EXHIBIT 10(b)
FPL GROUP, INC.
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
FOR J.L. BROADHEAD
THIS AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT
PLAN FOR J.L. BROADHEAD is adopted by FPL Group, Inc. ("Group") as of
the 15th day of September, 1997 and is effective retroactively to
January 1, 1990.
W I T N E S S E T H:
WHEREAS, Group previously established a supplemental
executive retirement plan for J. L. Broadhead, Chief Executive
Officer of FPL Group, Inc., to provide retirement benefits in addi-
tion to those certain other retirement benefits otherwise available
to him, and has entered into such an agreement with Mr. Broadhead to
establish the terms of the plan, which agreement was amended and
restated as of September 16, 1991; and
WHEREAS, Group and Mr. Broadhead desire further to amend
and restate the agreement in its entity;
NOW, THEREFORE, in consideration of the premises herein
contained, it is hereby agreed as follows:
ARTICLE I
DEFINITIONS
The following words, when used herein shall have the meaning
indicated unless the context indicates otherwise:
1.01 "Agreement" or "Plan" shall mean the Plan as is set
forth in this document as it may be amended from time to time. This
agreement shall be known as "The FPL Group, Inc. Amended and Restated
Supplemental Executive Retirement Plan for J.L. Broadhead."
1.02 "Annual Incentive Plan" shall mean the short term
incentive plan applicable to Group's executive officers, as in effect
from time to time.
1.03 "Applicable Percentage" shall mean the percentage
determined as follows:
(a) if the Termination Date occurs before January 2, 1998,
the percentage shall be 0%;
(b) if the Termination Date occurs on January 2, 1998, the
percentage shall be 61%;
(c) if the Termination Date occurs on or after January 2,
2001, the percentage shall be 70%;
(d) if the Termination Date occurs after January 2, 1998
and before January 2, 2001, the percentage shall be determined by
mathematical interpolation between 61% and 70% based on the actual
Termination Date;
provided that, notwithstanding the foregoing, the Applicable
Percentage shall be 70%, regardless of Mr. Broadhead's age, if (i)
the Termination Date occurs due to Mr. Broadhead's Total and
Permanent Disability, (ii) if the Termination Date occurs on or after
January 2, 1998 due to Mr. Broadhead s death or (iii) a Change of
Control occurs prior to the Termination Date.
1.04 "Applicable Survivor Percentage" shall mean the
percentage determined as follows:
(a) if the Termination Date occurs before January 2, 1998,
the percentage shall be 0%;
(b) if the Termination Date occurs on January 2, 1998, the
percentage shall be 37.5%;
(c) if the Termination Date occurs on or after January 2,
2001, the percentage shall be 70%;
(d) if the Termination Date occurs after January 2, 1998
and before January 2, 2001, the percentage shall be
determined by mathematical interpolation between 37.5% and
70% based on the actual Termination Date;
provided that, notwithstanding the foregoing, the Applicable Survivor
Percentage shall automatically be deemed to be (i) 70%, if (x) the
Termination Date occurs on or after January 2, 1998 due to Mr.
Broadhead's death or Total and Permanent Disability, or (y) a Change
of Control occurs prior to the Termination Date.
1.04 "Assumed Aggregate Dividend Value" shall mean an
amount equal to all dividends (other than stock dividends) paid to
the Trust (including dividends which have been declared on or prior
to, and which are paid no later than 30 days subsequent to, the
Payment Date), plus imputed interest on each such dividend at a rate
of 8%, compounded annually, from the date such dividend is paid to
other shareholders of Group to the Payment Date.
1.05 "Beneficiary" shall mean Mr. Broadhead's surviving
spouse, except that he may designate a different Beneficiary
hereunder by delivering to Group a written designation of Beneficiary
specifically made with respect to this Plan.
1.06 "Board" shall mean the Board of Directors of FPL
Group, Inc.
1.07 "Change of Control" shall mean:
(a) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); provided, however, that the following
acquisitions shall not constitute a Change of Control: (i)
any acquisition by the Company or any of its subsidiaries;
(ii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any
of its subsidiaries or (iii) any acquisition by any
corporation with respect to which, following such
acquisition, more than 75% of, respectively, the then
outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to
such acquisition in substantially the same proportions as
their ownership, immediately prior to such acquisition, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(b) Individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an
actual or threatened solicitation to which Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act applies or
other actual or threatened solicitation of proxies or
consents; or
(c) Approval by the shareholders of the Company of a
reorganization, merger or consolidation, in each case, with
respect to which all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
reorganization, merger or consolidation do not, following
such reorganization, merger or consolidation, beneficially
own, directly or indirectly, more than 75% of, respectively,
the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to
such reorganization, merger or consolidation of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be; or
(d) Approval by the shareholders of the Company of (i) a
complete liquidation or dissolution of the Company or (ii)
the sale or other disposition of all or substantially all of
the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition,
more than 75% of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or
other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be.
The term "the sale or disposition by the Company of all or
substantially all of the assets of the Company" shall mean a sale or
other disposition, transaction or series of related transactions
involving assets of the Company or of any direct or indirect
subsidiary of the Company (including the stock of any direct or
indirect subsidiary of the Company) in which the value of the assets
or stock being sold or otherwise disposed of (as measured by the
purchase price being paid therefor or by such other method as the
Board determines is appropriate in a case where there is not readily
ascertainable purchase price) constitutes more than two-thirds of the
fair market value of the Company (as hereinafter defined). The "fair
market value of the Company" shall be the aggregate market value of
the then Outstanding Company Common Stock (n a fully diluted basis)
plus the aggregate market value of the Company's other outstanding
equity securities. The aggregate market value of the shares of
Outstanding Company Common Stock shall be determined by multiplying
the number of shares of Outstanding Company Common Stock (on a fully
diluted basis) outstanding on the date of the execution and delivery
of a definitive agreement with respect to the transaction or series
of related transactions (the "Transaction Date") by the average
closing price of the shares of Outstanding Company Common Stock for
the ten trading days immediately preceding the Transaction Date. The
aggregate market value of any other equity securities of the Company
shall be determined in a manner similar to that prescribed in the
immediately preceding sentence for determining the aggregate market
value of the shares of Outstanding Company Common Stock or by such
other method as the Board shall determine is appropriate.
1.08 "Code" shall mean the Internal Revenue Code of 1986,
as it may be amended from time to time, and the rules and regulations
promulgated thereunder.
1.09 "Committee" shall mean the Compensation Committee of
the Board or any such other committee designated by the Board, which
shall consist of at least three members of the Board who are not
employees of Group or any of its subsidiaries.
1.10 "Disability Plan" shall mean the Long Term Disability
Plan for Employees of FPL Group and Affiliates, as it may be amended
from time to time, or any successor plan thereof.
1.11 "Final Annual Average Compensation" shall equal the
average of the sums of (a) plus (b) below as determined for each of
the three calendar years ended immediately prior to the Payment Date
and the calendar year including the Payment Date:
(a) the amount calculated for each such year by multiplying
the average Monthly Base Salary in effect during all full
months in each such year by twelve, plus
(b) any incentive paid or accrued with respect to each such
year under the Annual Incentive Plan; provided that, solely
for purposes of this calculation, such incentive shall be
calculated without regard to any proration procedures which
might apply under the terms of the Annual Incentive Plan,
and will therefore be annualized with respect to any partial
year of service as though Mr. Broadhead worked a full twelve
months in such calendar year.
The formula above is intended to have the effect of annualizing
Monthly Base Salary and Annual Incentive with respect to any partial
year of service.
1.12 "Group" shall mean FPL Group, Inc.
1.13 "Monthly Base Salary" shall mean the total salary or
wages, including any Tax Saver Member Basic and Tax Saver Member
Supplemental Contributions to the FPL Group Employee Thrift Plan or
any successor plan thereto and including amounts contributed to the
welfare benefit plans maintained by Group through a reduction in the
employee's compensation which, pursuant to Code Section 125, are not
included in gross income for the taxable year in which such amounts
are contributed, and exclusive of amounts received as fringe benefits
irrespective of the includibility of such amounts on a Form W-2, and
exclusive of any amounts received under any incentive compensation
plans of Group or any of its subsidiaries.
1.14 "Payment Date" means the earlier to occur of (i) a
Termination Date occurring on or after the date Mr. Broadhead's
rights under the Plan vest as provided in Section 2.02 or (ii) the
date on which a Change of Control occurs.
1.15 "Pension Plan" shall mean the FPL Group Employee
Pension Plan as it may be amended from time to time, or any other
qualified defined benefit retirement plan or plans Group may from
time to time adopt and any successor plan thereof.
1.16 "Restricted Stock" shall mean two separate awards of
77,000 and 19,800 restricted shares of Group common stock, each of
which was granted on September 16, 1991 pursuant to the FPL Group,
Inc. Long-Term Incentive Plan of 1985, as amended ("LTI Plan").
Notwithstanding the foregoing, to the extent the number and/or kind
of securities related to such shares of Restricted Stock is or are
adjusted or converted under the anti-dilution provisions of the LTI
Plan, the term Restricted Stock shall mean the number and/or kind of
securities into which such Group shares are so adjusted or converted.
1.17 "Restriction Period" means the period of time which
begins on September 16, 1991 and ends no earlier than January 2,
1998, with respect to the award of 77,000 shares of Restricted Stock,
and January 2, 2001, with respect to the award of 19,800 shares of
Restricted Stock. Notwithstanding the foregoing and anything to the
contrary contained in any Restricted Stock Agreement, Mr. Broadhead
may, in his sole discretion, elect to extend the Restriction Period
with respect to any award of Restricted Stock by one or more years by
written notice to Group delivered no later than September 30 of the
calendar year immediately preceding the year in which the Restricted
Period would otherwise lapse (including the end of any Restriction
Period that has been previously extended pursuant to a prior election
made by Mr. Broadhead in accordance with the terms hereof), provided
that, with respect to any Restriction Period which (absent such an
election) would lapse in 1998, such election shall be made not later
than 30 days after the effective date of this restatement.
1.18 "Restricted Stock Agreement" shall mean each and any
Restricted Stock Award Agreement between Group and Mr. Broadhead
governing the award of Restricted Stock.
1.19 "Supplemental Executive Retirement Plan" shall mean
the FPL Group, Inc. Supplemental Executive Retirement Plan, as
amended from time to time, or any successor plan thereof.
1.20 "Termination Date" shall mean the date on which
Mr. Broadhead ceases to be an employee of Group or any of its
subsidiaries for any reason (including cessation of employment on
account of death).
1.21 "Total and Permanent Disability" shall have the
meaning set forth in the Disability Plan.
1.22 "Trust" shall mean the trust established under the
Trust Agreement.
1.23 "Trust Agreement" shall mean the J.L. Broadhead SERP
Trust Agreement, a copy of which is attached hereto as Exhibit "A"
and incorporated herein by reference, as it may be amended from time
to time.
ARTICLE II
AMOUNT OF BENEFIT; PAYMENT
2.01 Lump Sum Benefits
(a) General. As soon as administratively practicable, but
not later than 30 days, after the Payment Date, Mr.
Broadhead (or, if Mr. Broadhead is not then living, his
Beneficiary) shall be entitled to receive a lump sum amount
equal to the excess, if any, of (i) over (ii), where (i) and
(ii) are:
(i) The present value (determined in accordance
with Annex A) of a joint and survivor annuity
providing
(1) annual payments to Mr. Broadhead
equal to the product of (A) his Final Annual
Average Compensation and (B) the Applicable
Percentage; and
(2) annual payments to his Beneficiary
following Mr. Broadhead's death equal to the
product of (A) his Final Annual Average
Compensation and (B) the Applicable Survivor
Percentage.
(ii) The sum of
(1) the present value (determined in
accordance with Annex A) of the annual
amount of pension, retirement or disability
payments which Mr. Broadhead or his
beneficiary or beneficiaries is entitled to
receive under the Pension Plan, the Supple-
mental Executive Retirement Plan, the
Disability Plan and any qualified defined
benefit retirement plan sponsored by a
former employer of Mr. Broadhead based on
his employment with such employer prior to
his employment with Group;
(2) the value of any shares of
Restricted Stock as to which the Restriction
Period has lapsed (which value shall be
determined on the date on which such
Restricted Period lapses); and
(3) the Assumed Aggregate Dividend
Value.
For purposes of this Plan, the value of the Restricted Stock as of
its vesting date shall be the closing market price of the common
stock of Group (or any other securities into which such shares have
been converted pursuant to the LTI Plan) reported in the consolidated
trading prices for New York Stock Exchange traded securities on such
date multiplied by the number of shares of such Restricted Stock. If
the vesting date is not a trading day, the value of the shares of
Restricted Stock shall be the closing market price of Group common
stock on the last trading day immediately preceding such date.
2.02 Vesting of Benefits. Benefits under this Plan shall
become fully vested and nonforfeitable upon the earliest to occur of
the following events, provided that Mr. Broadhead is still an
employee of Group at the date any such event occurs:
(a) January 2, 1998;
(b) the determination of his Total and Permanent
Disability;
(c) his death; or
(d) a Change of Control.
2.03 No Effect on Actual Plan Payments. Any benefit
payable under the Pension Plan, Supplemental Executive Retirement
Plan and Disability Plan shall be paid solely in accordance with the
terms and provisions thereof, and nothing in this Agreement shall
operate or be construed in any way to modify, amend or affect the
terms and provisions of any such plan.
2.04 Satisfaction of Group's Obligations. Upon payment to
Mr. Broadhead or his Beneficiary of the amounts payable pursuant to
this Article II on or following a Payment Date, the determination
that no amounts are due under this Article II, or the occurrence of a
Termination Date prior to Mr. Broadhead becoming vested pursuant to
Section 2.02, Group shall have no further obligations to
Mr. Broadhead or his Beneficiary under this Plan.
2.05 Special Provisions Regarding Medical Taxes. In the
event that Mr. Broadhead's rights to the retirement benefits payable
hereunder vest before the Payment Date, the Company shall lend Mr.
Broadhead an amount equal to the amount of any employment taxes that
become due and payable in respect of the vesting of such retirement
benefits. Any such loan shall bear interest at the lowest applicable
federal rate (within the meaning of Section 1274(d) of the Code) that
can be charged (based on annual compounding of interest) and still
avoid any deemed income to Mr. Broadhead pursuant to Section 7872 of
the Code. The principal amount of any such loan shall be payable in
a single sum payment at the Payment Date and interest shall be
payable annually on the anniversary of the relevant vesting date.
2.06 Excess Restricted Stock Value. Notwithstanding any
other provision of this Plan, if the value of the Restricted Stock
exceeds the amount of the lump sum benefit payable hereunder from
which the value of such Restricted Stock is to be subtracted
hereunder, Mr. Broadhead or his Beneficiary, as the case may be,
shall be entitled to such excess.
ARTICLE III
AMENDMENTS AND TERMINATION;
RIGHTS AGAINST THE COMPANY
3.01 Amendment. This document can only be amended in a
written agreement signed by (i) an officer of the Company who has
been authorized to execute such amendment by the Committee and (ii)
Mr. Broadhead (or, following his death, his Beneficiary). Any such
amendment shall become effective upon the date stated therein.
3.02 Termination of the Plan. Group has established this
Plan with the bona fide intention and expectation that from year to
year it will deem it advisable to continue it in effect. However,
the Committee shall have the right to terminate the Plan in its
entirety should Mr. Broadhead's employment be terminated for Cause
prior to the vesting of benefits hereunder.
For purposes of this Plan, the employment of Mr. Broadhead
shall be deemed to have been terminated for "Cause" if he has: (i)
engaged in one or more acts constituting a felony, or involving fraud
or serious moral turpitude; (ii) willfully refused (except by reason
of incapacity due to accident or illness) to perform substantially
his duties, provided that such refusal shall have resulted in
demonstrable material injury to Group or its subsidiaries; or (iii)
willfully engaged in gross misconduct materially injurious to Group
or its subsidiaries. No act or failure to act on Mr. Broadhead's
part shall, for purposes of this Plan, be considered "willful" unless
done, or omitted to be done, in bad faith and without reasonable
belief that his action or omission was in the best interest of Group
and its subsidiaries. Notwithstanding the foregoing, Mr. Broadhead
shall not be deemed to have been terminated for Cause unless and
until Group shall have delivered to him a copy of a resolution duly
adopted by the affirmative vote of a majority of the entire
membership of the Board at a meeting called and held for that
purpose, after reasonable notice to Mr. Broadhead and an opportunity
for him, together with counsel, to be heard before the Board, finding
that in the good faith opinion of the Board he was guilty of conduct
set forth above in paragraph (i), (ii) or (iii) of this Section 3.02,
and specifying the particulars thereof in detail.
3.03 Expenses. The cost of this Plan and the expenses of
administering the Plan shall be borne by Group.
ARTICLE IV
GENERAL AND MISCELLANEOUS
4.01 Merger or Consolidation or Sale of Assets of Group.
In the event of the merger or consolidation of Group with any other
corporation, or in the event substantially all of the assets of Group
shall be transferred to another corporation, the successor
corporation resulting from the merger or consolidation, or the
transferee of such assets, as the case may be, shall assume the
obligations of Group hereunder.
4.02 Spendthrift Clause. No right, title or interest of
any kind in the Plan shall be transferable or assignable by Mr.
Broadhead or his Beneficiary or be subject to alienation,
anticipation, encumbrance, garnishment, attachment, execution of levy
of any kind, whether voluntary or involuntary nor subject to the
debts, contracts, liabilities, engagements, or torts of Mr. Broadhead
or his Beneficiary. Any attempt to alienate, sell, transfer, assign,
pledge, garnish, attach or other action subject to legal or equitable
process or encumber or dispose of any interest in the Plan shall be
void.
4.03 Governing Law. The validity and effect of this Plan
and the rights and obligations of all persons affected hereby shall
be construed and determined in accordance with the laws of the State
of Florida unless superseded by federal law.
4.04 Dividends on Restricted Stock. Dividends (other than
stock dividends) to be paid or withheld on the Restricted Stock shall
be paid into the Trust, which is a grantor trust subject to the
claims of the general creditors of Group in the event of its
bankruptcy or insolvency established in accordance with the terms of
the Trust Agreement. The assets of the Trust shall be distributed to
Mr. Broadhead under the Trust Agreement at the same times and subject
to the same terms and conditions (specifically including forfeiture
provisions) as are applicable to the shares of Restricted Stock under
the Restricted Stock Agreement. Distribution of trust assets to
Mr. Broadhead shall fully satisfy all of Group's obligations to pay
dividends (other than stock dividends) and earnings with respect to
such shares of Restricted Stock. If Mr. Broadhead forfeits all or a
portion of the shares of Restricted Stock, an equal portion of the
assets in the trust related to such shares will be forfeited and
distributed to Group as soon as practicable following the event
giving rise to such forfeiture. For purposes of this Agreement,
dividends payable in stock shall be treated as though shares of
Restricted Stock constituting part of the award of Restricted Stock
with respect to which such stock dividends are paid.
4.05 Taxes. Mr. Broadhead acknowledges that all amounts
payable hereunder shall be reduced by any and all federal, state and
local taxes imposed upon Mr. Broadhead or his Beneficiary which are
required to be withheld by Group.
4.06 Relationship to Employment Agreement. For purposes of
Section 6 of the Employment Agreement entered into on February 13,
1989 by and between J. L. Broadhead and FPL Group, Inc., and any
similar provision of a successor employment or severance agreement,
this Plan will not be deemed to be one of the Pension Plans (as such
term is defined in Section 6(c) of said Employment Agreement).
Establishment of the Plan shall not be construed to give Mr.
Broadhead the right to be retained in the service of Group or any of
its affiliates.
4.07 Duty to Disclose. Mr. Broadhead shall from time to
time provide Group with written notice of the amount and form of
retirement benefits to which he may be entitled under any qualified
defined benefit retirement plans sponsored by any of his former
employers and shall, upon the request of the Vice President of Human
Resources of Group, authorize a representative of Group to discuss
the amount and form of such other retirement benefits with any former
employer. The notice shall specify that it relates to benefits under
this Plan.
4.08 Notices. All notices provided for in this Plan shall
be in writing and shall be deemed to have been duty given if
delivered in person or by overnight delivery or mailed by registered
mail, return receipt requested:
(a) If to Group, to FPL Group, Inc., 700 Universe
Boulevard, Juno Beach, Florida 33408, Attention: General
Counsel/Secretary; and
(b) If to Mr. Broadhead, to J.L. Broadhead, c/o Group or at
his address appearing in the payroll records of Group; or
(c) To such addresses as may be furnished to Group or
Mr. Broadhead in accordance with this paragraph.
IN WITNESS WHEREOF, J.L. Broadhead has hereunto set his
hand, and FPL Group, Inc. has caused this amended and restated Plan
to be signed by its duly appointed officers and its corporate seal to
be hereunto affixed as of the day and year first written above.
L. J. KELLEHER J.L. BROADHEAD
WITNESS J.L. BROADHEAD
DENNIS P. COYLE
WITNESS
ATTESTED:
FPL GROUP, INC.
By: DENNIS P. COYLE By: L. J. KELLEHER
Annex A
Present Value Calculation
The present values described in Sections 2.01(a)(i) and (ii) shall be
determined by applying the following calculation rules:
(i) Solely for calculating the present value
described in Section 2.01(a)(i), Mr. Broadhead's Beneficiary
shall be deemed to be a woman born on February 23, 1943 and
who survives Mr. Broadhead's death;
(ii) The amount of the lump sum benefits payable
shall be determined in all circumstances (including the
payment to Mr. Broadhead s beneficiary following his death)
using the UP-1984 mortality tables. This means that any
lump sum benefit payable to Mr. Broadhead s spouse by reason
of his death on or after January 2, 1998 while still in the
employ of FPL shall be determined as though Mr. Broadhead
terminated his employment immediately prior to his death and
was entitled to receive a lump sum payment based on his
Applicable Percentage (as determined taking into account any
increase therein arising due to his death);
(iii) The amount of the lump sum benefits payable
shall be determined using an interest rate of 5%, and
(iv) In calculating the present value described in
Section 2.01(a)(ii), it shall be assumed that any benefit
that Mr. Broadhead or his beneficiary is entitled to receive
under any plan described therein is paid at the earliest
permissible date under the applicable plan, taking into
account Mr. Broadhead's age, length of service and date of
termination of service, regardless of when benefits actually
commence thereunder.