TABLE OF CONTENTS
ARTICLE I PURPOSE OF PLAN
ARTICLE II DEFINITIONS AND CONSTRUCTION
ARTICLE III SUPPLEMENTAL RETIREMENT BENEFITS
ARTICLE IV RETIREMENT OF PARTICIPANTS
ARTICLE V VESTING AND DISTRIBUTION OF BENEFITS
ARTICLE VI CONDITIONS AND FORFEITURES
ARTICLE VII ADMINISTRATIVE COMMITTEE
ARTICLE VIII MISCELLANEOUS
MORRISON INCORPORATED
EXECUTIVE SUPPLEMENTAL PENSION PLAN
(Effective May 27, 1983)
(Restated June 1, 1986)
NOTE: This document is an important legal instrument with legal
and tax implications. It should be reviewed by legal
counsel prior to adoption.
ARTICLE I
PURPOSE OF PLAN
The purpose of the Plan, as effective May 27, 1983, and as more
fully set forth herein, is to provide supplemental retirement
benefits to Eligible Employees as part of an integrated executive
compensation program. The Plan shall be maintained on an unfunded
basis.
The Plan has been restated in its entirety effective June 1, 1986,
primarily to give a more complete description of the method of
determining plan participation, benefit service, and normal and
early retirement benefits.
ARTICLE II
DEFINITIONS AND CONSTRUCTION
2.01 Definitions:
(a) The term "Annual Base Salary" refers to the base pay and
sales commissions, if payable, received by a Participant
from an Employer during a calendar year, and excluding
any amounts paid to him as overtime, bonuses, incentive
compensation, and contributions to this or any other
pension benefit plan to which an Employer contributes
directly or indirectly.
(b) The term "Accrued Benefit" refers to the annual benefit
to which a Participant would be entitled, determined
pursuant to Section 3.01, based on his Final Base Salary
and his Continuous Service at the date of calculation,
commencing on his Normal Retirement Date in the mode of
a single-life annuity.
(c) The term "Board" refers to the Board of Directors of the
Company, as duly constituted from time-to-time.
(d) The term "Committee" refers to those three members of the
Board who shall be appointed by the Board to manage and
administer the Plan in accordance with the provisions of
Article VII hereof.
(e) The term "Company" refers to Morrison Incorporated, a
Florida corporation, having its administrative offices in
Mobile, Alabama.
(f) The term "Continuous Service" refers to the period of
unbroken employment of an Employee with the Company or
one or more of its subsidiaries from his last date of
employment, but shall not include a period of employment
beyond the Participant's Normal Retirement Date.
Continuous Service shall not include a period of
employment subsequent to an Employee's participation in
this Plan if the Employee's HAY points are less than 850
in the period. Furthermore, Continuous Service shall not
include a period of employment subsequent to an
Employee's participation in this Plan if the Committee
has expressly terminated an Employee's participation in
this Plan.
Continuous Service of an Employee shall not be broken by
and shall include the periods of:
(1) his absence in the Armed Forces of the United
States or any of its allies in time of war in which
the United States shall be engaged, or in the Armed
Forces of the United States while any form of law
requiring compulsory military service shall be in
effect, if the Employee directly enters such Armed
Forces and does not reenlist after the date of
first entering and makes application for
reemployment by the Company within ninety (90)
days, or such longer period as may be prescribed by
applicable law, after discharge or release from
such Armed Forces or from hospitalization
continuing for a period of not more than one year
after discharge or release from such Armed Forces
and is reemployed by the Company; and/or
(2) his absence because of lay-off not in excess of one
(1) years if the Employee returns to employment
with the Company when notified of his recall to
work.
An Employee whose Continuous Service has been
broken because of termination employment and who is
thereafter reemployed by the Company shall be
deemed to be newly employed for all purposes of the
Plan and any previous service shall be disregarded
for purposes of the Plan.
An Employee whose Continuous Service has been
broken because his HAY points have dropped to less
than 850 or because the Committee acted to
terminate his participation in the Plan and who
subsequently has 850 or more HAY points or who
subsequently has his participation in this Plan
reinstated by action of the Committee shall have
his periods of Continuous Service aggregated for
purposes of calculating his Accrued Benefit.
(g) The term "Effective Date" shall mean May 27, 1983.
(h) The term "Eligible Employee" refers to any individual
employed on a full-time basis by the Company or one or
more of its subsidiaries, who has earned at least 850 HAY
points, has three (3) years of service as a year of
service is defined in Morrison Incorporated Retirement
Plan, and has been selected for participation by the
Committee.
(i) The term "Final Base Salary" refers to the dollar amount
determined by obtaining the average of the Participant's
Annual Base Salary over the five (5) consecutive Plan
Years which produce the highest average. If the
Participant retires, terminates employment, or ceases to
accrue Continuous Service due to a drop in HAY points or
action of the Committee, his Annual Base Salary for the
final partial year of participation shall be annualized
for purposes of calculating the Final Base Salary.
As an example of the manner in which this definition is
intended to operate, assume a Participant earns an Annual
Base Salary of Sixty Thousand Dollars ($60,000) in the
fourth and third Plan Years preceding the Plan Year in
which he reaches his Normal Retirement Date, and an
Annual Base Salary of Eighty Thousand Dollars ($80,000)
in the second and first Plan Years preceding such year,
as well as in the year of his normal retirement. Assume
further that in all other Plan Years, the Participant's
Annual Base Salary was less than $60,000. Based on such
assumptions, the Participant's Final Base Salary will
equal:
$ 60,000
60,000
80,000
80,000
80,000 $360,000
--------- --------- =$72,000
$360,000 5
(j) The term "Normal Retirement Date" refers to the 65th
anniversary of the Participant's birth.
(k) The term "Participant" refers to any Eligible Employee
upon his entry into the Plan. Upon retirement,
termination of employment, or if a Participant's HAY
points drop to less then 850 or if the Committee acts to
terminate the participation of an Employee under this
Plan, such Employee's status as a Participant will be
terminated, and he will be classified as a former
Participant.
(l) The term "Plan" refers to the unfunded supplemental
retirement plan embodied herein, as amended from time-to-
time, to be known as the Morrison Incorporated Executive
Supplemental Pension Plan.
(m) The term "Plan Year" refers to any calendar year within
which the Plan shall be in effect.
(n) The term "Primary Social Security Benefit" means the
annual primary insurance amount available to the
Participant at age 65 under the Social Security Act as in
effect at the date of calculation, without regard to
whether such amount actually commences to be paid and
without regard to any increase in the Social Security
Base or benefit levels that may take effect after such
date of calculation.
The Primary Social Security Benefit will be calculated as
though the Participant had a full Social Security
Earnings Record and as though the Participant always
earned at least the Social Security Taxable Wage Base.
The date of calculation will be the retirement date,
termination date, date when HAY points drop below 850, or
date of cessation of participation as determined by the
Committee, whichever is applicable. The Primary Social
Security Benefit will be calculated based on the Social
Security Law in effect on the first day of the calendar
year of the date of calculation, and assuming constant
Social Security Taxable Wage Bases for the future years.
2.02 Construction:
(a) Words used herein in the masculine or feminine gender
shall be construed as the feminine or masculine gender,
respectively, where appropriate.
(b) Words used herein in the singular or plural shall be
construed as the plural or singular, respectively, where
appropriate.
ARTICLE III
SUPPLEMENTAL RETIREMENT BENEFITS
3.01 Amount of Benefit:
A Participant's Accrued Benefit payable at Normal Retirement
Date in the form of single life annuity shall equal (A) plus
(B) minus (C) minus (D) as follows:
(A) 2.5% of the Participant's Final Base Salary multiplied by
the Participant's years and fractional years of
Continuous Service not in excess of twenty (20) years of
Continuous Service; plus
(B) 1% of the Participant's Final Base Salary multiplied by
the Participant's years and fractional years of
Continuous Service in excess of twenty (20) years of
Continuous Service, but not in excess of thirty (30) such
years; less
(C) The retirement benefit payable at Normal Retirement Date
in the form of a single life annuity to the Participant
under the Morrison Incorporated Retirement Plan; less
(D) The Participant's Primary Social Security Benefit,
calculated in accordance with Section 2.01(n).
For purposes of this Section 3.01, each completed month of
Continuous Service shall equal one-twelfth (1/12th) of a year
of Continuous Service.
3.02 Distribution of Benefits:
Benefits accrued hereunder shall be paid in accordance with
Article V.
3.03 Encumbrance of Award:
No Participant or beneficiary of a Participant shall have any
right to commute, encumber, transfer or otherwise dispose of
or alienate any present or future right or expectancy which he
may have at any time to receive payment of benefits, which
benefits and the right thereto are expressly declared to be
non-assignable and non-transferable. Any attempt to transfer
or assign a benefit, or any rights granted hereunder, by a
Participant or his beneficiaries shall, in the sole discretion
of the Committee after consideration of such facts as it deems
pertinent, be grounds for terminating any rights of the
Participant and his beneficiaries to any portion of the
benefits not previously paid by the Company.
ARTICLE IV
RETIREMENT OF PARTICIPANTS
4.01 Normal Retirement:
A Participant may continue in the service of the Company
beyond his Normal Retirement Date, but shall not be permitted
to continue in the employ of the Company without first
obtaining the Company's consent, subsequent to the age at
which the Company may require the retirement of the
Participant under applicable federal and state laws. If a
Participant continues in service beyond his Normal Retirement
Date, he shall be deemed to be retired upon his Postponed
Retirement Date as determined under the Morrison Incorporated
Retirement Plan.
4.02 Early Retirement:
A Participant may retire from service with the Company or any
of its subsidiaries prior to reaching his Normal Retirement
Date and commence receiving benefits from this Plan if
eligible for Early Retirement under the terms of the Morrison
Incorporated Retirement Plan. The Accrued Benefit under this
Plan, as described in Section 3.01, will be reduced for Early
Retirement using the same factors as are used in the Morrison
Incorporated Retirement Plan, namely:
Age Early Retirement Factor
64 .93
63 .86
62 .79
61 .72
60 .65
59 .62
58 .59
57 .56
56 .53
55 .50
A Participant must commence receiving benefits under this Plan
at the same time as he commences receiving benefits under the
Morrison Incorporated Retirement Plan.
ARTICLE V
VESTING AND DISTRIBUTION OF BENEFITS
5.01 Vesting:
A Participant's Accrued Benefit shall vest in the Participant
at such time as he reaches his Normal or Early Retirement
Date. If a Participant terminates employment other than by
retirement or death, he shall be vested in his Accrued Benefit
is he has completed ten (10) or more Years of Service
determined under the Morrison Incorporated Retirement Plan. If
a Participant terminates employment other than by retirement
or death and has not completed ten (10) or more Years of
Service determined under the Morrison Incorporated Retirement
Plan, he shall not be vested in his Accrued Benefit, his
Accrued Benefit shall be cancelled and he shall not be
entitled to any further benefits from the Plan.
5.02 Payment of Benefits:
When a Participant reaches his Normal Retirement Date, retires
by reason of the Early Retirement provisions of the Plan
(Section 4.02), or otherwise terminates his service with the
Company or any of its subsidiaries, the Committee shall
determine and certify to the Treasurer of the Company the
vested Accrued Benefit of the Participant, if any, and shall
further determine and certify the method by which payments
shall be made. The Company shall thereafter make payments of
the benefits in the manner and at the times so designated,
subject, however, to all other terms and conditions of the
Plan.
A benefit payable under this Plan shall be paid in the same
form and at the same time as the retirement benefit payable to
the retired Participant under the Morrison Incorporated
Retirement Plan. If the benefit payable under this Plan is
paid other than as a life annuity, the amount of the benefit
when paid in such other form shall be determined by using the
actuarial equivalence factors of the Morrison Incorporated
Retirement Plan.
5.03 Death of Participant:
If a Participant shall die during the term of his employment
with the Company or any of its subsidiaries, and prior to his
retirement or other termination from service, the said
employment shall be deemed to have terminated on the date of
the Participant's death and the Company shall have no further
obligation to the Participant, his estate, heirs or
beneficiaries under this Plan, it being specifically the
intention of the Board in creating this Plan that it
supplement, by way of providing living retirement benefits,
the existing insurance benefit program which will protect the
interests of the families of executive employees who die while
in the Continuous Service of the Company or any of its
subsidiaries.
If a Participant shall die after his retirement or other
termination of service, benefit payments shall continue to the
Participant's designated beneficiaries, or his estate, at such
times and in such manner, as is provided for under the form of
payment determined under the provisions of Section 6.02 of the
Plan. Each Participant shall notify the Committee in writing
of the name and address of his primary alternative
beneficiaries, which may be changed from time-to-time by the
Participant by written notice delivered to the Committee.
ARTICLE VI
CONDITIONS AND FORFEITURES
If a Participant's Continuous Service is terminated because of his
proven or admitted fraud or dishonesty of a material nature, his
willful damage to the property, reputation or goodwill of the
Company, or any of its subsidiaries, his conviction of a felony,
his willful and material insubordination or violation of Company
rules, and/or his gross neglect of duties assigned by the Company;
and if such act or action adversely affects the Company in a
substantial respect, then notwithstanding any other provision of
this Plan, the Committee may determine that any benefits to which
such Participant might otherwise have been entitled under the Plan
shall be forfeited. The decision of the Committee with respect to
sufficiency of the proof or admission of such act or action, the
substantially adverse effect thereof, and the forfeiture resulting
therefrom, as long as made with consistency and sound judgment,
shall be final and binding.
ARTICLE VII
ADMINISTRATIVE COMMITTEE
7.01 Service, Resignation, Removal:
Members of the Committee shall serve at the pleasure of the
Board and any or all members may be removed by the Board at
any time, with or without cause or notice. Upon the death,
resignation, removal or inability to serve of any member of
the Committee, as now or hereafter constituted (and of such
inability the Board shall be the sole judge), the Board shall
name the successor of such member.
7.02 Procedure:
A majority of the members of the Committee shall constitute a
quorum for any meeting held with respect to the Plan, and the
acts of a majority of the members present at any meeting at
which a quorum is present or the acts unanimously approved in
writing by all such members shall be valid acts of the
Committee.
7.03 Powers and Duties:
The Committee shall have the power and duty to do all things
necessary or convenient to effect the intent and purposes of
the Plan and not inconsistent with any of the provisions
hereof, whether or not such powers and duties are specifically
set forth herein, and, in amplification and not limitation of
the foregoing, the Committee shall have power to:
(a) provide rules and regulations for the administration of
the Plan, and from time-to-time, to amend or supplement
such rules and regulations;
(b) construe the Plan, which construction, as long as made in
good faith, shall be final and conclusive upon all
parties thereto;
(c) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan in such manner and to such
extent as it shall deem expedient to carry the same into
effect, and it shall be the sole and final judge of when
such action shall be appropriate.
7.04 Finality of Action:
The acts and determinations of the Committee within the powers
conferred by the Plan shall be final and conclusive for all
purposes of the Plan and shall not be subject to appeal or
review by persons or entities other than the Board.
7.05 Liability:
No member of the Committee shall be directly or indirectly
responsible or under any liability by reason of any action or
default by him as a member of the Committee, or the exercise
of or failure to exercise any power or discretion as such
member, except for his own fraud or willful misconduct; and no
member of the Committee shall be liable in any way for the
acts or defaults of any other member of the Committee or any
of its advisors, agents or representatives. The Company shall
indemnify and save harmless each member of the Committee
against any and all expenses and liabilities arising out of
his own membership on the Committee, except expenses and
liabilities arising out of his own fraud or willful
misconduct.
7.06 Compensation and Expenses:
The members of the Committee may receive such reasonable
compensation for their services as may be authorized from
time-to-time by the Board, and except as otherwise provided
above, shall be entitled to receive their reasonable expenses
incurred in administering the Plan. Any such compensation and
expenses, as well as extraordinary expenses authorized by the
Board, shall be paid by the Company.
7.07 Information Furnished to Committee:
The Company shall furnish to the Committee in writing all
information the Company deems appropriate for the Committee to
exercise its powers and duties in administration of the Plan.
Such information may include, but shall not be limited to, the
names of all Eligible Employees, their Annual Base
Compensation, and their dates of birth, employment,
termination of employment, retirement or death. Such
information shall be conclusive for all purposes of the Plan
and the Committee shall be entitled to rely thereon without
any investigation thereof; provided, however, that the
Committee may correct any errors discovered in any such
information.
7.08 Examination by Participants:
The Committee shall make available to each Participant for
examination by him, at the principal office of the Company or
at such other location as may be reasonably convenient to him,
a copy of the Plan and such of its records or copies thereof
as may pertain toe any benefits of such Participant under the
Plan.
ARTICLE VIII
MISCELLANEOUS
8.01 Unfunded Plan:
Any Participant who may have or claim any interest in or right
to any compensation, payment or benefit payable hereunder,
shall rely solely upon the unsecured promise of the Company as
set forth herein for the payment thereof, and nothing herein
contained shall be construed to give to or vest in the
Participant or any other person now or at any time in the
future, any right, title, interest or claim in or to any
specific asset, fund, reserve, account or property of any kind
whatever owned by the Company or in which it may have any
right, title or interest now or at any time in the future.
8.02 Additional Benefits:
It is agreed and understood that any benefits accrued under
this Plan are in addition to any and all employee benefits to
which a Participant may otherwise be entitled under any other
contract, arrangement or voluntary pension, profit sharing or
other compensation plan of the Company, and that this Plan
shall not affect or impair the rights or obligations of the
Company or a Participant under any other such contract,
arrangement or voluntary plan.
8.03 Modification and Cancellation:
This Plan may be amended, modified, suspended or terminated by
the Board as and when it deems such action necessary; however,
no such action shall have the effect of terminating or voiding
a Participant's contractual right to receive that portion of
any award made hereunder which shall have vested in him as of
the time of such Board action.
8.04 Enforceability:
If any term or condition of the Plan shall be invalid or
unenforceable to any extent or in any application, then the
remainder of the Plan, and such term or condition except to
such extent or in such application, shall not be affected
thereby, and each and every term and condition of the Plan
shall be valid and enforced to the fullest extent and in the
broadest application permitted by law.
8.05 Notices:
All notices or other communications permitted to be given or
called for pursuant to the Plan shall be in writing and shall
be considered as properly given or made if hand delivered,
mailed from within the United States by certified or
registered mail, or sent by prepaid telegram:
(1) If to the Company, in care of its President and Chief
Executive Officer, 4721 Morrison Drive, P.O. Box 162066,
Mobile, Alabama 36625.
(2) If to a Participant, in care of him at such address as he
shall have provided in writing to the Committee, or in
the absence thereof, to such other address as shall
appear on the books of the Company.
20742508.W51
FIRST AMENDMENT TO THE
MORRISON INCORPORATED
EXECUTIVE SUPPLEMENTAL PENSION PLAN
THIS FIRST AMENDMENT, made as of the 30th day of June , 1994, by
MORRISON RESTAURANTS INC., f/k/a Morrison Incorporated, a corporation duly
organized and existing under the laws of the State of Delaware (the "Primary
Sponsor");
W I T N E S E T H:
WHEREAS, the Primary Sponsor maintains the Morrison Incorporated
Executive Supplemental Pension Plan under a restated indenture effective as
of June 1, 1986 (the "Plan"); and
WHEREAS, the Primary Sponsor now desires to amend the Plan in order to
make certain changes to its eligibility provisions and for other reasons;
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective January 1, 1994, as follows:
1. By deleting existing Section 2.01(d) in its entirety and by substituting
therefor the following: "[Reserved]." In addition, the term "Plan
Administrator" shall be substituted in lieu of the term "Committee" each time
the latter term appears in the Plan.
2. By deleting existing Section 2.01(e) in its entirety and by substituting
therefor the following:
"(e) The term `Company' refers to Morrison Restaurants Inc., f/k/a
Morrison Incorporated, a Delaware corporation."
3. By deleting the existing second and final paragraphs of Section 2.01(f)
in their entirety and by substituting therefor the following:
"With respect to Eligible Employees who were Participants in the Plan
prior to January 1, 1994, Continuous Service shall not include any
period of employment subsequent to an Employee's participation in the
Plan from and after the date the Plan Administrator has expressly
terminated an Employee's participation in the Plan, unless and until he
or she thereafter qualifies as an Eligible Employee in accordance with
the provisions of the immediately succeeding sentence. With respect to
Eligible Employees who first become Participants in the Plan after
December 31, 1993, Continuous Service shall not include any period of
employment subsequent to an Employee's participation in the Plan (i)
during which the Employee no longer holds any one of the Qualifying
Positions, (ii) following three (3) consecutive Plan Years during which
the Participant failed to earn an annual salary, plus bonus, of at least
$120,000 (as adjusted in accordance with Plan Section 2.01(h)); or (iii)
from and after the date the Plan Administrator has expressly terminated
an Employee's participation in the Plan. An Eligible Employee who
experiences a break in Continuous Service as described in this paragraph
who again becomes an Eligible Employee or who is reinstated by action
of the Plan Administrator shall have his periods of Continuous Service
aggregated for purposes of calculating his Accrued Benefit, but in no
event shall such aggregated periods of Continuous Service include
periods during which the Employee no longer holds any Qualifying
Position; any period of employment during which the Employee is not an
Eligible Employee following a three-consecutive Plan Year period in
which the Employee failed to earn at least $120,000 (as adjusted in
accordance with Plan Section 2.01(h)); or after the date the Employee's
participation in the Plan has been expressly terminated by the Plan
Administrator unless and until both the Plan Administrator reverses that
decision and the Employee otherwise qualifies as an Eligible Employee."
4. By deleting Section 2.01(h) in its entirety and by substituting therefor
the following:
"(h) The term `Eligible Employee' means, prior to January 1, 1994, an
individual employed on a full-time basis by the Company or one or
more of its subsidiaries who has earned at least 850 HAY points,
has been credited with at least three (3) `Years of Service,' as
defined under the Morrison Incorporated Retirement Plan and has
been selected for participation by the Plan Administrator and,
after December 31, 1993, an individual employed on a full-time
basis by the Company or one or more of its subsidiaries who earned
an average salary, plus bonus, of at least $120,000 (or such
greater amount as may be determined by the Plan Administrator from
time to time) during the last two (2) Plan Years immediately
preceding the first day of the Plan Year in which an Eligible
Employee becomes a Participant and who has completed at least five
(5) full years of consecutive service, on a calendar-year basis
or otherwise, during which the Employee has held one or more
Qualifying Positions."
5. By deleting the second sentence of the first paragraph of Section
2.01(i) and by substituting therefor the following:
"If the Participant retires, terminates employment or ceases to accrue
Continuous Service in accordance with Plan Section 2.01(f), his Annual
Base Salary for the final partial year of participation shall be
annualized for purposes of calculating Final Base Salary."
6. By deleting the second sentence of Section 2.01(k) and by substituting
therefor the following:
"An Eligible Employee shall become a Participant as of the January 1st
immediately following the date the eligibility criteria stated in Plan
Section 2.01(h) are satisfied. Upon retirement, termination of
employment or cessation of the accrual of Continuous Service in
accordance with Plan Section 2.01(f), a Participant's status shall
become that of a former Participant."
7. By substituting the name "Morrison Restaurants Inc. Executive
Supplemental Pension Plan" for the name "Morrison Incorporated Executive
Supplemental Pension Plan" in Section 2.01(l).
8. By adding new Section 2.01(l)(l), immediately after Section 2.01(l), as
follows:
"(l)(l) The term `Plan Administrator' shall mean the organization
or person designated to administer the Plan by the Board of
Directors or, in lieu of any such designation, the
Company."
9. By deleting the first sentence of the third paragraph of Section 2.01(n)
and by substituting therefor the following:
"The date of calculation will be the retirement date, termination date
or date of the cessation of the accrual of Continuous Service in
accordance with Plan Section 2.01(f), whichever is applicable."
10. By adding new Section 2.01(o) as follows:
"(o) "Qualifying Position" means one or more of the positions within
the Company's organizational hierarchy identified in Appendix A hereto,
as the same may be amended from time to time hereafter by the Chief
Executive Officer of the Company.
11. By deleting Article VII in its entirety and by substituting therefor the
following:
"VIII. ADMINISTRATION OF THE PLAN
A. Operation of the Plan Administrator The Company shall be
the Plan Administrator, unless it appoints another Plan Administrator.
If an organization is appointed to serve as the Plan Administrator, then
the Plan Administrator may designate in writing a person who may act on
behalf of the Plan Administrator. The Company shall have the right to
remove the Plan Administrator at any time by notice in writing. The
Plan Administrator may resign at any time by written notice of
resignation to the Company. Upon removal or resignation, or in the
event of the dissolution of the Plan Administrator, the Company shall
appoint a successor.
B. Duties of the Plan Administrator
1. The Plan Administrator shall perform any act which the
Plan authorizes or requires of the Plan Administrator by action
taken in compliance with the Plan and may designate in writing
other persons to carry out its duties under the Plan. The Plan
Administrator may employ persons to render advice with regard to
any of the Plan Administrator's duties.
2. The Plan Administrator shall from time to time
establish rules, not contrary to the provisions of the Plan, for
the administration of the Plan and the transaction of its
business. All elections and designations under the Plan by a
participating Employee or beneficiary shall be made on forms
prescribed by the Plan Administrator. The Plan Administrator
shall have discretionary authority to construe the terms of the
Plan and shall determine all questions arising in the
administration, interpretation and application of the Plan,
including, but not limited to, those concerning eligibility for
benefits and it shall not act so as to discriminate in favor of
any person. All determinations of the Plan Administrator shall
be conclusive and binding on all Employees and beneficiaries,
subject to the provisions of the Plan and subject to applicable
law.
3. The Plan Administrator shall furnish Employees and
Beneficiaries with all disclosures now or hereafter required by
the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). The Plan Administrator shall file, as required, the
various reports and disclosures concerning the Plan and its
operations as required by ERISA and by the Internal Revenue Code,
and shall be solely responsible for establishing and maintaining
all records of the Plan.
4. The statement of specific duties for a Plan
Administrator in this Section are not in derogation of any other
duties which a Plan Administrator has under the provisions of the
Plan or under applicable law.
5. The Company shall indemnify and hold harmless each
person constituting the Plan Administrator from and against any
and all claims and expenses (including, without limitation,
attorney's fees and related costs) arising in connection with the
performance by the person of his or her duties in that capacity,
other than any of the foregoing arising in connection with the
willful neglect or willful misconduct of the person acting.
C. Action by the Company Any action to be taken by the
Company shall be taken by resolution or written direction duly adopted
by the Board or appropriate governing body, as the case may be;
provided, however, that by such resolution or written direction, the
Board or appropriate governing body, as the case may be, may delegate
to any officer or other appropriate person of the Company the authority
to take any such actions as may be specified in such resolution or
written direction, other than the power to amend or terminate the Plan
or to determine the basis of any payment obligations of the Company.
D. CLAIM REVIEW PROCEDURE
1. In the event that an Employee or beneficiary is denied
a claim for benefits under the Plan, the Plan Administrator shall
provide to such claimant written notice of the denial which shall
set forth:
a. the specific reasons for the denial;
b. specific references to the pertinent provisions
of the Plan on which the denial is based;
c. a description of any additional material or
information necessary for the claimant to perfect the claim
and an explanation of why such material or information is
necessary; and
d. an explanation of the Plan's claim review
procedure.
2. After receiving written notice of the denial of a
claim, a claimant or his or her representative may:
a. request a full and fair review of such denial
by written application to the Plan Administrator;
b. review pertinent documents; and
c. submit issues and comments in writing to the
Plan Administrator.
3. If the claimant wishes such a review of the decision
denying his or her claim to benefits under the Plan, he or she
must submit such written applications to the Plan Administrator
within sixty (60) days after receiving written notice of the
denial.
4. Upon receiving such written application for review,
the Plan Administrator may schedule a hearing for purposes of
reviewing the claimant's claim, which hearing shall take place not
more than thirty (30) days from the date on which the Plan
Administrator received such written application for review.
5. At least ten (10) days prior to the scheduled hearing,
the claimant and his or her representative designated in writing
by him or her, if any, shall receive written notice of the date,
time, and place of such scheduled hearing. The claimant or his
or her representative, if any, may request that the hearing be
rescheduled, for his or her convenience, on another reasonable
date or at another reasonable time or place.
6. All claimants requesting a review of the decision
denying their claim for benefits may employ counsel for purposes
of the hearing.
7. No later than sixty (60) days following the receipt
of the written application for review, the Plan Administrator
shall submit its decision on the review in writing to the claimant
involved and to his or her representative, if any; provided,
however, a decision on the written application for review may be
extended, in the event special circumstances such as the need to
hold a hearing require an extension of time, to a day no later
than one hundred twenty (120) days after the date of receipt of
the written application for review. The decision shall include
specific reasons for the decision and specific references to the
pertinent provisions of the Plan on which the decision is based.
Except as specifically provided herein, the Plan shall remain in full
force and effect as prior to this First Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed as the day and year first above written.
MORRISON RESTAURANTS INC.
By: /s/ Samuel E. Beall, III
Title: President and Chief Executive
Officer
[CORPORATE SEAL]
ATTEST:
/s/ Pfilip G. Hunt
Title: Senior Vice President,
General Counsel & Secretary
APPENDIX A
EXECUTIVE SUPPLEMENTAL PENSION PLAN
ELIGIBLE POSITIONS
President-Chief Executive Officer
Chairman of the Board
President-RTG
President-FDG
President-Health Care
President-Business & Industry
Senior Vice President Marketing-Corp.
Senior Vice President, Human Resources-Corp.
Senior Vice President, Legal-Corp.
Vice President, Finance-Corp.
Vice President, Controller and Treasurer
Senior Vice President, Operations-FDG
Senior Vice President, Operations-RTG
Vice President-Design Construction-RTG
Vice President, Operations-Silver Spoons
Vice President, Financial Planning
Vice President, Controller-RTG
Vice President, Legal-Real Estate
Vice President-Real Estate
Vice President, Human Resources-FDG
Vice President, Human Resources-Health Care
Vice President, Human Resources-RT
Vice President, Ind. Rel.-MHG
Vice President, Controller-FDG
Senior Vice President, Development-FDG
Vice President, Marketing-FDG
Vice President, Controller-MHG
Regional Vice President-Health Care
Regional Vice President-Business & Industry
Vice President, Real Estate-FDG
Director, Operations-FDG
Vice President-Nutritional Services
Vice President-Vending
Vice President-Sales
Regional Director-RTG
Vice President, Human Resources-Business & Industry