EXHIBIT 10(f)
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 October 13, 1997
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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, December 6, 1993 and December 9, 1996. This Restatement is effective as
of October 13, 1997.
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 Xerox Corporation (the "Company") are covered
by the Plan:
A. All employees who were corporate officers of 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 the 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
the 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 the 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:
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;
subject to the "Adjustments" set forth in subsections B through F below.
"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.
"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
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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.
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.
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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, hereinafter the
"Code").
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 For Executives, 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; and
(b) The benefit payable under the Company's Unfunded Retirement
Income Guarantee Plan ("Unfunded RIGP").
(c) Any amount paid to the participant 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 have been 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 or
joint and survivor as appropriate) payable commencing on the date
of retirement.
(d) The amount of that certain supplement provided to certain
high -paid participants in RIGP effective in 1989 when the RIGP
benefit was modified payable to the Participant in a lump sum
translated to an
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annuity (single life or joint and survivor as appropriate)
payable commencing on the date of retirement.
(e) The amount of any pension, retirement or other post-
retirement income benefits paid or payable to a Participant under
plans or arrangements provided by the Company or any subsidiary
of the Company, whether incorporated or organized in the United
States or in any other country of the world.
Section 7. Change In Control. A. Notwithstanding anything to the
contrary in this Plan, in the event of a change in control of the Company, as
hereinafter defined, each Participant, including retired Participants, 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 8 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 then present value of a benefit
expressed in the form provided in Section 10 hereof, commencing on the later
of (i) the date of such change in control, (ii) the date Guideline Employee
or Grandfathered Officer attains age 55, (iii) the date the Officers attain
age 60 or (iv) in the case of a Mid-Career Executive, the date such
Participant attains the age specified in Schedule A, B or C, and based upon
such Participant'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.
B. 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
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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 7A, reduced (but not below zero) to reflect the value of the
benefit he or she received pursuant to Section 7A.
C. For purposes of Section 7A 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 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 RIGP, the present value hereunder shall thereafter be
determined under the applicable interest rate and mortality table as defined
in Section 417(e)(3)(A)(ii)(l) of the Code. For purposes of RIGP, each
Participant shall be treated as if he or she terminated employment upon the
change in control and had his or her benefits determined as if he or she were
to begin receiving benefits on the commencement date used in developing the
present value of the benefit in Section 7.A.
Section 8. 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 9. 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 (but in no case less
than 10) 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 10. Form of Benefit
The forms of benefit available under the Plan shall be for single
Participants a 10-Year certain and life annuity or life annuity and for
married Participants a 50% or 100% joint and survivor annuity option, all as
shall have been elected by Participant on forms provided by the Administrator.
The benefit payable to
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single Participant who has failed to make such an election shall be a life
annuity and for a married Participant 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 7A in
no event is the benefit payable in a lump sum.
Section 11. 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.
Section 12. Other Plan Provisions
Other Plan provisions necessary to determine any benefit under the Plan
shall be the same as those described in RIGP.
Section 13. 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 14. 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 15. 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
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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 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 16. No Employment Rights
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 17. 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 18. Law Applicable
This Plan shall be governed by the laws of the State of New York.
Restatement adopted and approved as of October 13, 1997.