Exhibit 10(n)
THE ADVEST GROUP, INC.
NONQUALIFIED EXECUTIVE
POST-EMPLOYMENT
INCOME PLAN
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Annual Benefit" . . . . . . . . . . . . . . . . . . . . 1
1.2 "Authorized Leave" . . . . . . . . . . . . . . . . . . . 1
1.3 "Average Earnings" . . . . . . . . . . . . . . . . . . . 1
1.4 "Beneficiary". . . . . . . . . . . . . . . . . . . . . . 1
1.5 "Board of Directors" . . . . . . . . . . . . . . . . . . 1
1.6 "Change of Control". . . . . . . . . . . . . . . . . . . 1
1.7 "Commencement Date". . . . . . . . . . . . . . . . . . . 1
1.8 "Committee". . . . . . . . . . . . . . . . . . . . . . . 1
1.9 "Company". . . . . . . . . . . . . . . . . . . . . . . . 2
1.10 "Compensation". . . . . . . . . . . . . . . . . . . . . 2
1.11 "Fiscal Year" . . . . . . . . . . . . . . . . . . . . . 2
1.12 "Participant" . . . . . . . . . . . . . . . . . . . . . 2
1.13 "Permanent Disability". . . . . . . . . . . . . . . . . 2
1.14 "Plan". . . . . . . . . . . . . . . . . . . . . . . . . 2
1.15 "Retirement Plan Offset". . . . . . . . . . . . . . . . 2
1.16 "Social Security Offset". . . . . . . . . . . . . . . . 3
ARTICLE II
ELIGIBILITY TO PARTICIPATE. . . . . . . . . . . . . . . . . . 3
2.1 Eligibility. . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III
BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 Determination of Commencement Date . . . . . . . . . . . 3
3.2 Annual Benefit . . . . . . . . . . . . . . . . . . . . . 4
3.3 Forfeiture of Benefits . . . . . . . . . . . . . . . . . 4
3.4 Deductions of Taxes from Amounts Payable . . . . . . . . 5
3.5 Facility of Payment. . . . . . . . . . . . . . . . . . . 5
ARTICLE IV
ACCOUNTING AND FUNDING. . . . . . . . . . . . . . . . . . . . 5
4.1 Book Reserve . . . . . . . . . . . . . . . . . . . . . . 5
4.2 Nonalienation of Payment . . . . . . . . . . . . . . . . 5
4.3 Source of Payment. . . . . . . . . . . . . . . . . . . . 6
4.4 Further Provisions . . . . . . . . . . . . . . . . . . . 6
ARTICLE V
AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . 6
5.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . 6
5.2 Plan Termination . . . . . . . . . . . . . . . . . . . . 6
ARTICLE VI
ADMINISTRATION OF THE PLAN. . . . . . . . . . . . . . . . . . 7
6.1 Appointment of Committee; Authority and Responsibility . 7
6.2 Committee Duties . . . . . . . . . . . . . . . . . . . . 7
6.3 Records. . . . . . . . . . . . . . . . . . . . . . . . . 8
6.4 Committee Decisions Final. . . . . . . . . . . . . . . . 8
6.5 Committee as Agent . . . . . . . . . . . . . . . . . . . 8
6.6 Plan Expenses. . . . . . . . . . . . . . . . . . . . . . 8
6.7 Correction of Error. . . . . . . . . . . . . . . . . . . 8
6.8 Allocations and Delegations of Responsibility. . . . . . 8
31
ARTICLE VII
BENEFICIARY; UNCLAIMED BENEFITS . . . . . . . . . . . . . . . 9
7.1 Designation of Beneficiary . . . . . . . . . . . . . . . 9
7.2 Unclaimed Benefit. . . . . . . . . . . . . . . . . . . . 9
ARTICLE VIII
MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . .10
8.1 Merger . . . . . . . . . . . . . . . . . . . . . . . . .10
8.2 Liquidation. . . . . . . . . . . . . . . . . . . . . . .10
8.3 Indemnification. . . . . . . . . . . . . . . . . . . . .10
8.4 Contract of Employment . . . . . . . . . . . . . . . . .10
8.5 Disclosure . . . . . . . . . . . . . . . . . . . . . . .10
8.6 Headings . . . . . . . . . . . . . . . . . . . . . . . .10
8.7 Invalidity of Certain Provisions . . . . . . . . . . . .10
8.8 Law Governing. . . . . . . . . . . . . . . . . . . . . .11
8.9 Limitation on Liability. . . . . . . . . . . . . . . . .11
8.10 Gender. . . . . . . . . . . . . . . . . . . . . . . . .11
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THE ADVEST GROUP, INC.
NONQUALIFIED EXECUTIVE
POST-EMPLOYMENT
INCOME PLAN
The Advest Group, Inc. hereby establishes the Nonqualified Executive
Post-Employment Income Plan, effective October 1, 1993, for a select group of
highly compensated senior executives. The purpose of this Plan is to ensure
that the overall effectiveness of the Company's compensation program will
attract, retain and motivate qualified senior executives.
ARTICLE I
DEFINITIONS
When used herein, each of the following terms shall have the meaning set
forth below, unless the context clearly indicates otherwise:
1.1 "Annual Benefit" has the meaning set forth in Section 3.2.
1.2 "Authorized Leave" means an absence, with or without compensation,
authorized by the Company under its standard personnel practices, provided the
Participant returns to employment with the Company within the period specified
for the absence. The Committee shall also have the discretion to designate any
absence not described as an Authorized Leave by the first sentence of this
Section 1.2 as an Authorized Leave in any individual case.
1.3 "Average Earnings" for any Participant means the average
Compensation of the Participant during the three consecutive Fiscal Years of
the last 10 Fiscal Years during which the Participant had the highest
Compensation.
1.4 "Beneficiary" means the individual designated by the Participant to
receive benefits payable under this Plan in the event of the Participant's
death.
1.5 "Board of Directors" means the Board of Directors of the Company or
the Executive Committee of such Board.
1.6 "Change of Control" means a transfer or sale of substantially all of
the assets of the Company or merger or consolidation of the Company or Advest,
Inc. into or with any other corporation or entity that occurs after October 1,
1993 provided either (a) the other corporation or entity is engaged in the
retail securities brokerage business at the date of the transaction and such
transaction results in the Company or Advest, Inc. not surviving such merger or
consolidation or (b) a substantial change in the senior management of the
Company occurs within six months as a result of the transaction.
1.7 "Commencement Date" has the meaning set forth in Section 3.1.
1.8 "Committee" means an administrative committee designated to
administer this Plan in accordance with Article VI.
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Nonqualified Executive Post-Employment Income Plan Page 2
1.9 "Company" means The Advest Group, Inc. and any successor thereto by
merger, consolidation, purchase or otherwise.
1.10 "Compensation" for any Participant for any year means the sum of
all base pay paid to the Participant during the year, including any salary
deferrals under a plan intended to meet the requirements of either Section
401(k) or Section 125 of the Internal Revenue Code.
1.11 "Fiscal Year" means each 12-month period ended September 30th,
without regard to whether such period actually constitutes the fiscal year of
the Company at any time.
1.12 "Participant" means any employee of the Company (or any affiliated
corporation) who meets the eligibility requirements of Article II.
1.13 "Permanent Disability" means a mental or physical condition which
renders a Participant permanently unable to or incompetent to engage in any
substantial gainful activity.
1.14 "Plan" means this Advest Group, Inc. Nonqualified Executive Post-
Employment Income Plan.
1.15 "Retirement Plan Offset" at a specified date for any Participant
shall equal the Projected Annuity Benefit of the sum of Employer-Contributed
Plan Assets and the Accrued Benefit of the Participant on such date. For
purposes of such computation:
(a) the "Employer-Contributed Plan Assets" of a Participant on a
specified date shall equal the sum of
(i) the actual Advest Thrift Plan account balance of the
Participant on January 1, 1993 attributable to prior balances
in the predecessor Employees' Retirement Plan and Employee
Stock Ownership Plan of the Company,
(ii) all Company contributions to Company tax-qualified retirement
plans on behalf of the Participant which would have been made
after January 1, 1993 had the Participant contributed the
maximum allowable amount (but excluding contributions made as
a reduction of the Participant's compensation), and
(iii)projected earnings computed on each October 1st by applying
the 30-year treasury bond yield rate in effect on the
preceding October 1st to the aggregate of all account
balances, contributions or projected earnings accrued under
clause (a)(i), (a)(ii) or a(iii) prior to that October 1st.
(b) the "Accrued Benefit" of a Participant on a specified date shall
have the meaning set forth in the Advest, Inc. Account Executive
Nonqualified Defined Benefit Plan.
(c) the "Projected Annuity Benefit" of an amount on a specified date
shall equal the annual benefit if such amount is paid in the form
of a 10-year certain annuity
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Nonqualified Executive Post-Employment Income Plan Page 3
paying benefits at the end of each year, calculated using an
interest rate equal to the treasury bond yield rate in effect on
such date.
1.16 "Social Security Offset" at a specified date for any Participant
means one half of the estimated, unreduced annual primary old age insurance
amount which the Participant would be entitled to receive commencing on the
first day of the month next following his 65th birthday (or later date at which
primary old age insurance benefits commence) under the Social Security Act in
effect at such date. This amount shall not be affected by any amendment to
said Act after such time. If the Participant's retirement, disability or death
occurs prior to the date old age insurance benefits commence, the Social
Security Benefit will be determined on the assumption that the Participant
would have been credited with the maximum Social Security wages each year until
such time as primary old age insurance benefits commence.
1.17 "Target Percentage" for any Participant, means the sum of:
(a) 1% multiplied by the number of Fiscal Years or fractions of a
Fiscal Year during which the Participant has been employed by the
Company or any subsidiary of the Company from January 1, 1977
through September 30, 1993; plus
(b) 1.5% multiplied by the number of Fiscal Years or fractions of a
Fiscal Year during which the Participant has been employed by the
Company or any subsidiary of the Company from October 1, 1993
through the day preceding such Participant's Commencement Date.
ARTICLE II
ELIGIBILITY TO PARTICIPATE
2.1 Eligibility. A senior executive employee of the Company or any
affiliated corporation is eligible to become a Participant in the Plan;
provided such employee is designated as a Participant by the Board of Directors
or the Stock Option and Compensation Committee or equivalent committee of the
Board of Directors. Once an employee becomes a Participant, such employee
shall remain a Participant until termination of employment with the Company and
thereafter until all benefits, if any, to which such employee or such
employee's Beneficiary is entitled under the plan have been paid.
ARTICLE III
BENEFITS
3.1 Determination of Commencement Date. Each Participant (or such
Participant's Beneficiary) shall begin to receive Annual Benefits commencing on
the first October 1st (referred to herein as the Participant's "Commencement
Date") coincident with or next following:
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Nonqualified Executive Post-Employment Income Plan Page 4
(a) Normal Retirement -- the retirement of the Participant on or after
the Participant's 65th birthday, provided that the Participant has
been employed by the Company (or its affiliated corporations) for
at least five years;
(b) Early Retirement -- the retirement of the Participant after
Participant's 55th birthday, provided that either (i) the
Participant has been employed by the Company (or its affiliated
corporations) for at least five years after October 1, 1993 or (ii)
such retirement occurred more than 9 months, but not more than 24
months, following a Change of Control;
(c) Permanent Disability -- the Permanent Disability of the
Participant; or
(d) Death -- the death of the Participant.
3.2 Annual Benefit. The "Annual Benefit" for any Participant shall be
determined as of the applicable Commencement Date (or as of the Plan
termination date, in the case of a termination of the Plan pursuant to Section
5.2) and shall equal the product of the Participant's Target Percentage and
Average Earnings, reduced by the Retirement Plan Offset and Social Security
Offset. Subject to the forfeiture provisions set forth in Section 3.3, on or
promptly after the Commencement Date and October 1 of each of the next nine
years, the Company shall pay the Annual Benefit to the Participant or the
Participant's Beneficiary.
3.3 Forfeiture of Benefits. Notwithstanding any other provisions of
this Plan to the contrary, all payments of benefits to any Participant or
Beneficiary shall be discontinued and forfeited, and the Company will have no
further obligation under the Plan to such Participant or Beneficiary, if any of
the following events occurs:
(a) Early Termination. The Participant's service with the Company is
terminated for any reason before the occurrence of an event listed
in clauses (a), (b), (c) or (d) of Section 3.1;
(b) For Cause. The Participant is terminated at any time from
employment with the Company (or its affiliated corporations) for
cause or the Participant commits actions which would have
constituted a basis for termination for cause during the
Participant's employment and such actions are discovered by the
Company at any time prior to the Participant's death. For purpose
of this Plan, "cause" shall be deemed to include any act of
dishonesty or fraud, gross negligence, gross insubordination or
willful or reckless conduct detrimental to the business of the
Company (or its affiliated corporations).
(c) Solicitation of Employees or Clients. The Participant requests,
induces or otherwise solicits or attempts to influence any employee
of the Company (or its affiliated corporations) to leave such
employment, or the Participant requests, induces or attempts to
influence any client of the Company (or its affiliated
corporations) to curtail or cancel any business they may transact
or propose to transact with the Company or (such affiliated
corporation).
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Nonqualified Executive Post-Employment Income Plan Page 5
(d) Confidential Information. The Participant directly or indirectly
divulges, furnishes, uses, publishes or makes accessible to any
person or entity any information of the Company, its affiliated
corporation or its clients which is confidential, secret,
proprietary or otherwise not generally known in the industry,
including but not limited to client lists and records.
(e) Employment with Securities Brokerage Firm. The Participant is
employed by a firm engaging in securities brokerage following
termination of employment with the Company (or its affiliated
corporations), unless such termination of employment occurred more
than 9 months, but not more than 24 months, following a Change of
Control.
Absence from the Company on an Authorized Leave shall not be deemed to be
a termination for purposes of this Section 3.3. The Committee shall have sole
and unlimited discretion with respect to the application of the provisions of
this Section and such exercise of discretion shall be conclusive and binding
upon the Participant, the Beneficiary and all other persons.
3.4 Deductions of Taxes from Amounts Payable. The Company may deduct
from the amounts to be paid to any Participant under the Plan such amounts as
the Company, in its sole discretion, deems proper to protect against liability
for the payment of death, succession, inheritance, income, employment or other
taxes, and out of the money so deducted the Company may discharge any such
liability and pay the amount remaining to the Participant or the Participant's
estate, as the case may be.
3.5 Facility of Payment. If a Participant or Beneficiary is declared an
incompetent or is a minor and a conservator, guardian or other person legally
charged with the Participant's care has been appointed, any benefits to which
such Participant or Beneficiary is entitled shall be payable to such
co-executor, guardian or other person legally charged with the Participant's
care. The decision of the Committee in such matters shall be final, binding
and conclusive upon the Company and upon each Participant, Beneficiary, and
every other person or party interested or concerned. Neither the Company nor
the Committee shall be under any duty to see to the proper application of such
payments.
ARTICLE IV
ACCOUNTING AND FUNDING
4.1 Book Reserve. The Company shall credit to a book reserve those
amounts provided for in this Plan for each Participant.
4.2 Nonalienation of Payment. This Plan shall be binding upon and inure
to the benefit of the Company, its successors and assigns and the Participant
and the Participant's heirs, executors, administrators and legal
representatives. Except as permitted by the preceding sentence, benefits
payable under the Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and
shall to the extent permissible be exempt from garnishment, execution or levy
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Nonqualified Executive Post-Employment Income Plan Page 6
of any kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a spouse, former
spouse or children of the Participant, or for any other relative of a
Participant prior to actually being received by the person entitled to the
benefit under the terms of the Plan; any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, charge, garnish, execute or levy upon, or
otherwise dispose of any right to benefits payable hereunder, shall be void.
The Company shall not in any manner be liable for, or subject to the debts,
contracts, liabilities, engagements or torts of any person entitled to benefits
hereunder.
4.3 Source of Payment. All payments under this Plan shall be from the
general funds of the Company and no special or separate fund shall be
established and no other segregation or assets shall be made to assure payment;
provided, that the Company may establish a revocable or irrevocable trust for
the purposes of paying Benefits under the Plan. The establishment of a
revocable trust shall not require the Company to fund such trust nor shall the
Company be prevented from accessing amounts in such trust for any purpose it
deems appropriate. In no event shall any arrangement be established that would
cause the Plan to be considered "funded" under federal or state income tax
rules. No Participant shall have any right, title, or interest whatever in or
to any such trust or any investments which the Company may make to aid the
Company in meeting its obligations hereunder. Nothing contained in this Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind or a fiduciary relationship between the Company and
any Participant. To the extent that any person acquires a right to receive
payments from the Company hereunder, such right shall be no greater than the
right of an unsecured creditor of the Company. Nothing contained in the Plan
shall constitute a representation or warranty by the Company or any other
entity or person that the assets of the Company are or will be sufficient to
pay any Benefit hereunder.
4.4 Further Provisions. Nothing contained herein shall be deemed to
exclude the Participant from any supplemental compensation, bonus, pension,
insurance, severance pay or other benefit to which otherwise such Participant
might become entitled as an employee of the Company.
ARTICLE V
AMENDMENT AND TERMINATION
5.1 Amendments. The Board of Directors may amend, modify, change,
revise or discontinue this Plan by amendment at any time, provided, however,
that (a) no amendment shall increase the duties or liabilities of the Board of
Directors or the Committee without written consent of each member and (b) no
amendment shall be made without the written consent of a Participant if the
effect of such amendment would reduce a Participant's Benefit to the extent
accrued as of the date of the amendment. Nothing in the preceding sentence
shall limit or restrict the Committee's right to amend the Plan so as to affect
the manner, mode, form or timing of distributions hereunder.
5.2 Plan Termination. It is the expectation of the Company that it will
continue the Plan indefinitely, but the continuation of the Plan is not assumed
as a contractual obligation of the Company; and the right is reserved by the
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Nonqualified Executive Post-Employment Income Plan Page 7
Company at any time to discontinue this Plan. This Plan may be terminated by
the Board of Directors at any time, when in its judgment, business, financial
or other good causes make such termination necessary or appropriate; such
termination to become effective upon the delivery of notice by the Board of
Directors or the Committee to the Participants. Upon any such termination,
each Participant on the termination date shall become vested in his Annual
Benefit as of the termination date. Such Annual Benefit shall be calculated
based upon the Participant's Target Percentage, Average Earnings, 401(k) Offset
and Social Security Offset as of the Plan termination date. Payment of a
Participant's Annual Benefit shall commence on the date for commencement of
Annual Benefits set forth under Section 3.1 and be payable in accordance with
Sections 3.2 and 3.3. This Plan shall terminate automatically when there shall
be no Participants and no claims to Benefits hereunder.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1 Appointment of Committee; Authority and Responsibility. The Board
of Directors shall appoint the members of a Committee, which members shall hold
office at the pleasure of the Board. Said Committee shall consist of not less
than three 3 nor more than 8 members, any one or more of whom may, but need
not, be an officer of the Company. If there is at any time a vacancy on the
Committee for any reason, the Board shall fill such vacancy, but the Committee
may act notwithstanding the existence of vacancies as long as there shall
continue to be at least two members of the Committee. The Committee shall
select a Chairman from among its members. The Committee shall have overall
responsibility for the administration and operation of the Plan. The Committee
will have all powers as may be necessary to discharge its duties hereunder.
6.2 Committee Duties. The Committee, on behalf of the Participants and
all other Beneficiaries of the Plan will administer and operate the Plan in
accordance with the terms of the Plan and will have all powers necessary to
accomplish that purpose, including, but not limited to, the following:
(a) To issue rules and regulations necessary for the proper conduct and
administration of the Plan and to change, alter, or amend such
rules and regulations;
(b) To construe this Plan;
(c) To determine all questions arising in the administration of this
Plan, including those relating to the eligibility of persons to
become Participants as according to Article II and the rights of
Participants and their Beneficiaries to receive Benefits under
Article III, and its decision thereon shall be final and binding
upon all persons hereunder;
(d) To authorize all disbursements of Benefits in accordance with the
provisions of the Plan including acceleration of payments in the
event of death;
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Nonqualified Executive Post-Employment Income Plan Page 8
(e) To oversee the retention of records relating to Participants and
other matters applicable to this Plan;
(f) To make available to Participants and Beneficiaries upon request,
for examination during business hours, such records as pertain
exclusively to the examining Participant;
(g) To prescribe procedures to be followed by Participants and
Beneficiaries in claiming Benefits;
(h) To make available for inspection and to provide upon request at
such charge as may be permitted and determined by the Company, such
documents and instruments, if any, as may be required to be
disclosed by the Employee Retirement Income Security Act of 1974,
as amended;
(i) To prescribe and adopt the use of necessary forms;
(j) To appoint such agents and other specialists to aid it in the
administration of the Plan as it deems necessary; and
(k) To make periodic reports on the operation and administration of the
Plan to the Board of Directors as may be required in any articles
of incorporation, charter, or by-laws pertaining to the Company.
6.3 Records. The regularly kept records of the Committee and the
Company shall be conclusive evidence as to all matters contained therein
applicable to this Plan.
6.4 Committee Decisions Final. The decision of the Committee in matters
within its jurisdiction shall be final, binding, and conclusive upon the
Company, Participants, Beneficiaries and any other person or party interested
or concerned.
6.5 Committee as Agent. The Committee shall act as agent for the
Company in the administration of the Plan.
6.6 Plan Expenses. All clerical, legal and other expenses of the Plan
shall be paid by the Company.
6.7 Correction of Error. In the event of an error in the adjustment of
a Participant's benefit, the Committee will correct such error by crediting or
charging the adjustment required to make such correction to or against unpaid
amounts.
6.8 Allocations and Delegations of Responsibility.
(a) Delegations. The Committee shall have the authority to delegate,
from time to time, all or any part of its responsibilities under
the Plan to such person or persons as it may deem advisable and in
the same manner to revoke any such delegation or responsibility.
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Nonqualified Executive Post-Employment Income Plan Page 9
Any action of the delegate in the exercise of such delegated
responsibilities shall have the same force and effect for all
purposes herein as if such action had been taken by the Committee.
The Board of Directors or the Committee shall not be liable for any
acts or omission of any such delegate. The delegate shall report
periodically to the Committee concerning the discharge of the
delegated responsibilities.
(b) Allocations. The Committee shall have the authority to allocate,
from time to time, all or any part of its responsibilities under
the Plan to one or more of its members as it may deem advisable,
and in the same manner to revoke such allocation of
responsibilities. Any action of the member to whom
responsibilities are allocated in the exercise of such allocated
responsibilities shall have the same force and effect for all
purposes hereunder as if such action had been taken by the
Committee. The Board of Directors or the Committee shall not be
liable for any acts or omissions of such member. The member to
whom responsibilities have been allocated shall report periodically
to the Committee concerning the discharge of the allocated
responsibilities.
(c) Limit on Liability. Duties and responsibilities which are carried
out in good faith by the Committee hereunder or which have been
allocated or delegated pursuant to the terms of the Plan or
Subsections (a) or (b) of this Section 6.8 shall not create any
liability of the Company, Board of Directors, or Committee, or any
member thereof.
ARTICLE VII
BENEFICIARY; UNCLAIMED BENEFITS
7.1. Designation of Beneficiary. The Beneficiary or Beneficiaries
entitled to any payments under Article III will be designated by the
Participant on a form provided by the Committee. The Participant may change
such designation of Beneficiary or Beneficiaries from time to time by filing a
new beneficiary designation form with the Committee. No designation of
Beneficiary or change of Beneficiary shall be effective until filed with the
Committee. If more than one Beneficiary shall be designated, the Beneficiaries
shall share any distribution on a pro rata basis unless otherwise stated. In
absence of any such designation under this Plan the individual designated as
beneficiary by the Participant to receive benefits payable in event of the
Participant's death under the Advest Thrift Plan shall be deemed to be the
Beneficiary. If a Participant shall fail to file a valid beneficiary
designation form under this Plan or the Advest Thrift Plan, or if all persons
designated on the beneficiary form shall have predeceased the Participant, the
Company shall distribute the value of such Participant's Account in one single
sum to the Participant's estate.
7.2 Unclaimed Benefit. Each Participant shall keep the Committee
informed of the Participant's current address and the current address of the
Participant's Beneficiary. The Committee shall not be obligated to search for
the whereabouts of any person. If the location of a Participant is not made
known to the Committee within three years after the date on which any payment
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Nonqualified Executive Post-Employment Income Plan Page 10
of the Participant's Benefit may be made, payment may be made as though the
Participant had died at the end of the three-year period. If, within one
additional year after such three-year period has elapsed, or, within three
years after the actual death of a Participant, the Committee is unable to
locate any Beneficiary of the Participant, then the Company shall have no
further obligation to pay any Benefit hereunder to such Participant or
Beneficiary or any other person and such benefit shall be irrevocably
forfeited.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.1 Merger. Any successor corporation to the Company, by merger,
consolidation, purchase or otherwise, shall be substituted hereunder for the
Company. This Plan shall be binding on all successors to and assigns of the
Company; provided, that said successors or assigns may terminate the Plan in
accordance with the provisions hereof.
8.2 Liquidation. In the event that the Company is liquidated, pursuant
to a transaction whereby no successor corporation assumes the assets and
liabilities of the Company, the present value of the Participant's Benefit
shall be paid to the Participant, or to the Participant's Beneficiary, in one
single sum.
8.3 Indemnification. The Company shall indemnify and hold harmless to
the extent legally permitted each member of the Board of Directors, the
Committee and each officer and employee of the Company to whom are delegated
duties, responsibilities, and authority with respect to the Plan against all
claims, liabilities, fines and penalties, and all expenses reasonably incurred
by or imposed upon such delegate or agent (including but not limited to
reasonable attorney fees) which arises as a result of actions or failure to act
in connection with the operation and administration of the Plan.
8.4 Contract of Employment. Nothing contained herein shall be construed
to constitute a contract of employment between the Company and any employee or
Participant. Nothing contained herein will confer upon any Participant the
right to be retained in the service of the Company or limit the right of the
Company to discharge or otherwise deal with any Participant without regard to
the existence of the Plan.
8.5 Disclosure. Each Participant shall receive a copy of the summary of
the Plan and the Committee will make available for inspection by any
Participant or Beneficiary a copy of the Plan and any written procedures used
by the Committee in administering the Plan.
8.6 Headings. The headings of Articles and Sections are included solely
for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.
8.7 Invalidity of Certain Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and the Plan shall be construed
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Nonqualified Executive Post-Employment Income Plan Page 11
and enforced as if such provisions, to the extent invalid or unenforceable, had
not been included.
8.8 Law Governing. The Plan shall be construed and enforced according
to the laws of the State of Connecticut (other than its laws respecting choice
of law) to the extent not preempted by the Employee Retirement Income Security
Act of 1974, as amended.
8.9 Limitation on Liability. Neither the Company nor any agent or
representative of the Company who is an employee, officer, or director of the
Company in any manner guarantees the payments to be made under the Plan against
loss or deprecation, and to the extent not prohibited by federal law, none of
them shall be liable (except for their own gross negligence or willful
misconduct), for any act or failure to act, done or omitted in good faith, with
respect to the Plan. The Company shall not be responsible for any act or
failure to act of any agent appointed to administer the Plan.
8.10 Gender. Except when otherwise indicated by the context, any
masculine terminology herein shall also include the feminine, and the
definition of any term herein in the singular shall also include the plural.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized representative as of the first day of October, 1993.
ADVEST, INC.
By:
Allen Weintraub
Chief Executive Officer
ATTEST:
Dave Horowitz
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