EXHIBIT 10(l)
As amended through December 9, 1996
XEROX CORPORATION
1989 DEFERRED COMPENSATION PLAN FOR EXECUTIVES
1993 AMENDMENT AND RESTATEMENT
Preamble. This Plan is a private unfunded nonqualified deferred
compensation arrangement for executives and all rights shall be governed by
and construed in accordance with the laws of New York, except where preempted
by federal law. It is intended to provide a vehicle for setting aside funds
for retirement.
Section 1. Effective Date. The original effective date of the Plan is
January 1, 1989. The effective date of this amendment and restatement is
October 1, 1993.
Section 2. Eligibility. Any employee of Xerox Corporation (the
"Company"), and any employee of a wholly owned subsidiary of the Company which
has adopted this Plan with the approval of the Company's Board of Directors or
the Executive Committee of the Company's Board of Directors ("Participating
Subsidiary"), who is at Corporate Grade 19 (or its equivalent) or above, and
such additional group or groups of employees of the Company or of a
Participating Subsidiary as designated from time to time by the Administrator,
are eligible to participate in the Plan. A participant who terminates an
election to defer receipt of compensation is not eligible to participate again
in the Plan until twelve months after the effective date of such termination.
Section 3. Deferred Compensation Account. There shall be established for
each participant a deferred compensation account.
Section 4. Amount of Deferral. A participant may elect to defer receipt
of all or a specified part, expressed either in terms of a fixed dollar amount
or a percentage, of the compensation for services (in excess of the applicable
social security tax base for old age, survivor and disability benefits) as an
employee of the Company or a Participating Subsidiary otherwise payable to the
participant in the form of cash. Any amount deferred is credited to the
participant's deferred compensation account on the date such amount is
otherwise payable.
Section 5. Time of Election of Deferral. An election to defer
compensation must be made by a participant prior to the year in which the
participant would otherwise have an unrestricted right to such compensation.
When an employee first becomes eligible to participate in the Plan, he may
elect to defer any compensation to which he or she has yet to have an
unrestricted right to payment. An election to totally terminate future
deferrals may be made at any time prior to the relevant payment date.
Section 6. Hypothetical Investment. Deferred compensation is assumed to
be invested, without charge, in the Balanced Fund, Income Fund, U. S. Stock
Fund, International Stock Fund, Small Company Stock Fund or Xerox Stock Fund
(the "Funds") established under the Profit Sharing Plan as elected by the
participant; provided, however, that the Administrator, as hereinafter
defined, shall have the right from time to time, without adversely affecting
participants' accruals in deferred compensation accounts, to substitute for
the Income Fund other hypothetical fixed return investments for the deferred
compensation.
Elections to make hypothetical investments in any one or more of the Funds
shall be subject to administrative rules adopted by the Administrator from
time to time.
No shares of Xerox stock will ever actually be issued to a participant
under the Plan.
Section 7. Value of Deferred Compensation Accounts and Installment
Payments. The value of each participant's deferred compensation account shall
reflect all amounts deferred, and gains and losses from the hypothetical
investments, and shall be determined on the last day of each month (the
"Valuation Dates"). Hypothetical investments in the Profit Sharing Plan shall
be valued as of the valuation date under such Plan coincident with or last
preceding the Valuation Date under this Plan. The value of hypothetical
investments not made under the Profit Sharing Plan shall be determined as of
each Valuation Date by the best information available to the Administrator.
Section 8. Manner of Electing Deferral. A participant may elect to defer
compensation by giving written notice to the Administrator on a form provided
by the Company, which notice shall include (1) the amount and/or percentage to
be deferred; (2) if more than one is offered under the Plan, the hypothetical
investment applicable to the amount deferred; (3) the number of installments
for the payment of the deferred compensation; and (4) the date of the first
installment payment. An employee may elect a single method of payment for all
circumstances, or separate elections covering the method of payment may be
made with respect to any of the following events: (A) Normal retirement at or
after age 65; (B) early retirement at age 60-64; (C) early retirement at age
55-59; (D) voluntary termination of employment; (E) involuntary termination of
employment; (F) termination of employment due to disability; (G) death; or (H)
while still employed by the Company. The Administrator may adopt rules of
general applicability regarding commencement and duration of payments under
the Plan which may be elected by participants.
Section 9. Payment of Deferred Compensation. No withdrawal may be made
from the participant's deferred compensation account, except as provided under
this Section and Sections 10 and 11.
The value of a participant's deferred compensation account is payable in
cash in annual installments on February 15 or August 15 following the first
occurrence of one of the events elected under Section 8 or following a fixed
period after one of such events based on the value of the participant's
deferred compensation account as of the second preceding Valuation Date.
Unless otherwise elected by a participant with the written approval of the
Administrator, payments of deferred compensation shall be made pursuant to the
following formula: the amount of the first payment shall be a fraction of the
value of the participant's deferred compensation account on the second
preceding Valuation Date, the numerator of which is one and the denominator of
which is the total number of installments elected, and the amount of each
subsequent payment shall be a fraction of the value on the second Valuation
Date preceding each subsequent payment date, the numerator of which is one and
the denominator of which is the total number of installments elected minus the
number of installments previously paid. There shall be added to each payment
determined in accordance with the foregoing, imputed interest for a period of
one month at the same annual rate credited to accounts invested in the Income
Fund under the Profit Sharing Plan for the month of December or June, as the
case may be. Any other payment method selected with the written approval of
the Administrator must in all events provide for payments in substantially
equal installments.
Section 10. Acceleration of Payment. (a) For Hardship. Upon written
approval from the Company's Chief Executive Officer (the Company's Board of
Directors, in the case of a request from the Chief Executive Officer), a
participant may be permitted to receive all or part of his accumulated
benefits if, in the discretion of the Chief Executive Officer (or the Board,
if applicable), it is determined that an emergency event beyond the
participant's control exists and which would cause such participant severe
financial hardship if the payment of his benefits were not approved. Any such
distribution for hardship shall be limited to the amount needed to meet such
emergency. A participant who makes a hardship withdrawal cannot reenter the
Plan for twelve months after the date of withdrawal.
(b) Upon a Change in Control. Within 5 days following the occurrence of
a change in control of the Company (as hereinafter defined), each participant
shall be entitled to receive a lump sum payment equal to the value of his
deferred compensation account.
For purposes hereof, 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.
Section 11. Other Penalized Withdrawals. Notwithstanding the provisions
of Sections 9 and 10, a participant may be permitted to receive all or part of
his accumulated benefits at any time provided that (A) the Administrator
approves such distribution in his or her sole discretion, and (B) the
participant forfeits a portion of his account balance equal to a percentage of
the amount distributed. The percentage reduction shall be the greater of (A)
six percent, or (B) a percentage equal to one-half of the prime interest rate,
as determined by the Administrator.
Section 12. Time Of Hypothetical Investment. The amount in the
participant's deferred compensation account as of each Valuation Date which
has not been previously deemed invested shall be deemed invested in a
hypothetical investment on such date, based on the value of the hypothetical
investment on such date.
Section 13. Participant's Rights Unsecured. The benefits payable under
this Plan shall be unfunded. Consequently, no assets shall be segregated for
purposes of this Plan and placed beyond the reach of the Company's general
creditors. The right of any participant to receive future installments under
the provisions of the Plan shall be an unsecured claim against the general
assets of the Company.
Section 14. Statement of Account. Statements will be sent to each
participant during February and August and more frequently if the
Administrator so determines as to the value of their deferred compensation
accounts as of the end of December and June, respectively.
Section 15. Assignability. No right to receive payments hereunder shall
be transferable or assignable by a participant, except by will or by the laws
of descent and distribution.
In the event of a participant's death without having an election under
Section 8 (B) in effect regarding payment of his account after death, the
value of the participant's deferred compensation account shall be determined
as of the Valuation Date coincident with or immediately following death and
such amount shall be paid in a single payment to the participant's estate (a)
the first January 15 or July 15 following such Valuation Date, or (b) if such
payment cannot be made at the time specified in (a), it shall be made within
30 days after the participant's death. There shall be added to such payment,
interest for the full calendar months elapsed following such Valuation Date to
the payment date at the same annual rate credited to accounts invested in the
Income Fund under the Profit Sharing Plan for the month of such Valuation
Date.
In the event of a participant's death after installment payments have
commenced to be paid, the balance of the deferred compensation account shall
be paid to the participant's estate.
Section 16. Business Days. In the event any date specified herein falls
on a Saturday, Sunday or legal holiday, such date shall be deemed to refer to
the next business day thereafter.
Section 17. Administration. The Plan shall be administered by the Vice
President of the Company having responsibility for human resources (the
"Administrator"). The Administrator shall have the authority to adopt rules
and regulations for carrying out the plan, and interpret, construe and
implement the provisions of the Plan.
Section 18. Amendment. The Plan may at any time or from time to time be
amended, modified or terminated by the Board of Directors or the Executive
Committee of the Board of Directors of the Company. Upon termination the
Administrator in his or her sole discretion may pay out account balances to
participants. No amendment, modification or termination shall, without the
consent of a participant, adversely affect such participant's accruals in
his/her deferred compensation account.