MORRISON INCORPORATED
MANAGEMENT RETIREMENT PLAN
THIS INDENTURE made and entered into this 28th day of March , 1989,
by MORRISON INCORPORATED, a corporation organized and existing under the laws
of the State of Delaware (hereinafter referred to as the "Company"):
W I T N E S S E T H:
WHEREAS, the Company established the Morrison Incorporated Management
Retirement Plan (the "Plan"), effective June 1, 1989; and
WHEREAS, the Company desires to provide for a select group of management
or highly compensated long-term employees the security of receiving a defined
level of retirement benefits from the Plan, when considered together with
benefits provided from the Company-funded portion of certain other employee
benefits provided by the Company;
NOW, THEREFORE, effective as of June 1, 1989, the Company hereby agrees
to provide certain benefits in accordance with the following terms and
conditions:
ARTICLE I
DEFINITIONS
1.01 "Accrued Benefit" means the benefit payable to a Participant in
accordance with Article IV hereof as a yearly amount, calculated as a single
life annuity for the life of the Participant, equal to 1.5 percent of the
Participant's Final Average Compensation multiplied by the number of Years of
Credited Service not to exceed 20, plus 2 percent of the Participant's Final
Average Compensation multiplied by each additional Year of Credited Service in
excess of 20 but not to exceed 30, minus the sum of (a) the Participant's
Frozen Retirement Plan Benefit, (b) the Participant's Social Security Benefits
and (c) the Participant's Executive Supplemental Pension Plan Benefit.
1.02 "Actuarial Equivalent" means, with respect to a benefit, any
benefit provided under the terms of the Plan which has the same present value
on the date the benefit payment commences. For the purpose of establishing
whether a benefit is the Actuarial Equivalent of another benefit, the Company
shall apply the same factors for determining actuarial equivalence under the
Frozen Retirement Plan.
1.03 "Affiliate" means (a) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Code) as is the Company, (b) any other trade or business (whether or not
incorporated) controlling, controlled by, or under common control (within the
meaning of Section 414(c) of the Code) with the Company, (c) any other
organization which is a member of an affiliated service group (within the
meaning of Section 414(m) of the Code) with the Company, and (d) any other
entity required to be aggregated with the Company pursuant to regulations
under Section 414(o) of the Code.
1.04 "Board of Directors" means the Board of Directors of the
Company.
1.05 "Break in Service" means any Plan Year during which a
Participant has not completed more than 500 Hours of Service. A Break in
Service shall not occur during:
(a) an absence or leave of absence, with or without pay,
which was authorized by the Company for a period not to exceed one year
provided that the Participant returns to the active service of the
Company at or prior to the termination of the absence or leave;
(b) periods of military service during which time the
Participant's rights were protected by law; or
(c) maternity or paternity leave of absence caused:
(1) by reason of pregnancy of the individual,
(2) by reason of the birth of a child of the Participant,
(3) by reason of the placement of a child in connection
with the adoption of a child by the Participant, or
(4) for purposes of caring for the child during the period
immediately following the birth or placement for adoption.
In the case of (c) above, the Participant shall be considered as having
completed either the number of hours that would have been credited to the
Participant for the absence or, if the normal working hours are unknown, he
shall be credited with eight hours per normal work day during the absence.
However, the total number of hours so credited shall not exceed 501 and
further must be credited only (i) in the year in which that absence begins for
one of the permitted reasons listed herein if the crediting is necessary to
prevent a Break in Service in that year or (ii) in the following year.
1.06 "Code" means the Internal Revenue Code of 1986, as amended.
1.07 "Compensation" means the total compensation that would be
subject to tax under Code Section 3101(a) (but without the dollar limitation
of Code Section 3121(a)(1) and excluding any amounts paid as Long-Term
Disability Benefits) paid to a Participant by the Company, or any Affiliate,
during a Plan Year, including amounts paid or credited to a Participant as
nonqualified deferred compensation by the Company or any Affiliate,
notwithstanding the provisions of Code Section 3121(v)(2), but in no event in
excess of $100,000 (as adjusted from time to time at the sole discretion of
the Company).
1.08 "Deferred Retirement Date" means the date on which a
Participant actually retires under the provisions of Section 4.03 of the Plan.
1.09 "Early Retirement Date" means the date on which a Participant
attains age 55, completes at least 15 Years of Credited Service, and submits
in writing a request to retire on a date prior to his Normal Retirement Date.
1.10 "Executive Supplemental Pension Plan Benefit" means
the benefits under the Morrison, Inc. Executive Supplemental Pension Plan
payable to a Participant or his beneficiary designated under such Plan and
calculated as a single life annuity for the life of the Participant.
1.11 "Final Average Compensation" means the average of a
Participant's Compensation for the five consecutive Years of Credited Service
immediately preceding his retirement date or death. If a Participant
completes at least 1,000 Hours of Service in a Year of Credited Service within
the computation period, but he is not paid compensation for that entire Plan
Year, then his Compensation for that Year of Credited Service shall be
annualized. For the purpose of annualizing a Participant's Compensation, the
component consisting of bonuses shall be the greater of the bonuses paid to
the Participant during the Plan Year or the bonuses paid to the Participant in
the most recent Plan Year.
1.12 "Frozen Retirement Plan" means the Morrison Incorporated
Retirement Plan.
1.13 "Frozen Retirement Plan Benefit" means the benefits under the
Morrison Incorporated Retirement Plan payable to a Participant or his
beneficiary designated under such Plan and calculated as a single life annuity
for the life of the Participant.
1.14 "Hour of Service" means
(a) Each hour for which an Participant is paid or entitled
to payment for the performance of duties for the Company or an
Affiliate. These hours shall be credited to the Participant for the
computation period in which the duties are performed.
(b) Each hour for which an Participant is paid or entitled
to payment by the Company or an Affiliate on account of a period of time
during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military
duty or leave of absence. No more than 501 Hours of Service shall be
credited under this Subsection for any single computation period.
(c) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Company or
an Affiliate. The same Hours of Service shall not be credited under
both Subsection (a) or Subsection (b), as the case may be, and also
under this Subsection (c). These hours shall be credited to the
Participant for the computation period or periods in which the award,
agreement, or payment pertains.
(d) Hours of Service shall be credited and determined in
compliance with Section 2530.200b-2 of 29 CFR Part 2530 as prescribed by
the Department of Labor.
1.15 "Long-Term Disability Benefits" mean the annual benefits
payable to a Participant by reason of any long-term disability coverage
attributable to premiums paid by the Company or an Affiliate.
1.16 "Normal Retirement Age" means the date on which a Participant
attains age 65.
1.17 "Normal Retirement Date" means the date on which a Participant
attains Normal Retirement Age.
1.18 "Participant" means any employee of the Company who has become
a Participant pursuant to Article II of the Plan, who retires from employment
with the Company on or after June 1, 1989, and who has not received a full
distribution from the Plan of his Accrued Benefit.
1.19 "Plan Administrator" means the organization, person or persons
appointed by the Board of Directors.
1.20 "Plan Year" means the calendar year.
1.21 "Social Security Benefits" means (a) if the Participant retires
prior to his Normal Retirement Date, the annual primary insurance amount that
would be payable to a Participant at "retirement age" as defined in 42 U.S.C.
Section 416(1) under the Social Security Act, as amended, based on the
assumption that the Participant will continue to receive until reaching
"retirement age" Compensation that would be treated as wages for purposes of
the Social Security Act at the same rate as in the calendar year preceding the
retirement date; or (b) if the Participant retires on or after his Normal
Retirement Date, the annual primary insurance amount payable to a Participant
at "retirement age" as defined in 42 U.S.C. Section 416(1) under the Social
Security Act, as amended.
1.22 "Year of Credited Service" means each calendar year during
which the Participant completes not less than 1,000 Hours of Service. For
purposes of determining Years of Credited Service, the following shall apply:
(a) in the event that the Company or an Affiliate acquires all of the assets
of another corporation or entity or a controlling interest in the stock of
another corporation or merges with another corporation or entity and is the
surviving entity, then an employee who was employed by the prior corporation
or entity and who is employed by the Company or an Affiliate on or about the
time of the acquisition or merger may be credited, at the sole discretion of
the Company, with Years of Credited Service while in the employ of the prior
corporation or entity but for that period shall be credited with no more than
seven and one-half (7-1/2) Years of Credited Service; (b) if a Participant
makes the election under Section 4.04(b) hereof to defer payment of his
Accrued Benefit upon attaining his Early Retirement Date, his Accrued Benefit
shall be determined by crediting him with an additional Year of Credited
Service for each whole calendar year constituting the period of deferral;
(c) if a Participant receives Long-Term Disability Benefits for any period of
time, that period shall not be counted for purposes of determining Years of
Credited Service; (d) in the event a Participant incurs a Break in Service of
more than three consecutive Plan Years, all Years of Credited Service prior to
the initial Break in Service shall be disregarded for all purposes under the
Plan; and (e) in the event a Participant incurs a Break in Service for a
period not in excess of three consecutive Plan Years, the Plan Administrator
shall have the sole discretion to determine how many, if any, Years of
Credited Service prior to the initial Break in Service shall be counted and
for which purposes under the Plan.
ARTICLE II
ELIGIBILITY
2.01 Any person actively employed by the Company or an Affiliate
who, as of June 1, 1989, had 15 Years of Credited Service and whose average
annual Compensation (determined without regard to the $100,000 limit) for the
immediately preceding three-calendar-year period equalled or exceeded $40,000
shall be a Participant as of June 1, 1989.
2.02 Any other person actively employed by the Company or an
Affiliate with 15 Years of Credited Service and whose average annual
Compensation (determined without regard to the $100,000 limit) for a
consecutive three-calendar-year period equals or exceeds $40,000 (as may be
adjusted from time to time hereafter by the Company) shall become a
Participant in the Plan as of the immediately succeeding January 1st.
ARTICLE III
FUNDING
The Plan shall be unfunded and all benefits payable under the Plan shall
be paid solely out of the Company's assets which are available to satisfy the
claims of the Company's general creditors.
ARTICLE IV
RETIREMENT BENEFITS
4.01 Whenever in the Plan reference is made to a retirement date, it
shall mean the Normal Retirement Date, Deferred Retirement Date, or Early
Retirement Date, whichever is applicable. If the amount of the payment
required to commence on a specified date pursuant to this Article IV cannot be
made or ascertained by that date, payment shall commence retroactively to that
date.
4.02 Normal Retirement Date
A Participant who reaches Normal Retirement Age while an employee of the
Company or an Affiliate may retire as of his Normal Retirement Date and shall
be entitled to receive his Accrued Benefit. However, a Participant who is
also a participant in the Frozen Retirement Plan can only receive his Accrued
Benefit if he has begun to receive his Frozen Retirement Plan Benefit. The
benefit under this Section 4.02 shall commence on the first day of the month
following the Participant's Normal Retirement Date and shall be payable in
accordance with Article VII hereof.
4.03 Deferred Retirement
A Participant may elect to remain in the employ of the Company or an
Affiliate beyond his Normal Retirement Date and defer receipt of his benefit
under the Plan until his Deferred Retirement Date. However, a Participant who
is also a participant in the Frozen Retirement Plan can only receive his
Accrued Benefit if he has begun to receive his Frozen Retirement Plan Benefit.
The benefit commencing upon the Participant's actual retirement date will be
his Accrued Benefit calculated as of his Deferred Retirement Date. The
benefit under this Section 4.03 shall commence on the first day of the month
following the Participant's Deferred Retirement Date and shall be payable in
accordance with Article VII hereof.
4.04 Early Retirement
(a) At his Early Retirement Date, a Participant may retire under
this Section 4.04(a) and shall be entitled to receive his Accrued Benefit
calculated as of his Early Retirement Date. However, a Participant who is also
a participant in the Frozen Retirement Plan can only receive his Accrued
Benefit if he has begun to receive his Frozen Retirement Plan Benefit. Except
as provided in Subsection (b) below, the benefit under this Section 4.04 shall
commence on the first day of the month following the Participant's Early
Retirement Date in accordance with Article VII hereof.
(b) At his Early Retirement Date, a Participant may elect to retire
but may request of the Plan Administrator permission to defer the commencement
of the payment of his Accrued Benefit to any point in time beginning at least
12 months after his Early Retirement Date. If a Participant so elects and he
receives the permission of the Plan Administrator, his Accrued Benefit
nevertheless shall be determined based upon his Final Average Compensation as
of his Early Retirement Date although he shall continue to accrue Years of
Credited Service as provided in Section 1.22(b) hereof.
ARTICLE V
DEATH BENEFITS
Upon the death of any married Participant on or after his Early
Retirement Date but prior to the receipt of any benefits hereunder, the spouse
surviving him on the date of death shall be entitled to receive a survivor
annuity providing monthly benefits for life equal to fifty (50) percent of the
annuity which would have been payable during the joint lives of the
Participant and such surviving spouse if the Participant had retired on the
date immediately before his death and received a normal form of distribution
pursuant to Section 7.02 hereof. The benefit shall be paid to such surviving
spouse on the first day of the month following the Participant's death in
accordance with Article VII hereof. If the amount of the payment required to
commence on a specified date pursuant to this Article V cannot be made or
ascertained by that date, payment shall commence retroactively to that date.
ARTICLE VI
TERMINATION OF EMPLOYMENT
6.01 Termination of Employment
In the event a Participant's employment with the Company and its
Affiliates terminates before his Early Retirement Date, his Accrued Benefit
shall be forfeited.
6.02 Leave of Absence
A leave of absence which is authorized by the Company shall not
constitute a termination of employment unless the Participant fails to return
to active employment at or prior to the expiration of the leave. If the
Participant does not return to active employment within the time specified,
then his employment shall be deemed to have terminated as of the commencement
of the leave of absence.
ARTICLE VII
PAYMENT OF BENEFITS UPON RETIREMENT
7.01 All forms of retirement benefits payable under the Plan shall
be the Actuarial Equivalent of the Participant's Accrued Benefit payable as a
single life annuity for the life of the Participant.
7.02 In the case of a Participant who is ineligible to receive
benefits under the Frozen Retirement Plan, the normal form of distribution
made pursuant to this Section 7.02 if the Participant is married on the date
benefits are to commence shall be a joint and fifty (50) percent survivor
annuity providing monthly benefits payable for the life of the Participant
with a survivor annuity for the life of the spouse to whom he is married at
retirement which is fifty (50) percent of the amount of the annuity payable
during the joint lives of the Participant and such surviving spouse, or if the
Participant is not married on the date benefits are to commence, a single life
annuity providing monthly benefits payable for the life of the Participant.
No later than 90 days and no earlier than 120 days prior to his retirement
date, the Participant may request of the Plan Administrator permission to have
payments made in one of the following alternative forms:
(a) an annuity providing for monthly benefits payable for
the life of the Participant;
(b) an annuity providing for monthly benefits payable for
the life of the Participant with 120 or 240 monthly payments guaranteed;
(c) a joint and survivor annuity providing for monthly
benefits payable for the life of the Participant with a survivor annuity
for the life of his joint annuitant designated at retirement (either his
surviving spouse or another designee) at the rate of fifty (50),
seventy-five (75) or one hundred (100) percent of the amount of the
annuity payable during the joint lives of the Participant and such joint
annuitant.
7.03 If a Participant is eligible to receive benefits under the
Frozen Retirement Plan, his Accrued Benefit shall be paid in the same form as
the method of payment selected by the Participant under the Frozen Retirement
Plan.
7.04 No payments of a Participant's Accrued Benefit shall be made
while the Participant is receiving Long-Term Disability Benefits.
ARTICLE VIII
PLAN ADMINISTRATOR
8.01 Organization and Operation of a Plan Administrator
(a) Any person appointed as the Plan Administrator shall
signify his acceptance by filing a written acceptance with the Board of
Directors. If a corporation or 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
Board of Directors 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 Board of Directors,
which resignation shall become effective upon the date specified
therein. Upon removal or resignation, or in the event of the death of a
person constituting any part of the Plan Administrator, the Board of
Directors shall appoint a successor to the person.
(b) The Plan Administrator shall not receive any
compensation for his services.
8.02 Duties and Responsibilities of the Plan Administrator
(a) The Plan Administrator shall perform any act which the
Plan authorizes or requires of the Plan Administrator.
(b) The Plan Administrator shall compute the amount of any
benefits which shall be payable to any Participant or beneficiary in
accordance with the provisions of the Plan.
(c) The Plan Administrator shall from time to time
establish rules, not contrary to the provisions of this Plan, for the
administration of the Plan and the transaction of its business. The
Plan Administrator shall interpret the Plan and shall determine all
questions arising in the administration, interpretation and application
of the Plan, including determinations of eligibility for, and the amount
of, any Accrued Benefit. All determinations of the Plan Administrator
shall be final and binding on all Participants and beneficiaries,
subject to the provisions of the Plan and applicable law.
(d) The Plan Administrator may designate in writing other
persons to carry out its responsibilities under the Plan. The Plan
Administrator may at any time and from time to time remove any person
designated to carry out its responsibilities under the Plan by notice in
writing to the person.
(e) The Plan Administrator may employ persons to render
advice with regard to any of its responsibilities under the Plan.
Charges for all services rendered shall be directly paid by the Company.
(f) The Company shall indemnify and hold harmless the Plan
Administrator from and against any and all claims, losses, costs,
expenses (including, without limitation, attorney's fees and court
costs), damages, actions or causes of action arising from, on account of
or in connection with the performance by the person of his duties in
that capacity, other than those of the foregoing arising from, on
account of or in connection with the willful neglect or willful
misconduct of the person acting.
(g) The statement of specific duties for a Plan
Administrator in this Section 8.02 is not in derogation of any other
duties which a Plan Administrator has under the provisions of the Plan
or applicable law.
ARTICLE IX
CLAIM REVIEW PROCEDURE
9.01 Any person who makes a claim for benefits under the Plan that
is denied shall have the right to appeal the denial of his claim to the Plan
Administrator for a full and fair review at any time within 60 days after the
claimant receives written notice of the denial. In the event of an appeal,
the Plan Administrator shall afford the claimant or his duly authorized
representative the opportunity:
(a) to review documents pertinent to the claim;
(b) to submit issues and comments in writing; and
(c) to discuss the documents and issues with the Plan
Administrator.
9.02 The final decision of the Plan Administrator shall be made not
later than 60 days after receipt from the claimant of a request for review,
unless special circumstances, such as the need to hold a hearing, require an
extension of time for processing, in which case a decision shall be made as
soon as possible but not later than 120 days after receipt of the request for
review and only after appropriate notice to the claimant of the extension is
given before the end of the initial 60-day period. The decision shall be made
in writing, shall include specific reasons for the decision, shall be written
in a manner calculated to be understood by the claimant, shall include
specific references to pertinent Plan provisions on which the decision is
based, and, to the extent permitted by law, shall be final and binding on the
claimant. The decision of the Plan Administrator shall be the final review
provided by the Plan.
ARTICLE X
LIMITATION OF RIGHTS
Participation in the Plan shall not give any Participant any right or
claim except to the extent that the right is specifically fixed under the
terms of the Plan. The establishment of the Plan shall not be construed to
give any Participant a right to be continued in the employ of the Company or
as interfering with the right of the Company to terminate the employment of
any Participant at any time.
ARTICLE XI
LIMITATION OF ASSIGNMENT
11.01 Nonalienation of Benefits
No benefit which shall be payable under the Plan to any person shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void; and no
benefit shall in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any person, nor shall it be
subject to attachment or legal process for, or against, the person, and the
same shall not be recognized under the Plan, except to the extent as may be
required by law.
11.02 Payments to Minors or Incompetents
Whenever any benefit which shall be payable under the Plan is to be paid
to or for the benefit of any person who is then a minor or determined to be
incompetent by qualified medical advice, the Plan Administrator need not
require the appointment of a guardian or custodian, but shall be authorized to
cause the same to be paid over to the person having custody of the minor or
incompetent, or to cause the same to be paid to the minor or incompetent
without the intervention of a guardian or custodian, or to cause the same to
be paid to a legal guardian or custodian of the minor or incompetent if one
has been appointed or to cause the same to be used for the benefit of the
minor or incompetent.
11.03 Missing Participants
Whenever the Plan Administrator cannot within a reasonable time after
payments are to commence locate any person to or for the benefit of whom
payments are to be made after making a reasonable effort to locate the person,
the Company may hold the amount of the payment until the person entitled
thereto is located.
ARTICLE XII
AMENDMENT OR TERMINATION
12.01 The Company may terminate or amend the Plan at any time.
12.02 Upon termination of the Plan, the Company shall not distribute
Plan benefits at the time of termination, but instead shall make payment of
Plan benefits as otherwise provided in the Plan according to the terms and
conditions of the Plan immediately prior to its termination.
ARTICLE XIII
MISCELLANEOUS
13.01 Severability
In case any one or more of the provisions of the Plan shall, for any
reason, be held or found by final judgment of a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect (a) the
invalidity, illegality or unenforceability shall not affect any other
provisions of the Plan, (b) the Plan shall be construed as if the invalid,
illegal or unenforceable provision had never been contained herein, and (c) if
the effect of a holding or finding that any provision is invalid, illegal or
unenforceable is to modify to the Participant's detriment, reduce or eliminate
any benefit to the Participant intended by the Company, the Company shall
promptly amend the Plan to provide to the Participant (to the extent lawfully
permissible) substantially the same benefit the Participant would have enjoyed
had any provision of this Plan been upheld as legal, valid and enforceable.
13.02 Governing Law
The Plan shall be construed in accordance with and governed for all
purposes by the laws of the State of Alabama, and to the extent applicable, by
the laws of the United States of America.
13.03 Binding Effect
The provisions of the Plan shall be binding upon and shall inure to the
benefit of the successors and assigns of each Plan Sponsor.
13.04 Notices
Any notice required or permitted to be given to the Plan Administrator
under the Plan shall be in writing and shall be deemed to have been given when
delivered in person or when deposited in the United States mail, registered or
certified postage prepaid, and mailed to the Company at the following address:
Morrison Incorporated
P.O. Box 160266
4721 Morrison Drive
Mobile, Alabama 36625-0001
Attention: Plan Administrator
for the Morrison Incorporated
Management Retirement Plan
13.05 Tax Withholding
All federal, state and local income tax and other withholding
obligations shall be satisfied by the Company's withholding from the payments
of Plan benefits the amount of tax or other obligation.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed as of
the day and year first above written.
MORRISON INCORPORATED
By: /s/ S.E. BEALL, III
Title: President
ATTEST:
By: /s/ Pfilip G. Hunt
Title: Secretary
[CORPORATE SEAL]
20742602.W51
FIRST AMENDMENT TO THE
MORRISON INCORPORATED
MANAGEMENT RETIREMENT 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 S E T H:
WHEREAS, the Primary Sponsor maintains the Morrison Incorporated
Management Retirement Plan under an indenture effective as of June 1, 1989
(the "Plan"); and
WHEREAS, the Primary Sponsor now desires to rename the Plan, to amend
the Plan to allow the Board of Directors to determine from time to time which,
if any, Participants should be permitted to receive retirement benefits
despite terminating employment with the Primary Sponsor and affiliates prior
to attainment of age 55 and for other reasons;
NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan,
effective January 1, 1994, as follows:
1. By renaming the Plan the "Morrison Restaurants Inc. Management
Retirement Plan."
2. By adding to Section 1.01 the phrase "and Section 6.01" immediately
following the phrase "Article IV" therein.
3. By deleting the first sentence of Section 1.11 and by substituting
therefor the following:
"1.11 Final Average Compensation means the average of a
Participant's Compensation for the five consecutive Years of Credited
Service immediately preceding the Participant's retirement, death or
other termination of employment, as the case may be."
4. By substituting in Section 1.21 the phrase "first receives benefit
payments under the Plan" in lieu of the word "retires" each time the same
appears therein.
5. By deleting Subsection (d) of Section 1.22 and by substituting therefor
the following:
"(d) in the event a Participant incurs a Break in Service of more
than three consecutive Plan Years, all Years of Credited Service prior
to the initial Break in Service shall be disregarded for all purposes
under the Plan, unless such action would be inconsistent with any
individual determination by the Board of Directors pursuant to Section
6.01 hereof."
6. By deleting the first sentence of Article V and by substituting therefor
the following:
"Upon the death of any married Participant (a) who is employed
by the Company or its Affiliates on or after age 55 or (b) who
terminated employment with the Company and its Affiliates prior to age
55, retained his Accrued Benefit by action of the Board of Directors in
accordance with Section 6.01 hereof and survived until at least age 55,
the spouse surviving of such Participant shall be entitled to receive a
survivor annuity providing monthly benefits for life equal to fifty
percent (50%) of the annuity which would have been payable to the
Participant and such surviving spouse under the Plan if the Participant
had retired on the day immediately prior to his death and received a
normal form of distribution pursuant to Section 7.02 hereof."
7. By deleting Section 6.01 in its entirety and by substituting therefor
the following:
"6.01 Termination of Employment
The Accrued Benefit of a Participant who terminates employment
with the Company and its Affiliates prior to attaining age 55 shall be
forfeited; provided, however, that the Board of Directors, in its sole
discretion, may determine on a case-by-case basis that the Accrued
Benefit (based upon Final Average Compensation and Years of Credited
Service as of the employment termination date) of any such Participant
shall not be forfeited in which case the affected Participant shall be
entitled to receive his Accrued Benefit with payment commencing upon his
attainment of age 65, unless the affected Participant elects to have
payments commence as early the first day of the month following his
attainment of age 55. An affected Participant who is also a participant
in the Frozen Retirement Plan may not, however, elect to be paid under
this Plan sooner than the date benefits commence under the Frozen
Retirement Plan. The payment of benefits under this Section 6.01 may be
in such forms and shall be subject to the same conditions and
limitations as the payment of retirement benefits under Article VII.
The authority vested in the Board of Directors pursuant to this Section
6.01 to determine, on a case-by-case basis, not to forfeit an otherwise
forfeitable benefit shall not be delegated to any other person or entity
notwithstanding previous delegations of authority by the Board of
Directors pertaining to the administration of the Plan."
8. By deleting Section 12.01 in its entirety and by substituting therefor
the following:
"12.01 The Company may terminate or amend the Plan at any time
by resolution or written direction duly adopted by the Board of
Directors."
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
and Secretary