Exhibit 10.114
1994 TIFFANY AND COMPANY
SUPPLEMENTAL RETIREMENT INCOME PLAN
Amended and Restated as of February 1, 2007
WHEREAS, Tiffany and Company, a New York Corporation, does hereby intend by the
following instrument to establish an unfunded supplemental retirement plan for
the benefit of a select group of management or highly compensated employees; and
WHEREAS, Tiffany and Company recognizes that certain executives possess an
intimate knowledge of the business and affairs of Tiffany and Company and its
policies, methods, personnel and problems and that the contributions of these
executives are essential to the company's continued growth and success; and
WHEREAS, Tiffany and Company wants to provide selected executives with
supplemental retirement income in order to induce selected executives to remain
employed by Tiffany and Company until their retirement; and
WHEREAS, Tiffany and Company replaced its prior Supplemental Retirement Income
Plan which became effective the 20th day of October, 1989 with this Plan; and
WHEREAS, Tiffany revised this Plan this effective September 18, 2003, which
revisions are reflected in this document; and
WHEREAS, Tiffany revised this Plan effective February 1, 2007 to modify age and
service requirements for early retirement, which revisions are reflected in this
document.
NOW, THEREFORE, to carry the above intentions into effect, and intending to be
legally bound hereby, Tiffany and Company does enter into this Plan effective
the 1st day of February, 1994.
This Plan shall be known as the
1994 TIFFANY AND COMPANY
SUPPLEMENTAL RETIREMENT INCOME PLAN
ARTICLE I
DEFINITIONS
FOR THE PURPOSES OF THIS PLAN, THE FOLLOWING CAPITALIZED TERMS AND PHRASES SHALL
HAVE THE MEANINGS ASCRIBED TO THEM BELOW:
1.1 "Actuarial Equivalent" means the equivalent value of each form of payment,
computed in accordance with accepted actuarial principles and on the basis
of the same factors then required for use under the Pension Plan and the
Excess Plan for the computation of the Participant's Pension Benefit.
1.2 "Administrator" means the individual appointed to administer the Plan
pursuant to Article VII.
1.3 "Average Final Compensation" means, with respect to a Participant, his
average Compensation during those five years of his last ten years of
Creditable Service in which his Compensation was highest. If an Employee
has less than five years of Creditable Service or less than five Plan Years
in which he accrued Creditable Service, as the case may be, his or her
"Average Final Compensation" shall be computed as the average of his or her
Compensation over all such years.
1.4 "Beneficiary" means the person, persons, trust or other entity, designated
by written revocable designation filed with the Administrator by the
Participant to receive payments under this Plan in the event of the
Participant's death. In the event Participant fails to effectively make
such a designation, the Beneficiary shall be the personal representative of
the Participant's estate.
1.5 "Benefit" means, with respect to each Participant, the benefit to which
Participant is entitled under Sections 3.2 or 3.3 of this Plan.
1.6 "Claimant" means any Participant or Beneficiary who files a claim for
benefits, either directly or through an authorized representative, under
Section 7.7 of this Plan.
1.7 "Committee" means the Compensation Committee of the Board of Directors of
Tiffany & Co., a Delaware corporation, which shall have authority over this
Plan.
1.8 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
1.9 "Compensation" means the actual base salary paid to Participant for
services rendered to the Employer (exclusive of amounts attributable to the
exercise of employee stock options), including straight time for all hours
worked, commissions, bonuses, premiums and incentives (in the case of any
Employee shown in the attached Schedule "A", the reference to Employer for
purposes of this Section 1.9 only shall also refer to Affiliates of the
Employer prior to October 15, 1984; for the purposes of this Section 1.9
"Affiliate" shall mean any member of the controlled group of companies of
which the Employer was a member within the meaning of Section 414(b), (c)
and (m) of the Code at such prior time) including any pre-tax elective
deferrals to any Employer sponsored retirement savings plan or cafeteria
plan, qualified pursuant to Section 401(k) or Section 125 of the Code, and
any pre-tax elective deferrals to the Tiffany and Company Executive
Deferral Plan, but excluding all other Employer contributions to benefit
plans and all other forms of remuneration or reimbursement.
1.10 "Creditable Service" means "Creditable Service" under the Pension Plan.
1.11 "Disability" means an illness or injury which prevents a Participant from
performing the Participant's occupation. Disability shall be determined in
a uniform manner by the Administrator, provided, however, that no illness
or injury shall be deemed a disability for the purposes of this Plan unless
the Participant would be entitled to continue to be treated as a
"Participant" under the terms of the Pension Plan and to continue to accrue
"Creditable Service" under the terms of the Pension Plan during the
continuation of such illness or injury.
1.12 "Early Retirement" means the first day of the month following, or
coincident with, severance from full-time employment (other than by reason
of death) by a Participant (i) after attaining age fifty-five (55) and (ii)
with at least ten (10) consecutive Years of Service with Employer;
provided, however, that in the event a former Participant is Vested by
reason of a "Change in Control" (as that term is defined in Section 6.2
below), item (ii) of this Section 1.11 shall not be applicable.
1.13 "Effective Date" means February 1, 1994.
1.14 "Eligible Employee" means an employee of an Employer appointed an officer
of Tiffany & Co., a Delaware corporation, and having the title of "Chief
Executive Officer," "President", "Executive Vice President" or "Senior Vice
President" and such other highly compensated employees identified and
approved by the Committee from time to time.
1.15 "Employer" means Tiffany and Company and any successor organization, or any
other business entity which adopts this Plan with consent of the Board of
Directors of Tiffany & Co., a Delaware corporation.
1.16 "Employment" means the status of being employed by Employer including
periods of active employment and other periods for which the Eligible
Employee is listed as an employee of Employer in the payroll records of
Employer and periods during which the Eligible Employee is on a Leave of
Absence and "Employed" means of the status of Employment.
1.17 "Entry Date" means February 1, 1994 and each January 1 of each calendar
year thereafter.
1.18 "Excess Plan" means the 2004 Tiffany and Company Un-Funded Retirement
Income Plan to Recognize Compensation in Excess of Internal Revenue Code
Limits.
1.19 "Leave of Absence" means any absence from employment, with or without pay,
authorized by Employer which would not result, on the first anniversary of
the first day of such continuing period of absence, in a "Discontinuance of
Active Employment Date" under the Pension Plan.
1.20 "Participant" means any Eligible Employee who has met the conditions for
participation as set forth in Article II.
1.21 "Plan" means the 1994 Tiffany and Company Supplemental Retirement Income
Plan as described in this instrument, as amended from time to time.
1.22 "Plan Year" means a "Plan Year" under the Pension Plan.
1.23 "Pension Benefit" means, with respect to each Participant, the annual
retirement allowance to which Participant is entitled at Retirement payable
from the Pension Plan and the Excess Plan and actuarially determined on the
basis of an annuity for Participant's life utilizing actuarial assumptions
as pertain for all other purposes of said Pension Plan and the Excess Plan
whether or not such retirement allowance is actually paid, and regardless
of any optional form of benefit payment elected under the Pension Plan and
the Excess Plan by said Participant.
1.24 "Pension Plan" means the Tiffany and Company Pension Plan as such Pension
Plan may be amended from time to time.
1.25 "Permitted Retirement" means, with respect to each Participant, the earlier
of the date on which he takes Early Retirement or Retirement.
1.26 "Retirement" means any severance from full-time employment by a Participant
or former Participant (other than by reason of death) after attaining
Retirement Age.
1.27 "Retirement Age" means age sixty-five (65).
1.28 "Social Security Benefit" means the amount of the Participant's anticipated
unreduced primary insurance benefit under Title II of the Federal Social
Security Act computed on the basis of such Act in effect at Permitted
Retirement, and consisting of that annual amount to which the Participant
would upon proper application be entitled at Retirement Age irrespective of
earnings he may be receiving or might receive in excess of any limit on
earnings for full entitlement to such benefit. When used in connection with
the computation of a Benefit
payable under Section 3.3 of the Plan, "Social Security Benefit" shall mean
the said Social Security Benefit computed on the assumption that the
Participant will continue to receive Compensation until age 65 for purposes
of Social Security in the same amount as in effect on the date of his
Permitted Retirement. With respect to periods for which the Participant's
actual compensation for Social Security purposes is not available, the
Social Security Benefit shall be calculated on the assumption that the
Participant has compensation for Social Security purposes after 1951, or
age 22 if later, and prior to his or her last date of hire or rehire by
Employer which increased 6 percent (6%) each year to his or her
Compensation on such date of hire or rehire by Employer.
1.29 "Vested" means that portion of a Participant's Benefit to which the
Participant has a nonforfeitable right as defined in Section 3.6.
1.30 "Year of Service" means a year of Creditable Service.
ARTICLE II
PARTICIPATION IN THE PLAN
2.1 Commencement of Participation. Each Eligible Employee who is an Eligible
Employee on an Entry Date shall become a Participant in the Plan as of the
first day of such Plan Year.
2.2 Procedure For and Effect of Admission. Each individual who becomes eligible
for admission to participate in this Plan shall complete such forms and
provide such data as are reasonably required by the Employer as a condition
of such admission and will, on the request of Employer, submit to a
physical examination by a physician and make such applications for life
insurance in order that the Employer may, if Employer determines to do so,
obtain a policy of life insurance for the benefit of Employer on the life
of such individual in such amounts as Employer shall, in its sole
discretion, determine to be necessary or desirable. By becoming a
Participant, each individual shall for all purposes under this Plan be
deemed conclusively to have assented to the provisions of this Plan and all
amendments hereto and to the termination of the pre-existing Tiffany and
Company Supplemental Retirement Income Plan which pre-existing plan became
effective the 20th day of October, 1989.
2.3 Cessation of Participation. Subject to Section 2.4 below, Participant shall
cease to be a Participant the earlier of: (i) the date on which the Plan
terminates, or (ii) the date on which he terminates Employment with an
Employer. A former Participant will be deemed a Participant, for all
purposes of this Plan, as long as such former Participant retains a Vested
interest pursuant to the terms of Article III.
2.4 Disability. In the event a Participant incurs a Disability while Employed
(whether
or not such Disability arises out of such Employment), and for so long as
such Disability continues, such Participant shall continue to be a
Participant hereunder until the earlier of (i) Participant's death, (ii)
Participant's Permitted Retirement or (iii) the cessation of such
Disability, and Participant's Compensation in the last 12 months of his
active Employment shall be deemed to be his Compensation for the purposes
of this Plan during the period of such Disability.
ARTICLE III
PLAN BENEFITS
3.1 Overriding Limitation. Except as provided in this Section 3.1, under no
circumstances will a Participant or a former Participant be entitled to a
Benefit under this Plan unless and until Participant becomes entitled to
payment of a Pension Benefit. In the event the Pension Plan and/or the
Excess Plan shall have been terminated as of the time a Pension Benefit
would have become payable under the Pension Plan to Participant, the
Benefit under this Plan shall be calculated by application, by means of the
formula set forth in Section 3.2 below, of the Pension Benefit which would
have been payable to Participant under the Pension Plan and the Excess Plan
as in effect on February 1, 2007, and if Participant would not have been
entitled to a Pension Benefit under the Pension Plan as in effect on
February 1, 2007 as of the date a Benefit would otherwise become payable
hereunder, no Benefit shall be payable under this Plan.
3.2 Retirement Benefit. Commencing the first day of a month within sixty (60)
days of Retirement, Employer will pay a Participant an annual Benefit
calculated on the basis of such Participant's Years of Service and Average
Final Compensation using the following table and then by subtracting
Participant's Pension Benefit and Social Security Benefit:
Benefit as a
Percentage of
Participant's Average
Years of Service Final Compensation
25 or more 60%
20-24 50%
15-19 35%
10-14 20%
less than 10 nil%
3.3 Early Retirement Benefit. In lieu of the Benefit provided under Section 3.2
above, commencing the first day of a month within sixty (60) days of Early
Retirement, Employer will pay a Participant a Benefit. For a Participant
who has attained age 60, who has not attained age 65 and who has rendered
10 or more years of
Creditable Service, the annual amount of such Benefit shall be the annual
Benefit stated in Section 3.2 reduced by 1/12 of 5 percent for each month
that Participant's Early Retirement date precedes the date that such
Participant would reach Retirement Age. For a Participant who has attained
age 55, who has not attained age 60 and who has rendered 10 or more years
of Creditable Service, the annual amount of such benefit shall be the sum
of (i) 25 percent and 1/12th of 3 percent for each month by which his
attained age at the date of his retirement is less than age 60.
3.4 Optional Benefits in Lieu of Regular Benefits. A Participant under this
Plan shall be deemed to have elected that the Benefit payable under this
Plan be payable in the same form of benefit that the Participant has
elected or is deemed to have elected under the Pension Plan, to wit, either
as a annuity for the life of the Participant or the Actuarial Equivalent
thereof paying a proportionately reduced Benefit during his life, with the
provision that after his death an allowance of 50%, 66-2/3%,75% or 100% of
the rate of his reduced allowance, at his designation, shall continue
during the life of, and shall be paid to, the beneficiary designated by him
at the time of electing the option. Any election, notice or designation
made or given by the Participant under the Pension Plan shall be deemed an
election, notice or designation made or given by the Participant under this
Plan and any change or revocation of an election, notice or designation
made under the Pension Plan (whether automatic or voluntary) shall be
deemed to be a change or revocation under this Plan. All time limitations
for making elections or designations or giving notice under the Pension
Plan with respect to any form of benefit shall be applicable under this
Plan. Any designation of a beneficiary made under this Plan shall be
subject to the same limitations and spousal consent and spousal waiver
requirements as would apply to a comparable designation under the Pension
Plan, provided, however that the Committee may, in its discretion, require
that any spousal consent or waiver address this Plan specifically.
3.5 Termination of Employment. No Benefit shall be or become payable to a
Participant if the Participant ceases to be a Participant prior to
obtaining a Vested interest with respect to his Benefit.
3.6 Vesting and Forfeiture of Vested Benefits. Subject to Section 3.1 above, a
Participant shall have a Vested interest with respect to his Benefit upon
Permitted Retirement or upon a Change in Control pursuant to Article VI,
provided that if a Participant's benefit under the Excess Plan is forfeited
as provided for in Section 3.12 of the Excess Plan then any Benefit that
would otherwise be payable to a Participant or to the beneficiary of any
Participant under this Plan shall be likewise forfeited; any decision
regarding such forfeiture made under or pursuant to the provisions of the
Excess Plan shall be binding for all purposes of this Plan.
3.7 Adjustment, Amendment, or Termination of Benefit. Notwithstanding any other
provision to the contrary, the Employer may not adjust, amend, or terminate
its obligations to a Participant under this Article III subsequent to that
date on which
Participant obtains a Vested interest pursuant to Section 3.6 above except
as expressly provided in Section 3.6 above.
3.8 Tax Withholding. To the extent required by the law in effect at the time
benefits are distributed pursuant to this Article III, the Employer or its
agents shall withhold any taxes required by the federal or any state or
local government from payments made hereunder.
ARTICLE IV
UNFUNDED PLAN
4.1 Unfunded Benefits. Benefits are payable as they become due irrespective of
any actual investments the Employer may make to meet its obligations.
Neither the Employer, nor any trustee (in the event the Employer elects to
use a grantor trust to accumulate funds) shall be obligated to purchase or
maintain any asset including any life insurance policy. To the extent a
Participant or any person acquires a right to receive payments from the
Employer under this Plan, such right shall be no greater than the right of
any unsecured creditor of the Employer.
ARTICLE V
AMENDMENT AND TERMINATION
5.1 Plan Amendment. Subject to Sections 3.6 and 3.7, this Plan may be amended
in whole or in part by the Employer at any time.
5.2 Plan Termination. Subject to Sections 3.6 and 3.7, the Employer reserves
the right to terminate this Plan at any time but only in the event that the
Employer, in its sole discretion, shall determine that the economics of the
Plan have been adversely and materially affected by a change in the tax
laws, other government action or other event beyond the control of the
Participant and the Employer or that the termination of the Plan is
otherwise in the best interest of Employer.
ARTICLE VI
CHANGE IN CONTROL
6.1 Benefits in the Event of a Change in Control. In the event a Change in
Control, as defined in Section 6.2, occurs, each Participant shall become
Vested in his Benefit. For purposes of computing the Benefit under Section
3.2, Years of Service shall be actual Years of Service, except that, in the
case of a Participant having less than ten (10) Years of Service at the
time of such Change of Control, such Benefit will be calculated using the
greater of ten (10) Years of Service or actual Years of Service. A Change
of Control shall not accelerate the date on which any person is entitled to
receive a Benefit under this Plan, alter
the overriding limitation set forth in Section 3.1 above or relieve
Participant from the forfeiture provisions of Section 3.6 above.
6.2 Definition of Change in Control. A "Change in Control" shall be deemed to
have occurred if: (A) any person or group of persons acting in concert
acquires thirty-five percent (35%) in voting power or amount of the equity
securities of Tiffany & Co., a Delaware corporation ("Tiffany-Delaware"),
(including the acquisition of any right, option, warrant or other right to
obtain such voting power or amount, whether or not presently exercisable);
(B) individuals who constitute the Board of Directors of Tiffany-Delaware
on February 1, 1994 (the "Incumbent Board") cease for any reason to
constitute at least a majority of such Board of Directors, provided that
any individual becoming a director subsequent to the date February 1, 1994
whose election, or nomination for election by the Company's stockholders,
was approved by a vote of at least three-quarters of the directors
comprising the Incumbent Board (either by a specific vote or by approval of
the proxy statement of Tiffany-Delaware in which such individual is named
as a nominee for director) shall be, for the purposes of this subsection
(B), considered as though such individual were a member of the Incumbent
Board; or (C) any other circumstance with respect to a change in control of
Tiffany-Delaware occurs which the Compensation Committee of the Board of
Directors of Tiffany-Delaware deems to be a Change in Control of
Tiffany-Delaware. As used herein, the word "person" shall mean an
individual or an entity.
ARTICLE VII
ADMINISTRATION
7.1 Appointment of Administrator. The Employer is the named fiduciary of the
plan for which this document is the written instrument. The Employer shall
appoint, on behalf of all Participants, an Administrator. The Administrator
may be removed by the Employer at any time and he may resign at any time by
submitting his resignation in writing to the Employer. A new Administrator
shall be appointed as soon as possible in the event that the Administrator
is removed or resigns from his position. Any person so appointed shall
signify his acceptance by filing a written acceptance with the Employer.
7.2 Administrator's Responsibilities. The Administrator is responsible for the
day to day administration of the Plan. He may appoint other persons or
entities to perform any of his functions. Such appointment shall be made
and accepted by the appointee in writing and shall be effective upon the
written approval of the Employer. The Administrator and any such appointee
may employ advisors and other persons necessary or convenient to help him
carry out his duties including his fiduciary duties. The Administrator
shall have the right to remove any such appointee from his position.
7.3 Records and Accounts. The Administrator shall maintain or shall cause to be
maintained accurate and detailed records of Participants and of their
rights under the Plan. Such accounts, books and records relating thereto
shall be open at all reasonable times to inspection and audit by the
Employer and by persons designated thereby.
7.4 Administrator's Specific Powers and Duties. In addition to any powers,
rights and duties set forth elsewhere in the Plan, the Administrator shall
have the following powers and duties:
A. To adopt such rules and regulations consistent with the provisions of
the Plan;
B. To enforce the Plan in accordance with its terms and any rules and
regulations he establishes;
C. To maintain records concerning the Plan sufficient to prepare reports,
returns and other information required by the Plan or by law;
D. To construe and interpret the Plan and to resolve all questions
arising under the Plan;
E. To direct the Employer to pay benefits under the Plan, and to give
such other directions and instructions as may be necessary for the
proper administration of the Plan;
F. To be responsible for the preparation, filing and disclosure on behalf
of the Plan of such documents and reports as are required by any
applicable federal or state law.
7.5 Employer's Responsibility to Administrator. The Employer shall furnish the
Administrator such data and information as he may require. The records of
the Employer shall be determinative of each Participant's period of
employment, termination of employment and the reason therefore, leave of
absence, reemployment, years of service, personal data, and compensation
levels. Participants and their Beneficiaries shall furnish to the
Administrator such evidence, data, or information, and execute such
documents as the Administrator requests.
7.6 Liability. Neither the Administrator nor the Employer shall be liable to
any person for any action taken or omitted in connection with the
administration of this Plan unless attributable to his own fraud or willful
misconduct; nor shall the Employer be liable to any person for such action
unless attributable to fraud or willful misconduct on the part of the
director, officer or employee of the Employer.
7.7 Procedure to Claim Benefits.
Initial Claim. Each Claimant must claim any benefit to which he is entitled
under this Plan by a written notification to the Administrator. If a claim
is wholly or partially denied, it must be so denied within a reasonable
period of time, but not later than 90 days after this Plan's receipt of the
claim. This initial 90-day period shall begin at the time the claim is
filed, without regard to whether all the information necessary to make a
benefit determination accompanies the filing. If the Administrator
determines that special circumstances require an extension of time for
processing the claim, he shall furnish written notice of the extension of
the Claimant prior to the termination of the initial 90-day period. The
extension notice shall indicate the special circumstances requiring an
extension of time and the date by which this Plan expects to render the
benefit determination. In no event shall the extension exceed a period of
90 days from the end of the initial 90-day period.
The whole or partial denial of a claim must be contained in a written
notice stating the following:
A. The specific reason for the denial,
B. Specific reference to the Plan Provision on which the denial is based,
C. Description of additional information necessary for the Claimant to
present his claim, if any, and an explanation of why such material is
necessary, and
D. A description of this Plan's review procedures and the time limits
applicable to such procedures, including a statement of the Claimant's
right to bring a civil action under Section 502(a) of the Employee
Retirement Income Security Act of 1974.
Request for Review. The Claimant will have sixty (60) days to request a
review of the denial by the Administrator, who will provide a full and fair
review. The request for review must be written and submitted to the same
person who handles initial claims. The Claimant may review pertinent
documents, and may submit issues and comments in writing. Claimant shall be
provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to his benefits.
The decision by the Administrator with respect to the review must be given
within sixty (60) days after receipt of the request, unless special
circumstances require an extension (such as for a hearing). This initial
60-day period shall begin at the time an appeal is filed, without regard to
whether all the information necessary to make a benefit determination on
review accompanies the filing. If the Administrator determines that special
circumstances require an extension of time for processing the review, he
shall furnish written notice of the extension to the Claimant prior to the
termination of the initial 60-day period. The extension notice shall
indicate the special
circumstances requiring an extension of time and the date by which this
Plan expects to render the determination on review. In no event shall the
extension exceed a period of 60 days from the end of the initial 60-day
period. The Administrator's review shall take into account all comments,
documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.
The whole or partial denial of a claim on review must be contained in a
written notice stating the following:
A. The specific reasons for the adverse determination,
B. Reference to the specific Plan Provisions on which the adverse
determination is based,
C. A statement that the Claimant is entitled to receive, upon request and
free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the Claimant's claim for
benefits, and
D. A statement of the Claimant's right to bring an action under section
502(a) of the Employee Retirement Income Security Act of 1974.
All notices and decisions written under this Section 7.7 shall be written
in a manner calculated to be understood by the Claimant. The Administrator
shall take all necessary steps to ensure and verify that benefit claim
determinations made under this Section 7.7 are made in accordance with this
Plan and that the Plan Provisions are applied consistently with respect to
similarly situated Claimants. Nothing in this Section 7.7 shall be
construed to preclude an authorized representative of a Claimant from
acting on behalf of such Claimant in pursuing a benefit claim or appeal of
a whole or partial denial, provided that the Claimant provides written
authorization to the Administrator identifying such representative, signed
by the Claimant under the seal of notary, prior to the authorized
representative acting on his behalf.
ARTICLE VIII
MISCELLANEOUS
8.1 Supplemental Benefits. The benefits provided for the Participants under
this Plan are in addition to benefits provided by any other plan or program
of the Employer and, except as otherwise expressly provided for herein, the
benefits of this Plan shall supplement and shall not supersede any plan or
agreement between the
Employer and any Participant.
8.2 Governing Law. The Plan shall be governed and construed under the laws of
the State of New York as in effect at the time of its adoption.
8.3 Jurisdiction. The courts of the State of New York shall have exclusive
jurisdiction in any or all actions arising under this Plan.
8.4 Binding Terms. The terms of this Plan shall be binding upon and inure to
the benefit of the parties hereto, their respective heirs, executors,
administrators and successors.
8.5 Spendthrift Provision. The interest of any Participant or any beneficiary
receiving payments hereunder shall not be subject to anticipation, nor to
voluntary or involuntary alienation until distribution is actually made.
8.6 No Assignment Permitted. No Participant, Beneficiary or heir shall have any
right to commute, sell, transfer, assign or otherwise convey the right to
receive any payment under the terms of this Plan. Any such attempted
assignment shall be considered null and void.
8.7 Severability. In the event any provision of this Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not affect
the remaining provisions of the Plan, and the Plan shall be construed and
enforced as if such illegal or invalid provision had never been contained
therein.
8.8 Construction. All headings preceding the text of the several Articles
hereof are inserted solely for reference and shall not constitute a part of
this Plan, nor affect its meaning, construction or effect. Where the
context admits, words in the masculine gender shall include the feminine
and neuter genders, and the singular shall mean the plural.
8.9 No Employment Agreement. Nothing in this Plan shall confer on any
Participant the right to continued employment with any Employer and, except
as expressly set forth in a written agreement entered into with the express
authorization of the Board of Directors of Employer, both the Participant
and the Employer shall be free to terminate Participant's employment for
any cause or without cause.
TIFFANY AND COMPANY
ATTEST:
________________________________ By:____________________________________
Patrick B. Dorsey, Secretary Michael J. Kowalski, Chairman
ATTEST:
________________________________ By:___________________________________
Patrick B. Dorsey, Secretary James N. Fernandez, Executive Vice
President