EXHIBIT 10.5
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT PLAN
HOMESTAKE MINING COMPANY
Effective January 1, 1990
(Including November 29, 1990 Modification)
HOMESTAKE MINING COMPANY
AMENDED AND RESTATED
SUPPLEMENTAL RETIREMENT PLAN
This Amended and Restated Supplemental Retirement Plan for
designated employees of Homestake Mining Company is adopted by the Company to be
effective as of January 1, 1990.
SECTION I
DEFINITIONS
1.01 "Affiliate" means any corporation, partnership or other entity which is
controlled by the Company.
1.02 "Basic Plan" means the Retirement Plan for Salaried Employees of Homestake
Mining Company, as amended and restated from time to time.
1.03 "Beneficiary" means any person designated in writing by the Participant to
receive benefits under the terms of the Basic Plan.
1.04 "Board of Directors" means the Board of Directors of Homestake Mining
Company.
1.05 "Committee" means the Compensation Committee appointed by the Board of
Directors of the Company, and given authority by the Board of Directors to
administer this Plan.
1.06 "Company" means Homestake Mining Company.
1.07 "Participant" means any employee of the Company or its Subsidiaries and
Affiliates whose benefits under the Basic Plan are reduced on account of
the restrictions of Sections 401(a)(17) and 415 of the Internal Revenue
Code of 1954 or the Internal Revenue Code of 1986, as amended: provided
that no employee shall become or remain a Participant if the Committee
determines that such employee is not a member of "a select group of
management or highly compensated employees" within the meaning of sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
Act of 1974, as amended.
1.08 "Plan" means this Supplemental Retirement Plan of Homestake Mining Company.
1.09 "Subsidiary" means any corporation in which the Company holds, directly or
indirectly, more than 50% of the voting power.
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1.10 The masculine gender, where appearing in the Plan will be deemed to include
the feminine gender, and the singular may include the plural, unless the
context clearly indicates the contrary.
SECTION II
ELIGIBILITY FOR AND AMOUNT OF BENEFITS
2.01 Eligibility
Each Participant is eligible to receive a benefit under this Plan if he is
eligible to receive a benefit under the terms of the Basic Plan.
2.02 Amount of Benefit
The retirement or death benefit payable under the Plan to a Participant or
Beneficiary will equal the amounts, if any, that would have been payable to
the Participant or Beneficiary under the terms of the Basic Plan except for
the restrictions of Sections 401(a)(17) and 415 of the Internal Revenue
Code of 1954 or the Internal Revenue Code of 1986, as amended, minus the
amounts payable to the Participant or Beneficiary under the terms of the
Basic Plan.
2.03 Forms and Times of Benefit Payments
Any benefit to which a Participant or Beneficiary is determined to be
entitled under this Plan will be payable in the same form, at the same time
and subject to the same actuarial reductions, if any, as benefits payable
under the terms of the Basic Plan. If periodic payments are nominal, the
Committee may convert benefit values to a lump sum payment on a present
value basis, as determined by the Committee in its sole discretion.
SECTION III
MISCELLANEOUS
3.01 Amendment and Plan Termination
The Company may, in its sole discretion, terminate, suspend or amend this
Plan at any time or from time to time, in whole or in part. In that event,
Participants will vest in their benefits, if any, hereunder calculated in
accordance with Section 2.02 to the date of termination, suspension or
amendment of the Plan. Plan suspension or termination will not affect
benefits being paid or benefits which have vested.
In the event of a Plan termination, the Board of Directors may, at its sole
discretion, elect any one or more of the following alternatives to satisfy
the
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Company's obligations to Participants or Beneficiaries receiving or
entitled to benefits:
(a) Provide benefit payments in accordance with Section 2.03.
(b) Make lump sum payments equal to the present value of the benefits
payable under the Plan.
3.02 Not An Employment Agreement
Nothing contained herein will confer upon any Participant the right to be
retained in the service of the Company, nor will it interfere with the
right of the Company to discharge or otherwise deal with Participants
without regard to the existence of this Plan.
3.03 No Advance Funding
This Plan is unfunded, and the Company will make Plan benefit payments
solely on a current disbursement basis. Nothing in the establishment of
this Plan is to be construed as requiring or authorizing the Company to
create or maintain any separate fund, account or reserve to provide for the
payment of the Company's liability to a Participant under the Plan.
All payments hereunder shall be made from the general assets of the Company
and no Participant shall have any right hereunder to any specific asset of
the Company.
3.04 Assignment of Benefits
A Participant may not, either voluntarily or involuntarily, assign,
anticipate, alienate, commute, pledge, discount, borrow against or encumber
any benefits to which he is or may become entitled to under the Plan, nor
may the same be subject to attachment or garnishment by any creditor of a
Participant.
3.05 Interpretation
This Plan is intended to qualify for exemption from Parts II, III and IV of
the Employee Retirement Income Security Act of 1974, as amended, as a plan
maintained primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees under Sections
201(2), 301(a)(3) and 401(a)(1) of such Act, and shall be so interpreted.
Subject to that restriction, the Committee shall have the sole discretion
to interpret this Plan and to adopt rules and interpretation for the
application and implementation of this Plan. The decisions and
interpretations by the Committee shall be final and binding on all
Participants.
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IN WITNESS WHEREOF, Homestake Mining Company has adopted this
Plan, effective January 1, 1990.
HOMESTAKE MINING COMPANY
______________________ By: _________________________________
Date of Execution Chairman and Chief Executive Officer
______________________ By: _________________________________
Date of Execution Vice President
Human Resources
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