, and shall have the
sole authority to appoint or remove the Trustee, members of the
Board, Members of the Investment Committee and any Investment
Manager which may be provided for under the Trust, and to amend
or terminate, in whole or in part, the Plan or the Trust. The
Board shall have the sole responsibility for the administration
of the Plan, which responsibility is specifically described in
the Plan and the Trust. The Trustee shall be custodian of the
Trust assets as provided in the Trust Agreement and shall be
subject to the direction of the Company's Board of Directors, or
the Investment Committee and/or Investment Manager with regard to
management and control of the assets of the Plan, including
provisions relating to voting of proxies, and response to tender
offers as they apply to Company stock among the Trust assets.
Each Fiduciary warrants that any directions given, information
furnished, or action taken by it shall be in accordance with the
provisions of the Plan or the Trust, as the case may be,
authorizing or providing for such direction, information or
action. Furthermore, each Fiduciary may rely upon any such
direction, information or action of another Fiduciary as being
proper under this Plan or the Trust, and is not required under
this Plan or the Trust to inquire into the propriety of any such
direction, information or action. It is intended under this Plan
and the Trust that each Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities and
obligations under this Plan and the Trust, and shall not be
responsible for any act or failure to act of another Fiduciary.
No Fiduciary guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.
Section 7.2 Appointment of Board: The Plan shall be
----------- --------------------
administered by a Board of Administration consisting of at least
three persons who shall be appointed by and serve at the pleasure
of the Board of Directors of the Company. All usual and
reasonable expenses of the Board may be paid in whole or in part
by the Company, and any expenses not paid by the Company shall be
paid by the Trustee out of the principal or income of the Trust
Fund. Any members of the Board who are Employees shall not
receive compensation with respect to their services for the
Board.
Section 7.3 Claims Procedure: The Board shall make all
----------- ----------------
determinations as to the right of any person to a benefit. Any
denial by the Board of the claim for benefits under the Plan by a
Participant or beneficiary shall be stated in writing by the
Board and delivered or mailed to the Participant or beneficiary;
and such notice shall set forth the specific reasons for the
denial, written to the best of the Board's ability in a manner
that may be understood without legal or actuarial counsel. In
addition, the Board shall afford a reasonable opportunity to any
Participant or beneficiary whose claim for benefits has been
denied for a review of the decision denying the claim.
Section 7.4 Records and Reports: The Board shall exercise
----------- -------------------
such authority and responsibility as it deems appropriate in
order to comply with ERISA and governmental regulations issued
thereunder relating to records of Participants' Service, Accrued
Benefits and the percentage of such Benefits which are non-
forfeitable under the Plan; notifications to Participants; annual
registration with the Internal Revenue Service; annual reports to
the Department of Labor; reports to the Pension Benefit Guaranty
Corporation; and for any other similar purpose.
Section 7.5 Other Board Powers and Duties: The Board shall
----------- -----------------------------
have such duties and powers as may be necessary to discharge its
duties hereunder, including, but not by way of limitation, the
following:
(a) to construe and interpret the Plan, decide all
questions of eligibility and determine the amount,
manner and time of payment of any benefits hereunder;
(b) to prescribe procedures to be followed by Participants
or beneficiaries filing applications for benefits;
(c) to prepare and distribute, in such manner as the
Board determines to be appropriate, information
explaining the Plan;
(d) to receive from the Company and from Participants
such information as shall be necessary for the proper
administration of the Plan;
(e) to furnish the Company, upon request, such annual
reports with respect to the administration of the
Plan as are reasonable and appropriate;
(f) to receive and review the periodic valuation of
the Plan made by the Actuary;
(g) to receive, review and keep on file (as it deems
convenient or proper) reports of the financial
condition, and of the receipts and disbursements, of
the Trust Fund from the Trustee;
(h) to appoint or employ individuals to assist in the
administration of the Plan and any other agents it
deems advisable, including legal and actuarial
counsel.
The Board shall have no power to add to, subtract from or modify
any of the terms of the Plan, or to change or add to any benefits
provided by the Plan, or to waive or fail to apply any
requirements of eligibility for a Pension under the Plan.
Section 7.6 Rules and Decisions: The Board may adopt such
----------- -------------------
rules and actuarial tables as it deems necessary, desirable, or
appropriate. All rules and decisions of the Board shall be
uniformly and consistently applied to all Participants in similar
circumstances. When making a determination or calculation, the
Board shall be entitled to rely upon information furnished by a
Participant or beneficiary, the Company, the legal counsel of the
Company, the Actuary, or the Trustee.
Section 7.7 Board Procedures: The Board may act at a
----------- ----------------
meeting or in writing without a meeting. The Board may elect one
of its members as chairman, appoint a secretary who may or may
not be a Board member, and advise the Trustee of such actions in
writing. The secretary shall keep a record of all meetings and
forward all necessary communications to the Company, the Trustee
or the Actuary. The Board may adopt such by-laws and regulations
as it deems desirable for the conduct of its affairs. All
decisions of the Board shall be made by majority vote, including
actions in writing taken without a meeting. A dissenting Board
member who, within a reasonable time after he has knowledge of
any action or failure to act by the majority, registers his
dissent in writing delivered to the other Board members, the
Company and the Trustee, shall not be responsible for any such
action or failure to act.
Section 7.8 Authorization of Benefit Payments: The Board
----------- ---------------------------------
shall issue directions to the Trustee concerning all benefits
which are to be paid from the Trust Fund pursuant to the
provisions of the Plan, and warrants that all such directions are
in accordance with this Plan.
Section 7.9 Application and Forms for Pension: The Board
----------- ---------------------------------
may require a Participant to complete and file with the Board an
application for Pension and all other forms approved by the
Board, and to furnish all pertinent information requested by the
Board. The Board may rely upon all such information so furnished
it, including the Participant's current mailing address.
Section 7.10 Facility of Payment: Whenever, in the Board's
------------ -------------------
opinion, a person entitled to receive any payment of a benefit
hereunder or installment thereof is under a legal disability or
is incapacitated in any way so as to be unable to manage his
financial affairs, the Board may in its sole discretion direct
the Trustee to make payments to such person or to his legal
representative or to a relative or friend of such person for his
benefit, or the Board may direct the Trustee to apply the payment
for the benefit of such person in such manner as the Board
considers advisable. Any payment of a benefit or installment
thereof in accordance with the provisions of this Section shall
be a complete discharge of any liability for the making of such
payment under the provisions of the Plan.
ARTICLE VIII
MISCELLANEOUS
--------------
Section 8.1 Nonguarantee of Employment: Nothing contained
----------- --------------------------
in this Plan shall be construed as a contract of employment
between the Company and any Employee, or as a right of any
Employee to be continued in the employment of the Company, or as
a limitation of the right of the Company to discharge any of its
Employees, with or without cause.
Section 8.2 Rights to Trust Assets: No Employee shall have
----------- ----------------------
any right to, or interest in, any assets of the Trust Fund upon
termination of his employment or otherwise, except as provided
from time to time under this Plan, and then only to the extent of
the benefits payable under the Plan to such Employee out of the
assets of the Trust Fund. Except as otherwise may be provided
under TITLE IV of ERISA, all payments of benefits as provided for
in this Plan shall be made solely out of the assets of the Trust
Fund and none of the Fiduciaries shall be liable therefor in any
manner.
Section 8.3 Nonalienation of Benefits: Benefits payable
----------- -------------------------
under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a
spouse or former spouse, or for any other relative of the
Employee, prior to actually being received by the person entitled
to the benefit under the terms of the Plan; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable
hereunder, shall be void. The Trust Fund shall not in any manner
be liable for, or subject to, the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits hereunder.
ARTICLE IX
AMENDMENTS AND ACTION BY EMPLOYER
---------------------------------
Section 9.1 Amendments: The Company reserves the right to
----------- ----------
make from time to time any amendment or amendments to this Plan,
which do not cause any part of the Trust Fund to be used for, or
diverted to any purpose other than the exclusive benefit of
Participants or their beneficiaries; provided, however, that the
Company may make any amendment it determines necessary or
desirable, with or without retroactive effect, to comply with
ERISA.
Section 9.2 Action by Company: Any action by the Company
----------- -----------------
under this Plan may be by resolution of its Board of Directors,
or by any person or persons duly authorized by resolution of said
Board to take such action.
ARTICLE X
SUCCESSOR COMPANY AND MERGER OR CONSOLIDATION OF PLANS
------------------------------------------------------
Section 10.1 Successor Company: In the event of the
------------ -----------------
dissolution, merger, consolidation or reorganization of the
Company, provision may be made by which the Plan and Trust will
be continued by the successor; and, in that event, such successor
shall be substituted for the Company under the Plan. The
substitution of the successor shall constitute an assumption of
Plan liabilities by the successor and the successor shall have
all of the powers, duties and responsibilities of the Company
under the Plan.
Section 10.2 Plan Assets: In the event of any merger or
------------ -----------
consolidation of the Plan with, or transfer in whole or in part
of the assets and liabilities of the Trust Fund to another trust
fund held under, any other plan of deferred compensation
maintained or to be established for the benefit of all or some of
the Participants of this Plan, the assets of the Trust Fund
applicable to such Participants shall be merged, consolidated
with or transferred to the other trust fund only if:
(a) each Participant would (if either this Plan or
the other plan then terminated) receive a benefit
immediately after the merger, consolidation or
transfer which is equal to or greater than the
benefit he would have been entitled to receive
immediately before the merger, consolidation or
transfer (if this Plan had then terminated);
(b) resolutions of the Board of Directors of the
Company under this Plan, and of any new or successor
employer of the affected Participants, shall
authorize such transfer of assets; and, in the case
of the new or successor employer of the affected
Participants, its resolutions shall include an
assumption of liabilities with respect to such
Participants' inclusion in the new employer's plan;
and
(c) such other plan and trust are qualified under Sections
401(a) and 501(a) of the Internal Revenue Code.
ARTICLE XI
RESTRICTION ON BENEFITS PAYABLE
TO HIGHLY COMPENSATED PARTICIPANTS
----------------------------------
This ARTICLE sets forth limitations required by the Internal
Revenue Service on the Pension benefits payable to certain
Participants. It shall apply to a Participant only if his
anticipated annual Pension exceeds $1,500 and the Participant was
among the 25 highest-paid employees of the Company on (a)
February 17, 1972, or (b) the date of the most recent amendment
which substantially increased Pension benefits (a "Substantive
Amendment Date"). The limitations set forth in this ARTICLE
shall become applicable if:
(a) the Plan is terminated within ten years after
February 17, 1972 (or a Substantive Amendment Date,
if applicable),
(b) the Pension of a Participant becomes payable
within such ten-year period (the limitations to
remain in effect until the later of the expiration of
the ten-year period or the date on which the full
current costs have been funded), or
(c) the Pension of a Participant becomes payable
after such ten-year period and the full current costs
of the ten-year period have not been funded (the
limitations to apply until the full current costs
have been funded).
If a Participant is subject to the provisions of this
ARTICLE, the annual Pension payable to him shall not exceed the
Pension which can be provided from the greatest of the following:
(a) The Company's contributions (or funds attributable
thereto) which would have been applied to provide
benefits for the Participant if the Plan had not been
amended on the Substantive Amendment Date and had
continued without change;
(b) $20,000;
(c) The sum of (1) the Company's contributions (or
funds attributable thereto) which would have been
applied to provide benefits for the Participant if
the Plan had been terminated on the day before the
Substantive Amendment Date (if applicable) and (2) an
amount computed by multiplying the number of years
for which the current costs of the Plan have been met
after February 17, 1982 (or the Substantive Amendment
Date, if applicable) by 20% of the first $50,000 of
the Participant's Average Annual Earnings during his
last 5 years of employment.
The limitations described above may be exceeded for the
purpose of making current benefit payments to retired
Participants who would otherwise be subject to such restrictions,
provided that (a) the contributions which may be used for any
such retired Participant in accordance with the restrictions
heretofore indicated are applied to provide either a level amount
of Pension in the basic form of benefit provided for under the
Plan for such Participant, or a level amount of Pension in an
optional form of benefit not greater in amount than the level
amount of Pension under the basic form of benefit, and (b) the
Pension thus provided is supplemented by monthly payments to the
extent necessary to provide the full Pension in the basic form
called for by the Plan, and (c) such supplemental payments are
made only if the full current costs of the Plan have been met or
if the aggregate of such supplemental payments for all such
retired Participants does not exceed the aggregate Company
contributions already made under the Plan in the year then
current.
The limitations in this ARTICLE shall automatically become
inoperative and of no effect upon a ruling by the Internal
Revenue Service that they are not required.
ARTICLE XII
PLAN TERMINATION
----------------
Section 12.1 Right to Terminate: In accordance with the
------------ ------------------
procedures set forth in this ARTICLE, the Company may terminate
the Plan at any time. In the event of the dissolution, merger,
consolidation or reorganization of the Company, the Plan shall
terminate and the Trust Fund shall be liquidated unless the Plan
is continued by a successor to the Company in accordance with
Section 10.1. Subject to applicable requirements, if any, of
ERISA governing termination of "Employee Pension Benefit Plans,"
the Company shall direct and require the Trustee to liquidate the
Trust Fund, or the applicable portion thereof, in accordance with
the provisions of this ARTICLE.
Section 12.2 Partial Termination: Upon termination of the
------------ -------------------
Plan with respect to a group of Participants which constitutes a
partial termination of the Plan, the Trustee shall allocate and
segregate, for the benefit of the Participants with respect to
which the Plan is being terminated, the proportionate interest of
such Participants in the Trust Fund. Such proportionate interest
shall be determined by the Actuary. The Actuary shall make this
determination on the basis of the contributions made by the
Company, the provisions of this ARTICLE, and such other
considerations as the Actuary deems appropriate. The Fiduciaries
shall have no responsibility with respect to the determination of
any such proportionate interest.
The funds so allocated and segregated shall be used by the
Trustee to pay benefits to or on behalf of Participants in
accordance with Section 12.3.
Section 12.3 Liquidation of Trust Fund: Upon termination
------------ -------------------------
of the Plan, or upon termination of employment of a group of
Participants constituting a partial termination of the Plan, each
such Participant's Accrued Benefit, based on his Eligibility
Service, Credited Service and Annual Earnings prior to the date
of termination, shall become fully vested and nonforfeitable to
the extent funded. The assets of the Trust Fund, or the portion
thereof segregated in accordance with Section 12.2, shall be
liquidated (after provision is made for the expenses of
liquidation) by the payment or provision for the payment of
benefits in the following order of preference:
(a) Certain Benefits Payable Three Years Prior to
---------------------------------------------
Termination: The available assets of the Trust Fund
-----------
shall first be allocated to provide Pensions that
became payable three or more years before the
effective date of Plan termination, or that could
have become payable at the beginning of such three-
year period had the Participant not deferred the
commencement of his Pension by failing to elect
earlier commencement, or that could have become
payable had a Participant's Retirement occurred
immediately prior to the beginning of such three-year
period, provided that
(1) the portion of the Pension payable (or
that could have been payable) to a Participant
or the beneficiary of a Participant shall be
based on the provisions of the Plan in effect
five years prior to the effective date of Plan
termination; and for this purpose, the first
Plan Year in which an amendment became
effective, or was adopted if later, shall
constitute the first year an amendment was in
effect; and further provided that,
(2) if the Pension payable under the Plan
had been reduced, either by amendment or due to
the form in which the Pension is being paid,
during the three-year period ending on the
effective date of Plan termination, then the
lowest benefit in pay status (benefit paid or
payable) during such three-year period shall be
considered the benefit in pay status for
purposes of this category (a).
(b) Other Benefits Eligible for Termination Insurance: To
the extent that the amount of a Pension has not been
provided in the foregoing category (a), the remaining
assets shall be allocated to provide any Pension
provided under the Plan for a Participant whose
employment terminated prior to the effective date of
Plan termination, or any immediate or deferred Pension
that would have been payable to or on behalf of a
Participant had his employment terminated for a reason
other than death on the effective date of Plan termination,
provided that the amount of a Pension to be provided under
this category (b) shall be determined as follows:
(1) the portion of the Pension payable (or
which could have been payable) to a Participant
or the beneficiary of a Participant based on the
provisions of the Plan in effect five years
prior to the effective date of Plan termination;
and for this purpose, the first Plan Year in
which an amendment became effective, or was
adopted if later, shall constitute the first
year an amendment was in effect; plus
(2) the portion of the Pension payable to a
Participant or the beneficiary of a Participant
which would have been included in subparagraph
(1) above had the Plan or a Plan amendment been
in effect five years prior to the effective date
of Plan termination, determined as follows: 20%
for each Plan Year (less than five) that the
Plan or an amendment thereto was in effect,
multiplied by the amount that would have been
included under subparagraph (1) for such
Participant or beneficiary had the Plan or the
amendment been in effect for five Plan Years as
of the effective date of Plan termination;
provided that,
(3) no benefit payable under this category (b) to a
Participant or beneficiary shall exceed an amount
with an actuarial value of a monthly benefit in
the form of a life-only annuity commencing at age
65 equal to $750 multiplied by a fraction, the
numerator of which is the contribution and benefit
base determined under Section 230 of the Social
Security Act in effect at the effective date of
Plan termination, and the denominator of which
is such contribution and benefit base in effect
in calendar year 1974.
(c) Other Vested Benefits: To the extent that the amount
---------------------
of a Pension has not been provided in the foregoing
categories (a) and (b), the remaining assets shall be
allocated to provide the benefit payable under the Plan
to or on behalf of a Participant whose employment
terminated prior to the effective date of Plan
termination, or that would have been payable to or on
behalf of a Participant had his employment terminated
for a reason other than death on the effective date of
Plan termination, in the following order of preference:
(1) to any Participant who had retired prior
to the effective date of Plan termination under
either Section 3.1 or 3.3, or who was eligible
to retire on the effective date of Plan
termination under either of said Sections;
(2) to any Participant who had retired prior
to the effective date of Plan termination under
Section 3.2, or who was eligible to retire on
the effective date of Plan termination under
said Section or under Section 3.4; or
(3) to any Participant whose employment had
terminated prior to the effective date of Plan
termination with entitlement to a Deferred
Vested Pension under Section 3.5, or who would
have been eligible for a Deferred Vested Pension
under said Section had his employment terminated
on the effective date of Plan termination.
(d) Other Benefits: To the extent that the amount of a
--------------
Pension has not been provided in the foregoing
categories (a), (b) and (c), the remaining assets
shall be allocated to provide the benefit accrued
under the Plan, without regard to the satisfaction of
the vesting requirements of this Plan, with respect
to each Participant whose employment had not
terminated as of the effective date of Plan
termination, according to the respective actuarial
value of each such Participant's Accrued Benefit.
If the assets of the Trust Fund applicable to any of the
above categories are insufficient to provide full benefits for
all persons in such group, the benefits otherwise payable to such
persons shall be reduced proportionately. The Actuary shall
calculate the allocation of the assets of the Trust Fund in
accordance with the above priority categories, and certify his
calculations to the Fiduciaries. No liquidation of assets and
payment of benefits (or provision therefor) shall actually be
made by the Trustee until after it is advised by the Company in
writing that applicable requirements, if any, of ERISA governing
termination of "Employee Pension Benefit Plans" have been or are
being complied with or that appropriate authorizations, waivers,
exemptions or variances have been or are being obtained.
Section 12.4 Manner of Distribution: Subject to the
------------ ----------------------
foregoing provisions of this ARTICLE XII, any distribution after
termination of the Plan may be made, in whole or in part to the
extent that no discrimination in value results, in cash, in
securities or other assets in kind, or in nontransferable annuity
contracts, as he Board in its discretion shall determine.
Section 12.5 Residual Amounts: In no event shall the
------------ ----------------
Company receive any amounts from the Trust Fund upon termination
of the Plan, except that, and notwithstanding any other provision
of the Plan, the Company shall receive such amounts, if any, as
may remain after the satisfaction of all liabilities of the Plan
and arising out of any variations between actual requirements and
expected actuarial requirements.
IN WITNESS WHEREOF, the parties hereto have executed this
"Twenty-Fifth Amendment and Restatement" to the Modine Pension
and Disability Plan for Salaried Employees, this 30th day of
April, 1991.
MODINE MANUFACTURING COMPANY
Attest:
W. E. PAVLICK s/A. F. Simpson
- --------------------------- BY:----------------------------
W. E. Pavlick, Secretary A. F. Simpson, Vice Chairman
STATE OF WISCONSIN)
)SS.
COUNTY OF RACINE )
On this 30th day of April, 1991, before me came A. F.
Simpson and W. E. Pavlick, to me known, who, being by me duly
sworn, did depose and say that they are residents of the State of
Wisconsin; that they are respectively Vice Chairman and Secretary
of Modine Manufacturing Company, the corporation described in and
which executed the foregoing instrument; that they know the seal
of said corporation and that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the
Board of Directors of said corporation and that they signed their
names thereto by like order.
DONALD G. LAUTZ
----------------------------------
Notary Public, State of Wisconsin
STAMPED: My Commission is Permanent
TWENTY-SIXTH AMENDMENT
to the
RESTATED MODINE MANUFACTURING COMPANY
PENSION AND DISABILITY PLAN
for
SALARIED EMPLOYEES
The Twenty-Sixth Amendment to the Modine Manufacturing Company
Pension and Disability Plan for Salaried Employees made this
15th day of November, 1993, to be effective January 1, 1994.
WHEREAS, the Resolution dated February 20, 1991, adopting the
restatement of such Pension and Disability Plan authorizes the
appropriate Officers of the Company to vary the terms of the Plan
to the extent necessary to qualify the Plan for federal income
tax purposes; and
WHEREAS, the Unemployment Compensation Amendment of 1992 and the
Omnibus Budget Reconciliation Act of 1993 require certain changes
in such Pension and Disability Plan to ensure continued
qualification of the Plan.
NOW, THEREFORE, said Restated Pension and Disability Plan is
hereby amended as follows, solely to effect the changes required
by the Unemployment Compensation Amendment of 1992 and the
Omnibus Budget Reconciliation Act of 1993.
Section 1.1(d), the last two sentences of the first paragraph are
- --------------
amended to read as follows:
Total Annual Earnings of a Participant in any calendar year,
including any calendar year prior to January 1, 1994, shall
not exceed $150,000.00, adjusted for changes in the cost of
living as provided in Section 401(a)(17) of the Internal
Revenue Code. However, the Accrued Benefit determined
applying this limit shall not be less than the Accrued
Benefit determined on January 1, 1994 without regard to this
limit.
Section 5.5(b), the last sentence only, is amended to read as
- --------------
follows:
The amount of such lump sum shall be the present value of
the monthly benefit based on an immediate annuity rate of
7%, or such lower annuity rate as may be required to comply
with Section 417(e)(3) of the Internal Revenue Code.
Section 5.5(e), is hereby added to read as follows in its
- --------------
entirety:
(e) A participant or surviving spouse, who is to receive
a lump sum benefit payment under either paragraph (a)
or paragraph (b) of this Section 5.5, may elect, in
accordance with Section 5.4, a direct trustee-to-
trustee transfer of such payment to another qualified
trust as provided under Section 401(a)(31) of the
Internal Revenue Code.
Section 8.3, the following sentence is hereby added to read as
- -----------
follows:
This Section is subject to a court order relating to payment
of benefits under this Plan to an Alternate Beneficiary,
which order is determined by the Board to be a Qualified
Domestic Relations Order under Section 414(p) of the
Internal Revenue Code.
Article XI, is hereby amended to read as follows in its entirety:
- ----------
ARTICLE XI
----------
RESTRICTIONS ON BENEFITS TO HIGHLY COMPENSATED PARTICIPANTS
-----------------------------------------------------------
This ARTICLE sets forth limitations required by the Internal
Revenue Service on the Pension benefits payable to certain
Participants in the event a plan amendment or series of plan
amendments (including termination of the Plan, or any change
in the benefits, rights, or features of the Plan),
discriminates significantly in favor of certain Participants
in accordance with Regulation Section 1.401(a)(4)-5. It
shall apply to a Participant only if he was among the twenty-
five highest paid employees or former employees of the
Company on the effective date of such amendment or series of
amendments. The limitations set forth in this ARTICLE XI
shall become applicable if:
(a) After payment to such Participant of all benefits
payable to the Participant under the Plan, the value of
Plan assets would equal less than 110% of the value of
all current liabilities of the Plan, and
(b) The value of the benefits payable to such Participant
under the Plan equals or exceeds 1% of the value of
current liabilities of the Plan before such a
distribution, and
(c) The value of the benefits payable to such Participant
under the Plan equals or exceeds $3,500.00.
If a Participant is subject to the provisions of this
ARTICLE XI, the Annual Pension payable to him shall not
exceed an amount equal to the payment that would be made on
behalf of the Participant under a straight life annuity that
is the actuarial equivalent of the Accrued Benefit and other
benefits to which the Participant is entitled under the
Plan.
The limitations in this ARTICLE shall automatically become
inoperative and of no effect upon the ruling by the Internal
Revenue Service that they are not required.
Except as expressly amended herein, the Modine Manufacturing
Company Pension and Disability Plan for Salaried Employees shall
remain in full force and effect.
MODINE MANUFACTURING COMPANY
By: R. T. SAVAGE
----------------------------
ATTEST:
W. E. PAVLICK
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TWENTY-SEVENTH AMENDMENT
to the
RESTATED MODINE MANUFACTURING COMPANY
PENSION AND DISABILITY PLAN
FOR
SALARIED EMPLOYEES
WHEREAS, the Company established the Modine Pension and
Disability Plan for Salaried Employees effective January 1, 1951,
adopted a restatement thereof with a Twenty-Fifth Amendment
thereto effective February 20, 1991, and a Twenty-Sixth Amendment
thereto effective January 1, 1994, and
WHEREAS, it is the desire of the Company to again amend such Plan
as hereinafter set forth.
NOW, THEREFORE, the Company does hereby adopt this Twenty-Seventh
Amendment to the Modine Pension and Disability Plan for Salaried
Employees to be effective as of January 1, 1994.
Section 1.1(d), the dates in the last two sentences of the first
- --------------
paragraph are changed from January 1, 1994 to April 1, 1994.
Section 4.1(c) is hereby added to read as follows in its
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entirety:
"; or
(c) (1) The Participant's Accrued Benefit determined
as of April 1, 1994 under Section 1.1(a) as it
existed on said date, plus
(2) the benefit calculated in accordance with
subsection (b) of this Section 4.1, but with
Credited Service accrued only after March 31,
1994."
Except as expressly amended herein, the Modine Pension and
Disability Plan for Salaried Employees shall remain in full force
and effect.
MODINE MANUFACTURING COMPANY
By: R. T. SAVAGE
--------------------------------
Attest:
W. E. PAVLICK
- ------------------------
TWENTY-EIGHTH AMENDMENT
to the
RESTATED MODINE MANUFACTURING COMPANY
PENSION AND DISABILITY PLAN
for
SALARIED EMPLOYEES
The Twenty-Eighth Amendment to the Modine Manufacturing Company
Pension and Disability Plan for Salaried Employees made this
3rd day of April, 1997.
WHEREAS, the Resolution of the Board of Directors dated March 19,
1997, approving the merger of Modine Heat Transfer, Inc. into the
Company, and providing for the Company as successor to Modine Heat
Transfer, Inc. as "The Company" in the Pension and Disability Plan
for Salaried and Non-Union Hourly Employees of Modine Heat Transfer,
Inc., authorizes the appropriate Officers of the Company to vary the
terms of this Plan to the extent necessary to exclude from
participation in this Plan employees covered by the Pension and
Disability Plan for Salaried and Non-Union Hourly Employees of
Modine Heat Transfer, Inc.; and
WHEREAS, the Resolution of the Board of Directors dated February 20,
1991, adopting the Restatement of this Pension and Disability Plan,
authorizes the appropriate Officers of the Company to vary the terms
of the Plan to the extent necessary to qualify the Plan for Federal
Income Tax purposes; and
WHEREAS, the Uniformed Services Employment and Re-Employment
Rights Act of 1994 and the Small Business Job Protection Act of
1996 require certain changes in this Pension and Disability Plan
to ensure continued qualification of the Plan.
NOW, THEREFORE, this Restated Pension and Disability Plan is hereby
amended as follows, solely to effect the changes required to exclude
employees participating in the Pension and Disability Plan for Salaried
and Non-Union Hourly Employees of Modine Heat Transfer, Inc., and the
changes required by the Uniformed Services Employment and Re-Employment
Rights Act of 1994 and the Small Business Job Protection Act of 1996:
Section 1.1(p), the following sentence is added:
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Excluded from this definition of "Employee" is any employee
employed by the Company at its facility in Camdenton,
Missouri, and any employee employed in the Modine Heat
Transfer Division of the Company.
Section 2.2(b), the second sentence is amended to read as
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follows, effective October 13, 1996:
A Participant shall also accrue a year of Eligibility
Service for each calendar year in which he serves in the
military, up to a total of five years.
Section 2.3(b), the seventh sentence is amended to read as
- --------------
follows, effective October 13, 1996:
Hours of eligible employment shall be credited for a period
of Military Service which shall not exceed five years.
Section 2.6 is amended in its entirety to read as follows,
- -----------
effective October 13, 1996:
Section 2.6 Military Service: An Authorized Leave of
----------- ----------------
Absence due to service in the Armed Forces of the United
States shall not constitute a Break in Service, provided
such service does not exceed five (5) years, and further
provided that the Employee returns to employment with the
Company within ninety (90) days after his separation from
Active Duty.
Section 4.1, the second sentence of the fourth paragraph is
- -----------
replaced with the following sentences, effective April 1, 1997:
If such Participant retires subsequent to his 70th birthday,
his Normal Retirement Pension shall commence not later than
the first day of the month following the date of Retirement.
However, the Participant may elect commencement of his
Pension any time on or after April 1 of the calendar year
following the calendar year in which he reaches age 70 1/2.
Section 5.4(e), the second and third sentences are amended to read
- --------------
as follows:
A Participant must make any election hereunder, with the
written consent of his spouse if necessary, in the
following manner. No less than thirty (30) days or more
than ninety (90) days prior to the commencement of benefits,
a Participant (and if married, his spouse) shall be informed
in nontechnical terms of the effect of any such election. In
no event shall such election period end less than ninety (90)
days after such information is provided, nor shall it end prior
to the date benefits are to commence. Any such election may
subsequently be revoked or changed at any time prior to the
Participant's Retirement during this election period.
Except as expressly amended herein, the Modine Pension and Disability
Plan for Salaried Employees shall remain in full force and effect.
MODINE MANUFACTURING COMPANY
By: R. T. SAVAGE
------------------------------
ATTEST:
W. E. PAVLICK
- -----------------------------
TWENTY-NINTH AMENDMENT
to the
RESTATED MODINE MANUFACTURING COMPANY
PENSION AND DISABILITY PLAN
for
SALARIED EMPLOYEES
The Twenty-Ninth Amendment to the Modine Manufacturing Company
Pension and Disability Plan for Salaried Employees made this
10th day of March, 1998.
WHEREAS, the Resolution of the Board of Directors dated February 20,
1991, adopting the Restatement of this Pension and Disability
Plan, authorizes the appropriate Officers of the Company to vary
the terms of the Plan to the extent necessary to qualify the Plan
for Federal Income Tax purposes; and
WHEREAS, the Internal Revenue Service has advised that certain
changes in the Restated Pension Plan are recommended to assure
continued qualification of the Pension Plan for Federal Income
Tax purposes; and
WHEREAS, the Small Business Job Protection Act of 1996, the Tax
Payer Relief Act of 1997, and the General Agreement on Trade and
Tariffs ("GATT") provide for certain changes in said Restated
Pension Plan.
NOW, THEREFORE, said Restated Pension Plan is hereby amended in
part as follows, effective April 1, 1998, solely to effect the
changes recommended by the Internal Revenue Service, and to
effect the changes provided by the Small Business Job Protection
Act of 1996, the Tax Payer Relief Act of 1997, and GATT:
Section 2.4, a new third sentence is added to read as follows:
- -----------
A leave of absence mandated by the Family and Medical Leave
Act is not included in determining whether a Participant has
experienced a Break-in-Service.
Section 2.7(a), the first sentence is replaced by the following
- --------------
two sentences:
(a) An Employee who transferred from a position of
employment with the Company not covered by the Plan, or
of employment with a related employer, shall have his
service credited for Eligibility Service and Credited
Service as if he had been an employee under the Plan.
A "related employer" includes any member of a
controlled group of corporations of which the Company
is a member, any trade or business (whether or not
incorporated) under common control with the Company,
and any named members of an affiliated service group of
which the Company is a member.
Section 2.7(c), the first phrase is amended to read as follows:
- --------------
An Employee who transferred to or from a position of
employment with the Company not covered by the Plan, or of
employment with a related employer (as defined in Section
2.7(a)), ....
Section 3.1 is amended to read as follows in its entirety:
- -----------
Section 3.1 Normal Retirement: A Participant with five or
----------- -----------------
more years of Eligibility Service shall be eligible for a
Normal Retirement Pension, which shall commence as of the
first day of the month following the month of his
Retirement, if his employment is terminated on or after his
Normal Retirement Date.
Section 4.1, the second and third sentences of the fourth
- -----------
paragraph are amended to read as follows:
If such Participant retires subsequent to his 70th birthday,
his Normal Retirement Pension shall commence not later than
the first day of the month following the date of his
Retirement, unless the Participant is a five percent owner
of the Employer, in which case his Normal Retirement Pension
shall commence not later than April 1 of the calendar year
following the calendar year in which he reaches age 70 1/2.
Any Participant who is not a five percent owner of the
Employer may elect commencement of his Pension any time on
or after April 1 of the calendar year following the calendar
year in which he reaches age 70 1/2; and such Normal Retirement
Pension shall be recalculated each year thereafter until
Retirement, and will be reduced by the actuarial value of
any Pension received.
Section 4.8, the introduction of the first paragraph is amended
- -----------
to read as follows:
Section 4.8 Maximum Pension: The maximum benefit, when
----------- ---------------
expressed as a monthly pension, shall not exceed the lesser
of $7,500 (the "Dollar Limitation"), or 100% of the
Participant's average compensation (as defined by Reg.
Section 1.415(2)(d)(2) and (3)) during the three years
preceding Retirement to a minimum $833, below which the
maximum monthly benefit is $833 (the "Earnings Limitation").
The maximum benefits are subject to the following: ....
Section 4.8(b) is amended to read as follows:
- --------------
(b) If benefits begin prior to Social Security
Retirement Age, the maximum Dollar Limitation
applicable to such Pension shall be equal to the
actuarial equivalent of such maximum Dollar Limitation.
For this purpose, "actuarial equivalent" shall be
determined using a monthly interest rate of 5/9 of one
percent for each of the 36 months preceding Social
Security Retirement Age, and the monthly interest rate
of 5/12 of one percent for each month preceding such 36
months.
Section 4.8(c) is amended to read as follows:
- --------------
(c) If benefits begin after Social Security Retirement
Age, the above specified maximum Dollar Limitation
shall be the actuarial equivalent of such maximum
Dollar Limitation, using an annual interest rate of 5%.
Section 4.8(d) is amended to read as follows:
- --------------
(d) If the Participant has fewer then ten years
participation in the Plan at Retirement, the Dollar
Limitation shall be multiplied by a fraction, of which
the numerator is the Participant's years of
participation in the Plan and the denominator is ten.
A new Section 4.8(e) is added (and (e) is relettered (f)), and
--------------
shall read as follows:
(e) If the Participant has fewer than ten years of
employment with the Company at Retirement, including
the year of Retirement and any years of employment with
any related employers (as defined in Section 2.7(a)),
the Earnings Limitation shall be multiplied by a
fraction, of which the numerator is such years of
employment and the denominator is ten.
Section 5.1(a), a sentence is added and shall read as follows:
- --------------
Such Pension shall commence the first day of the month
following the death of the Participant.
Section 5.2(a), the introduction is amended to read as follows:
- --------------
(a) Married Participants: Any married Participant who
--------------------
retires or otherwise leaves the Company with five or
more years of Eligibility Service, and any Participant
who marries following Retirement or other separation
from service at least one year prior to the
commencement of pension benefits to him, shall at the
time of such Retirement, termination or subsequent
marriage, automatically have his Pension converted to a
joint and survivor pension in the form of Option B as
set forth in Section 5.3(c), payable to the spouse if
the spouse survives the Participant, beginning the
first day of the month following the month in which
the death of the Participant occurs, unless, within the
90-day period prior to the commencement of pension
benefits to the Participant, the Participant elects,
with the approval of his spouse and in accordance with
the procedures in Section 5.4, to receive one of the
other forms of benefit as provided in Section 5.3.
Section 5.3 is amended to read as follows in its entirety:
- -----------
Section 5.3 Forms of Benefit: The forms of benefit are:
-----------
(a) Option X: A monthly benefit only for the life
of the Participant, as calculated in ARTICLE IV.
(b) Option A: A monthly benefit having an equivalent
actuarial value to Option X which will provide a
reduced net benefit payable during the life of the
Participant and, after the Participant's death, the
same reduced net benefit payable, commencing the
first day of the month following the month in which
the Participant's death occurs, to and during the
life of the Participant's surviving spouse or other
surviving beneficiary designated or elected in writing
in accordance with Sections 5.2 and 5.4.
(c) Option B:
(1) A monthly benefit having an equivalent
actuarial value to Option X which will provide
a reduced net benefit payable during the life
of the Participant and, after the Participant's
death, one-half of such reduced net benefit
payable, commencing the first day of the month
following the month in which the Participant's
death occurs, to and during the life of the
Participant's surviving spouse or other surviving
beneficiary designated or elected in writing in
accordance with Sections 5.2 and 5.4. This option
shall be the automatic form of benefit for a
Participant who is married at the time of his
Early, Special Early, Normal, or Disability
Retirement.
(2) A monthly benefit calculated in accordance with
Paragraph (1), but with the benefit payable
during the life of the surviving spouse,
commencing the first day of the month following
the month in which the Participant's death occurs,
being calculated as if the reduction in the benefit
payable during the life of the Participant had been
reduced by one-half of the actuarial reduction
provided in Paragraph (1).
Section 5.4(a) is amended to read as follows:
- -------------
(a) The Participant must make his election and
designate his surviving beneficiary in writing on a
form provided by and filed with the Company within
ninety (90) days prior to the commencement of pension
payments; and if the Participant is married, an
election of Option X as set forth in Section 5.3(a)
must receive the written consent of the spouse of the
Participant, such consent to be witnessed by a member
of the Board or designated agent of the Board, or by a
Notary Public.
Section 5.5(a) is amended to read as follows:
- --------------
(a) Benefits shall be payable in monthly installments
unless the net amount payable, as a uniform amount for
the life of the Participant only, shall be $25.00 a
month or less, or if the value of the total benefit is
$5,000 or less, in which event payment may be made in
installments less frequent than monthly or in a lump
sum under rules prescribed by the Board. For the
purpose of calculating the total value of this form of
benefit, such lump-sum value shall be calculated using
the mortality table prescribed by the Secretary of the
Treasury at an interest rate equal to the annual rate
of interest on 30-year Treasury securities as of the
second month prior to the beginning of the Plan Year in
which the distribution is made, as published by the
Board of Governors for the Federal Reserve System.
Section 5.5(b), the last sentence is amended to read as follows:
- --------------
The amount of such lump sum shall be the present value of
the monthly benefit, calculated using the mortality table
prescribed by the Secretary of the Treasury at an interest
rate equal to the annual rate of interest on 30-year
Treasury securities as of the second month prior to the
beginning of the Plan Year in which the distribution is
made, as published by the Board of Governors for the Federal
Reserve System; except that such interest rate shall not
exceed an immediate annuity rate of 7%.
Section 5.5(e) is amended to read as follows:
- --------------
(e) Notwithstanding any provision of this Plan to the
contrary that would otherwise limit a Distributee's
election under this Article, a Distributee may elect,
within ninety (90) days prior to a lump-sum benefit
payment under Section 5.5(a) or 5.5(b), to have any
portion of that lump-sum distribution paid directly to
an eligible retirement plan specified by the
Distributee in a direct roll-over.
(1) An "eligible retirement plan" is an individual
retirement account described in Section 408(a)
of the Internal Revenue Code, an individual
retirement annuity described in Section 408(b) of
the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described
in Section 401(a) of the Code, that accepts the
Distributees lump-sum distribution. However, in
the case of an eligible roll-over distribution to
the surviving spouse, an "eligible retirement
plan" is an individual retirement account or
individual retirement annuity.
(2) A "Distributee" includes an employee or
former employee. In addition, the employee's or
former employee's surviving spouse and employee's
or former employee's spouse or former spouse who
is the alternate payee under a Qualified Domestic
Relations Order, as defined in Section 414(p) of
the Code, are Distributees with regard to the
interest of the spouse or former spouse.
(3) A "direct roll-over" is a payment from
the Plan to the eligible retirement plan specified
by the Distributee.
Except as expressly amended herein, the Restated Pension Plan
shall remain in full force and effect.
MODINE MANUFACTURING COMPANY
By: D. R. JOHNSON
---------------------------
ATTEST:
D. R. ZAKOS
- --------------------------