Exhhibit 10.3
Agrilink Foods
Master Salaried Retirement Plan
Effective January 1, 2001
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Section 1
PLAN NAME AND DEFINITIONS................................................2
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1.1 Name of Plan....................................................2
1.2 "Accrued Benefit"...............................................2
1.3 "Accumulated Employee Contributions"............................2
1.4 "Acquisition Date"..............................................2
1.5 "Actual Retirement Date"........................................2
1.6 "Actuarial Equivalent"..........................................2
1.7 "Actuary".......................................................3
1.8 "Affiliate".....................................................3
1.9 "Base Compensation".............................................3
1.10 "Benefit Service"...............................................6
1.11 "Board of Directors"............................................6
1.12 "Code"..........................................................6
1.13 "Company".......................................................6
1.14 "Compensation"..................................................6
1.15 "Covered Compensation...........................................7
1.16 "Covered Unit"..................................................8
1.17 "Current Social Security Taxable Wage Base".....................8
1.18 "Disability"....................................................8
1.19 "Employee"......................................................8
1.20 "Employer"......................................................9
1.21 "ERISA".........................................................9
1.22 "Final Average Base Compensation"...............................9
1.23 "Final Average Compensation"....................................9
1.24 "Grandfathered Participant"....................................10
1.25 "Leave of Absence".............................................10
1.26 "Normal Form"..................................................10
1.27 "Normal Retirement Age"........................................10
1.28 "Normal Retirement Date".......................................10
1.29 "Participant"..................................................11
1.30 "Pension Committee"............................................11
1.31 "Plan Year"....................................................11
1.32 "Prior Plan"...................................................11
1.33 "Prior Plan Benefit"...........................................11
1.34 "Prior Plan Participant".......................................12
1.35 "Retirement Income"............................................12
1.36 "Spouse".......................................................12
1.37 "Trust Agreement"..............................................12
1.38 "Trust Fund"...................................................12
1.39 "Trustee"......................................................12
1.40 "Vesting Service"..............................................12
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TABLE OF CONTENTS (continued)
Page
Section 2
SERVICE.................................................................13
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2. Service Definitions............................................13
2.2 Vesting Service................................................14
2.3 Benefit Service................................................14
2.4 Service Prior to Acquisition Date..............................15
2.5 Break in Service...............................................15
2.6 No Duplication.................................................15
2.7 Service Computations...........................................15
2.8 Qualified Military Service.....................................16
2.9 Leased Employees...............................................16
Section 3
PARTICIPATION.......................................................... 17
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3.1 Eligibility....................................................17
3.2 Reemployed Participant.........................................18
3.3 Prior Plan Participant.........................................18
Section 4
RETIREMENT DATES AND CONDITIONS.........................................19
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4.1 Normal Retirement..............................................19
4.2 Early Retirement...............................................19
4.3 Late Retirement................................................19
4.4 Disability Retirement..........................................19
Section 5
RETIREMENT BENEFITS.....................................................20
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5.1 Normal Retirement Benefit......................................20
5.2 Early Retirement Benefit.......................................22
5.3 Late Retirement Benefit........................................22
5.4 Disability Retirement Benefit..................................22
5.5 Methods of Payment of Retirement Benefits......................23
5.6 Maximum Benefit Limits.........................................31
5.7 Reduction in Retirement Income Benefits........................36
5.8 1981 Supplemental Retirement Benefits..........................37
5.9 Transfer.......................................................38
5.10 Rights Forfeited...............................................39
5.11 Eligible Rollover Distributions................................39
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TABLE OF CONTENTS (continued)
Page
Section 6
TERMINATION OF EMPLOYMENT...............................................42
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6.1 Termination of Employment Before Retirement....................42
Section 7
DEATH BENEFITS..........................................................45
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7.1 Death Before Eligibility for Early Retirement..................45
7.2 Death After Eligibility for Early Retirement...................46
Section 8
FUNDING OF THE PLAN.....................................................47
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8.1 Annual Contributions...........................................47
8.2 Additional Contributions.......................................47
8.3 Administrative Expenses........................................47
Section 9
ADMINISTRATION OF THE PLAN..............................................48
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9.1 Pension Committee..............................................48
9.2 Officers and Agents............................................48
9.3 Records........................................................48
9.4 Administration.................................................48
9.5 Disqualification of Member.....................................50
9.6 Liability of Members; Indemnification..........................50
9.7 Notices........................................................51
9.8 Claims and Appeal Procedure....................................51
Section 10
ADMENDMENT, MERGER, AND TERMINATION.....................................52
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10.1 Amendment......................................................52
10.2 Merger of Plans................................................52
10.3 Termination of the Plan........................................52
10.4 Return of Contributions of the Company.........................53
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TABLE OF CONTENTS (continued)
Page
Section 11
MISCELLANEOUS 54
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11.1 Rights Determined by the Terms of this Plan....................54
11.2 Restrictions on Alienation.....................................54
11.3 Headings and Gender for Convenience Only.......................54
11.4 Applicable Laws................................................54
11.5 Company to Have No Interest in the Plan Assets.................55
11.6 Restrict Distributions Made On or After January 1, 1992........55
Section 12
TOP-HEAVY PLAN REQUIREMENTS.............................................57
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12.1 Additional Requirements........................................57
12.2 Additional Vesting Requirements................................57
12.3 Minimum Benefits...............................................58
12.4 Compensation Taken Into Account................................58
12.5 Additional Limitations on Contributions and Benefits...........58
12.6 Definitions....................................................59
SCHEDULES
Schedule A - Career Average Benefit at 12/31/1987.........62
Schedule B - National Oats, Inc...........................66
Schedule C - Nalley's Fine Foods..........................75
Schedule D - Colonial Provision Company, Inc..............76
Schedule E - Lowrey's Meats Snacks........................79
Schedule F - Comstock Foods Division......................82
Schedule G - Finger Lakes Packaging, Inc..................83
Schedule H - Agrilink Foods Vegetable Company.............84
AGRILINK FOODS
MASTER SALARIED RETIREMENT PLAN
(As amended and Restated Effective January 1, 2001)
Introduction
This Retirement Plan was originally adopted effective April 1, 1971. Effective
January 1, 1988, Colonial Provision Company, Inc. Salaried Employees' Retirement
Plan, the Retirement Plan for Salaried Employees of National Oats, Inc., and
Nalley's Retirement Plan I of Curtice-Burns, Inc. were merged into the
Curtice-Burns, Inc. Salaried and Clerical Employees' Pension Plan, and the name
of the merged plan was changed to the Curtice Burns Foods Master Salaried
Retirement Plan. Curtice-Burns Foods, Inc. amended and restated the Plan
effective January 1, 1995. Curtice-Burns Foods, Inc. reorganized and changed in
name to Agrilink Foods, Inc. effective September 22, 1997.
The Plan, as amended and restated herein, is effective January 1, 2001 unless
otherwise stated herein for the purpose of freezing accruals and participation
except as noted herein.
This amendment and restatement reflects compliance with the Uruguay Round
Agreements Act of 1994 (GATT), the Uniformed Services Employment and
Reemployment Rights Act of 1994 (USERRA), the Small Business Job Protection Act
of 1996 (SBJPA), and the Taxpayer Relief Act of 1997.
SECTION 1
PLAN NAME AND DEFINITIONS
1.1 Name of Plan: The Plan shall be known as the Agrilink Foods Master
Salaried Retirement Plan, and is hereafter referred to as "the Plan".
1.2 "Accrued Benefit" means the annual amount of Retirement Income
determined with respect to a Participant as of any date in accordance
with the benefit formula in Section Five (Retirement Benefits) using the
Participant's Vesting Service, Benefit Service, and Compensation as of
the date of determination.
1.3 "Accumulated Employee Contributions" means the sum of the Participant's
contributions plus interest thereon to the date of death, termination of
employment or retirement, as the case may be, computed at the rate of 3
percent compounded annually prior to April 1, 1971, at the rate of 5
percent compounded annually from April 1, 1971 through December 31,
1987, and at the rate of 120 percent of the Federal mid-term rate (as in
effect under section 1274 of the Code for the first month of a Plan
Year) compounded annually thereafter. For the purposes of computing such
interest, all contributions in any Plan Year shall be deemed to have
been made on the last day of such Plan Year.
1.4 "Acquisition Date" means the date as of which the Plan became effective
for a group of Employees.
1.5 "Actual Retirement Date" means the first day of the month coincident
with or next following the date on which a Participant actually retires
from employment under Section 4.1, 4.2, 4.3, or 4.4 (Retirement Dates
and Conditions).
1.6 "Actuarial Equivalent" means, unless the computation of such amount is
otherwise specifically provided herein, an amount of equivalent current
value to the benefit which otherwise would have been provided to the
Participant, based on an interest assumption
of 7-1/2%, compounded annually, and mortality based on the 1971 TPF&C
Forecast Mortality Table, set back one year for participants and five
years for beneficiaries.
For purposes of determining the single sum values on and after July 1,
1996, such interest and mortality assumptions shall be the 1983 Group
Annuity Mortality Table assuming an employee population of 50% male and
50% female and an interest rate equal to the annual interest rate on
30-year Treasury Securities as specified by the Commissioner of Internal
Revenue for the second month prior to the first day of the Plan Year in
which the determination is made.
1.7 "Actuary" means an independent actuary who is an enrolled actuary (as
defined in section 7701(a) (35) of the Code) or an actuarial consulting
firm or corporation having such an individual on its staff, which
individual, firm, or corporation is selected by the Committee to serve
as the actuarial consultant for the Plan.
1.8 "Affiliate" means any entity which is, together with the Company, a
member of a "controlled group of corporations" or under "common
control", as determined under section 414(b) and 414(c) of the Code, or
a member of an "affiliated service group" as determined under section
414(m) of the Code.
1.9 "Base Compensation" for any calendar year means the basic earnings only,
excluding overtime, premiums, bonuses, amounts deferred pursuant to a
non-qualified plan of deferred compensation and severance pay received
by the Employee from the Company during the calendar year.
In addition to other applicable limitations which may be set forth in
the Plan and notwithstanding any other contrary provision of the Plan,
compensation taken into account under the Plan shall not exceed
$200,000, adjusted for changed in the cost of living as provided in
section 415(d) of the Internal Revenue Code (the "Code"), for the
purpose of calculating a Participant's accrued benefit (including the
right to any optional benefit provided under the Plan) for any plan year
commencing after December 31, 1988.
However, the accrued benefit determined in accordance with this
provision shall not be less than the accrued benefit determined on May
31, 1989 without regard to this provision.
Notwithstanding the preceding sentence, the accrued benefit of any
Participant who is a highly compensated employee within the meaning of
section 414(q)(1)(A) or (B) of the Code, is reduced to the extent a
benefit has accrued with respect to compensation in excess of $200,000
during the 1989 plan year before the later of the adoption date or
effective date of this provision.
Notwithstanding any other contrary provision of the Plan, in calculating
the accrued benefit (including the right to any option benefit provided
under the Plan) of any Participant who is a highly compensated employee
within the meaning of section 414(q)(1)(A) or (B) of the Code, such
highly compensated employee shall accrue no additional benefit under the
Plan on or after the date of the adoption of this amendment to the
extent that such additional benefit accrual exceed the benefit which
would otherwise accrue in accordance with the terms of the Plan as
subsequently amended to comply with those qualification requirements
described in income tax regulations section 1.401(b)-1(b)(2)(ii).
This provision shall be effective until the last day by which the Plan
may be amended retroactively to comply with Tax Reform Act of 1986 for
its plan year beginning in 1989 in order to remain qualified under the
Code and shall be effective for such period if and only if the
subsequent plan amendment to comply with Tax Reform Act of 1986 is made
on or before the last day by which the Plan may be amended retroactively
to comply with Tax Reform Act of 1986 for its first plan year commencing
in 1989 in order to remain qualified under the Code.
In addition, the benefit accrued by any highly compensated employee,
within the meaning of section 414(q)(1)(A) or (B) of the Code, shall in
no event exceed the benefit accrual provided during the 1989 plan year
with respect to such Participant under the
terms of the Plan as subsequently amended to comply with the terms of
Tax Reform Act of 1986; provided, however, such highly compensated
employee's benefit shall not be less than the benefit such Participant
had accrued as of the last day of the last plan year beginning before
January 1 1989.
In addition to other applicable limitations set forth in the Plan, and
notwithstanding any other provision of the Plan to the contrary, for
Plan Years beginning on or after January 1, 1994, the earnings of each
Employee taken into account under the Plan shall not exceed the OBRA '93
annual compensation limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner of Internal Revenue for
increases in the cost-of-living in accordance with Section 401(a)(17)(B)
of the Code. The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which compensation
is determined (the "determination period") beginning in such calendar
year. If a determination period consists of fewer than 12 months, the
OBRA '93 annual compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the determination period,
and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any reference in
this Plan to the limitation under section 401(a)(17) of the Code shall
mean the OBRA '93 annual compensation limit set forth in this provision.
If Compensation for any prior determination period is taken into account
in determining an Employee's benefits accruing in the current plan year,
the Compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.
Notwithstanding any other provision in the plan, each Section 401(a)(17)
employee's accrued benefit under this Plan will be the sum of:
(a) the Employee's accrued benefit as of the last day of the last
plan year beginning before January 1, 1994, frozen in accordance
with Section 1.401(a)(4)-13 of the regulations, and
(b) the Employee's accrued benefit determined with respect to the
benefit formula applicable for the plan year beginning on or
after January 1, 1994, as applied to the Employee's years of
service credited to the Employee for plan years beginning on or
after January 1, 1994, for purposes of benefit accruals.
A section 401(a)(17) employee means an Employee whose current
accrued benefit as of a date on or after the first day of the
first plan year beginning on or after January 1, 1994, is based
on compensation for a year beginning prior to the first day of
the first plan year beginning on or after January 1, 1994, that
exceeded $150,000.
1.10 "Benefit Service" means the period of a Participant's service for
purposes of determining the amount of the benefit payable to him, as
provided in Section Two (Service).
1.11 "Board of Directors" means the Board of Directors of Agrilink Foods,
Inc.
1.12 "Code" means the Internal Revenue Code of 1986, as amended.
1.13 "Company" means Agrilink Foods, Inc., a New York corporation, and any
successor by merger, consolidation or otherwise that assumes the
obligations of the Plan.
1.14 "Compensation" means, with respect to calendar years commencing on and
after January 1, 2000, an Employee's basic earnings including overtime,
premiums, bonuses, but excluding severance pay, received by the Employee
from the Company during the calendar year, and also excluding amounts
deferred pursuant to a non-qualified plan of deferred compensation.
Compensation shall include amounts deferred pursuant to a salary
reduction plan qualified under Code Section 401(k) or under a cafeteria
plan under Code Section 125.
In addition to other applicable limitations which may be set forth in
the Plan, and notwithstanding any other provision of the Plan to the
contrary, for Plan Years beginning on or after January 1, 1994, the
earnings of each Employee taken into account under the Plan shall not
exceed the OBRA '93 annual compensation limit. The OBRA '93 annual
compensation limit is $150,000, as adjusted by the Commissioner of
Internal Revenue for increases in the cost-of-living in accordance with
Section 401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not exceeding 12
months, over which compensation is determined (the "determination
period") beginning in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93 annual compensation limit
will be multiplied by a fraction, the numerator of which is the number
of months in the determination period, and the denominator of which is
12.
If Compensation for any prior determination period is taken into account
in determining an Employee's benefits accruing in the current plan year,
the Compensation for that prior determination period is subject to the
OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods
beginning before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit is
$150,000.
1.15 "Covered Compensation" means the average at age 65 of the annual
compensation amounts which would be treated as wages for purposes of the
Federal Social Security Act if the Participant had earned during each
calendar year from the later of 1959 and the calendar year containing
the Participant's 30th birthday through the calendar year containing his
64th birthday, inclusive, the maximum amount of wages subject to
taxation under the Federal Social Security Act; in determining the
amount to be treated as wages for this purpose for calendar years
following the calendar year of the Participant's termination of
employment, the maximum amount of wages subject to taxation under the
Federal Social Security Act during such calendar year of termination
shall be used for each calendar year following such calendar year of
termination.
1.15A "Covered Compensation" means a Participant's Covered Compensation as
described above assuming the Participant terminates employment on the
earlier of: (i) his actual termination of employment; and (ii) September
28, 2001 or September 28, 2006 in the case of Grandfathered
Participants.
1.16 "Covered Unit" means a group of Employees of the Employer or an
Affiliate designated by the Employer as eligible for participation in
the Plan.
1.17 "Current Social Security Taxable Wage Base" for any calendar year means
the maximum amount of earnings which may be considered wages under
Section 3121(a)(1) of the Code for that calendar year.
1.18 "Disability" means, with respect to any Participant a determination by
the Committee that he is disabled by bodily injury or disease so as to
be prevented from regularly engaging in an occupation or performing
work for substantial remuneration or profit.
1.19 "Employee" means any person who is employed by an Employer or Affiliate
in a salaried exempt or salaried non-exempt classification, excluding:
(a) any person who receives compensation only as a pension
retirement allowance, retainer or fee under contract,
(b) any person eligible for participation in any other pension
benefit plans sponsored by the Company. Such definition of an
Employee shall also include any person who is employed by
another company if the Company has contracted to acquire the
business by which such person was employed and the other company
has contracted to manage such business for the Company until the
effective date of acquisition; or
(c) any person whose employment with the Company is subject to the
terms of a collective bargaining agreement.
1.20 "Employer" means the Company and any Affiliate that has adopted the Plan
with the approval of the Company.
1.21 "ERISA" means the Employee Retirement Income Security Act of 1974.
1.22 "Final Average Base Compensation" means the average annual Base
Compensation of a Participant for the five consecutive calendar years
for which he receives the highest Base Compensation, for the period
ending on the earlier of his Actual Retirement Date or the date as of
which a determination of his benefit is made. Compensation of less than
12 months in the year of termination of employment shall be annualized
to reflect 12 months of Compensation.
If the Participant's Vesting Service includes fewer than five years, his
Final Average Base Compensation shall be deemed to be his average annual
Base Compensation for his entire period of Vesting Service as an
Employee.
1.22A "Final Average Base Compensation" means a Participant's Final Average
Base Compensation as described above but excluding Base Compensation
with respect to periods on and after September 28, 2001, or September
28, 2006 in the case of Grandfathered Participants.
1.23 "Final Average Compensation" means the average annual Compensation of a
Participant for the five consecutive calendar years for which he
received the highest Compensation, for the period ending on the earlier
of his Actual Retirement Date or the date as of which a determination of
his benefit is made, but excluding years prior to January 1, 2000.
Compensation of less than 12 months in the year of termination of
employment shall be annualized to reflect 12 months of Compensation.
If the Participant's Vesting Service includes fewer than five years, his
Final Average Compensation shall be deemed to be his average annual
Compensation for his entire period of Vesting Service as an Employee but
excluding years prior to January 1, 2000.
1.23A "Final Average Compensation" means a Participant's Final Average
Compensation as described above but excluding Compensation with respect
to periods on and after September 28, 2001, or September 28, 2006 in the
case of Grandfathered Participants.
1.24 "Grandfathered Participant" means a Participant who is actively employed
on September 28, 2001 or is on an authorized leave of absence on such
date, and who as of such date:
(i) has attained age 40;
(ii) has completed at least 5 years of Vesting Service; and
(iii) the sum of whose age and Vesting Service as of such date is 50
or more.
1.25 "Leave of Absence" means the period of an Employee's absence from
service if authorized in writing by an Employer or Affiliate, provided
that the Employee returns to service with an Employer or Affiliate at
the expiration of the authorized absence, and provided further that no
such absence may be authorized for a period of more than one (1) year
but such authorization may be renewed for additional periods up to one
(1) year each, with the total authorized absence not to exceed three
consecutive years.
1.26 "Normal Form" means, as applied to any benefit payable to a Participant
under the Plan, the method of payment described in Section 5.5(a)
(Normal Form of Payment).
1.27 "Normal Retirement Age" means the date a Participant attains age
sixty-five (65).
1.28 "Normal Retirement Date" means the first day of the month coincident
with or next following the 65th birthday of the Employee.
1.29 "Participant" means any person included in the Plan as provided in
Section Three (Participation).
1.30 "Pension Committee" means the committee appointed by the Board of
Directors to manage and administer the Plan as provided in Section Nine
(Administration of the Plan).
1.31 "Plan Year" shall mean the calendar year.
1.32 "Prior Plan" means any and all of the following pension plans as in
effect on the applicable date shown below:
(a) Retirement Plan for the Salaried Employees of National Oats,
Inc. as in effect on March 31, 1980.
(b) Nalley's Retirement Plan I as in effect on March 31, 1977.
(c) Colonial Provision Company, Inc. Salaried Employees' Retirement
Plan as in effect on November 30, 1983.
(d) Borden Plan as in effect on May 8, 1977.
(e) Borden Plan as in effect on December 31, 1985.
(f) Lowrey's EII Retirement Plan as in effect on March 1, 1989.
The Schedules annexed to the Plan contain provisions pertaining to Prior
Plan Benefits of the Prior Plan Participants under all Prior Plans and
certain other provisions applicable to the applicable Covered Unit.
1.33 "Prior Plan Benefit" means the defined benefit payable to a Prior Plan
Participant, determined in accordance with the applicable Schedule to
the Plan.
1.34 "Prior Plan Participant" means any individual who was a participant in a
Prior Plan.
1.35 "Retirement Income" means the annual income provided under this Plan.
1.36 "Spouse" means the Participant's wife or husband, married to him or her
by a legal contract on the date benefits commence to be paid to the
Participant, or on the Participant's date of death, if earlier.
1.37 "Trust Agreement" means the agreement between the Company and the
Trustee for the administration of the Trust Fund and any and all
amendments to such agreement.
1.38 "Trust Fund" means all moneys and property paid or delivered to and
accepted by the Trustee pursuant to the Trust Agreement and the Plan and
all investments made therewith and proceeds thereof and all earnings and
profits thereon less the payments made by the Trustee as authorized in
the Trust Agreement.
1.39 "Trustee" means the trustee appointed pursuant to the Trust Agreement.
1.40 "Vesting Service" means the period of an Employee's service for purposes
of determining his eligibility for a benefit from the Plan, as provided
in Section Two (Service).
SECTION 2
SERVICE
2.1 Service Definitions.
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(a) "Break in Service" means any Severance Period greater than
twelve (12) months, excluding any period up to twelve (12)
months during which an Employee is on a maternity/paternity
leave. The term "maternity/paternity leave" means any absence of
an Employee from work for reasons of (i) pregnancy of the
Employee, (ii) the birth of a child of the Employee or the
placement of a child with the Employee for the purposes of
adoption, or (iii) the care of a child for a period beginning
immediately following such birth or placement. In no event will
an Employee be deemed to have experienced a Break in Service
during a period of absence covered by the Family and Medical
Leave Act.
(b) "Employment Date" means the date on which an Employee first
completes an Hour of Service.
(c) "Hour of Service" means an hour for which an Employee is
directly or indirectly paid or entitled to payment for the
performance of duties for any Employer or Affiliate.
(d) "Reemployment Date" means the date on which an Employee first
completes an Hour of Service after a Severance Date.
(e) "Severance Date" means the earlier of (1) the date on which an
Employee retires or dies or his employment with all Employers
and Affiliates is otherwise terminated or (2) the first
anniversary of the first date of a period in which an Employee
remains absent from service with all Employers and Affiliates
for any reason other than (A) his retirement, death or other
termination of employment or (B) a Leave of Absence.
(f) "Severance Period" means each period beginning on an Employee's
Severance Date and ending on his next Reemployment Date.
2.2 Vesting Service. Vesting shall be credited to each Employee based on the
periods of time described below:
(a) Each period beginning on his Employment or Reemployment Date and
ending on his next Severance Date.
(b) Each period which is a Severance Period but neither is nor
includes any Break in Service.
(c) Each period of Disability.
(d) Each period of employment with an Affiliate immediately prior to
the Acquisition Date unless otherwise provided herein.
2.3 Benefit Service. The Benefit Service credited to each Participant shall
be equal to (a) that portion of his Vesting Service credited under
Section 2.2(a) which is attributable to (1) any period of his employment
as a Participant and (2) any period while he was on a Leave of Absence,
if he was a Participant at the beginning of such period and (b) to that
portion of his Vesting Service credited under Section 2.2(c) if he is
eligible for a benefit under Section 4.4 (Disability Retirement).
In determining years of Benefit Service for purposes of the Final
Average Pay Benefit set forth in Section 5.1(a), any Participant who
retires after June 30, 1982 who was prevented from becoming a
Participant prior to April 1, 1976, either because of the Plan's then
effective three-year waiting period or because he or she declined to
contribute to the Plan, shall be credited with additional years of
Benefit Service, determined by recalculating a Participant's eligibility
date as if he had been eligible to become a Participant one year after
employment. Such Participant shall be credited with 0.65 additional
years of
participation for each such additional year of eligibility calculated
hereunder, up to a maximum of 1.3 additional years.
2.3A Benefit Service After September 28, 2001. Notwithstanding anything
contained herein to the contrary and except as hereinafter provided, in
no event shall a Participant accrue Benefit Service with respect to any
period of employment on or after September 28, 2001.
A Grandfathered Participant shall be entitled to earn Benefit Service in
accordance with the preceding provisions of the Plan with respect to
periods of employment on and after September 28, 2001 but in no event on
and after September 28, 2006.
2.4 Service Prior to Acquisition Date. Vesting Service shall be credited to
a Participant (whether or not he is a Prior Plan Participant) with
respect to any period prior to the Acquisition Date for his Covered Unit
unless otherwise provided under the applicable Schedule.
2.5 Break in Service. If an Employee who is not entitled to a deferred
benefit under Section 6.1 (Termination of Employment) incurs a Break in
Service, and if at his Reemployment Date the period of his Break in
Service equals or exceeds the greater of five years or his period
Vesting and Benefit Service prior to his Severance Date, then his prior
Vesting and Benefit Service shall be cancelled for all Plan purposes.
2.6 No Duplication. In no event shall any period be counted twice in
computing the Vesting or Benefit Service to be credited to an Employee
or Participant under any Plan provision.
2.7 Service Computations. A Participant's years and months of Vesting and
Benefit Service shall be computed by (a) assuming that an Employee's
Employment Commencement Date or his Reemployment Date or his Severance
Date occurs on the first day of the month next following his Employment
Commencement Date or Reemployment Date or Severance Date, respectively,
and (b) aggregating all periods to be credited, after
excluding any period to be disregarded, as Vesting or Benefit Service
under this Section Two.
2.8 Qualified Military Service. Notwithstanding anything contained herein to
the contrary, effective October 13, 1996, contributions, benefits, and
Vesting Service with respect to qualified military service shall be
provided in accordance with Section 414(u) of the Code.
2.9 Leased Employees. Effective January 1, 1997, any person (other than an
Employee) who: (i) pursuant to an agreement between the recipient and
the any other person or entity performs services for the recipient or
related persons as described in Section 414(n)(6) of the Code; (ii)
performs such services on a substantially full-time basis for a period
of at least one year; and (iii) performs such services under the primary
direction of, or control by, the recipient. A "Leased Employee" of such
Employer or Affiliate shall be considered an Employee for purposes of
the service definitions and rules of this Section Two. Notwithstanding
the foregoing, no Leased Employee shall be eligible to participate in
this Plan by reason of this Section 2.9.
SECTION 3
PARTICIPATION
3.1 Eligibility. Each Employee who was a Participant of the Plan on December
31, 2000 shall continue participation hereunder. Each other Employee
shall become a Participant in the Plan on the first day of the month
coincident with or next following completion of one year of Vesting
Service. Each Prior Plan Participant who is an Employee on the
Acquisition Date for his Covered Unit shall become a Participant in the
Plan on the later of the Acquisition Date for his Covered Unit or the
first day of the month coincident with or next following completion of
one year of Vesting Service. An Employee who terminates employment prior
to becoming a Participant shall become a Participant on the first day of
the month on or following the date he completes a year of Vesting
Service following his reemployment.
Notwithstanding the foregoing, the provisions of Section 5.9 shall apply
to an Employee who transfers among participating and/or
non-participating Affiliates.
Notwithstanding anything herein to the contrary, a person who is not
characterized or treated as a common-law employee by the Company or an
Affiliate including, without limitation, individuals characterized as
independent contractors or leased employees, shall not be eligible to
become a Participant of the Plan. If such an individual is reclassified
or deemed to be reclassified as a common-law employee, the individual
shall be eligible to participate in the Plan no earlier than the actual
date of such reclassification (if each individual otherwise qualifies as
an Employee hereunder). A retroactive effective date of any such
reclassification shall in no event result in retroactive Plan
participation.
3.1A Freeze on Participation Effective September 28, 2001. Notwithstanding
anything contained herein to the contrary, in no event shall any
Employee become a Participant of the Plan on or after September 28,
2001.
3.2 Reemployed Participant. If a Participant's employment terminates and he
is thereafter reemployed as an Employee, he shall again become a
Participant as of the date he performs his first Hour of Service as an
Employee on or after the date of his reemployment. The provisions of
Section 5.9 shall apply in the case of an Employee who resumes
participation pursuant to a transfer to Employee status.
Notwithstanding the foregoing, if a Grandfathered Participant terminates
employment and is reemployed prior to September 28, 2006 and prior to
incurring a Break in Service, he shall resume active participation in
the Plan as of his reemployment date and shall be entitled to accrue
benefits with respect to the period of his reemployment but excluding
periods on and after September 28, 2006. A Grandfathered Participant who
is reemployed prior to September 28, 2006 after having incurred a Break
in Service shall not resume active participation in the Plan and not
accrue additional benefits with respect to the period of his
reemployment.
3.3 Prior Plan Participant. Each Prior Plan Participant who does not become
a Participant in the Plan under Section 3.1 shall have only such rights
and benefit entitlements as are provided under the terms of his Prior
Plan.
SECTION 4
RETIREMENT DATES AND CONDITIONS
4.1 Normal Retirement. A Participant who reaches his Normal Retirement Age
while in the employment of an Employer shall be eligible to retire as of
his Normal Retirement Date, and shall be entitled to receive a normal
retirement benefit as determined in Section 5.1 (Normal Retirement
Benefit).
4.2 Early Retirement. A Participant who has attained age 55 while in the
employment of an Employer and completed 5 years of Vesting Service may
elect to retire on the first day of any month thereafter. In the event
of such early retirement, the Participant shall be entitled to receive
an early retirement benefit as determined in Section 5.2 (Early
Retirement Benefit).
4.3 Late Retirement. A Participant may continue in the employment of an
Employer beyond his Normal Retirement Date. Upon his Actual Retirement
Date, the Participant shall be entitled to receive a late retirement
benefit as determined in Section 5.3 (Late Retirement Benefit).
4.4 Disability Retirement. A Participant who incurs a Disability, while in
the employment of an Employer, after he has attained age 50 and
completed 5 years of Vesting Service may elect to retire on the first
day of any month more than 6 months after his Disability has begun, but
not beyond his Normal Retirement Date. In the event of such disability
retirement, the Participant shall be entitled to receive a disability
retirement benefit as determined in Section 5.4 (Disability Retirement
Benefit).
SECTION 5
RETIREMENT BENEFITS
5.1 Normal Retirement Benefit. The normal Retirement Income of a Participant
who becomes eligible therefor under Section 4.1 shall be an amount,
commencing as of the Participant's Normal Retirement Date, equal to the
sum of (a) and (b) below where:
(a) is the benefit earned with respect to Benefit Service completed
prior to July 1, 2000, equal to the sum of:
(1) the Prior Plan Benefit, if any; plus
(2) an amount equal to the greater of (A) or (B) below:
(A) a Final Average Pay Benefit equal to the sum of
(1) plus (2) in which (1) equals 0.9% multiplied
by a Participant's Final Average Base
Compensation multiplied by a Participant's years
of Benefit Service subsequent to June 2, 1962,
and (2) equals 0.5% multiplied by the excess, if
any, of Final Average Base Compensation over
Covered Compensation, multiplied by years of
Benefit Service subsequent to June 2, 1962;
provided, however, that for purposes of (2),
years of Benefit Service shall not exceed a
maximum of 35. For purposes of this subparagraph
(A), Benefit Service shall be determined as of
the earlier of termination of employment and
July 1, 2000. Final Average Base Compensation
and Covered Compensation shall be determined as
of termination of employment as an Employee.
Effective April 1, 1990 former participants in
the Curtice Burns Lowrey's Retirement Income
Plan who now participate in this Plan shall
accrue benefits at the rate set forth in Section
5.1(a) of the
Plan. All benefits accrued by such participants
prior to such effective date shall be unaffected
by this Amendment and shall not be reduced
hereby.
(B) for an individual who was employed by
Agrilink Foods, Inc. in a salaried
exempt or salaried non-exempt
classification immediately prior to July
1, 1981, a Career Average Base
Compensation Benefit equal to the sum of
(1), (2), (3) and (4) in which (1)
equals the Participant's accrued benefit
determined under the provisions of
Schedule A, (2) equals, commencing
January 1, 1988, 1.60% of a
Participant's Base Compensation for the
Plan Year up to the Current Social
Security Taxable Wage Base, (3) equals,
for Plan Years commencing on or after
January 1, 1988, and before January 1,
1992, 2.45% of a Participant's Base
Compensation for the Plan Year in excess
of the Current Social Security Taxable
Wage Base, and (4) equals, for Plan
Years commencing on January 1, 1992,
1.88% of a Participant's Base
Compensation for the Plan Year in excess
of the Current Social Security Taxable
Wage Base; provided, however, that years
of Benefit Service in excess of 35 years
total shall be disregarded for purposes
of (4). In no event shall benefits under
this subparagraph (B) accrue with
respect to periods of employment on and
after July 1, 2000 or after a Break in
Service.
(b) is the Final Average Pay Benefit earned with respect to Benefit
Service completed commencing on and after July 1, 2000 equal to
1.15% of Final Average Compensation multiplied by Benefit
Service completed on and after July 1, 2000.
5.2 Early Retirement Benefit. The early retirement benefit of a Participant
who becomes eligible therefor under Section 4.2 (Early Retirement) shall
be computed as in Section 5.1
(Normal Retirement Benefit), and shall be payable at the option of the
Participant as follows:
(a) commencing as of his Normal Retirement Date in the full,
unreduced amount; or
(b) commencing as of his Actual Retirement Date or as of the first
day of any month after his Actual Retirement Date, but reduced
by an amount equal to .0025 per month for each of the first 84
months and by .0050 per month for each of the next 36 months by
which the benefit commencement date precedes the Normal
Retirement Date, unless otherwise provided under the applicable
Schedule. Except as provided above with respect to the
applicable Schedule, the early retirement reduction provisions
of the Plan in effect prior to January 1, 1992 shall apply with
respect to a Participant born prior to January 1, 1938.
5.3 Late Retirement Benefit. The Late Retirement Benefit of a Participant
who becomes eligible therefor under Section 4.3 (Late Retirement) shall
be computed as in Section 5.1 (Normal Retirement Benefit) as of his
termination of employment.
5.4 Disability Retirement Benefit.
(a) The Disability Retirement Benefit of a Participant who becomes
eligible therefore under Section 4.4 shall be computed as in
Section 5.1 (Normal Retirement Benefit) as of the date such
benefit is to commence and shall be payable as of his Actual
Retirement Date in the full, unreduced amount.
(b) A Participant's annual Base Compensation and Compensation for
the period of Disability shall be deemed to be his annual Base
Compensation or Compensation, as appropriate, immediately prior
to the commencement of such period of Disability. In addition,
the Benefit Service credited to him shall include that portion
of his Vesting Service which is attributable to any period of
Disability
subject to the provisions of Section 2.3A with respect to
cessation of accrual effective September 28, 2001.
(c) Notwithstanding the foregoing, a Participant who becomes
disabled on or after July 1, 2001 shall not accrue additional
benefits under this Disability Retirement Benefit Section 5.4.
5.5 Methods of Payment of Retirement Benefits.
(a) Normal Form of Payment. The Normal Form of payment of retirement
benefits under this Plan for any Participant who is married on
the date his retirement benefits commence to be paid shall be in
the form of a Qualified Joint and Survivor Annuitant Option
which provides for 50% of the reduced benefit payable to the
Participant during his lifetime to continue after his death to
his Spouse for her remaining lifetime, with the reduction as
provided in Section 5.5(c), 50% Joint & Survivor Annuitant
Option. In no event, however, will the amount of the 50% Joint &
Survivor Annuitant Option be less than the benefit determined
under the Career Average Benefit in Section 5.1(a). The Normal
Form of payment of retirement benefits under the Plan for any
Participant who is not married on the date his retirement
benefits commence to be paid shall be payable to the Participant
for his life only. A Participant may elect, however, in the
manner prescribed in Section 5.5(b) (Election of Optional Forms)
not to take his retirement benefit in the Normal Form.
Notwithstanding the preceding provisions of this Section 5.5(a),
the Normal Form of payment for a Participant's Prior Plan
Benefit, and any optional forms of payments with regard thereto,
shall be determined under the applicable Schedule for the
Participant.
(b) Election of Optional Forms. A Participant may elect by filing an
election in writing with the Pension Committee to convert his
retirement benefit otherwise payable to him into payments with
an Actuarial Equivalent value pursuant to any of the options
available to him hereunder so long as such election is made
prior to
the Participant's Actual Retirement Date. Such election or any
new election under Section 5.5(c) (Options Available) below
shall be made on a form approved by the Pension Committee and
shall contain the consent of the Participant's Spouse to such
election. Such consent shall contain the Spouse's
acknowledgement of the effect of the election and be witnessed
by a Plan representative or a notary public. If it is
established to the satisfaction of a Plan representative that
there is no Spouse or that the Spouse cannot be located, no
consent will be required. The Plan Administrator shall notify
each Participant in writing not more than ninety (90) days
before the Actual Retirement Date and at least thirty (30) days
before the Actual Retirement Date of his right to elect an
optional form of benefit. The notice shall also indicate the
availability of a written explanation of the terms and
conditions of the form of benefit normally applicable for the
Participant and the effect that an election of an optional form
of benefit will have on his monthly annuity payment. Effective
with respect to Actual Retirement Dates commencing on and after
January 1, 1997, a Participant may elect an Actual Retirement
Date that is less than thirty (30) days prior to the date such
notice is provided if: (i) he has at least thirty (30) days in
which to make his election; (ii) he may revoke any such election
at any time ending on the Actual Retirement Date but not less
than seven (7) days after the date such notice is provided; and
(iii) such notice is provided prior to the Actual Retirement
Date.
(c) Options Available. The optional payments which may be elected by
a Participant are set forth below. In no event shall an optional
form of payment be less than the Actuarial Equivalent of the
Career Average Benefit determined under Section 5.1(a) payable
in the form of an unreduced 50% Joint and Survivor Annuity with
the Participant's Spouse as the Joint & Survivor Annuitant.
100% Joint & Survivor Annuitant Option
Retirement Income payable during his life in equal monthly
amounts, with the provision that after his death 100% of his
reduced Retirement Income shall continue during the life of and
shall be paid to such contingent annuitant as he
shall have nominated in writing and filed with the Pension
Committee at the time of his election. The amount of Retirement
Income payable under this option shall be the Actuarial
Equivalent of the benefit payable to the Participant for his
life.
66-2/3% Joint & Survivor Annuitant Option
With respect to Annuity Starting Dates prior to January 1, 2001,
a Retirement Income payable during his life in equal monthly
amounts, with the provision that after his death 66-2/3% of his
reduced Retirement Income shall continue during the life of and
shall be paid to such contingent annuitant as he shall have
nominated in writing and filed with the Pension Committee at the
time of his election. The amount of Retirement Income payable
under this option shall be the Actuarial Equivalent of the
benefit payable to the Participant for his life.
75% Joint & Survivor Annuitant Option Retirement
Income payable during his life in equal monthly amounts, with
the provision that after his death 75% of his reduced Retirement
Income shall continue during the life of and shall be paid to
such contingent annuitant as he shall have nominated in writing
and filed with the Pension Committee at the time of his
election. The amount of Retirement Income payable under this
option shall be the Actuarial Equivalent of the benefit payable
to the Participant for his life.
50% Joint & Survivor Annuitant Option
Retirement Income payable during his life in equal monthly
amounts, with the provision that after his death 50% of his
reduced Retirement Income shall continue during the life of and
shall be paid to such contingent annuitant as he shall have
nominated in writing and filed with the Pension Committee at the
time of his election. The amount of Retirement Income payable
under this option shall be the Actuarial Equivalent of the
benefit payable to the Participant for his life.
10 Year Certain and Continuous Option Retirement
Income payable during his life in equal monthly amounts, with
the provision that, if he shall die before he has received at
least 120 monthly Retirement Income payments, his payments shall
continue to his designated beneficiary until a total of 120
monthly Retirement Income payments in all have been paid. The
amount of Retirement Income payable under this option shall be
the Actuarial Equivalent of the benefit payable to the
Participant for his life.
5 Year Certain and Continuous Option Retirement
Income payable during his life in equal monthly amounts, with
the provision that, if he shall die before he has received at
least 60 monthly Retirement Income payments, his payments shall
continue to his designated beneficiary until a total of 60
monthly Retirement Income payments in all have been paid. The
amount of Retirement Income payable under this option shall be
the Actuarial Equivalent of the benefit payable to the
Participant for his life.
Single Sum Option
A single sum equal to the Actuarial Equivalent present value of
the normal Retirement Income that would be payable as of the
Actual Retirement Date but not less than the value of the
benefit deferred to Normal Retirement Date. Notwithstanding the
foregoing, if the Participant terminated employment prior to age
55, the amount of such single sum payment shall be based on the
benefit deferred to Normal Retirement Date.
Straight Life Annuity Option
Retirement Income for his life payable during his life in equal
monthly amounts.
Level Income Option
A Participant who retires under Section 4.2 (Early Retirement)
prior to age 62 shall be permitted to elect to receive his
Retirement Income payable during his life, with no surviving
Spouse's benefit, in monthly amounts providing larger
monthly payments until his Social Security payments begin, with
these payments reduced at that time by the approximate amount of
the Social Security benefit which the Participant will receive,
so that, insofar as practical, a level total Retirement Income
will be available for the Participant after his retirement. The
amount of Retirement Income payable under this option shall be
the Actuarial Equivalent of the benefit payable to the
Participant for his life.
Single sum and straight life annuity combination option -
A combination of the two benefit forms determined as follows:
(1) A single sum equal to the Actuarial Equivalent present
value of 51% of his Retirement Income payable in the
normal form. Notwithstanding the foregoing, if the
Participant terminated employment prior to age 55, the
amount of such single sum payment shall be based on the
benefit deferred to Normal Retirement Date.
(2) A straight life annuity paid from the balance of his
Retirement Income which shall be the Actuarial
Equivalent of 49% of his Retirement Income payable in
the normal form with equal monthly amounts for life with
no surviving Spouse's benefit.
(d) Designation of Beneficiary. In the election filed with the
Pension Committee, the Participant shall designate his
contingent annuitant or beneficiary, as the case may be. If a
married Participant designates as his contingent annuitant or
his beneficiary a person other than his Spouse, such designation
shall not be effective unless the Spouse consents to such
designation as in Section 5.5(b) (Election of Optional Forms).
Election of the 100%, 75%, or 50% Joint and Survivor Annuity
Option is conditional upon (1) designation of the name of the
contingent annuitant and (2) furnishing to the Pension
Committee, within ninety days after the filing of such election,
proof satisfactory to the Pension Committee of the age of the
contingent annuitant.
(e) Conditions on Election. If someone other than the Participant's
Spouse is the contingent annuitant, no form of payment will be
available to a Participant if the periodic annuity payment
payable to the survivor of the Participant exceeds the maximum
applicable percentage of the annuity payment for such period
payable to the Participant under the applicable table contained
in Section 1.401(a)(9)-2 of the Regulations under the Code. In
addition, notwithstanding any other provision in the Plan, no
option shall be permitted which causes a Participant's or
Terminated Participant's benefit to be paid over a period of
time extending beyond the Participant's life expectancy (or the
joint life expectancies of the Participant and a contingent
annuitant as of the time payments commence, without any
recalculation of life expectancies thereafter) and the Plan
provisions shall be applied consistent with the Regulations
issued under Code Section 401(a)(9).
No election shall be effective in the case of the death of the
Participant prior to the Actual Retirement Date. In addition, no
election of a Joint and Survivor Annuity will be effective in
the case of the death of the contingent annuitant prior to the
Actual Retirement Date. The death of a contingent annuitant on
or after the Actual Retirement Date shall have no effect on the
Participant's election and the Participant will receive or
continue to receive the benefit payable to the Participant in
accordance with such option.
(f) Changes in Election. A Participant may revoke his election of an
optional form of benefit. A Participant may elect another
optional form of benefit by filing a new election in writing
with the Pension Committee, provided his Spouse consents as in
Section 5.5(b) (Election of Optional Forms). However, no change
may be made in the election of the option after the date the
option becomes effective. Any option elected by a Participant
and consented to by his Spouse, as applicable, shall become
effective on the date the Participant's benefits commence to be
paid.
(g) The latest beneficiary designation in the possession of the
Pension Committee at
the time of the Participant's death shall control. If no
designated beneficiary is living at the death of the
Participant, any remaining payments due shall be computed and
paid in one single sum to the estate of the Participant. If a
designated beneficiary is living at the death of the
Participant, but does not live to receive all payments due, any
remaining payments due shall be paid in one single sum of the
Actuarial Equivalent present value of such benefit to the estate
of the beneficiary.
If a Participant is reemployed or otherwise accrues benefits
after having received benefit payments, the election of the form
of payment made at prior benefit commencement shall continue to
apply to benefits accrued at such prior benefit commencement and
shall apply to benefits earned after such retirement or benefit
commencement. No new election of a form of payment shall be
permitted.
(h) Payment of Retirement Benefits.
(1) Subject to the preceding provisions of this Section 5.5
and Section 6.1(f), all Normal Retirement Benefits,
Early Retirement Benefits, Late Retirement Benefits and
Disability Retirement Benefits, provided for in Sections
5.1, 5.2, 5.3, and 5.4 shall be payable in monthly
installments on the first day of the month and shall
continue to the last payment prior to death; provided,
however, that any Retirement Income amounting to less
than $30.00 per month shall be paid quarterly.
A disabled Participant who is receiving a Disability
Retirement Benefit under Section 5.4 and ceases to be
totally and permanently disabled prior to his Normal
Retirement Age and who again becomes an Employee shall
have his Vesting Service, annual Compensation, and
Benefit Service up to his Disability Retirement Date
restored, and he shall commence to accrue benefits in
accordance with Section 5.1, based on his annual
Compensation, Benefit Service, and, if applicable,
Vesting Service, both before his Disability Retirement
Date and after his reemployment.
(2) A Participant who has attained age 70-1/2 shall commence
to receive his benefit beginning on April 1 following
the calendar year in which he attains age 70-1/2.
Effective with respect to Participants attaining age 70
1/2 on or after January 1, 2002, the foregoing sentence
shall not apply to Participants who are not considered
five percent (5%) owners (as defined in Section 416 of
the Code). The benefit of any Participant who does not
commence benefit payments on April 1 following the
calendar year in which he attains age 70-1/2 shall be
actuarially adjusted to reflect the delay in
commencement. The amount of such adjustment shall be
equal to the actuarially increased benefit as of April 1
following the calendar year the Participant attains age
seventy and one-half (70-1/2) plus the actuarial value
of benefits accrued after such date, less the value of
any payments received. The foregoing increase shall not
be in addition to any increase required in accordance
with ERISA Section 203(a)(3)(b).
(3) If a Participant is reemployed as an Employee after his
retirement benefits have commenced, payment of his
retirement benefits shall not cease during the period of
reemployment, and, in addition, his retirement benefit
shall be redetermined annually during the period of his
reemployment. The redetermination shall be done as of
the last day of the Plan Year, or, if earlier, the date
he again retires from active service, and shall reflect
his age as of such date, his Compensation and Benefit
Service both before and after his reemployment, and any
retirement benefits paid to him prior to his Normal
Retirement Date. The retirement benefits as so
redetermined shall be payable to him as of the first day
of the Plan Year following redetermination, or, if
earlier, the first day of the month following the date
he again retires from active service.
If a Participant whose Actual Retirement Date is prior
to Normal Retirement Age is reemployed, the form of
payment elected with respect to benefits accrued as of
such Actual Retirement Date shall remain in effect with
respect to the benefit accrued prior to reemployment.
Any benefits accrued after reemployment shall be subject
to the provisions of Section Seven with respect to death
benefits payable on behalf of a Participant who dies
prior to the Actual Retirement Date and Section 5.5 with
respect to election of a form of payment. If the benefit
of a reemployed Employee was payable as of an Actual
Retirement Date on or after Normal Retirement Age, the
form of payment elected at such Actual Retirement Date
shall remain in effect with respect to benefits accrued
prior to the Actual Retirement Date and shall also apply
to benefits accrued on or after Normal Retirement Date.
(4) A Participant who retires under the provisions of
Sections 4.1, 4.2, 4.3, or 4.4 (Retirement Dates and
Conditions) may elect to receive a refund of his
Accumulated Employee Contributions in the form of a
single sum payment, or in the Actuarial Equivalent
applicable normal form of payment, subject to the
spousal consent requirements described above. If such
Participant receives his Accumulated Employee
Contributions, his Retirement Income shall be reduced by
the amount of the benefit attributable to the
Participant's Accumulated Employee Contributions. The
amount of the benefit attributable to the Participant's
Accumulated Employee Contributions shall be an annual
benefit commencing at his Normal Retirement Date, equal
to his Accumulated Employee Contributions, determined as
of his Actual Retirement Date, projected to his Normal
Retirement Date at the interest rate under Section
417(e)(3) of the Code, and converted to an annuity for
the life of the Participant commencing at Normal
Retirement Date based on the Actuarial Equivalent
assumptions applicable to single sum payments for the
year in which the refund occurs. In no event will a
Participant's Accrued Benefit
be less than the benefit attributable to Accumulated
Employee Contributions.
5.6 Maximum Benefit Limits.
(a) General Limitation on Benefits. No Retirement Income shall be
payable from this Plan to the extent it exceeds the lesser of
(1) the Defined Benefit Dollar Limitation, as adjusted in
Section 5.6(c), as applicable, or (2) the Defined Benefit Pay
Limitation, as adjusted in Section 5.6(d), if applicable.
(b) Definitions. For purposes of this Section 5.6
(1) "Adjustment Factor" shall mean the cost of living
adjustment factor prescribed under section 415(d) of the
Code for years beginning after December 31, 1987 applied
to such items and in such manner as prescribed.
(2) "Current Accrued Benefit" shall mean a Participant's
Accrued Benefit under the Plan, determined as if the
Participant had separated from service as of the close
of the last Limitation Year beginning before January 1,
1987, when expressed as an annual benefit within the
meaning of Section 415(b) (2) of the Code. In
determining the amount of a Participant's Current
Accrued benefit, the following shall be disregarded:
(A) any change in the terms and considerations of
the Plan after May 5, 1986; and
(B) any cost of living adjustment occurring after
May 5, 1986.
(3) "Defined Benefit Dollar Limitation" shall mean the
limitation set forth in Section 415(b)(1) (A) of the
Code.
(4) "Defined Benefit Pay Limitation" shall mean 100% of the
Employee's average Section 415 Compensation for his
highest 3 years of Vesting Service.
(5) "Limitation Year" shall mean the calendar year.
(6) "Section 415 Compensation" shall mean, effective January
1, 1998, compensation as defined in Sections 415(c) of
the Internal Revenue Code.
(7) "Social Security Retirement Age" shall mean the age used
as the retirement age for the Participant under Section
215(l) of the Social Security Act, except that such
section shall be applied without regard to the age
increase factor, and as if the early retirement age
under Section 216(1) (2) of such Act were 62.
(c) Adjustment to Defined Benefit Dollar Limitation.
(1) Adjustment for Early Retirement. If the retirement
benefit of a Participant commences before the
Participant's Social Security Retirement Age, the
Defined Benefit Dollar Limitation shall be adjusted so
that it is the actuarial equivalent of an annual benefit
of $125,000, multiplied by the Adjustment Factor,
beginning at the Social Security Retirement Age. For
purposes of determining the actuarial equivalent of a
benefit commencing before the Participant's Social
Security Retirement Age, the Defined Benefit Dollar
Limitation shall be reduced by 5/9ths of 1% for each of
the first 36 months and by 5/12ths of 1% for each of the
next 24 months by which benefits commence prior to the
Participant's Social Security Retirement Age. If
benefits commence prior to age 62, the Defined Benefit
Dollar Limitation shall be the actuarial equivalent of
the benefit at age 62. Actuarial Equivalent with respect
to benefits commencing before age 62 shall be based on
the reductions otherwise provided in the Plan for
early commencement, or 5% interest and the mortality
applicable to single sums, whichever produces the lesser
benefit amount. Decreases in the Defined Benefit Dollar
Limit described in this section shall not reflect a
mortality decrement to the extent that benefits will not
be forfeited upon the death of the Participant.
(2) Adjustment for Deferred Retirement. If the retirement
benefit of a Participant commences after the
Participant's Social Security Retirement Age, the
Defined Benefit Dollar Limitation shall be adjusted so
that it is the actuarial equivalent of a benefit of
$125,000, beginning at the Social Security Retirement
Age, multiplied by the Adjustment Factor. Actuarial
equivalence for this section shall be based on the
actuarial equivalent assumptions applicable to deferred
retirement as otherwise provided herein or 5% interest
and the mortality table applicable to single sums,
whichever produces the lesser benefit.
(3) Protection of Current Accrued Benefit. If the Current
Accrued Benefit of an individual who is a Participant as
of the first day of the Limitation Year beginning on or
after January 1, 1987 exceeds the Defined Benefit Dollar
Limitation, the Defined Benefit Dollar Limitation with
respect to such individual shall be equal to such
Current Accrued Benefit.
(4) Adjustment for Less Than 10 Years of Benefit Service. If
a Participant has completed less than ten years of
Benefit Service, the Participant's Accrued Benefit shall
not exceed the Defined Benefit Dollar Limitation as
adjusted by multiplying such amount by a fraction, the
numerator of which is the Participant's number of years
(or part thereof) of Benefit Service in the Plan, and
the denominator of which is ten.
(d) Adjustment to Defined Benefit Pay Limitation. If a Participant
has completed less than ten years of Vesting Service with an
Affiliate or an Employer,
the Defined Benefit Pay Limitation shall be adjusted by
multiplying such amount by a fraction, the numerator of which is
the Participant's number of years of Vesting Service (or part
thereof), and the denominator of which is ten, but not less than
one-tenth of the limitation before the adjustment.
(e) Adjustment for Form of Payment. The Defined Benefit Dollar Limit
and the Defined Benefit Pay Limit shall be actuarially adjusted
if the benefit is to be paid in a form other than a single life
annuity or a qualified joint and survivor annuity. The actuarial
adjustment shall be based on the actuarial equivalent basis
otherwise provided herein, or for purposes of annuity payments,
based on 5% interest and the mortality table applicable to
single sum payments, whichever produces the largest benefit.
Notwithstanding the foregoing provisions of this section, the
annual benefit payable under the Plan to an Employee who was
included in the Plan prior to January 1, 1995 shall not be less
than the individual's Retirement Protection Act of 1994 (RPA
`94) old law benefit. For this purpose, the term `RPA `94 old
law benefit' means the Employee's accrued benefit under the
terms of the Plan as of July 1, 1996, (the RPA `94 freeze date),
for the Actual Retirement Date and optional form and taking into
account the limitations of Section 415 of the Code, as in effect
on December 7, 1994, including the participation requirements
under Section 415(b)(5) of the Code. In determining the amount
of an Employee's RPA `94 old law benefit, the following shall be
disregarded:
(i) any plan amendment increasing benefits adopted after the
RPA `94 freeze date; and
(ii) any cost of living adjustments that become effective
after such date.
An Employee's RPA `94 old law benefit is not increased after the
RPA `94 freeze date, but if the limitations of Section 415 of
the Code, as in effect on December 7, 1994, are less than the
limitations that were applied to determine the Employee's RPA
`94 old law benefit on the RPA `94 freeze date, then the
Employee's RPA `94 old law benefit will be reduced in accordance
with such reduced limitation. If, at any date after the RPA `94
freeze date, the Employee's total Plan benefit, before the
application of Section 415 of the Code, is less than the
Employee's RPA `94 old law benefit, the RPA `94 old law benefit
will be reduced to the Employee's total Plan benefit.
(g) Additional Limit for Multiple Plans. This subsection (g) shall
apply with respect to Plan Years commencing prior to January 1,
2000.
The limits specified in Section 5.6(a) (General Limitation on
Benefits) shall be further reduced if the Combined Plan Fraction
exceeds 1.0. The Combined Plan Fraction is the sum of the
Defined Contribution Plan Fraction and the Defined Benefit Plan
Fraction.
(1) The Defined Contribution Plan Fraction is determined by
dividing the total Annual Additions (as defined in
Section 415(c) (2) of the Code) to the Curtice Burns
Foods Deferred Profit-Sharing Plan by the total of the
Defined Contribution Plan dollar limitations applicable
to each Plan Year (as specified in Section 415(c) (1)
(A) of the Code) multiplied by 1.25, or 35% of the
Section 415 Compensation received by the Employee during
that Plan Year if less, for each Plan Year in which the
Employee was credited with Vesting Service.
(2) The Defined Benefit Plan Fraction is determined by
dividing the Employee's projected annual benefit at age
65 (or attained age if later) by the dollar limit
specified in Section 5.6(a)(1) multiplied by 1.25, or
the compensation limit specified in Section 5.6(2)
multiplied by 1.4,
whichever is less. For this purpose, the projected
annual benefit shall be determined without using a
salary scale and may not exceed the dollar limit
specified in Section 5.6(a)(1).
5.7 Reduction in Retirement Income Benefits. Any Retirement Income payable
from this Plan to any Participant shall be reduced by (a) any amount
payable to such Participant under Equitable Group Annuity Contract
AC-548 or Aetna Life Insurance Company Group Annuity Contract GA 598 and
(b) any amount payable to such Participant from the South Jersey Labor
and Management Pension Fund as a result of service after April 1, 1969.
In making such reduction, the normal pension benefit payable under the
above Plans before determining any optional benefit payable shall be
subtracted from the normal pension benefit payable under this Plan.
5.8 1981 Supplemental Retirement Benefits. The Retirement Income payable to
the Plan Participant described below as determined under the other
applicable provision of this Plan shall be increased as of July 1, 1981
as follows: (a) Participants who retired between January 1, 1980 and
June 30, 1981 - 3% (b) Participants who retired between January 1, 1979
and December 31, 1979 - 6% (c) Participants who retired between January
1, 1978 and December 31, 1978 - 9% (d) Participants who retired between
January 1, 1977 and December 31, 1977 - 12% (e) Participants who retired
between January 1, 1976 and December 31, 1976 - 15% (f) Participants who
retired between January 1, 1975 and December 31, 1975 - 18% (g)
Participants who retired between January 1, 1974 and December 31, 1974 -
21% (h) Participants who retired between January 1, 1973 and December
31, 1973 - 24% (i) Participants who retired between January 1, 1972 and
December 31, 1972 - 27% (j) Participants who retired prior to January 1,
1972 - 30%
5.9 Transfer.
(a) If a Participant is transferred to a classification of
employment with an Affiliate or an Employer or any of its
subsidiary corporations which is not covered by this Plan, he
shall be considered a transferred Participant. Upon the
subsequent retirement, termination of employment, or death, such
transferred Participant shall be entitled to benefits in
accordance with the provisions of the Plan in effect at the time
of transfer unless otherwise required to maintain the Plan's
qualified status, computed in accordance with this Section Five
but subject to the following:
(1) No additional Benefit Service shall accrue to the
transferred Participant under this Plan while in said
other classification.
(2) For purposes of fulfilling any requirement of a minimum
number of years of Vesting Service specified in Section
4.2 (Early Retirement), 6.1 (Termination of Employment
Before Retirement), 7.1 (Death Before Eligibility For
Early Retirement), continuous employment in said other
classification shall, subject to Section Two, be
considered as Vesting Service under this Plan.
(3) If applicable under Section 5.1(a) (Final Average Pay
Benefit), the transferred Participant's Final Average
Compensation shall be determined in accordance with the
provisions of the Plan, taking into account compensation
paid to the transferred Participant while in said other
classification.
(b) If an employee of an Affiliate or an Employer or any of its
subsidiary corporations is transferred from a classification of
employment which is not covered by this Plan to a classification
wherein he is an Employee, he shall become a Participant under
the Plan immediately upon the later of completion of one year of
Vesting Service or his date of transfer. Upon subsequent
retirement,
termination of employment, or death, such Participant shall be
entitled to benefits in accordance with the provisions of the
Plan, computed in accordance with this Section 5 but subject to
the following:
(1) For purposes of fulfilling any requirement of a minimum
number of years of Vesting Service specified in Section
4.2 (Early Retirement), 6.1 (Termination of Employment
Before Retirement), 7.1 (Death Before Eligibility for
Early Retirement), or 7.2 (Death After Eligibility for
Early Retirement), the Participant's period of
continuous employment with the Affiliate or an Employer
or any of its subsidiary corporations or with any
company which is a predecessor employer of the Company
immediately prior to said transfer shall be considered
as Vesting Service under the Plan.
5.10 Rights Forfeited. Any rights forfeited by a Participant under this Plan
shall not be applied to increase the benefits any other Participant
would otherwise receive under the Plan, but will be applied to reduce
the Company's contribution.
5.11 Eligible Rollover Distributions.
(a) This Section applies to distributions made on or after January
1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election
under this Section, a distributee may elect, at the time and in
the manner prescribed by the plan administrator, to have any
portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a
direct rollover.
(b) Definitions.
(1) Eligible rollover distribution: An eligible rollover
distribution of all or any portion of the balance to the
credit of the distributee, except that an
eligible rollover distribution does not include: any
distribution that is one of a series of substantially
equal period payments (not less frequently than
annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the
Code; and the portion of the distribution that is not
includible in gross income (determined without regard to
the exclusion for net unrealized appreciation with
respect to employer securities).
(2) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity
described in Section 408(a) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover
distribution. However, in the case of an eligible
rollover distribution to the surviving Spouse, an
eligible retirement plan is an individual retirement
account or individual retirement annuity.
(3) Distributee: A distributee includes an Employee or
former employee. In addition, the Employee's or former
Employee's Spouse or former Spouse who is the alternate
payee under a qualified domestic relations order, as
defined in Section 414(p) of the Code, are distributees
with regard to the interest of the Spouse or former
Spouse.
(4) Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the
distributee.
(c) If a distribution is one to which Sections 401(a)(11) and 417 of
the Code do not apply, such distribution may commence less than
30 days after the notice required
under Section 1.41(a)-11(c) of the Income Tax Regulations is
given, provided that:
(1) The Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least
30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and
(2) The Participant, after receiving the notice,
affirmatively elects a distribution.
SECTION 6
TERMINATION OF EMPLOYMENT
6.1 Termination of Employment Before Eligibility for Retirement under
Section 4. On termination of employment of a Participant for any reason
other than death or retirement or transfer under the Plan, such a
Participant shall have the following rights:
(a) (1) If at the time of such termination the Participant has
completed 5 years of Vesting Service or has attained his
Normal Retirement Age, he shall be entitled to receive,
beginning as of his Normal Retirement Date, if he is
then living, a deferred retirement benefit, computed as
in section 5.1 (Normal Retirement Benefit) based on his
Benefit Service and Compensation, up to the date of his
termination of employment.
(2) Subject to Section 6.1(f) (Payment of Small Benefits),
the deferred retirement benefit shall be payable in
accordance with Section 5.5 (Methods of Payment of
Retirement Benefits).
(b) (1) If at the time of such termination of employment the
Participant has completed 5 years of Vesting Service or
has attained his Normal Retirement Age, he may elect to
receive a refund of his Accumulated Employee
Contributions in the form of a single sum payment, or in
the Actuarial Equivalent applicable normal form of
payment described in Section 5.5, subject to the spousal
consent requirements of Section Five. If such
Participant receives his Accumulated Employee
Contribution, his Retirement Income shall be reduced by
the amount of the benefit attributable to the
Participant's Accumulated Employee Contributions. The
amount of the benefit attributable to the Participant's
Accumulated Employee Contributions shall be an annual
benefit commencing at his Normal Retirement Date, equal
to his Accumulated Employee Contributions, determined as
of his Actual Retirement Date, projected to
his Normal Retirement Date at the interest rate under
Section 417(e)(3) of the Code, and converted to an
annuity for the life of the Participant commencing at
Normal Retirement Date based on the Actuarial Equivalent
assumptions applicable to single sum payments for the
year in which the refund occurs. In no event may a
Participant receive a refund of such Contributions prior
to termination of his service with the Company.
(2) In the event a Participant who received a refund of his
Accumulated Employee Contributions is reemployed by an
Affiliate or an Employer and is credited with his prior
years of service for purposes of vesting of benefits
under Section Two hereof, such Participant may repay his
Accumulated Employee Contributions plus interest
compounded annually at the rate under Section 411(c) of
the Code from the date of withdrawal to the date of
repayment, and his Retirement Income benefit shall be
computed as if such amounts had not been withdrawn. The
time for repayment shall end on the fifth anniversary of
a Participant's Reemployment Date. If the Participant
does not repay his Accumulated Employee Contributions
plus interest, his Retirement Income benefit shall be
reduced by the amount of the benefit attributable to the
Participant's Accumulated Employee Contributions.
(c) If, at the time of such termination, the Participant is not
eligible for a deferred retirement benefit under the provisions
of Section 6.1(a), he shall thereupon cease to be considered a
Participant under the Plan, and his Accumulated Employee
Contributions, if any, shall be forthwith refunded to him in the
form of a single sum. When he incurs a Break in Service, he
shall forfeit all further rights to all benefits hereunder with
respect to his period of employment with the Company then
terminating.
(d) A terminated Participant who is eligible for a deferred
retirement benefit under Section 6.1(a) may elect to have
benefit payments commence as of the first day of
any month following his attainment of age 55 but not later than
that would have been his Normal Retirement Date. If payments
commence prior to what would have been the terminated
Participant's Normal Retirement Date, the benefit shall be
reduced by .0055 per month for each month by which benefit
commencement date precedes Normal Retirement Date, unless
otherwise provided under the applicable Schedule.
(e) Subject to section 5.5(b) (Election of Optional Forms) with
respect to the election, if any, under Section 5.5(a) (Normal
Form of Payment), application for commencement of a deferred
retirement benefit shall be filed with the Committee by the
terminated Participant prior to the date payments are to
commence.
(f) Payment of Small Benefits. Notwithstanding any other provision
of this Section 6, if the single sum present value of any
benefit payable under the Plan shall not exceed $5,000 (or
$3,500 in the case of a Participant who terminated employment
prior to November 1, 1998), such benefit shall be paid in one
single sum payment without the consent of the Participant. The
amount of such single sum payment shall be the Actuarial
Equivalent present value of the benefit otherwise payable as of
the Participant's Normal Retirement Date or later termination of
employment; provided, that if the Participant is eligible for an
Early Retirement Benefit, such value shall be based on the
benefit that would be payable at Early Retirement. A Participant
who is not vested in his retirement benefit shall be deemed to
have received payment of his benefit as of his termination of
employment.
SECTION 7
DEATH BENEFITS
7.1 Death Before Benefit Commencement. The surviving Spouse of a Participant
who dies on or after having earned a vested benefit under Section Six,
but before commencement of benefits under the Plan shall be entitled a
surviving spouse benefit. The amount of such monthly benefit shall be
50% of the Qualified Joint and Survivor Annuitant option determined in
accordance with the applicable provisions of Sections Five or Six that
would have been payable to the Participant for his lifetime as of the
benefit commencement date elected by the Spouse. Such benefit shall be
payable, at the election of the Spouse, as early as the first day of the
month on or following the Participant's death, but not before the
written application by the surviving Spouse for benefit commencement. In
no event shall such benefit commence later than the Participant's Normal
Retirement Date, or death if later.
At the election of the Spouse, such benefit shall be payable in either a
single sum payment or in a monthly annuity for the lifetime of the
Spouse commencing on the elected benefit commencement date and ending on
the death of the Spouse. The provisions of Sections Five and Six shall
apply with respect to reduction for early commencement to the date the
Participant would have attained age 55. If benefits commence prior to
the date the Participant would have attained age 55, the monthly benefit
payable shall be the Actuarial Equivalent of the benefit that would be
payable as of the Participant's 55th birthday. The amount of the single
sum payment shall be the Actuarial Equivalent present value of the
benefit that would be payable as of the benefit commencement date.
In no event will the benefit payable to the surviving Spouse be less
than the benefit attributable to Accumulated Employee Contributions. The
single sum payment attributable to Accumulated Employee Contributions
shall be the Accumulated Employee Contributions as of the date of
payment. The monthly life annuity attributable to such
contributions shall be the Actuarial Equivalent of such amount based on
the provisions of Section 1.6 applicable to single sum payments.
7.2 Death Benefits If Participant Not Married. Upon the death of a
Participant before termination of employment or retirement whose
surviving Spouse, if any, is not eligible for the benefit provided for
in Section 7.1, no death benefit is payable under this Plan, except that
the Participant's Accumulated Employee Contributions, if any, shall be
refunded to the deceased Participant's designated beneficiary.
SECTION 8
FUNDING OF THE PLAN
8.1 Annual Contributions. The Company intends to make at least the minimum
contribution to the Plan for each plan year that is determined by
actuarial calculations to be in accordance with requirements of the law
applicable to the Plan. Any contributions by the Company shall be made
on at least a quarterly basis to the extent required by Section 412(m)
of the Code. All contributions to the Plan shall be conditioned on being
deductible in accordance with Section 404 of the Code.
8.2 Additional Contributions. The Company shall also be authorized to, and
may in its sole discretion, make such additional contributions to the
Plan as the Company may from time to time deem desirable in order to
maintain in whole or in part or to increase the benefits payable from
the Plan.
8.3 Administrative Expenses. The Company also intends to pay the
administrative expenses of the Plan and Trust Fund, but in the event the
Company does not pay such expenses, they shall be paid from the Trust
Fund to the extent permitted by applicable rule or regulation.
SECTION 9
ADMINISTRATION OF THE PLAN
9.1 Pension Committee. The Plan shall be administered by a Pension Committee
pursuant to the provisions of Section 9.4 (Administration). Such Pension
Committee shall be appointed by the Company which shall consist of not
less than three nor more than seven persons, and shall be the named
fiduciary of the Plan as defined in ERISA. Any officer, director,
stockholder or employee of the Company shall be eligible for appointment
to the Pension Committee. All members of the Pension Committee shall
hold office pursuant to the terms of their designation by the Company.
9.2 Officers and Agents. The Pension Committee shall appoint a chairman and
a secretary from its members. It may appoint such agents and
representatives to carry out the administration of the Plan, including a
Plan Administrator, as the Pension Committee deems necessary, and such
agents and representatives need not be members of the Pension Committee.
A majority of the entire Pension Committee shall constitute a quorum and
a majority of the members present at the time of a vote, if a quorum is
present at such time, shall be an act of the Pension Committee. The
members of the Pension Committee shall without compensation.
9.3 Records. All acts and decisions of the Pension Committee shall be duly
recorded by the secretary thereof or under his supervision. All records
together with such other documents as may be necessary for the
administration of this Plan shall be preserved in the custody of the
secretary. Any instrument executed by a duly designated member of such
Pension Committee shall be conclusive as to all parties dealing with the
Plan, and the Trustee shall be fully protected in dealing with any
members so designated in writing to it by the said Pension Committee.
9.4 Administration. The duties and responsibilities for the administration
of the Plan shall be held by the following persons and in the following
manner:
(a) The duties and responsibilities of the Company shall be limited
to:
(1) The adoption, modification and termination of the Plan.
(2) The appointment of the members of the Pension Committee
of the Plan.
(3) The selection of, and if desirable, the removal of, the
Trustee for the Plan and the periodic review and
evaluation at least once each year of the management of
the funds of the Plan by the Trustee.
(4) The selection of much funding policy to be used in the
actuarial calculations of the Plan including and
selection of rates of interest and service and mortality
tables as is appropriate to carry out the objectives of
the Plan after consulting with the actuary or actuaries
retained by the Company for that purpose.
(5) The periodic review and evaluation, at least once each
year, of the activities of the Pension Committee in
order to keep the directors advised of the activities of
the Pension Committee and assist the directors in making
future appointments of members to the Pension Committee.
(b) The duties and responsibilities of the Pension Committee shall
be:
(1) The administration, interpretation, operation and
construction of the Plan.
(2) The selection, and if desirable, the termination of
legal counsel, auditors and actuaries for the Plan.
(3) The delegation of such specific duties of the
administration and operation of the Plan to a Plan
Administrator and such other persons as the Pension
Committee deems appropriate or necessary.
(4) The periodic review and evaluation, at least once each
year, of the person or persons to whom specific duties
of the administration and operation of the Plan as been
delegated.
(c) The duties and responsibilities of the Plan Administrator of the
Plan shall be:
(1) The collection and retention of all of the factual
information and data from the Company and the plan
participants and beneficiaries necessary for the proper
administration of the Plan and as may be requested by
the Pension Committee, including application forms,
beneficiary designation forms and election forms where
appropriate and employees' wages, contributions,
enrollment, beneficiaries, dates of employment, levels
of compensation and length of service.
(2) The preparation of and submission of all reports and
notices required by law and the various provisions of
the Plan.
(3) The communication of all appropriate information to the
participants and beneficiaries of requirements for
estimated benefit calculations.
9.5 Disqualification of Member. A member of the Pension Committee shall not
vote upon any question or upon the exercise of any right or option under
the plan relating specifically to himself or his beneficiaries.
9.6 Liability of Members; Indemnification. Each member of the Pension
Committee shall be liable only for his own willful misconduct. Each
person who is or has been a member of the Pension Committee shall be
indemnified by the Company against expenses (including amounts paid in
settlement with approval of the Company) reasonably incurred by him in
connection with any motion, suit or proceeding to which he may be a
party or with which he shall be threatened by reason of his being, or
having been, a member of the Pension Committee, except in relation to
matters as to which he shall be adjudged in such action,
suit or proceeding to be liable for his own willful misconduct in the
performance of his duty as such member of the Pension Committee.
9.7 Notices. All communications and notices to the Pension Committee shall
be deemed to be delivered to the Pension Committee upon their delivery
to the chairman of the Pension Committee at the address of the Company.
All communications and notices to the Participants or beneficiaries
shall be delivered in the manner required by ERISA, the Code, or any of
the Regulations or Rulings published under the applicable federal or
state law.
9.8 Claims and Appeal Procedure. All claims for benefits under the Plan
shall be submitted to the Pension Committee. If the Pension Committee
determines that any individual who has claimed a Appeal Procedure right
to receive benefits under the Plan is not entitled to receive all or any
part of the benefits claimed, the Pension Committee shall inform the
claimant by certified mail of its determination and the reasons for such
determination with specific references to the pertinent Plan provisions
and with the description of the appeal procedures set forth below. The
claimant may, within sixty (60) days thereafter, submit to the Pension
Committee by certified or registered mail, such further information as
will, in the claimant's opinion, establish his right to such benefits.
If, upon receipt of this further information, the Pension Committee
determines that the claimant is not entitled to the benefits claimed, it
may afford the claimant or his representative the reasonable opportunity
to appear personally before it, to submit issues and comments in
writing, and review pertinent documents. The Pension Committee shall
render its final decision with the specific reasons therefor in writing
and shall transmit it to the claimant by certified mail within sixty
(60) days of any such final consideration.
SECTION TEN
AMENDMENT, MERGER, AND TERMINATION
10.1 Amendment. The Company hopes and expects to continue the Plan in effect
but assumes no contractual obligation as to the continuance of this Plan
and shall have the right for any reason to amend the Plan, in whole or
in part, at any time or from time to time or to reduce or suspend
payments to be made under the Plan or to terminate the Plan provided any
such action shall be made in accordance with the law. Except to the
extent required to permit the Plan to meet the requirements of the Code,
ERISA, or the requirements of governmental authority, no such action by
the Company shall affect adversely in any way any rights theretofore
acquired under the Plan by Participants.
10.2 Merger of Plans. In the case of any merger or consolidation of this Plan
and/or the Trust Fund with, or transfer of the assets or liabilities of
the Plan and/or Trust Fund to, any other plan at any time after
September 2, 1974, the terms of such merger, consolidation, or transfer
shall be such that each Participant would receive (in the event of
termination of this Plan or its successor immediately thereafter) a
benefit which is no less than he would have received in the event of
termination of this Plan immediately before such merger, consolidation,
or transfer.
10.3 Termination of the Plan. In the event of termination or partial
termination of the Plan, the rights of all affected Participants to
benefits accrued to the date of such termination or partial termination
to the extent then funded or guaranteed by the Pension Benefit Guaranty
Corporation, shall be nonforfeitable, and upon the occurrence of such
event, the assets of the Trust Fund shall be allocated among the
Participants and their beneficiaries in accordance with the law, but not
beyond the value of their accrued benefits. Benefits of missing
Participants shall be treated in the manner proscribed by Section 4050
of ERISA.
53
10.4 Return of Contributions of the Company.
(a) Notwithstanding Section 11.5 (Company to Have No Interest in the
Plan Assets), in the case of an excess contribution may by
reason of:
(1) a good faith mistake of fact, or
(2) a good faith mistake in determining the deductibility of
a contribution, resulting in a disallowance of a
deduction,
the excess contribution, as determined in Section 10.4(b), may
be returned to the Company within one year after the date of
payment, or in the case of a disallowed contribution, the date
of disallowance.
(b) The amount of the excess contribution for purposes of Section
10.4(a) shall be lesser of:
(1) the excess of the amount contributed over the amount
that would have been contributed had there not occurred
a mistake of fact or a mistake in determining the
deduction, or
(2) the amount determined in (1) above, less any losses
attributable thereto.
(c) After the allocation of the Trust Fund as provided under Section
10.3 (Termination of the Plan) and after satisfaction of all
fixed and contingent liabilities under the Plan, any part of the
Trust Fund remaining shall revert to the Company.
SECTION 11
MISCELLANEOUS
11.1 Rights Determined by the Terms of this Plan. The plan hereby created is
purely voluntary on the part of the Company. The Trust Fund shall be the
sole source of all pensions or other benefits provided under this Plan
and under no circumstances shall the Company be liable or responsible
therefor.
Neither the establishment of this Plan nor any provision of this Plan
shall give a Participant the right to be retained in the services of the
Company, and all Participants shall remain subject to be discharged to
the same extent as if this Plan had never been executed.
11.2 Restrictions on Alienation. The extent permitted by law, none of the
benefits, payments or proceeds of any contract arising out of or by
virtue of this Plan shall be subject to any claim of, or any legal
process by, a creditor of a Participant or any beneficiary, and neither
the Participant nor any beneficiary shall have any right to anticipate,
alienate, encumber or assign any of the benefits or payments or proceeds
or avails of any contracts, or any benefits arising out of or by virtue
of this Plan other than pursuant to a Qualified Domestic Relations Order
pursuant to Section 414(p) of the Code.
11.3 Headings and Gender for Convenience Only. The headings and subheadings
in this Plan are reserved for convenience and reference only and are not
to be used construing this Plan or any provision thereof. The masculine
pronoun wherever used shall include the feminine pronoun and the single
shall include the plural unless the context clearly indicates otherwise.
11.4 Applicable Laws. This Plan and every provision thereof shall be
construed and its validity determined in accordance with the law of the
State of New York and any applicable federal laws.
11.5 Company to Have No Interest in the Plan Assets. No part of the Plan
assets shall under any circumstances be paid to or for the use of the
Company or returned to the Company except in the case of actuarial
error, and then only upon the termination of the Plan.
11.6 This Section 11.6 shall restrict distributions made on or after January
1, 1992. It is intended to satisfy Treasury Regulations Section
1.401(a)(4)-5(b), and shall not be construed in a manner that would
impose limitations that are more stringent than those required by such
Section. In the event that Congress should provide by statute, or the
United States Treasury Department or the Internal Revenue Service should
provide by regulation or ruling, that the foregoing restrictions are no
longer necessary for the Plan to meet the requirements of Section 401(a)
of the Code or other applicable provisions of the Code then in effect,
such restrictions shall become void and shall no longer apply, without
the necessity of further amendment to the Plan.
In the event of termination of the Plan, the benefit of any highly
compensated employees (and any highly compensated former employees),
within the meaning of Section 414(q) of the Code, is limited to a
benefit that is nondiscriminatory under Section 401(a)(4) of the Code.
Except as provided in paragraph (c)(3), below, benefits are restricted
to an amount equal in each year to the payments that would be made on
behalf of the employee under a straight life annuity that is the
actuarial equivalent of the accrued benefit and other benefits to which
the employee is entitled under the Plan (other than a social security
supplement) plus the amount of the payments that the employee is
entitled to receive under a social security supplement.
The restrictions in the above paragraph do not apply, however, if: (1)
after payment to any employee described in this Section 11.6 of all
benefits payable to the employee under the Plan, the value of plan
assets equals or exceeds 110 percent of the value of current
liabilities, as defined in Section 412(l)(7) of the Code; (2) the value
of the benefits payable to the employee under the Plan for an employee
described in this Section 11.6 is
less than one percent of the value of current liabilities before
distribution; or (3) the value of the benefits payable to the employee
under the Plan for an employee described in this Section 11.6 does not
exceed the amount described in Section 411(a)(11)(A) of the Code.
SECTION 12
TOP-HEAVY PLAN REQUIREMENTS
12.1 Additional Requirements.
(a) The additional requirements under this Section Twelve will be
applicable in a Plan Year of this Plan beginning on or after
January 1, 1984, if, as of the determination date of this Plan
for such Plan Year, the ratio of the value of the benefits for
key employees to the value of benefits for all employee is more
than 60.
(b) In determining the present value of accrued benefits for key
employees or for all employees under a defined benefit plan of
the Company, the present value will be determined as of the
valuation date for such plan falling within the 12 month period
- ending on the determination date for such plan. For purposes
of this Section Twelve, in determining the present value of the
accrued benefit of any employee under a plan or the amount of
the account of any employee under a plan, such present value or
amount shall be increased by the aggregate distributions with
respect to such Employee under the plan during the five-year
period ending on the determination date. The actuarial
assumptions used in determining such present values shall be the
same as those used by this Plan for purposes of the minimum
funding standards under Code Section 412, except that no
assumption as to future withdrawal or future salary increases
shall be used.
12.2 Additional Vesting Requirements. If the additional requirements under
this section Twelve are applicable, as provided in Section 12.1,
notwithstanding any other provision of this Plan, a Participant who
terminates employment for any reason other than death or retirement or
transfer under the Plan shall have a nonforfeitable right to the
percentage of the benefit accrued under this Plan derived from the
Company's contribution that is set forth in the following table:
Year of Service Percentage
of Benefit
---------------- ------------- ------------------
2 20
3 40
4 60
5 or more 100
12.3 Minimum Benefits. If the additional requirements under this Section
Twelve are applicable, as provided in Section 12.1, the benefits of the
Participant who is otherwise eligible for benefits of this Plan and who
is not a key employee shall not be less than the Participant's minimum
benefit. Such minimum benefit shall be the equivalent of a single life
annuity commencing at age 65 determined by multiplying such
Participant's minimum benefit compensation by the lesser of (a) two
percent times the Participant's Vesting Service after December 31, 1983
during each Plan Year in which additional requirements of this Section
Twelve apply, or (b) 20 percent.
12.4 Compensation Taken Into Account. In any Plan Year to which this Section
Twelve applies, not more than $200,000 of the annual compensation of any
Employee under this Plan shall be taken into account for any purpose.
Such amount shall be adjusted for increases in the cost of living in
accordance with guidelines published by the Department of the Treasury
under Code section 416(d) (2).
12.5 Additional Limitations on Contributions and Benefits. If the additional
requirements under Section Twelve are applicable, as provided in Section
12.1, then, notwithstanding any other provision of this Plan, the
maximum dollar limit considered in the denominator of the fractions
described in Section 415(e) of the Code shall be multiplied by 1.0,
rather than 1.25; provided, however, that if the minimum benefit of
Section 12.3 is adjusted for any Plan Year in which the additional
requirements of this Section Twelve apply, by substituting "three
percent" for "two percent" and "30 percent" for "20 percent", then the
maximum dollar limit considered in the denominator of the fractions
described in Section 415(e) of the Code for such year shall be
multiplied by 1.25.
12.6 Definitions. For purposes of this Section Twelve, the following
definitions and rules of interpretation shall apply:
(a) "determination date" for a given plan year shall mean the last
day of the plan preceding such plan year, or in the case of the
first plan year of a plan, the last day of such plan year.
(b) "key employee" shall mean a Participant or former Participant
who is, at any time during the current Plan Year, or has been
during any of the four preceding Plan Years:
(1) an officer of the Company whose annual compensation (as
defined in Section 5.6(b) (6)) exceeds 150% of the
dollar amount specified in Code Section 415(c) (1) (A),
as adjusted;
(2) one of the 10 employees of the Company owning the
largest interests in the Company and whose annual
compensation (as defined in Section 5.6(b)(6)) exceeds
the dollar amount specified in Code Section 415(c)(1)
(A), as adjusted;
(3) a five percent owner of the Company; or
(4) a one percent owner of the Company having annual
compensation (as defined in Section 5.6(b)(6)) of more
than $150,000. For purposes of this definition, no more
than the lesser of (A) 50 employees or (B) the greater
of 10 percent of employees or three such employees shall
be treated as officers.
(c) "value of benefits for key employee" shall mean the sum of (1)
the present value of accrued benefits for key employees under
this Plan, and, if applicable, (2) if key employees participate
in one or more other plans of the Company that qualify
under Code Section 401(a), the sum of the present value of the
accrued benefits for key employees under each such plan that is
a defined benefit plan and the aggregate of accounts for key
employees under each such plan that is a defined contribution
plan, and, if applicable, (3) if the Company maintains one or
more other plans that qualify under Code Section 401(a) which
enable a plan in which a key employee participates to meet the
requirements of Code Section 401(a) (4) or 410, the sum of the
present value of the accrued benefits for key employees under
each such plan that is a defined benefit plan and the aggregate
of accounts for key employees under each such plan that is a
defined contribution plan. For purposes of (2) and (3) in the
preceding sentence, the present value of the accrued benefits
and the aggregate of accounts for key employees are considered
separately for each plan as of the determination date for such
plan falling within the same calendar year as the determination
date for this Plan. For purposes of this Section 12.6(c), the
value of benefits of any key employee who has not received
compensation from the Company during the current Plan Year or
any of the four preceding Plan Years will not be taken into
account.
(d) "value of benefits for all employees" for a given Plan Year of
the Plan shall mean the sum of (1) the present value of accrued
benefits for all employees under this Plan, and, if applicable,
(2) if key employees participate in one or more other plan of
the Company that qualify under Code section 401(a), the sum of
the present value of the accrued benefits for all employees
under each such plan that is a defined benefit plan and the
aggregate of accounts for all employees under each such plan
that is a defined contribution plan, and, if applicable, (3) if
the Company maintains one or more other plans that qualify under
Code Section 401(a) which enable a plan in which a key employee
participates to meet the requirements of Code Section 401(a) (4)
or 410, the sum of the present value of accrued benefits for all
employees under each such plan that is a defined benefit plan
and the aggregate of accounts for all employees under each such
plan that is a defined contribution plan. For purposes of (2)
and (3) in the preceding sentence, the present value of the
accrued benefits for all employees and the aggregate of
accounts for all employees are considered separately for each
plan as of the determination date for such plan falling within
the same calendar year as the determination date for this Plan.
For purposes of this Section 12.6(d), (1) the value of benefits
for any employee who is not a key employee as of the current
Plan Year but was a key employee as of a prior Plan Year will
not be taken into account; and (2) the value of benefits of any
employee who has not received compensation from the Company
during the current Plan Year or any of the four preceding Plan
Years will not be taken into account.
(e) "minimum benefit compensation" shall mean the Participant's
average compensation for the five consecutive years of Vesting
Service for which the Participant's annual compensation (as
defined in Section 5.6(b) (6)) was highest. If the Participant's
number of such consecutive years of Vesting Service is less than
five, the Participant's minimum benefit compensation shall be
based on the Participant's consecutive years of Vesting Service.
For purposes of this Section 12.6(e), years of Vesting Service
shall be considered only if such years were (1) completed after
December 31, 1983 and (2) begun during a Plan Year to which this
Section Twelve applies.
IN WITNESS WHEREOF, the foregoing Amendment and Restatement having been duly
adopted by the Board of Directors, Agrilink Foods, Inc. has caused this
instrument to be executed in its name and its corporate seal to be affixed this
4th day of February, 2002.
AGRILINK FOODS, INC.
By: Lois Warlick-Jarvie
--------------------
ATTEST:
Karen A. Babey
- --------------
Schedule A
AGRILINK FOODS
MASTER SALARIED RETIREMENT PLAN
A.1. Covered Employees. The provisions of Schedule A shall apply in
determining the amount of benefits under the Career Average Benefit
formula set forth in Section 5.1(a) for the period between an Employee's
Employment Commencement Date, or Acquisition Date if later, and December
31, 1987.
A.2. Benefit Computations.
(a) Pension benefit for service prior to April 1, 1976:
(1) The Retirement Income for service prior to April 1, 1976
shall be determined as the number of Units credited
under (2) below multiplied by $1.13 subject to the
minimum income provided in (3) below.
(2) Each Participant shall be credited with a number of
Units of Retirement Income equal to the annual amount of
Fixed Retirement Pension credited to him under the Old
Plan for service prior to June 2, 1962 or under Aetna
Life Insurance Company Group Annuity Contract GA-598.
Each Participant shall also be credited with a number of
Units of Retirement Income equal to the Fixed Retirement
Income credited to him for his years of Participating
Prior Service divided by $1.20. For each Plan Year
commencing after March 31, 1971 and prior to April 1,
1976, each Participant shall be credited with an
additional number of Units of Retirement Income equal to
the amount of Fixed Retirement Income credited to him
for such Plan Year divided by the value of one Unit at
the end of such Plan Year.
(3) Each Participant shall be credited with an annual amount
of Fixed Retirement Income equal to the annual amount of
Fixed Retirement Pension credited to him under the Old
Plan for service prior to June 2, 1962 or under Aetna
Life Insurance Company Group Annuity Contract GA-598.
Each Participant shall also be credited with an amount
of Fixed Retirement Income equal to 1.35% of the part of
his Past Compensation which is not in excess of $4,800
plus 2% of the part of such compensation in excess of
$4,800, all multiplied by his Participating Prior
Service. For each Plan Year commencing after March 31,
1971 and prior to April 1, 1976, each Participant shall
be credited with an additional amount of Fixed
Retirement Income depending on the amount of the
Participant's employee contributions made in accordance
with the plan's contribution requirements as they
existed prior to April 1, 1976. If the Participant's
employee contributions are less than $156, the amount is
75% of contribution. If the Participant's contributions
are more than $156, the amount is 62.5% of the
contributions plus $19.50.
(b) Pension Benefit for Service on or After April 1, 1976 through
March 31, 1987: Beginning on or after April 1, 1976, the
Retirement Income credited to each Participant shall be the
amount determined as follows: For each twelve consecutive month
period beginning on April 1, 1976, the Retirement Income
accredited to such Participant shall be 1.60% of Compensation
(received during the calendar year ending on the December 31
preceding the April 1 at the beginning of the twelve-month
period) up to the Current Social Security Taxable Wage Base (as
in effect for the calendar year ending on the December 31
preceding the April 1 at the beginning of the twelve-month
period) plus 2.45% of such Compensation in excess of such
Current Social Security Taxable Wage Base.
(c) Pension Benefit for the Period From April 1, 1987 through
December 31, 1987: The sum of (1) and (2), multiplied by 0.75;
(1) 1.60% of a
Participant's Compensation for calendar year 1987 up to the
Current Social Security Taxable Wage Base for calendar year
1987, (2) 2.45% of the excess of such Compensation for calendar
year 1987 over the current Social Security Taxable Wage Base for
calendar 1987.
(d) Additional Benefit Accrual: Any Participant who retires after
June 30, 1982 who was prevented from becoming a Participant
prior to April 1, 1976 either because of the Plan's then
effective three year waiting period or because he or she
declined to contribute to the Plan, shall be credited with up to
two additional years of benefit accrual. Each such year of
benefit accrual shall be equal to 65 percent of the amount of
benefit accrued by the Participant in his first full year of
participation. The number of additional years of benefit credit
shall be determined by recalculating the Participant's
eligibility date as if he had been eligible to become a
Participant one year after employment. If such recalculation
adds two or more years of eligibility, then such Participant
shall be credited with two additional years of benefit accrual.
If such recalculation results in less than two years of
additional eligibility, then the additional years of benefit
accrual shall be equal to the additional years of eligibility.
(e) Minimum Benefit for Participants Retiring by March 31, 1976:
Notwithstanding the above, the Retirement Income for
Participants retired on or before March 31, 1976, shall not be
less than the product of the number of Units credited to the
Participant as of March 31, 1976 and $1.32.
(f) Definitions. The following definitions apply for purposes of
this Section A.2.:
(1) "Participating Prior Service" means the number of plan
years from June 2, 1962 to April 1, 1971 during which
the Employee was a Participant in the Curtice-Burns
Employees' Pension Plan.
(2) "Past Compensation" means the annual basic rate of pay
as of April 1, 1971, excluding any pay for overtime,
bonus or any other special remuneration but may not
exceed the average annual amount of compensation
received during the five consecutive years of Vesting
Service during which such average was the highest.
(3) "Old Plan" means the Curtice-Burns Employees' Pension
Plan, effective as of June 2, 1962 and as amended.