EXHIBIT 10(e)
Restatement
of
XEROX CORPORATION
UNFUNDED RETIREMENT INCOME GUARANTEE 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 RETIREMENT INCOME GUARANTEE PLAN
effective on the Effective Date as follows:
Restatement October 13, 1997
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INDEX
No. Page
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ARTICLE 1 Definitions.............................................. 3
ARTICLE 2 Purpose of Plan.......................................... 4
ARTICLE 3 Eligibility.............................................. 4
ARTICLE 4 Benefits................................................. 4
ARTICLE 5 Change in Control........................................ 6
ARTICLE 6 Administration........................................... 7
ARTICLE 7 Amendment and Termination................................ 7
ARTICLE 8 Miscellaneous............................................ 8
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XEROX CORPORATION
UNFUNDED RETIREMENT INCOME GUARANTEE PLAN
ARTICLE 1
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Definitions
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When used herein, the words and phrases defined hereinafter shall have
the following meaning unless a different meaning is clearly required by the
context of the Plan. Terms used herein which are defined in Article 1 of the
Funded Plan shall have the meanings assigned to them in the Funded Plan.
Section 1.1. Administrator. The Administrator appointed by the Vice
President, Human Resources of the Company
Section 1.2. Average Monthly Compensation. Shall be determined under
Article 1 of the Funded Plan, without regard to the dollar limitation
contained therein.
Section 1.3. Board. The Board of Directors of the Company.
Section 1.4. Code. The Internal Revenue Code of 1986 as amended, or
as it may be amended from time to time.
Section 1.5. Company. Xerox Corporation.
Section 1.6. Effective Date. The original effective date of the Plan
was July 1, 1977. This Restatement is effective as of October 13, 1997.
Section 1.7. Employee. A Member in the Funded Plan.
Section 1.8. Funded Plan. The Xerox Corporation Retirement Income
Guarantee Plan.
Section 1.9. Plan. The "Xerox Corporation Unfunded Retirement Income
Guarantee Plan", as set forth herein or in any amendment hereto.
ARTICLE 2
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Purpose of Plan
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Section 2.1. Purpose. The Plan is designed to provide retirement
benefits payable out of the general assets of the Company as provided in
Section 4.1.
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ARTICLE 3
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Eligibility
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Section 3.1. Eligibility. All Employees and beneficiaries of
Employees eligible to receive benefits from the Funded Plan shall be eligible
to receive benefits under this Plan in accordance with Section 4.1 regardless
of when the Employees may have retired.
ARTICLE 4
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Benefits
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Section 4.1. Amount of Benefits. The amount of the benefit payable
under the Plan shall be equal to the monthly benefit which would be payable to
or on behalf of an Employee under the Funded Plan as a Life Annuity if Section
9.5 of the Funded Plan were inapplicable and if the amount of any
compensation deferred by the Employee was included in the calculation of
Average Monthly Compensation (except the increase in compensation which became
payable under the Company's policy of increasing compensation by the amount
which cannot be added to an Employee's accounts under the Profit Sharing Plan
by reason of the limitation contained in Section 415 of the Code), less the
following:
(a) The monthly benefit actually payable as a Life Annuity to or on
behalf of the Employee under the Funded Plan.
(b) The monthly benefit which could be purchased as a Life Annuity with
the balance, if any, in the Employee's deferred compensation account under the
Xerox Corporation Deferred Compensation Plan For Executives arising from the
Retirement Account portion of the Profit Sharing Adjustment under Section 4
thereof.
(c) Any amount paid to the Employee from which FICA taxes are withheld
related to nonqualified retirement benefits from a plan sponsored by the
Company which have not been previously withheld (or deemed to be withheld
because the maximum tax had already been paid) and are payable upon retirement
but cannot be withheld from any single sum payment of compensation or other
nonqualified plan benefits translated to an annuity (single life or joint and
survivor as appropriate) payable commencing on the date of retirement.
(d) The amount of that certain provisional supplement provided to
certain high-paid Employees in RIGP effective in 1989 when the RIGP benefit
was modified payable to Employees in a lump sum translated to an annuity
(single life or joint and survivor as appropriate) payable commencing on the
date of retirement.
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Section 4.2. Form of Benefit Payments. The forms of benefit
available under the Plan shall be for single Employees a 10-Year certain and
life annuity or a life annuity and for married Employees a 50% or 100% joint
and survivor annuity option, all as shall have been elected by Employee on
forms provided by the Administrator. The benefit payable to a single Employee
who has failed to make such an election shall be a life annuity and for any
such married Employee a 50% joint and survivor annuity. The 10 year certain
and life annuity is the actuarial equivalent of the life annuity and the 100%
joint and survivor annuity is the actuarial equivalent of the 50% joint and
survivor annuity. Except as otherwise provided in Section 5.1 in no event is
the benefit payable in a lump sum.
Notwithstanding the above, the lump sum actuarial equivalent of any benefit
otherwise payable as a monthly amount of one hundred dollars ($100.00) or
less, shall be distributed in accordance with Section 4.3. The interest rate
used in computing the lump sum actuarial equivalent amount shall be the
interest rate described in the section entitled "Optional Forms of Benefit
Payment" of the Funded Plan.
Section 4.3 Death Prior to Benefit Commencement. The spouse of a
Participant who dies before commencement of benefits under the Plan shall be
entitled to a survivor benefit calculated in accordance with Article 7 of the
Funded Plan in an amount equal to the amount determined under (a) or (b)
below.
(a) In the case of a Participant who is eligible to retire under the
Funded Plan on the date of his or her death, one-half of the retirement
benefit to which the Participant would have been entitled under the Plan if
he or she had retired on the last day of the month coincident with or next
following the date of the Participant's death; or
(b) In the case of a Participant who is not eligible to retire under the
Funded Plan on the date of his or her death, one-half of the retirement
benefit to which the Participant would have been entitled under the Plan if
he or she had terminated on his or her date of death and survived to the date
of payment of benefits as determined under Section 4.4 below.
Section 4.4. Time of Benefit Payments. Benefits due under the Plan
shall be paid coincident with the payment date of benefits under the Funded
Plan or at such other time or times as the Administrator in his discretion
determines.
Section 4.5. Employee'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 Employee 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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ARTICLE 5
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Change in Control
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Section 5.1 Change In Control. Notwithstanding anything to the
contrary in this Plan, in the event of a change in control of the Company, as
hereinafter defined, each Employee, including retired Employees, 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. Upon the occurrence of a
change in control of the Company, the benefit of each Employee shall be
payable in a lump sum within 30 days of such change in control equal in
amount to the then present value of a benefit expressed in the form provided
in Section 4.1 hereof, commencing on the later of (i) the date of such change
in control and (ii) the date the Employee would be eligible for a benefit
under the Funded Plan, and based upon such Employee's Average Monthly
Compensation and Years of Participation 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.
Section 5.2. Termination of Employment Following Change in Control.
Upon the termination of employment of a Employee following a change in
control of the Company, such Employee, if he or she has otherwise satisfied
the requirements of the Funded Plan for a benefit, shall be entitled to a
benefit equal to the benefit to which he or she would have been entitled
without application of Section 5.1, reduced (but not below zero) to reflect
the value of the benefit he or she received pursuant to Section 5.1.
Section 5.3. Calculation of Present Value. For purposes of Section
5.1 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 determining lump sums for benefits payable as immediate
annuities with respect
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to plans terminating on the date on which the change in control of the
Company occurs and the 1983 GAM mortality table, provided, however, that
effective upon the date that the applicable interest rate as specified in
Section 417(e)(3)(A) of the Code is adopted for use in the Funded Plan, the
present value hereunder shall thereafter be determined under such applicable
interest rate and the applicable mortality table as defined in Section
417(e)(3)(A)(ii)(l) of the Code. For purposes of the Funded Plan, each
Employee shall be treated as if they terminated employment upon the change in
control and had their benefits determined as if they were to begin receiving
benefits on the commencement date used in developing the present value of the
benefit in Section 5.1.
ARTICLE 6
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Administration
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Section 6.1. 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 Employee from the Plan and shall cause
them to be paid by the Company accordingly.
Section 6.2. 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.
ARTICLE 7
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Amendment and Termination
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Section 7.1. 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 4.1 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 4.1 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.
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Any amendment, alteration, modification or suspension under subsection (iii)
of the preceding paragraph 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 7.2. Contractual Obligation. Notwithstanding Section 7.1, the
Company hereby makes a contractual commitment to pay the benefits accrued
under the Plan to the extent it is financially capable of meeting such
obligations.
ARTICLE 8
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Miscellaneous
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Section 8.1. No Employment Rights. Nothing contained in the Plan
shall be construed as a contract of employment between the Company and an
Employee, or as a right of any Employee 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 8.2. Assignment. The benefits payable under this Plan may
not be assigned or alienated except as may otherwise be required by law or
pursuant to the terms of a domestic relations order that has been approved by
the Plan Administrator.
Section 8.3. Law Applicable. This Plan shall be governed by the laws
of the State of New York.