EXHIBIT 10.4
EXECUTIVE DEFERRED COMPENSATION PLAN
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
AMENDMENT NO. 2
This Amendment No. 2 to the Great-West Life & Annuity Insurance Company United
States Employees' Executive Deferred Compensation Plan is effective as of
January 1, 1998 and has been executed as of this 27th day of January, 1997.
WHEREAS, pursuant to Section 9.1 of the Plan, the United States
Executive Committee of the Board of Directors of the Great-West Life & Annuity
Insurance Company (the "Board") has the right to amend the Plan; and
WHEREAS, the Board would like to allow participants to receive benefits
pursuant to the same option for payment available in the Great-West Life &
Annuity Staff and Agents Pension Plan;
NOW, THEREFORE, the Plan shall be amended as follows:
FIRST: Section 5.4 shall amended to add the following section 5.4 (c):
(c) Any other form of payment option available under the "Qualified
Plan", as amended from time to time, and which form of payment is allowable to
this Plan pursuant to the Internal Revenue Code. .
IN WITNESS WHEREOF, this Amendment No. 2 has been executed as
of the date first written above.
AMENDMENT NO. 1
TO THE
THE GREAT-WEST LIFE ASSURANCE COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
THIS IS AN AMENDMENT to The Great-West Life Assurance Company Executive
Deferred Compensation Plan (the "Plan") made this 26th day of November, 1996,
pursuant to the discretion of the Executive Committee of the Board of Directors
of The Great-West Life Assurance Company (the "Company").
BACKGROUND STATEMENT
The Company desires to amend the Plan to recognize the transfer of the
U.S. employees covered by the Plan from the Company to Great-West Life & Annuity
Insurance Company and to conform the Plan with such transfer. Therefore, the
Plan is amended in the following respects, effective on January 1, 1997:
1.
Section 2.3 shall be amended by substituting for the current text the following:
"2.3 Board. `Board' means the Executive Committee of the Board of Directors
of the Company." 2.
Section 2.5 shall be amended by substituting for the current text the following:
"2.5 Company. `Company' means Great-West Life & Annuity Insurance Company,
a Colorado corporation, its successors, and any U.S. affiliate of the
Company designated by the Board."
3. Section 2.14 shall be amended by substituting for the current text the
following:
"2.14 Other Plan. `Other Plan' means Great-West Life & Annuity Insurance
Company Deferred Compensation Plan for Regional Group Managers and
Individual Field Sales Managers, formerly known as The Great-West Life
Assurance Company Deferred Compensation Plan for Regional Group Managers
and Individual Field Sales Managers."
4. Section 2.18 shall be amended by substituting for the current text the
following:
"2.18 Qualified Pension Plan. `Qualified Pension Plan' means the Employees'
and Agents' Pension Benefits Plan Great-West Life & Annuity Insurance
Company, or any predecessor or successor defined benefit plan maintained by
the Employer that qualifies under Section 401(a) of the Internal Revenue
Code."
IN WITNESS WHEREOF, the Company has caused this amendment to be adopted
by resolution of its Board of Directors, a copy of which is attached hereto.
THE GREAT-WEST LIFE ASSURANCE COMPANY
UNITED STATES EMPLOYEES'
EXECUTIVE DEFERRED COMPENSATION PLAN
THE GREAT-WEST LIFE ASSURANCE COMPANY
UNITED STATES EMPLOYEES'
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE I--PURPOSE; EFFECTIVE DATE
The purpose of this Executive Deferred Compensation Plan is to provide
current tax planning opportunities as well as supplemental funds for retirement
or death for certain employees of Employer. It is intended that the Plan will
aid in attracting and retaining employees of exceptional ability by providing
them with these benefits. The Plan shall be effective as of January 1, 1993.
ARTICLE II--DEFINITIONS
Whenever used in this document, the following terms shall have the
meanings set forth in this Article unless a contrary or different meaning is
expressly provided:
2.1 Account
"Account" means the device used by Employer to measure and determine the
amounts to be paid to a Participant under the Plan.
2.2 Beneficiary
"Beneficiary" means the person, persons or entity entitled under Article
VI to receive any Plan benefits payable after a Participant's death.
2.3 Board
"Board" means the United States Executive Committee of the Board of
Directors of the Company.
2.4 Committee
"Committee" means the committee appointed by the Board to administer the
Plan pursuant to Article VII.
2.5 Company
"Company" means The Great-West Life Assurance Company, a Canadian stock
life insurance company, its successors, and any U.S. affiliate of the
Company designated by the Board.
2.6 Compensation
"Compensation" means the salary and bonuses payable by Employer,
determined before reduction for amounts deferred under this Plan.
2.7 Deferral Commitment
"Deferral Commitment" means a commitment made by a Participant to defer
Compensation pursuant to Article III.
2.8 Deferral Period
"Deferral Period" means each calendar year.
2.9 Determination Date
"Determination Date" means the last day of each calendar month.
2.10 Disability
"Disability" means a physical or mental condition which prevents the
Participant from satisfactorily performing the Participant's usual duties for
Employer. The Committee shall determine the existence of Disability and may rely
upon advise from a medical examiner satisfactory to the Committee in making the
determination.
2.11 Earnings
"Earnings" means the rate of growth credited to an Account on each
Determination Date in a calendar year which shall be equal to one and one-half
(1-1/2) percentage points higher than the nominal annual yield on over ten (10)
year composite Government Securities for the previous calendar month, as
published by the Federal Reserve Board (or any successor thereto), or, if such
index is no longer published, a substantially similar index selected by the
Board.
2.12 Employer
"Employer" means the Company and any subsidiary or affiliate of the Company
designated by the Board.
2.13 Financial Hardship
"Financial Hardship" means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent of the Participant, loss of the Participant's
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant. Financial Hardship shall be determined by the Committee on the
basis of information supplied by the Participant in accordance with uniform
guidelines promulgated from time to time by the Committee.
2.14 Other Plan
"Other Plan" means The Great-West Life Assurance Company Deferred
Compensation Plan for Regional Group Managers and Individual Field Sales
Managers.
2.15 Participant
"Participant" means any eligible individual who has elected to defer
Compensation under this Plan.
2.16 Participation Agreement
"Participation Agreement" means the agreement submitted by a Participant
to the Committee prior to the beginning of a Deferral Period, with respect to a
Deferral Commitment made for such Deferral Period.
2.17 Plan
"Plan" means this Executive Deferred Compensation Plan as amended from
time to time.
2.18 Qualified Pension Plan
"Qualified Pension Plan" means Part AA--United States Employees' and
Agents' Pension Benefits Plan for The Great-West Life Assurance Company, or any
successor defined benefit plan maintained by the Employer that qualifies under
Section 401(a) of the Internal Revenue Code.
2.19 Retirement
"Retirement" means a Participant's termination from employment with
Employer on or after the Participant's attainment of age fifty-seven (57) and
the completion of fifteen (15) Years of Service.
2.20 Years of Service
"Years of Service" means the number of years of service determined in
accordance with the provisions of the Qualified Pension Plan, whether or not the
Participant is a Participant in such plan.
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS
3.1 Eligibility and Participation
(a) Eligibility. Eligibility to participate in the Plan shall be
limited to those key employees of Employer who are designated, from time
to time, by the Board.
(b) Participation. An eligible individual may elect to participate
in the Plan with respect to any Deferral Period by submitting a
Participation Agreement to the Committee by the December 31 immediately
preceding the beginning of the Deferral Period.
(c) Part-Year Participation. When an individual first becomes
eligible to participate during a Deferral Period, a Participation
Agreement may be submitted to the Committee no later than thirty (30)
days after the Committee notifies the individual of eligibility to
participate. Such Participation Agreement will be effective only with
regard to Compensation earned following submission to the Committee.
3.2 Form of Deferral
A Participant may elect Deferral Commitments in the Participation
Agreement as follows:
(a) Salary Deferral Commitment. A salary Deferral Commitment shall
be the salary payable by Employer to a Participant during the Deferral
Period. The amount to be deferred shall be stated as a flat percentage
or as a flat dollar amount.
(b) Bonus Deferral Commitment. A bonus Deferral Commitment shall be
the annual bonuses payable by Employer to a Participant for the Deferral
Period. In no event shall a Participant defer bonuses earned from any
long-term incentive plan which currently exists or may exist in the
future. The amount to be deferred shall be stated as a flat percentage,
as a flat dollar amount of the total bonus amount, or as a flat
percentage above an amount designated by the Participant in the
Participation Agreement.
3.3 Limitations on Deferral Commitments
The following limitations shall apply to Deferral Commitments:
(a) Maximum. The maximum percentage of Compensation deferred shall
be fifty percent (50%) in a salary Deferral Commitment and one hundred
percent (100%) in a bonus Deferral Commitment.
(b) Minimum. The minimum salary deferral amount shall be two hundred
dollars ($200) for each month in the Deferral Period. The minimum bonus
deferral amount shall be five percent (5%) or twenty-four hundred
dollars ($2,400), whichever is greater.
(c) Changes in Minimum or Maximum. The Committee may change the
minimum or maximum deferral amounts from time to time by giving written
notice to all Participants. No such change may affect a Deferral
Commitment made prior to the Committee's action.
3.4 Commitment Limited by Termination
If a Participant terminates employment with Employer or service on the
Board prior to the end of the Deferral Period, the Deferral Period shall end at
the date of termination. The minimum deferral for the Deferral Period shall be
based on the number of months to the date of termination.
3.5 Period of Deferral Commitment; Modification
Once a Participant has made a Deferral Commitment, that Commitment shall
remain in effect for that Deferral Period. Deferral Commitments shall be
irrevocable except that the Committee may reduce the amount to be deferred or
waive the remainder of the Deferral Commitment upon a finding that the
Participant has suffered a Financial Hardship.
3.6 Change in Employment Status
If the Board determines that a Participant's performance is no longer at
a level that deserves reward through participation in the Plan, but does not
terminate the Participant's employment with Employer, no new Deferral
Commitments may be made by such Participant after notice of such determination
is given by the Board.
ARTICLE IV--DEFERRED COMPENSATION ACCOUNT
4.1 Account
The amounts deferred by a Participant under the Plan, any Employer
contributions and Earnings shall be credited to the Participant's Account.
Separate subaccounts may be maintained to reflect different forms of payment.
The Account shall be a bookkeeping device utilized for the sole purpose of
determining the benefits payable under the Plan and shall not constitute a
separate fund of assets. On the effective date of the Plan, each Participant
shall have an Account balance equal to the amounts held for the Participant
pursuant to the Other Plan.
4.2 Timing of Credits; Withholding
A Participant's deferred Compensation shall be credited to the Account
at the time it would have been payable to the Participant. Any withholding of
taxes or other amounts with respect to deferred Compensation that is required by
state, federal or local law shall be withheld from the Participant's
corresponding nondeferred Compensation to the maximum extent possible and any
remaining amount shall reduce the amount credited to the Participant's Account.
4.3 Pension Make-Up
Employer shall restore an amount equal to any reduction in a
Participant's Qualified Pension Plan benefits because of deferrals under this
Plan to the extent that the Qualified Pension Plan benefits are not restored by
any other Employer-provided plan or agreement.
4.4 Discretionary Contributions
Employer may make discretionary contributions to a Participant's
Account. Discretionary contributions shall be credited at such times and in such
amounts as the Board in its sole discretion shall determine.
4.5 Determination of Accounts
Each Participant's Account as of each Determination Date shall consist
of the balance of the Account as of the immediately preceding Determination
Date, adjusted as follows:
(a) New Deferrals. The Account shall be increased by any deferred
Compensation credited since such Determination Date.
(b) Employer Contributions. The Account shall be increased by any
discretionary contributions credited since such Determination Date.
(c) Distributions. The Account shall be reduced by any benefits
distributed to the Participant since such Determination Date.
(d) Earnings. The Account shall be increased by the Earnings on the
average daily balance in the Account since such Determination Date.
4.6 Vesting of Accounts
Each Participant shall be one hundred percent (100%) vested at all times
in the amounts credited to such Participant's Account and Earnings thereon.
4.7 Statement of Accounts
The Committee shall give to each Participant a statement showing the
balances in the Participant's Account on an annual basis and at such times as
may be determined by the Committee.
ARTICLE V--PLAN BENEFITS
5.1 Withdrawals
A Participant's Account may be distributed to the Participant before
termination of employment as follows:
(a) Early Withdrawals. A Participant may elect in a Participation
Agreement to withdraw all or any portion of the amount deferred by that
Participation Agreement as of a date specified in the election. Such
date shall not be sooner than seven (7) years after the date the
Deferral Period commences. The amount withdrawn shall not exceed the
amount of Compensation deferred, without Earnings.
(b) Hardship Withdrawals. Upon a finding that a Participant or a
Beneficiary has suffered a Financial Hardship, the Committee may, in its
sole discretion, make distributions from the Participant's Account. The
amount of such a withdrawal shall be limited to the amount reasonably
necessary to meet the Participant's or Beneficiary's needs resulting
from the Financial Hardship. If payment is made due to Financial
Hardship under this Plan, the Participant's deferrals shall cease for a
twelve (12) month period. Any resumption of the Participant's deferrals
under the Plan after such twelve (12) month period shall be made only at
the election of the Participant in accordance with Article III herein.
(c) Form of Payment. Withdrawals shall be paid in a lump sum and
shall be charged to the Participant's Account as a distribution.
5.2 Retirement and Termination Benefits
If a Participant terminates employment with Employer for any reason
except death, Employer shall pay to the Participant benefits equal to the
balance in the Account.
5.3 Death Benefit
(a) Preretirement. If a Participant dies while employed by Employer,
Employer shall pay to the Participant's Beneficiary benefits equal to
the balance in the Account.
(b) Postretirement. If a Participant dies following the
Participant's Retirement from the Company, Employer shall pay to the
Participant's Beneficiary benefits equal to the balance, if any, in the
Account.
5.4 Form of Benefits
Except as provided below, benefits due to a Participant as a result of
Retirement, Disability, termination or death shall be paid in the form elected
by the Participant prior to the beginning of the Deferral Period in the Form of
Payment Designation. Forms of benefit payment shall be:
(a) A lump sum amount which is equal to the applicable Account
balance.
(b) Equal monthly installments of the Account amortized over a
period of sixty (60), one hundred twenty (120), or one hundred eighty
(180) months. Earnings on the unpaid balance shall be equal to the
average rate of Earnings on the Account over the thirty-six (36) months
immediately preceding the commencement of benefit payments.
Notwithstanding Section 5.4(b), if the Participant's Account is one
hundred thousand dollars ($100,000) or less on the valuation date, the benefit
shall be paid in a lump sum.
5.5 Accelerated Distribution
Notwithstanding any other provision of the Plan, a Participant at any
time shall be entitled to receive, upon written request to the Committee, a lump
sum distribution equal to ninety percent (90%) of the vested Account balance as
of the Determination Date immediately preceding the date on which the Committee
receives the written request. The remaining balance shall be forfeited by the
Participant and the Participant shall no longer be eligible to participate in
the Plan from that date forward. The amount payable under this section shall be
paid in a lump sum within sixty-five (65) days following the receipt of the
notice by the Committee from the Participant.
5.6 Withholding; Payroll Taxes
Employer shall withhold from payments hereunder any taxes required to be
withheld from such payments under federal, state or local law. A Beneficiary,
however, may elect not to have withholding of federal income tax pursuant to
Section 3405(a)(2) of the Internal Revenue Code, or any successor provision
thereto.
5.7 Valuation
The last day of the month following the month of retirement, termination
or death shall be the valuation date. The amount of all payments shall be based
on the value of the Participant's Account on the valuation date. Payments shall
be made or commence within thirty-one (31) days after the valuation date.
5.8 Payment to Guardian
If a distribution is payable to a minor or a person declared incompetent
or to a person incapable of handling the disposition of property, the Committee
may direct payment to the guardian, legal representative or person having the
care and custody of such minor, incompetent or person. The Committee may require
proof of incompetency, minority, incapacity or guardianship as it may deem
appropriate prior to distribution. Such distribution shall completely discharge
the Committee from all liability with respect to such benefit.
ARTICLE VI--BENEFICIARY DESIGNATION
6.1 Beneficiary Designation
Each Participant shall have the right, at any time, to designate one (1)
or more persons or an entity as Beneficiary (both primary as well as secondary)
to whom benefits under this Plan shall be paid in the event of a Participant's
death prior to complete distribution of the Participant's Account. Each
Beneficiary designation shall be in a written form prescribed by the Committee
and will be effective only when filed with the Committee during the
Participant's lifetime. Designation by a married Participant of a Beneficiary
other than the Participant's spouse shall not be effective unless the spouse
executes a written consent that acknowledges the effect of the designation and
is witnessed by a notary public, or the consent cannot be obtained because the
spouse cannot be located.
6.2 Amendments
Except as provided below, any nonspousal designation of Beneficiary may
be changed by a Participant without the consent of such Beneficiary by the
filing of a new designation with the Committee. The filing of a new designation
shall cancel all designations previously filed.
6.3 Change in Marital Status
If the Participant's marital status changes after the Participant has
designated a Beneficiary, the following shall apply:
(a) If the Participant is married at death but was unmarried when
the designation was made, the designation shall be void unless the
spouse has consented to it in the manner prescribed above.
(b) If the Participant is unmarried at death but was married when
the designation was made:
(i) The designation shall be void if the spouse was named as
Beneficiary.
(ii) The designation shall remain valid if a nonspouse
Beneficiary was named.
(c) If the Participant was married when the designation was made and
is married to a different spouse at death, the designation shall be void
unless the new spouse has consented to it in the manner prescribed
above.
6.4 No Beneficiary Designation
If any Participant fails to designate a Beneficiary in the manner
provided above, or if the Beneficiary designated by a deceased Participant dies
before the Participant or before complete distribution of the Participant's
benefits, the Participant's Beneficiary shall be the person in the first of the
following classes in which there is a survivor:
(a) The Participant's surviving spouse;
(b) The Participant's children in equal shares, except that if any
of the children predeceases the Participant but leaves issue surviving,
then such issue shall take by right of representation the share the
parent would have taken if living;
(c) The Participant's estate.
ARTICLE VII--ADMINISTRATION
7.1 Committee; Duties
This Plan shall be administered by the Committee. The Committee shall
have the authority to make, amend, interpret and enforce all appropriate rules
and regulations for the administration of the Plan and decide or resolve any and
all questions, including interpretations of the Plan, as may arise in such
administration. A majority vote of the Committee members shall control any
decision. Members of the Committee may be Participants under this Plan.
7.2 Agents
The Committee may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult
with counsel who may be counsel to the Company.
7.3 Binding Effect of Decisions
The decision or action of the Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in
the Plan.
7.4 Indemnity of Committee
The Company shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to this Plan on account of such
person's service on the Committee, except in the case of gross negligence or
willful misconduct.
ARTICLE VIII--CLAIMS PROCEDURE
8.1 Claim
Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the
request in writing to the Committee, which shall respond in writing as soon as
practicable.
8.2 Denial of Claim
If the claim or request is denied, the written notice of denial shall
state:
(a) The reasons for denial, with specific reference to the Plan
provisions on which the denial is based.
(b) A description of any additional material or information required
and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
8.3 Review of Claim
Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in writing
to the Committee. The claim or request shall be reviewed by the Committee which
may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.
8.4 Final Decision
The decision on review shall normally be made within sixty (60) days. If
an extension of time is required for a hearing or other special circumstances,
the claimant shall be notified and the time limit shall be one hundred twenty
(120) days. The decision shall be in writing and shall state the reasons and the
relevant Plan provisions. All decisions on review shall be final and bind all
parties concerned.
ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN
9.1 Amendment
The Board may at any time amend the Plan by written instrument, notice
of which shall be given to all Participants and to Beneficiaries receiving
installment payments, subject to the following:
(a) Preservation of Account Balance. No amendment shall reduce the
amount accrued in any Account to the date such notice of the amendment
is given.
(b) Changes in Earnings Rate. No amendment shall reduce the rate of
Earnings to be credited, after the date of the amendment, to the amount
already accrued in any Account and any deferred Compensation credited to
the Account under Deferral Commitments already in effect on that date.
9.2 Employer's Right to Terminate
The Board may at any time partially or completely terminate the Plan if,
in its judgment, the tax, accounting or other effects of the continuance of the
Plan, or potential payments thereunder would not be in the best interests of
Employer.
(a) Partial Termination. The Board may partially terminate the Plan
by instructing the Committee not to accept any additional Deferral
Commitments. If such a partial termination occurs, the Plan shall
continue to operate and be effective with regard to Deferral Commitments
entered into prior to the effective date of such partial termination.
(b) Complete Termination. The Board may completely terminate the
Plan by instructing the Committee not to accept any additional Deferral
Commitments, and by terminating all ongoing Deferral Commitments. If
such a complete termination occurs, the Plan shall cease to operate and
Employer shall pay out each Account. Payment shall be made as a lump sum
or in equal monthly installments over the following period, based on the
Account balance:
Account Balance Payout Period
------------------------------------------------------------
Less than $100,000 Lump Sum
$100,000 but less than $500,000 3 Years
$500,000 or more 5 Years
============================================================
Earnings at the appropriate rate shall continue to be credited on the
unpaid balance in each Account.
ARTICLE X--MISCELLANEOUS
10.1 Unfunded Plan
This plan is an unfunded plan maintained primarily to provide deferred
compensation benefits for a select group of "management or highly-compensated
employees" within the meaning of Sections 201, 301 and 401 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and therefore is
exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly,
the Board may terminate the Plan and make no further benefit payments or remove
certain employees as Participants if it is determined by the United States
Department of Labor, a court of competent jurisdiction, or an opinion of counsel
that the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA (as currently in effect or hereafter amended) which is not
so exempt.
10.2 Unsecured General Creditor
Participants and their Beneficiaries, heirs, successors, and assigns
shall have no secured legal or equitable rights, interest or claims in any
property or assets of Employer, nor shall they be Beneficiaries of, or have any
rights, claims or interests in any life insurance policies, annuity contracts or
the proceeds therefrom owned or which may be acquired by Employer. Except as
provided in Section 10.3, such policies, annuity contracts or other assets of
Employer shall not be held under any trust for the benefit of Participants,
their Beneficiaries, heirs, successors or assigns, or held in any way as
collateral security for the fulfilling of the obligations of Employer under this
Plan. Any and all of Employer's assets and policies shall be, and remain, the
general, unpledged, unrestricted assets of Employer. Employer's obligation under
the Plan shall be that of an unfunded and unsecured promise to pay money in the
future.
10.3 Trust Fund
At its discretion, Employer may establish one (1) or more trusts, with
such trustees as the Board may approve, for the purpose of providing for the
payment of benefits owed under the Plan. Although such a trust shall be
irrevocable, its assets shall be held for payment of all Employer's general
creditors in the event of insolvency. To the extent any benefits provided under
the Plan are paid from any such trust, Employer shall have no further obligation
to pay them. If not paid from the trust, such benefits shall remain the
obligation of Employer.
10.4 Nonassignability
Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
10.5 Not a Contract of Employment
This Plan shall not constitute a contract of employment between Employer
and the Participant. Nothing in this Plan shall give a Participant the right to
be retained in the service of Employer or to interfere with the right of
Employer to discipline or discharge a Participant at any time.
10.6 Protective Provisions
A Participant will cooperate with Employer by furnishing any and all
information requested by Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as Employer may
deem necessary and taking such other action as may be requested by Employer.
10.7 Governing Law
The provisions of this Plan shall be construed and interpreted according
to the laws of the State of Colorado, except as preempted by federal law.
10.8 Validity
In case any provision of this Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.
10.9 Notice
Any notice required or permitted under the Plan shall be sufficient if
in writing and hand delivered or sent by registered or certified mail. Such
notice shall be deemed as given as of the date of delivery or, if delivery is
made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Mailed notice to the Committee shall be directed
to the Company's address. Mailed notice to a Participant or Beneficiary shall be
directed to the individual's last known address in Employer's records.
10.10 Successors
The provisions of this Plan shall bind and inure to the benefit of
Employer and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of Employer, and successors of any such corporation or
other business entity.