Exhibit 10.13
PLAN DOCUMENT
FOR
NATIONAL SEMICONDUCTOR CORPORATION
RETIRED OFFICERS & DIRECTORS HEALTH PLAN
EIN #95-2095071
ERISA PLAN #502
EFFECTIVE JULY 19, 1983
TABLE OF CONTENTS
Page
Section I. Purpose 1
Section II. Definitions and Construction 2
Section III. Eligibility, Participation and Election Procedures 5
Section IV. Contributions 6
Section V. Funding Policy 7
Section VI. Benefits 8
Section VII. Claim Procedures 9
Section VIII. Continuation of Coverage 10
Section IX. Administration 11
Section X. Amendments & Terminations 13
Section XI. Miscellaneous 14
SECTION I. PURPOSE
National Semiconductor Corporation has established over a period of time
several welfare benefit plans for the exclusive benefit of its employees
and their dependents. The purpose of this document is to set forth, or
incorporate by reference, in one document all of these welfare benefits
to which the subject eligible retired Officers and Directors of National
Semiconductor Corporation are legally entitled. The Company intends
that these plans be consolidated into this written instrument entitled
the National Semiconductor Corporation Welfare Benefit Plan. This Plan
is intended to conform to the requirements of the Employee Retirement
Income Security Act of 1974 (ERISA). It is also the intent of the
Company that any benefits provided under this Plan be eligible for
exclusion from the employee's gross income for federal, Social Security,
and where permissible, state and local income tax purposes, under
Sections 79, 105, and 106 of the Code.
SECTION II. DEFINITIONS AND CONSTRUCTION
2.1 Administrator. The Administrator is the person(s) appointed
pursuant to Section IX below to control and manage the operations
and administration of the Plan and carry out its provisions for
purposes of the Employee Retirement Income Security Act of 1974
(ERISA). Except as may be provided in any Plan listed in Section
2.14 below and incorporated herein by reference, the Administrator
also shall be the named fiduciary (within the meaning of ERISA)
under the plan.
2.2 Administrative Agent. An Administrative Agent is appointed by the
Administrator to assist in certain aspects of the administrative
duties and functions.
2.3 Code. Code means the Internal Revenue Code of 1986, as now in
effect or as it may be amended hereafter, and includes any
regulations or rulings issued thereunder.
2.4 Company. Company means National Semiconductor Corporation and any
designated companies within the Company's controlled group.
2.5 Contract. Contract means an agreement with any insurer listed in
Section 2.14 below and incorporated herein by reference.
2.6 Contribution. The amount payable by the Company or the amount
payable by the Participant for participation under the Plan.
2.7 Coverage. Coverage means the benefits provided according to the
provisions of the Contract(s) listed under Section 2.14 below and
incorporated herein by reference.
2.8 Dependent. Dependent means a Retired Officer or Director's
dependents who are eligible for coverage according to the terms of
the contract applicable to that retiree.
2.9 Effective Date. The Effective Date of this document is July 19,
1983.
2.10 Eligible Retired Officer or Director. An eligible retired Officer
or Director is a retiree who is eligible to participate under the
plan according to the contracts referenced under Section 2.14
below and incorporated herein by reference.
2.11 Fiduciary. The named Fiduciary is the plan Administrator as set
forth under Section 2.1.
2.12 Insurer. Insurer means the insurer designated under Section 2.14
below with which the Company has entered in a Contract.
2.13 Participant. A Participant is an eligible retired Officer or
Director who has become a participant as provided under Section
III.
2.14 Plan. The Plan means the National Semiconductor Corporation
Retired Officers and Directors Health Plan established to provide
welfare benefits for the retired Officers and Directors of the
Company and their Dependents according to the provisions of the
Contracts listed below as they may be amended from time to time.
Insurance Company Contract # Coverage Effective Date
A. Prudential Ins. G-95678 Medical 6/1/81
Co. of America 94230-8 Stop Loss 6/1/81
94230-D Dental 6/1/81
2.15 Plan Year. Plan Year means a twelve consecutive month period that
begins on June 1 and ends on every May 31 thereafter.
2.16 Similarly Situated Beneficiary. In the case of any former
Participant or former Dependent who has a qualifying event within
the meaning of Section 162(k) of the Code, an individual who has
the same coverage options under the Plan that the former
Participant or former Dependent would have had if the qualifying
event had not occurred is a Similarly Situated Beneficiary;
provided that for purposes of determining charges for continuation
coverage under Section VIII below, a former spouse of an eligible
retired Officer or Director whose coverage terminates by reason of
divorce or legal separation, or death of the retired Officer or
Director shall be treated as similarly situated to an unmarried
individual, a former dependent child whose coverage terminates
because he ceases to be a Dependent shall be treated as similarly
situated to an unmarried individual, and other determinations of
similar status shall be made by the Company in good faith and in a
manner not inconsistent with applicable law or regulations
requiring continued coverage for beneficiaries of the Plan.
2.17 Gender and Number. In construction of the Plan, reference to any
gender shall include the masculine, feminine and neuter genders,
the plural shall include the singular and the singular shall
include the plural whenever appropriate.
2.18 Construction. The terms of the Plan shall be constructed under
the laws of California, except to the extent such laws are
preempted by federal law.
SECTION III. ELIGIBILITY, PARTICIPATION AND ELECTION PROCEDURES
3.1 Eligibility. Members of the Board of Directors of the Company, the
President of the Company, and Officers at the Vice President or
higher level reporting directly to the President (whether appointed
by Board or otherwise appointed) who retire directly from the
Company after July 19, 1983 and do not become affiliated with any
business in competition with the Company will be eligible provided
they meet the age and service requirements of the Plan. From and
after April 24, 1992, Members of the Board of Directors or
Directors of the Company, the President of the Company, and
Officers at the Vice President or higher level appointed by the
Board, who retire directly from the Company after April 24, 1992
and do not become affiliated with any business in competition with
the Company and who meet the age and service requirements are
eligible to participate in the plan provided they meet the age and
service requirements of the Plan.
3.2 Age and Service Requirements. An eligible Officer or Director may
participate in the Plan provided that he retires when:
A. He has reached age 65;
B. He has reached age 55 and the sum of his age plus years of
service with the Company equals at least 65; or
C. Provided he has the written consent of the President of the
Company, he has reached age 50 and the sum of his age plus
years of service with the Company equals at least 65.
Dependent eligibility will be dictated by the provisions of the
Company indemnity medical/dental plan.
3.3 Termination of Coverage. Coverage for eligible retired Officers or
Directors will continue until the first of the following events:
A. 60 days following the last day of the month which required
plan contributions were not received; or
B. Death.
Coverage for eligible dependents will cease when the retired
Officer or Director's coverage ceases.
SECTION IV. CONTRIBUTIONS
4.1 Contributions. Contributions shall be made by the Company and the
Participants in accordance with Section IV and shall be paid to the
Insurer(s) or HMO(s) in accordance with the provisions of the
application Contract(s) listed in Section 2.14.
4.2 Contribution Schedule. The amount of contributions necessary shall
be billed by the Company in accordance with the Participant's
Election of Coverage on a semi-annual basis. These amounts are
subject to change from time to time at the Company's discretion and
any changes will be communicated to the Employees during each Open
Enrollment Period. The Contribution Schedule is available from the
Plan Administrator at any time during normal Company working hours.
SECTION V. FUNDING POLICY
5.1 The Company's policies in funding the Plan are provided in the
contracts referenced in Section 2.14 above and incorporated herein
by reference. A separate fund or trust may (but need not) be
established by the Company as necessary to hold any Company or
Participant contributions hereunder. The Company reserves the
right to change from time to time the funding policy for the Plan.
SECTION VI. BENEFITS
6.1 Benefits. From the Effective Date of the Plan until amended or
terminated in accordance with Section X below, benefits will be
provided for under the contracts listed in Section 2.14 and
incorporated herein by reference.
6.2 Nondiscriminatory Benefits. The Plan is intended not to
discriminate in favor of Highly Compensated Employees (as that term
is defined in the Code) as to eligibility to participate,
Contributions and/or benefits, and to comply in this respect with
the requirements of the Code. If in judgment of the Plan
Administrator, the operation of the Plan in any Plan Year results
in such discrimination, then such Plan Administrator shall either
amend the Plan affecting the Highly Compensated Employees or impute
income to such Highly Compensated Employees, all as shall be
necessary to assure that, in the judgment of the Plan
Administrator, the Plan does not discriminate.
SECTION VII. CLAIMS PROCEDURES
7.1 Filing a Claim. Claims are to be submitted to the Insurer in
accordance with the procedures outlined in the applicable contract
listed in Section 2.14 above and incorporated herein by reference.
A claimant may be required to submit whatever proof of loss the
Insurer may require. All claims will be responded to within ninety
(90) days of receipt unless special circumstances warrant a ninety
(90) day extension. The Claimant will be notified of an extension
during the first ninety (90) day period.
7.2 Denial of Claim. If any such claim is denied in whole or in part,
the claimant shall be provided promptly with written notice setting
forth in a manner calculated to be understood by the claimant:
A. A specific reason or reasons for denial;
B. Specific reference to pertinent Plan or contract provisions
upon 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 Procedures set
forth in Section 7.3 below.
7.3 Claim Review Procedures. Within sixty (60) days after denial of
any claim filed under this Plan, the claimant may request, in
writing from the Insurer, a review of the denial. Any claimant
seeking review hereunder is entitled to examine all pertinent
documents and to submit issues and comments in writing. Upon
receipt of request for review, the Insurer must respond within
sixty (60) days unless special circumstances require an extension
of time to one hundred twenty (120) days after receipt of request
for review. The decision on review shall be in writing and shall
include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, and specific
references to pertinent Plan and contract provisions on which the
decision is based.
SECTION VIII. CONTINUATION OF COVERAGE
8.1 Continuation of Coverage. If a qualifying event within the meaning
of Section 162(k) of the Code occurs with respect to any
Participant or Dependent and, in the case of legal separation or
divorce, death of retired Officer or Director, or a dependent
child's ceasing to be a Dependent, such former Participant or
dependent furnishes the Company with notice of the qualifying event
within the time prescribed by the Company for doing so, he shall be
entitled to continue Coverage of the type available to a Similarly
Situated Beneficiary under the Plan. An election to continue
Coverage shall be made on forms provided by the Company or an
Administrative Agent thereof, in the manner prescribed by the
Company or such Administrative Agent.
8.2 Waiver of Election and Revocation of Waiver. If a former
Participant or Dependent who is entitled to elect to continue
coverage under Section 8.1 above waives such election, but
subsequently, within the election period for such coverage, as
dictated by Section 162(k), revokes the waiver and elects to
continue coverage, such election to continue coverage shall be
effective on a retrospective basis from the date of the qualifying
event.
8.3 Similarly Situated Beneficiary. Notwithstanding any provision in
this Plan to the contrary, a former Participant or Dependent of a
Participant who elects to continue Coverage under this Section
VIII, shall be eligible to change such Coverage in the same manner
and at the same time as an individual who is a Similarly Situated
Beneficiary with respect to the Participant.
8.4 Cost of Continuation Coverage. A former Participant or Dependent
who elects to continue Coverage under this Section VIII shall be
charged for the Coverage 102% of the cost of such coverage to the
Plan.
SECTION IX. ADMINISTRATION
9.1 Administrator. The Company may appoint one or more Employees who
shall have the authority and responsibility to take any reasonable
actions necessary to control and manage operation of the Plan under
the rules applied on a uniform and nondiscriminatory basis to all
Participants. However, any action by the Company assigning any of
its responsibilities to specific employees as Administrative Agents
shall not constitute delegation of the Administrator's
responsibility but rather shall be treated as the manner in which
the Company has determined internally to discharge such
responsibility.
9.2 Administrative Duties. The authority and responsibility to control
and manage operations of the Plan includes but is not limited to
(1) determination of eligibility; (2) preparation and filing of all
reports required to be filed with any agency of the government; (3)
compliance with all disclosure requirements imposed by law; and (4)
maintenance of all books of accounts, records and all other data as
may be necessary for proper administration of the Plan.
9.3 Rules of Administration. The Company shall adopt such rules for
administration of the Plan as it considers desirable provided they
do not conflict with the Plan or applicable law and may construe
the Plan, correct defects, supply omissions to effectuate the Plan
and, subject to Section VII above, such action shall be conclusive.
Records of administration of the Plan shall be kept and Retired
Officers and Directors may examine records pertaining directly to
them.
9.4 Liability and Responsibility of Administrator. The Administrator
shall be fully protected in respect to any action taken or suffered
by them in good faith, in reliance upon the advice of his advisors.
To the extent permitted by law, the Company shall indemnify the
Administrator against any liability or loss sustained by reason of
any act or failure to act in such capacity as Administrator, if
such act or failure does not involve willful misconduct. Such
indemnification includes attorney's fees and other costs and
expenses reasonably incurred in defense of any action brought
against such Administrator by reason of any such act or failure to
act. No bond or other security shall be required of any
Administrator or Administrative Agent, unless the individual
handles funds or other property of the Plan.
9.5 Liability of the Company. Neither the Company nor any of its
employees shall be liable for any loss due to its error or omission
in administration of the Plan unless the loss is due to the failure
of the Company or such employee to exercise the care, skill,
prudence and diligence under the circumstances then prevailing that
a person acting in like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and
with like aims.
9.6 Indemnification of Administrator and Administrative Agents. The
Company shall indemnify each Officer, Director or employee of the
Company for all expenses (other than amounts paid in settlement to
which the Company does not consent) reasonably incurred by him in
connection with any action to which he may be party by reason of
this performance of administration functions and duties under the
Plan, except in relation to matters as to which he shall be
adjudged in such action to be personally guilty of willful
misconduct in the performance of his duties. The foregoing rights
to indemnification shall be in addition to such other rights as the
individual may enjoy as a matter of law or by reason of insurance
coverage of any kind. Rights granted hereunder shall be in
addition to and not in lieu of any rights to indemnification to
which the individual may be entitled pursuant to the Company's By-
laws.
9.7 Limited Discretionary Authority. Notwithstanding anything in the
Plan to the contrary, and to the extent permitted by applicable
law, the Plan Administrator shall have due discretionary authority
to determine whether the criteria set forth in this Plan, including
the criteria for eligibility and for benefits, have been
established.
SECTION X. AMENDMENTS AND TERMINATION
10.1 Although termination of the Plan is not anticipated by the Company
as of the Effective Date, the Company necessarily reserves the
right to amend or terminate the Plan at any time; provided,
however, that such amendment or termination shall not affect
either the Company's obligation to pay all accrued benefits under
the Plan or the right of any Participant to file claims for
payment or reimbursement of covered expenses, to the extent that
such amounts were payable prior to such amendment or termination
under the terms of the Plan.
SECTION XI. MISCELLANEOUS
11.1 No Personal Liability. Nothing contained herein shall impose on
any Officers or Directors of the Company any personal liability
for any benefits due a Participant or Dependent pursuant to the
Plan.
11.2 Additional Procedures. Any rules, regulations, or procedures that
may be necessary for the proper administration of functioning of
the Plan that are not covered herein shall be promulgated and
adopted by the Plan Administrator.
11.3 Severability. If any provision of this Plan shall be held invalid
or unenforceable, such invalidity or unenforceability shall not
affect any other provision and this Plan shall be construed and
enforced as if such provisions had not been included.
In Witness, whereof, the Company has caused this document to be executed
effective as of July 19, 1983.
By: //s// John M. Clark III Date: June 5, 1995
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Title: Senior Vice President