EXHIBIT 10(f)
As amended through December 9, 1996
1996 Restatement
of
XEROX CORPORATION
UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
XEROX CORPORATION, a New York corporation having its principal executive
office in the City of Stamford, County of Fairfield and State of Connecticut,
hereby adopts the XEROX CORPORATION UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
effective on the Effective Date as follows:
Restatement December 9, 1996
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UNFUNDED SUPPLEMENTAL RETIREMENT PLAN
Section 1. Plan Name
The plan name is the Xerox Corporation Unfunded Supplemental Retirement Plan
(the "Plan").
Section 2. Effective Date
The original effective date of the Plan is June 30, 1982. The Plan was
restated on three previous occasions, effective February 4, 1985, January 1,
1990 and December 6, 1993. This Restatement is effective as of December 9,
1996.
Section 3. Purpose of the Plan
The Plan is designed to address special circumstances involved in the
retirement of executives.
Section 4. Covered Employees
The following employees of the Company are covered by the Plan:
A. All employees who were corporate officers of Xerox Corporation (the
"Company") at grade level 25 and above on the original effective date of the
Plan (the "Grandfathered Officers").
B. All employees who were corporate officers at grades 23 or 24 on the
original effective date of the Plan or who first become corporate officers of
the Company at grade level 23 and above after the original effective date of
the Plan and do not fall within categories D through G below (the "Officers").
C. Certain employees who received a letter dated September 2, 1982 from
David T. Kearns regarding Executive Retirement Guidelines (the "Guideline
Employees").
D. All employees who are corporate officers of the Company on the date of
this 1996 Restatement who first commenced employment with the Company on or
after attainment of age 40 and whose names appear on Schedule A ("Schedule A")
presented at the meeting of the Executive Compensation and Benefits Committee
held December 9, 1996 and made part of the records of that
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meeting which Schedule is incorporated herein by reference and made a part of
the Plan ("Grandfathered Mid-Career Officers").
E. All employees who after the date of this 1996 Restatement first commence
employment with the Company on or after attainment of age 40 who are elected
corporate officers and whose names are added to Schedule A upon selection by
the Chief Executive Officer of the Company as maintained with records of the
Executive Compensation department of the Company which Schedule as so modified
from time to time is incorporated herein by reference and made a part hereof
("Mid-Career Officer Hires").
F. All employees who are in payroll Band A of the Company on the date of
this 1996 Restatement who first commenced employment with the Company on or
after attainment of age 40 and whose names are set forth on Schedule B
("Schedule B") which has been approved by the Vice President responsible for
Human Resources and placed with the records of the Executive Compensation
department of the Company which Schedule is incorporated herein by reference
and made a part of the Plan ("Grandfathered Mid-Career Band A Employees").
G. All employees who after the date of this 1996 Restatement first commence
employment with the Company on or after attainment of age 40 who are hired
into payroll Band A selected by the Vice President of the Company responsible
for Human Resources, or his or her designee, such selection to be evidenced by
the placement of the employee's name on Schedule C to be maintained from time
to time by such Vice President or his or her designee, which Schedule is
incorporated herein by reference and made a part of the Plan ("Mid-Career Band
A Hires")
H. Grandfathered Mid-Career Officers, Mid-Career Officer Hires,
Grandfathered Mid-Career Band A Employees and Mid-Career Band A Hires are
sometimes together referred to as "Mid-Career Executives".
I. The employees referred to in paragraphs A through G above are together
referred to herein as "Participants".
Section 5. Eligibility for Benefits
Participants must have attained the following age and completed the
following Years of Service to be eligible for benefits under the Plan:
A. Grandfathered Officers and Guideline Employees -- age 55, Years of
Service -- 5.
B. Officers -- age 60, Years of Service -- 10.
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C. Grandfathered Mid-Career Officers -- the age set forth opposite their
respective names on Schedule A, Years of Service -- 5.
D. Mid-Career Officer Hires -- the age determined by the Chief Executive
Officer of the Company as reflected in Schedule A, Years of Service -- 5.
E. Grandfathered Mid-Career Band A Employees -- the age set forth opposite
their respective names on the Schedule B, Years of Service -- 5.
F. Mid-Career Band A Hires -- the age determined by the Vice President
responsible for Human Resources or his or her delegate as set forth on
Schedule C referred to above, Years of Service -- 5.
Section 6. Supplemental Retirement Benefit
A. The benefit payable under the Plan shall be a monthly retirement benefit
equal to the greater of 1 or 2 below with the "Adjustments" set forth below:
1. One and two-thirds percent of Average Monthly Compensation of the
Participant multiplied by the number of full and fractional Years of
Participation up to thirty less
a) One and two-thirds percent of the Social Security Benefit
multiplied by the number of full and fractional Years of Participation up to
thirty; and
b) The monthly retirement benefit payable under the Company's
Retirement Income Guarantee Plan ("RIGP") (stated as a Life Annuity)* as it is
in effect as of and from time to time after January 1, 1990.
2. One percent of Average Monthly Compensation of the Participant
multiplied by the Participant's full and fractional Years of Participation
(but this amount when added to the Participant's Social Security Benefit shall
not exceed eighty-five percent of the Average Monthly Compensation of the
Participant) less the amounts specified in subsection b) of subsection 1 of
this Section 6A.
"Average Monthly Compensation" shall be determined under RIGP without regard
to the dollar limitation contained in the Plan as required by Section
401(a)(17) of the Internal Revenue Code of 1986, as amended, or any successor
thereto.
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* Defined terms in RIGP shall have the same meanings in the Plan, except as
otherwise noted herein.
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"Social Security Benefit" shall mean the monthly benefit which a retired
Participant or a terminated Participant receives or would be entitled to
receive at the age at which unreduced retirement benefits are then paid under
the US Social Security Act (or at his sixty-second birthday, in the case of a
retired Participant who has at least thirty Years of Service or who, on such
Participant's retirement, is the pilot of an airplane operated by the
Company), as a primary insurance amount under the U.S. Social Security Act, as
amended, whether he or she applies for such benefit or not, and even though he
or she may lose part or all of such benefit for any reason.
The amount of such Social Security Benefit to which the retired or
terminated Participant is or would be entitled shall be computed by the
Administrator for the purposes of the Plan as of the January 1 of the calendar
year of retirement or termination. In computing such amount, the
Administrator shall use estimated benefit tables developed by the Plan's
actuary, the five-year average compensation of the Participant and the
assumption that the Participant's compensation prior to the fifth year
preceding the year of termination grew in accordance with average national
wages.
B. Grandfathered Officers -- Adjustments shall be
1. The monthly benefit and the Social Security Benefit shall be
calculated at the rate of 3 1/3% of Average Monthly Compensation and of the
Social Security Benefit, respectively, for each full or fractional Year of
Participation up to a maximum of 15 Years of Participation.
2. There shall be no reduction in the benefit payable upon retirement on
or after attainment of age 55 on account of payment commencing prior to
attainment of age 65.
3. Amounts included in the Participant's Executive Expense Allowance
shall be included in determining Average Monthly Compensation.
C. Officers -- Adjustments shall be that there shall be no reduction in the
benefit payable upon retirement on or after attainment of age 60 on account of
payment commencing prior to attainment of age 65 and no part of the Executive
Expense Allowance shall be included in determining Average Monthly
Compensation.
D. Guideline Employees -- An adjustment shall be that there shall be no
reduction in the benefit payable upon retirement on or after attainment of age
55.
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E. Mid-Career Executives -- Adjustments shall be
1. The monthly benefit and the Social Security Benefit shall be calculated at
the rate of 2.5% of the Average Monthly Compensation and of the Social
Security Benefit, respectively, for each full or fractional Year of
Participation up to a maximum of 20 Years of Participation.
2. There shall be no reduction in the benefit payable upon retirement on or
after attainment of age 60 on account of payment commencing prior to
attainment of age 65 and no part of the Executive Expense Allowance, if any,
shall be included in determining Average Monthly Compensation.
F. All Participants -- Adjustments shall be
1. Average Monthly Compensation shall be calculated including any
compensation deferred by the Participant during the period used in calculating
Average Monthly Compensation (except that there shall not be included any
increase in Participant's compensation which became payable under the
Company's policy of increasing compensation by the amount which cannot be
added to the Participant's accounts under the Company's Profit Sharing and
Savings Plan ("Profit Sharing Plan") by reason of the limitation contained in
Section 415 of the Internal Revenue Code of 1986, as amended).
2. The following additional amounts shall be deducted from the hypothetical
monthly benefit:
(a) The value of the portion of the Participant's Account under the
Company's Deferred Compensation Plan, if any, resulting from the Retirement
Account portion of the Profit Sharing Adjustment (as defined in such Deferred
Compensation Plan) translated into an annuity (single life or joint and
survivor, as appropriate) payable commencing on the date of retirement.
(b) The benefit payable under the Company's Unfunded Retirement Income
Guarantee Plan ("Unfunded RIGP").
(c) The aggregate amount of cash payments received by the Participant,
if any, under the Company's policy of increasing compensation by the amount
which could not be added to the Participant's Retirement Account under the
Profit Sharing Plan as it was in effect prior to January 1, 1990 by reason of
the limitation contained in Section 415 of the Code, as such sum would have
increased or decreased during the period from the time as of which it
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would otherwise have been credited to such Participant's Retirement Account to
the relevant time if such sum had been invested in the Balanced Fund under the
Profit Sharing Plan, translated into an annuity (single life or joint and
survivor, as appropriate) payable commencing on the date of retirement.
G. Notwithstanding anything to the contrary in this Plan, in the event of a
change in control of the Company, as hereinafter defined, each Participant
shall be entitled to a benefit hereunder without regard to his or her age or
Years of Service at the time of such change in control (including, without
limitation, the benefit provided under Section 7 hereof, if applicable). Upon
the occurrence of a change in control of the Company, the benefit of each
Participant shall be payable in a lump sum within five days of such change in
control equal in amount to the present value of a benefit expressed in the
form provided in Section 9 hereof, commencing on the later of (i) the date of
such change in control, (ii) the date the Participant attains age 55 or (iii)
in the case of a Grandfathered Officer or Mid-Career Executive, the date such
Participant attains the age specified in Schedule A, B or C, and based upon
such Participant's compensation and Years of Service as of the date of such
change in control. A "change in control of the Company" shall be deemed to
have occurred if (A) any "person", as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
other than the Company, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any company owned, directly
or indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 20 percent or more of
the combined voting power of the Company's then outstanding securities; or (B)
during any period of two consecutive years, individuals who at the beginning
of such period constitute the Board, including for this purpose any new
director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in this Section)
whose election or nomination for election by the Company's shareholders was
approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof.
H. Upon the termination of employment of a Participant following a change
in control of the Company, such Participant, if he or she has otherwise
satisfied the requirements of Section 5 hereof, shall be entitled to a benefit
equal to the benefit to which he or she would have been entitled without
application of Section 6F, reduced (but not below zero) to reflect the value
of the benefit he or she received pursuant to Section 6G.
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I. For purposes of Section 6G hereof, the present value of a benefit shall
be calculated based upon the interest rate which would be used by the Pension
Benefit Guaranty Corporation for purposes of valuing immediate annuities with
respect to plans terminating on the date on which the change in control of the
Company occurs and the 1983 GAM mortality table. For purposes of Section G
hereof, notwithstanding a Participant's age and Years of Service at the time
of a change in control of the Company, each Participant shall be treated as
though he or she has reached retirement age for purposes of RIGP.
Section 7. Minimum Benefit
In no event shall the monthly retirement benefit payable to any Participant
other than Mid-Career Executives under the Plan be less than an amount which,
when added to the benefits payable under RIGP, 25% of the amount of the Social
Security Benefit and the amounts described in Section 6F2 above, is equal to
25% of such Participant's Average Monthly Compensation as adjusted in Section
6F1 for Participants and Section 6B3 for Grandfathered Officers.
Section 8. Pre-Retirement Spouse's Benefit
The spouse of a Participant who dies after completing the appropriate age
and number of Years of Service pursuant to Section 5 while still employed by
the Company shall be entitled to a survivor benefit, commencing on the death
of the Participant, in an amount equal to one-half of the retirement benefit
to which the Participant would have been entitled under the Plan if the
Participant had retired on the last day of the month coincident with or next
following the date of the Participant's death.
Section 9. Form of Benefit
The normal form of benefit payable under the Plan shall be the same as to
which the Participant is entitled under RIGP. Participant may convert such
form of benefit into a different available form in the same manner and to the
same extent as he/she can elect a different form of benefit under RIGP.
Except as otherwise provided in Section 6G in no event is the benefit payable
in a lump sum.
Section 10. Participant's Rights Unsecured
The benefits payable under this Plan shall be unfunded. Consequently, no
assets shall be segregated for purposes of the Plan and placed beyond the
reach of the Company's general creditors. The right of any Participant to
receive benefits under the provisions of the Plan shall be an unsecured claim
against the general assets of the Company.
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Section 11. Other Plan Provisions
Other Plan provisions necessary to determine any benefit under the Plan
shall be the same as those described in RIGP.
Section 12. Duties of Administrator
The Plan shall be administered by the Administrator in accordance with its
terms and purposes. The Administrator shall determine the amount and manner
of payment of the benefits due to or on behalf of each Participant from the
Plan and shall cause them to be paid by the Company accordingly. The
Administrator shall be appointed by the Vice President, Human Resources of the
Company.
Section 13. Finality of Decisions
The decisions made by and the actions taken by the Administrator in the
administration of the Plan shall be final and conclusive on all persons, and
the Administrator shall not be subject to individual liability with respect to
the Plan.
Section 14. Amendment and Termination
It is the intention of the Company to continue the Plan indefinitely. The
Company expressly reserves the right to amend the Plan at any time and in any
particular manner, provided that any such amendment shall be made in
accordance with ERISA. Such amendments, other than amendments relating to
termination of the Plan or relating to benefit levels under Section 6 of the
Plan, may be effected by (i) the Board of Directors, (ii) a duly constituted
committee of the Board of Directors, or (iii) the Vice President of the
Company responsible for Human Resources or a representative thereof. In the
event such office is vacant at the time the amendment is to be made, the Chief
Executive Officer of the Company shall approve such amendment or appoint a
representative. Amendments relating to termination of the Plan or relating to
benefit levels under Section 6 of the Plan shall be effected pursuant to a
resolution duly adopted by the Board of Directors of the Company, or a duly
constituted committee of the Board of Directors of the Company, in accordance
with the Business Corporation Law of the State of New York.
Any amendment, alteration, modification or suspension shall be set forth in a
written instrument executed by any Vice President of the Company and by the
Secretary or an Assistant Secretary of the Company.
Section 15. No Employment Rights
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Nothing contained in the Plan shall be construed as a contract of employment
between the Company and a Participant, or as a right of any Participant to be
continued in the employment of the Company, or as a limitation of the right of
the Company to discharge any of its employees, with or without cause.
Section 16. Assignment
The benefits payable under this Plan may not be assigned or alienated.
Section 17. Law Applicable
This Plan shall be governed by the laws of the State of New York.
Restatement adopted and approved as of December 9, 1996.
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