Exhibit 10.10
C&D TECHNOLOGIES, INC.
PENSION PLAN FOR SALARIED EMPLOYEES
(As Restated and Amended Effective January 1, 1997)
TABLE OF CONTENTS
Page
INTRODUCTION...................................................................1
ARTICLE I......................................................................2
DEFINITIONS.................................................................2
1.1 Accrued Benefit..................................................2
1.2 Act..............................................................2
1.3 Actuarial Equivalent.............................................2
1.4 Actuary..........................................................2
1.5 Adjustment Factor................................................2
1.6 Administrator or Plan Administrator..............................2
1.7 Affiliated Company...............................................2
1.8 Affiliated Foreign Company.......................................3
1.9 Alternate Form of Payment........................................3
1.10 Annual Benefit...................................................3
1.11 Annuity Starting Date............................................3
1.12 Authorized Leave of Absence......................................3
1.13 Average Final Creditable Compensation............................3
1.14 Beneficiary......................................................4
1.15 Company..........................................................4
1.16 Compensation Limitation..........................................4
1.17 Covered Compensation.............................................4
1.18 Creditable Compensation..........................................4
1.19 Credited Service.................................................5
1.20 Current Accrued Benefit..........................................6
1.21 Deferred Retirement Date.........................................6
1.22 Disability.......................................................6
1.23 Disability Retirement Date.......................................6
1.24 Early Retirement Date............................................6
1.25 Effective Date...................................................7
1.26 Eligibility Service, Severance from Employment Date and
One Year Break in Service........................................7
1.27 Eligible Employee................................................9
1.28 Employee.........................................................9
1.29 5-Percent Owner..................................................9
1.30 Investment Manager...............................................9
1.31 Joint and Survivor Annuity or Qualified Joint and
Survivor Annuity.................................................9
1.32 Joint and Survivor Option.......................................10
1.33 Life Annuity with 120 Monthly Payment Guaranteed Option.........10
1.34 Life Annuity with Social Security Adjustment Option.............10
1.35 Member or Active Member.........................................10
1.36 Named Fiduciary.................................................10
1.37 Normal Form of Payment..........................................10
1.38 Normal Retirement Date..........................................10
1.39 Participating Company...........................................10
1.40 Plan............................................................10
1.41 Plan Year.......................................................10
1.42 Pre-Retirement Survivor Annuity.................................11
1.43 Primary Social Security Benefit.................................11
1.44 Prior Plan......................................................11
1.45 Retired Member..................................................12
1.46 Social Security Retirement Age..................................12
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1.47 Special Lump Sum Provision......................................12
1.48 Spouse or Eligible Spouse.......................................12
1.49 Taxable Wage Base...............................................12
1.50 Trustee.........................................................12
1.51 Trust Fund......................................................12
1.52 Vested Member...................................................13
ARTICLE II....................................................................14
ELIGIBILITY................................................................14
2.1 Eligibility for Membership......................................14
2.2 Transfer of Employment..........................................14
2.3 Termination of Membership.......................................16
2.4 Participation of Certain Former Employees.......................16
2.5 No New Members After December 31, 2000..........................16
2.6 Irrevocable Election to Cease Participation.....................16
2.7 Special Provision for Certain Employees.........................17
ARTICLE III...................................................................18
CONTRIBUTIONS..............................................................18
3.1 Amount of Company Contributions.................................18
3.2 Amount of Member Contributions..................................18
3.3 Payment of Contributions........................................18
3.4 Payment of Expense..............................................18
3.5 Forfeitures.....................................................18
3.6 Irrevocability..................................................18
3.7 Contributions Conditioned on Deductibility......................18
ARTICLE IV....................................................................20
RETIREMENT DATES...........................................................20
4.1 Retirement Dates................................................20
4.2 Normal Retirement Date..........................................20
4.3 Deferred Retirement Date........................................20
4.4 Early Retirement Date...........................................20
4.5 Disability Retirement Date......................................21
4.6 Commencement of Benefits........................................21
4.7 Code Section 401(a)(9) Provisions...............................22
ARTICLE V.....................................................................24
AMOUNTS OF BENEF1TS........................................................24
5.1 Normal Retirement Benefits......................................24
5.2 Early Retirement Benefits.......................................24
5.3 Disability Retirement Benefits..................................25
5.4 Benefit Limitations.............................................25
ARTICLE VI....................................................................28
PAYMENT OF RETIREMENT BENEFITS.............................................28
6.1 Normal Form of Payment..........................................28
6.2 Alternate Normal Form of Payment................................28
6.3 Election, Waiver and Notice.....................................28
6.4 Optional Forms of Payment.......................................29
6.5 Joint and Survivor Option.......................................29
6.6 Life Annuity with 120 Monthly Payments Guaranteed Option........30
6.7 Life Annuity with Social Security Adjustment Option.............30
6.8 Special Lump Sum Provision......................................30
6.9 Small Monthly Benefits..........................................31
6.10 Consent on Distribution.........................................31
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6.11 Rollover Option.................................................32
6.12 Waiver of 30-day Requirement....................................32
ARTICLE VII...................................................................34
BENEFITS PAYABLE TO VESTED MEMBERS.........................................34
7.1 Upon Termination of Employment After Completion of
5 Years of Eligibility Service or Attainment of Age 65..........34
ARTICLE VIII..................................................................35
PRE-RETIREMENT SURVIVOR ANNUITY............................................35
ARTICLE IX....................................................................37
ADMINISTRATION OF THE PLAN.................................................37
9.1 Plan Administrator..............................................37
9.2 Named Fiduciary.................................................37
9.3 Authority and Duties of the Plan Administrator..................37
9.4 Reliance on Others..............................................38
9.5 Indemnification.................................................38
ARTICLE X.....................................................................39
AMENDMENTS TO OR TERMINATION OF THE PLAN...................................39
10.1 Right to Amend or Terminate.....................................39
10.2 Termination of the Plan.........................................39
10.3 Distribution Media..............................................40
10.4 Early Termination Restrictions..................................40
ARTICLE XI....................................................................43
GENERAL PROVISIONS.........................................................43
11.1 Trustee.........................................................43
11.2 Investment Manager..............................................43
11.3 Exclusivity of Benefits.........................................43
11.4 Duplication of Benefits.........................................43
11.5 Method and Form of Payment of Benefits..........................44
11.6 Reemployment of Retired Member or Vested Member.................44
11.7 Unclaimed Benefits..............................................44
11.8 Non-alienation of Benefits......................................45
11.9 Substitute Payee................................................46
11.10 Limitation of Rights............................................47
11.11 Liability.......................................................47
11.12 Construction of Plan............................................47
11.13 Title to Assets.................................................47
11.14 Severability....................................................47
11.15 Titles and Headings.............................................47
11.16 Effect of Plan Merger...........................................47
11.17 Top-Heavy Provisions............................................48
11.18 Reduction in Accrued Benefit Prohibited.........................50
11.19 Right's Of Other Employers To Participate.......................51
11.20 Formal Action By Employer.......................................51
APPENDIX A....................................................................52
APPENDIX B....................................................................57
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INTRODUCTION
This Plan, the C&D Technologies, Inc. Pension Plan for Salaried Employees, is a
continuation of the provisions of the Bunker Ramo-Eltra Corporation Pension Plan
for Salaried Employees as in effect as of January 28, 1986, but only such
provisions as applied to certain persons formerly employed by C&D Batteries (a
former division of Bunker Ramo-Eltra Corporation). This Plan was adopted
effective as of January 28, 1986.
In 1987, the Pension Plan for Hourly Employees of C&D Power Systems at
Conshohocken, Pennsylvania Represented by the International Association of
Machinist and Aerospace Workers, AFL-CIO, District Lodge No. I and Affiliated
Lodge 652 was merged with this Plan and the provisions of that plan incorporated
as Appendix B.
Effective January 1, 1989 the Plan was amended and restated to reflect that the
name of the Company was changed to C&D Charter Power Systems, Inc. The Plan was
also amended effective January 1, 1989 (or such later or earlier date as
provided herein) to reflect the provisions of the Tax Reform Act of 1986 and
subsequent regulation and legislation issued up to and including January 1, 1994
and to incorporate other changes to the Plan.
Now, effective January 1, 1997, the Plan is amended and restated again to
reflect new changes required under the law, including but not limited to the
Small Business Job Protection Act of 1996. The Plan was also amended to reflect
that the name of the Company was changed to C&D Technologies, Inc. Members who
retired, terminated employment or died prior to the effective date of the Plan
amendment and restatement, shall be entitled to the benefits in effect on the
date of retirement, termination or death unless specifically provided otherwise
herein.
ARTICLE I
DEFINITIONS
For purposes of the Plan, the following words and phrases will have the
following meanings unless a different meaning is plainly required by the context
and wherever used the singular shall be plural.
1.1 ACCRUED BENEFIT
The monthly amount of the benefit payable as of a Member's Normal
Retirement Date determined in accordance with the provisions of Plan
Section 5.1 based on the Member's Credited Service and Average Final
Creditable Compensation as of the date such determination is made. A
Member's Accrued Benefit shall not be reduced on account of an
increase in the Member's age.
1.2 ACT
The Employee Retirement Income Security Act of 1974 as amended.
1.3 ACTUARIAL EQUIVALENT
A benefit of equal value when computed on the basis of the actuarial
factors attached as Appendix A.
1.4 ACTUARY
An individual who has been enrolled by the Joint Board for the
Enrollment of Actuaries, or a firm of actuaries at least one of whose
members has been so enrolled, which individual or firm has been
retained by the Company.
1.5 ADJUSTMENT FACTOR
The cost-of-living adjustment factor as prescribed by the Secretary of
the Treasury under Code Section 415(d) for years beginning after
December 31, 1996, applied to such items and in such manner as the
Secretary shall prescribe.
1.6 ADMINISTRATOR OR PLAN ADMINISTRATOR
The Company.
1.7 AFFILIATED COMPANY
The Company and any domestic company which is included with the
Company as a member of a controlled group of corporations within the
meaning of Code Section 414(b)
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and regulations issued pursuant thereto (except that with respect to
the benefit limitation under Plan Section 5.4 such determination shall
be made after substituting the phrase "more than 50%" for the phrase
"at least 80%" each place it appears in Code Section 1563); and any
partnership, sole proprietorship, trust, estate or corporation
included within (i) an "affiliated service group" as defined in Code
Section 414(m), which includes the Participating Company, (ii) a
"combined group of trades or business under common control", as
determined under Code Section 414(c) and regulations issued pursuant
thereto, or (iii) a group required to be aggregated with the
Participating Company pursuant to the regulations under Code Section
414(o).
1.8 AFFILIATED FOREIGN COMPANY
Any non-participating company which is located and operated outside
the United States as such term is defined in Section 3(10) of the Act
which would be an Affiliated Company except for its location outside
the United States.
1.9 ALTERNATE FORM OF PAYMENT
"Alternate Form of Payment" shall have the meaning ascribed to such
term in Plan Section 6.2.
1.10 ANNUAL BENEFIT
"Annual Benefit" shall have the meaning ascribed to such term in Plan
Section 5.4.
1.11 ANNUITY STARTING DATE
The first day of the first period for which an amount is paid as an
annuity or in any other optional form of payment. If pension payments
in any form are suspended after the Normal Retirement Date in
accordance with Plan Section 11.6, the re-commencement of pension
payments shall not be treated as a new "Annuity Starting Date".
1.12 AUTHORIZED LEAVE OF ABSENCE
An approved absence of a Member for family illness, personal health,
layoff, absences under the Family or Medical Leave Act, absences under
the Uniformed Services Employment and Re-employment Rights Act of
1994, or other approved leaves of absence. A period of authorized
leave shall be considered as a period of Eligibility Service, except
that if the Member does not return to the employment of the Company
upon conclusion of the approved absence, the Member's Severance from
Employment Date shall be determined in accordance with Plan Section
1.26(c).
1.13 AVERAGE FINAL CREDITABLE COMPENSATION
The highest average monthly Creditable Compensation paid to a Member
during any sixty (60) consecutive calendar months of Eligibility
Service within the one hundred
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twenty (120) calendar months of Eligibility Service immediately
preceding the date of termination of employment, or during all the
months of Eligibility Service if less than one hundred twenty (120)
months. Effective after December 31, 2001, for a Member with less than
five (5) years of Eligibility Service and whose years of Eligibility
Service and age total less than sixty (60), the Member's date of
termination is deemed to be December 31, 2001 for purposes of
calculating the highest average monthly Creditable Compensation.
1.14 BENEFICIARY
Any person designated by a Member or the Plan to receive any death
benefits which become payable under the Plan.
1.15 COMPANY
The C&D Technologies, Inc. or any entity which shall be a successor to
it, in ownership of substantially all of its assets and which assumes
all of its rights and obligations under the Plan.
1.16 COMPENSATION LIMITATION
"Compensation Limitation" shall the meaning ascribed to such term in
Plan Section 1.18.
1.17 COVERED COMPENSATION
The average of the Taxable Wage Base in effect for each calendar year
in the thirty-five (35) year period ending with the last day of the
calendar year in which the Member attains Social Security Retirement
Age. A thirty-five (35) year period is used for all individuals
regardless of the year of birth of the individual. In determining a
Member's Covered Compensation for a calendar year, the Taxable Wage
Base in effect for any subsequent calendar year will be assumed to be
the same as the Taxable Wage Base in effect as of the beginning of the
calendar year for which the determination is being made. A Member's
Covered Compensation for any Plan Year after the thirty-five (35) year
period shall be the Member's Covered Compensation for the Plan Year
during which the thirty-five (35) year period ended.
1.18 CREDITABLE COMPENSATION
Creditable Compensation shall mean the amount paid by the Company to
an Employee as regular or fixed salary, overtime, incentive
compensation, and thirty percent (30%) of sales commissions.
Creditable Compensation shall also include any amount which would have
otherwise been paid to the Employee by the Company during a Plan Year
but for the Employee's participation in a salary reduction agreement
under Code Sections 125, 402(e)(3), 402(h), 403(b), and, effective
January 1, 2001, 132(f)(4). Creditable Compensation shall exclude all
other forms of compensation, such as, but not limited to tuition
assistance, relocation expenses, automobile allowances, financial
planning
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allowances, patent awards, commuting reimbursement, stock options,
death payments, and other equity-related incentive allowances.
Creditable Compensation for any Eligibility Service prior to the
Effective Date shall be determined in accordance with the applicable
provisions of the Plan prior to the Effective Date.
For years on and after January 1, 1994, the annual Credible
Compensation limit shall be $150,000 adjusted as prescribed in Code
Section 401(a)(17). Limitations on Credible Compensation shall be
known as Compensation Limitations. If the Plan determines compensation
on a period of time that contains fewer than twelve (12) calendar
months, then the annual Compensation Limitation is an amount equal to
the annual Compensation Limitation for the calendar year in which the
compensation period begins multiplied by the ratio obtained by
dividing the number of full months in the period by twelve (12).
If compensation for any prior plan year is taken into account in
determining an Eligible Employee's contributions or benefits for the
current year, the compensation for such prior year is subject to the
applicable annual compensation limit in effect for that prior year.
Except that for purposes of determining the benefit under Plan Section
5.1(b) Compensation Limitations in pre-1994 years shall apply to prior
years.
1.19 CREDITED SERVICE
(a) The number of an Eligible Employee's years and completed months
of Eligibility Service; excluding all periods of Eligibility
Service for which the Eligible Employee does not receive
compensation from the Company except for period of Authorized
Leave of Absence and excluding Eligibility Service disregarded
under the Break in Service rules. Credited Service for an
Employee of Ratelco Electronics, Inc. shall commence on the later
of July 1, 1994 or the Eligible Employee's date of hire. Credited
Service for an Employee of International Power Systems, Inc.
shall commence on the later of March 30, 1994 or the Eligible
Employee's date of hire and for Employees of CalPacific Power
Systems, Inc. Credited Service shall commence on the later of
July 1, 1994 or such Eligible Employee's date of hire. Credited
Service for an Employee of the former Power Convertibles
Corporation and the former CalPacific-Northern California Branch
shall commence on the later of January 1, 1998 or such Eligible
Employee's date of hire. Credited Service for an Eligible
Employee who was an employee of the former Johnson Controls,
Dynasty Division, shall commence on March 1, 1999 or such
Eligible Employee's date of hire for purposes of benefit accrual,
but shall include service with Johnson Controls, Dynasty Division
prior to such date for purposes of vesting.
(b) In accordance with Plan Section 1.26, if the Eligibility Service
of a re-employed Member is restored, the Credited Service which
such Member had accrued during such restored Eligibility Service
shall also be restored to such Member.
(c) Notwithstanding the foregoing, as of December 31, 2001, a Member
(1) who has not attained the age of 65, (2) who has less than
five (5) years of Eligibility
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Service, and (3) whose years of Eligibility Service and age total
less than sixty (60), shall not receive Credited Service for
any period of employment after December 31, 2001.
1.20 CURRENT ACCRUED BENEFIT
"Current Accrued Benefit" shall have the meaning ascribed to such term
in Plan Section 5.4.
1.21 DEFERRED RETIREMENT DATE
"Deferred Retirement Date" shall have the meaning ascribed to such
term in Plan Section 4.3.
1.22 DISABILITY
(a) Disability shall mean:
(1) that the Member is totally disabled so as to be prevented
from engaging in any employment or occupation for wage or
profit, and
(2) that such total disability will be continued and permanent
for the remainder of the Member's life, and
(3) that the Member is eligible for and receiving disability
benefits under the Federal Social Security Act.
(b) No member shall be deemed disabled if disability results from:
(1) engaging in a criminal act,
(2) a self-inflicted injury,
(3) service in the armed forces of any country, or
(4) war, insurrection or rebellion.
1.23 DISABILITY RETIREMENT DATE
"Disability Retirement Date" shall have the meaning ascribed to such
term in Plan Section 4.5.
1.24 EARLY RETIREMENT DATE
"Early Retirement Date" shall have the meaning ascribed to such term
in Plan Section 4.4.
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1.25 EFFECTIVE DATE
January 1, 1997.
1.26 ELIGIBILITY SERVICE, SEVERANCE FROM EMPLOYMENT DATE AND BREAK IN
SERVICE
(a) "Eligibility Service" shall mean the period of employment
commencing on the later of the Member's employment date with
C&D Technologies, Inc. or January 28, 1986 and continuing to
the Severance from Employment Date. Eligibility Service
shall be measured by years and fractions thereof; each
completed month shall equal one-twelfth (1/12) of a year. An
Eligible Employee shall be granted a month of Eligibility
Service for any month an Eligible Employee has completed at
least fifteen (15) days. In the case of an Employee employed
by Ratelco Electronics, Inc., Eligibility Service shall
commence on the later of November 2, 1992 or the Eligible
Employee's date of hire. In the case of an Employee employed
by International Power Systems, Inc., Eligibility Service
shall commence on the later of March 30, 1994 or such
Eligible Employee's date of hire and in the case of an
Employee employed by CalPacific Power Systems, Inc.
Eligibility Service shall commence on the later of July 1,
1994 or the Eligible Employee's date of hire. In the case of
an Employee of the former Power Convertibles Corporation and
the former CalPacific-Northern California Branch,
Eligibility Service shall commence on the later of January
1, 1998 or such Eligible Employee's date of hire. In the
case of an Employee of the former Johnson Controls, Dynasty
Division, Eligibility Service shall commence on the later of
March 1, 1999 or such Eligible Employee's date of hire.
(b) In the case of an Employee as of January 28, 1986 who had
been an Employee of the C&D Batteries Division of Bunker
Ramo-Eltra Corporation as of January 28, 1986, and in the
case of any Employee on or after January 28, 1986 who had
severed employment from the C&D Batteries Division of Bunker
Ramo-Eltra Corporation prior to January 28, 1986 as a Vested
Member or a Retired Member of the Prior Plan, "Eligibility
Service" shall include, subject to the Break in Service
rules below and the provisions of Plan Section 11.6, the
Employee's Eligibility Service as of January 28, 1986
determined under the application provisions of the Plan
prior to the January 28, 1986, provided, however, that a
transfer of assets was made on behalf of the Member from the
Plan prior to January 28, 1986 to this Plan.
(c) "Severance from Employment Date" shall mean the earlier of
the date of an Eligible Employee's Retirement, death or
other termination of employment, or the first anniversary of
the date the Eligible Employee is absent from Eligibility
Service for any other reason. If an Eligible Employee incurs
a Severance from Employment Date and is not re-employed
within the twelve consecutive months following the
severance, such Eligible Employee shall have incurred a
"Break in Service".
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(d) In the event an Eligible Employee who has severed employment
is re-employed prior to incurring a Break in Service, such
Eligible Employee's period of Eligibility Service shall
include the period from the Severance from Employment Date
to the date of reemployment.
(e) In the event a Retired Member or a terminated Vested Member
is re-employed, the period of Eligibility Service prior to
retirement or severance shall be restored to the Member and
the provisions of Plan Section 11.6 shall apply.
(f) If an Eligible Employee who is not a Vested Member is
re-employed following a Break in Service which commenced
after the Effective Date, his prior Eligibility Service
shall be restored but only if at least one of the following
is applicable:
(i) the length of his Break in Service was shorter than the
length of his prior Eligibility Service, or
(ii) the length of his Break in Service was shorter than
five (5) years.
The Eligibility Service prior to a Break in Service shall
not be restored, however, until the date the Eligible
Employee has completed at least one year of Eligibility
Service after the date of reemployment.
If prior Eligibility Service is not restored pursuant to
this Section, the Eligible Employee's Eligibility Service
shall commence on the date of reemployment and the Eligible
Employee shall be considered a new Eligible Employee for all
purposes of the Plan.
For purposes of this Plan Section 1.26, the first twelve
(12) month period of a maternity or paternity leave shall be
considered Eligibility Service, the second twelve (12) month
period shall not be considered Eligibility Service nor a
Break in Service.
For purposes of this Plan, "maternity and paternity leave"
means termination of employment or absence from work due to
the pregnancy of the Eligible Employee, the birth of a child
of the Eligible Employee, the placement of a child in
connection with the adoption of the child by an Eligible
Employee, or the caring for an Eligible Employee's child
during the period immediately following the child's birth or
placement for adoption. The Plan Administrator shall
determine, under rules of uniform application and based on
information provided to the Plan Administrator by the
Eligible Employee, whether or not the Eligible Employee's
termination of employment or absence, from work is due to
"maternity or paternity leave".
(g) Eligibility Service shall be used only to determine the
following: eligibility for vesting, eligibility for
benefits, and eligibility for membership except that no
Employees are permitted to participate in the Plan after
December 31, 2000. In
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addition, as of January 1, 2002, any rehired Member may
reenter the Plan but shall not accrue any additional
Credited Service for benefit accruals after December 31,
2001.
(h) Eligibility Service shall include service which would by
recognized as Eligibility Service hereunder with an
Affiliated Company or an Affiliated Foreign Company.
1.27 ELIGIBLE EMPLOYEE
The term Eligible Employee shall mean any salaried employee of C&D
Technologies, Inc. and any adopting subsidiary hired prior to January
1, 2001 who receives a regular stated compensation, other than a
retirement payment, retainer, or fee, as reflected on the payroll
records of the Company, and who is not a member of any other pension
plan under which such person is accruing credits and to which the
Company is contributing. Notwithstanding the foregoing, this
definition shall not include any employee whose conditions of
employment are determined by collective bargaining, unless such
employment is included in the Plan by the express terms of a
collective bargaining agreement. Moreover, no person who is initially
classified by a Affliated Company as an independent contractor for
federal income tax purposes shall be regarded as an Eligible Employee
for that period, regardless of any subsequent determination that any
such person should have been characterized as a common law employee of
the Affiliated Company for the period in question.
1.28 EMPLOYEE
Any person (a) employed by an Affiliated Company for purposes of the
Federal Insurance Contributions Act, (b) a leased employee within the
meaning of Code Section 414(n)(2) with respect to an Affiliated
Company, or (c) deemed to be an employee of an Affiliated Company
pursuant to regulations under Code Section 414(o).
1.29 5-PERCENT OWNER
"5-Percent Owner" shall have the meaning ascribed to such term in Code
Section 416(i).
1.30 INVESTMENT MANAGER
Any person or firm registered under the Investment Company Act of 1940
appointed by the Company or by a fiduciary who is authorized to make
such appointment, to manage or control the assets of the Trust Fund.
1.31 JOINT AND SURVIVOR ANNUITY OR QUALIFIED JOINT AND SURVIVOR ANNUITY
"Joint and Survivor Annuity" shall have the meaning ascribed to such
term in Plan Section 6.2.
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1.32 JOINT AND SURVIVOR OPTION
"Joint and Survivor Option" shall have the meaning ascribed to such
term in Plan Section 6.5.
1.33 LIFE ANNUITY WITH 120 MONTHLY PAYMENT GUARANTEED OPTION
"Life Annuity with 120 Monthly Payment Guaranteed Option" shall have
the meaning ascribed to such term in Plan Section 6.6.
1.34 LIFE ANNUITY WITH SOCIAL SECURITY ADJUSTMENT OPTION
"Life Annuity with Social Security Adjustment Option" shall have the
meaning ascribed to such term in Plan Section 6.7.
1.35 MEMBER OR ACTIVE MEMBER
An Employee who has become a Member of the Plan under Article II. Such
Employee shall remain a Member to the date of termination of
employment.
1.36 NAMED FIDUCIARY
"Named Fiduciary" shall have the meaning ascribed to such term in Plan
Section 9.2.
1.37 NORMAL FORM OF PAYMENT
"Normal Form of Payment" shall have the meaning ascribed to such term
in Plan Section 6.1.
1.38 NORMAL RETIREMENT DATE
"Normal Retirement Date" shall have the meaning ascribed to such term
in Plan Section 4.2.
1.39 PARTICIPATING COMPANY
The Corporation and the subsidiaries and affiliates of C & D
Technologies, Inc. to which this Plan has been extended as specified
by Appendix A.
1.40 PLAN
The C&D Technologies, Inc. Pension Plan for Salaried Employees.
1.41 PLAN YEAR
The Plan Year shall be the calendar year, except that the first Plan
Year shall begin January 28, 1986 and end December 31, 1986.
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1.42 PRE-RETIREMENT SURVIVOR ANNUITY
"Pre-Retirement Survivor Annuity" shall have the meaning ascribed to
such term under Article VIII of the Plan.
1.43 PRIMARY SOCIAL SECURITY BENEFIT
The estimated monthly amount available to a Member at age 65 under the
Federal Social Security Act as in effect at the time of termination of
employment, without regard to whether such amount actually commences
to be paid, and without regard to any increase in the taxable wage
base or benefit levels that may take effect after such termination of
employment. The Primary Social Security Benefit will be estimated
based on the Member's compensation for the calendar year prior to the
year in which the Member's benefit is determined, projected backwards
by the change in the average wages from year to year as determined by
the Social Security Administration. If a Member terminates employment
prior to age 65, the Primary Social Security Benefit will be
determined as though the Member had continued to receive compensation
until age 65 at the rate in effect on the last day of employment. A
Primary Social Security Benefit shall be considered payable for the
purposes of this Plan even though a Member has lost the right to
receive such Primary Social Security Benefit through acceptance of
covered employment, failure to apply for such benefit, or otherwise.
For determination after age 65, the Primary Social Security Benefit
shall be the benefit payable at retirement adjusted as for retirement
at age 65. A written notice will be provided to each Retired and
Vested Member which will indicate that the Primary Social Security
Benefit is estimated and that, in the event the Member obtains a
record of earnings from the Social Security Administration, an
estimated Primary Social Security Benefit based on the record of
actual earnings will be used. Any benefit under the Plan will be
adjusted to reflect any change in the estimated Primary Social
Security Benefit, due to the use of actual earnings. If a reduction in
benefits results, the reduction will be made on a prospective basis
only and will not reflect any prior overpayments. A Member will have
ninety (90) days from receipt of the written notice to provide the
actual Social Security Administration earnings record to the Plan
Administrator.
1.44 PRIOR PLAN
The Bunker Ramo-Eltra Corporation Pension Plan for Salaried Employees
as in effect as of January 28, 1986, exclusive of any amendments to
such Plan that are (a) retroactive to January 28, 1986, (b) adopted
subsequent to such date, and (c) not necessary to comply with
applicable law or regulation or to receive a favorable determination
letter from the Internal Revenue Service concerning qualification of
such Plan under Section 401(a) of the Internal Revenue Code of 1986,
as amended.
-11-
1.45 RETIRED MEMBER
Each Member who is receiving retirement benefit payments under the
Plan or each Member who has retired on an Early Retirement Date, but
whose retirement benefit payments have not commenced, and each Vested
Member upon the date payment of vested benefits commences. Retired
Member shall also include, for purposes of Articles IX, X and XI,
employees of C&D Batteries who severed employment from C&D Batteries
prior to the Effective Date as Retired Members of the Prior Plan and
who are not eligible for membership pursuant to Plan Section 2.1
below.
1.46 SOCIAL SECURITY RETIREMENT AGE
The retirement age under Section 216(1) of the Social Security Act,
applied as if the early retirement age under Section 216(1)(2) of such
Act were age 62. Accordingly, the Social Security Retirement Age is 65
for a Member attaining age 62 before January 1, 2000 (i.e., born
before January 1, 1938), 66 for a Member attaining age 62 after
December 31, 1999 and before January 1, 2017 (i.e., born after
December 31, 1937, but before January 1, 1955), and 67 for a Member
attaining age 62 after December 31, 2016 (i.e., born after December
31, 1954).
1.47 SPECIAL LUMP SUM PROVISION
"Special Lump Sum Provision" shall have the meaning ascribed to such
term in Plan Section 6.8.
1.48 SPOUSE OR ELIGIBLE SPOUSE
The legally married husband or wife of a Member on the Annuity
Starting Date for purposes of Plan Section 6.2 and for purposes of
Article VIII the legally married husband or wife of a Member, to whom
the Member shall have been married for a period of not less than
twelve full months.
1.49 TAXABLE WAGE BASE
The amount equal to one twelfth (1/12) of the contribution and benefit
base in effect under Section 230 of the Social Security Act at the
beginning of the calendar year.
1.50 TRUSTEE
The bank, trust company or insurance company designated by a trustee
agreement, or insurance company contract to maintain the Trust Fund as
the funding medium of the Plan.
1.51 TRUST FUND
The fund established by the Company in accordance with Plan Section
11.1.
-12-
1.52 VESTED MEMBER
A Member who has terminated employment with a vested right in
accordance with Article VII and who has not become a Retired Member.
Vested Member shall also include, for purposes of Articles IX, X and
XI, employees of C&D Batteries who severed employment from C&D
Batteries prior to the Effective Date as Vested Members of the Prior
Plan and who are not eligible for membership pursuant to Plan Section
2.1 below.
-13-
ARTICLE II
ELIGIBILITY
2.1 ELIGIBILITY FOR MEMBERSHIP
(a) Each Eligible Employee who was a Member of the Plan immediately
prior to January 1, 1997 shall continue to be a Member of the
Plan after the Effective Date.
(b) Each other Eligible Employee on or after the Effective Date shall
become eligible to become a Member on the Eligible Employee's
employment date.
(c) An Eligible Employee employed by Ratelco Electronics, Inc. shall
become a Member on the date such Eligible Employee satisfies the
requirements of the preceding sentence but not earlier than July
1, 1994.
(d) Effective January 1, 2001, no new Members will be permitted to
the Plan.
2.2 TRANSFER OF EMPLOYMENT
(a) In the event that:
(i) a Member of the Plan is transferred to employment with the
Company or an Affiliated Company to an Affiliated Company
where employees are not eligible for Plan membership; or
(ii) effective until January 1, 2001, an Employee who is not a
Member of the Plan becomes an Eligible Employee; or
(iii)a Member of the Plan is transferred to employment where or
such that the Member is no longer an Eligible Employee by
definition under this Plan;
then,in those events, "Eligibility Service" shall mean all
service with the Company, an Affiliated Company and an Affiliated
Foreign Company.
(b) with respect to Plan Section 2.2(a)(iii), a transferred Member's
retirement benefits, if any, under the Plan shall be based upon
the greater of (i) the Member's Accrued Benefit based on Average
Final Creditable Compensation as of the date of final retirement
or termination with the Company, an Affiliated Company or an
Affiliated Foreign Company, or (ii) the benefit determined on the
date of transfer using Average Final Creditable Compensation as
of such date.
(c) A Member who has periods of service with the Company as an
Eligible Employee and periods of service with either (i) a
non-participating Affiliated Company or Affiliated Foreign
Company or (ii) the Company or a participating Affiliated
-14-
Company or Affiliated Foreign Company while the Employee was not
an Eligible Employee will receive a pension benefit computed in
accordance with Article V as the greater of the following:
(1) the product of (a) the pension under the Plan as if all of
the Member's Eligiblity Service had been Credited Service
and (b) the ratio of the Member's actual Credited Service to
the Member's Eligibility Service; or
(2) the pension determined as if the date the Employee became an
Eligible Employee was the Member's date of hire.
Notwithstanding the foregoing, in no event, shall the pension
payable pursuant to Paragraph (1), when combined with any other
tax-qualified defined benefit pension payable under any other
pension plan of an Affiliated Company or Affiliated Foreign
Company attributable to the service of the Employee prior to
becoming an Eligible Employee exceed the pension under this Plan
assuming the Member had always been a Member of this Plan.
Moreover, in determining the benefit given pursuant to this
Subsection (c), as of December 31, 2001, a Member (i) who has not
attained the age of 65, (ii) who has less than five (5) years of
Eligibility Service, and (iii) whose years of Eligibility Service
and age total less than sixty (60), shall not receive Credited
Service for any period of employment after December 31, 2001 and
for purposes of determining the ratio in Paragraph (1) above,
Eligibility Service shall not include periods of employment after
December 31, 2001.
(d) A Member whose service includes periods of employment with the
Company and periods of employment with an Affiliated Foreign
Company, and who is not covered by an individual deferred
compensation agreement between such Member and the Company, will
receive a pension benefit computed in accordance with Article V
as if all of the Member's Eligibility Service from the earlier of
membership in this Plan, a Prior Plan, or in a pension plan
maintained by an Affiliated Foreign Company had been Credited
Service. This benefit, however, will be reduced by any benefits
not attributable to employee contributions which are payable on
account of the same Credited Service under any pension plan
maintained by an Affiliated Foreign Company.
(e) (i) In the event that a Member is transferred from a
participating Company to another participating Company,
membership in the Plan shall not be affected by such
transfer and the participating Company to which the Member
has been transferred shall thereafter exercise all rights,
powers, duties and obligations hereunder with respect to
such Member.
(ii) Notwithstanding the provisions of Plan Section 5.1, in no
event shall a transferred Member who accrues at least five
years of Credited Service with a participating Company prior
to such transfer to another
-15-
participating Company receive a lower benefit as a result of
such transfer than the Member would have been entitled to if
all years of Credited Service had been accrued with the
participating Company from which the Member is transferred.
2.3 TERMINATION OF MEMBERSHIP
Membership in the Plan shall terminate upon a Severance from
Employment Date with an Affiliated Company or an Affiliated Foreign
Company if at that time such Employee is not a Retired Member or a
Vested Member. If a terminated Member again becomes an Employee, such
person shall be considered a new Employee, except as provided in Plan
Section 1.26.
2.4 PARTICIPATION OF CERTAIN FORMER EMPLOYEES
Any benefits payable under the Prior Plan as of January 28, 1986
(including, without limitation, any pre-retirement survivor annuity
payable under Article VIII of the Prior Plan) to or on behalf of any
former employee of the C&D Batteries Division of Bunker Ramo-Eltra
Corporation who had severed such employment prior to the Effective
Date as a Vested Member or a Retired Member of the Prior Plan and who
does not qualify for membership in the Plan pursuant to Plan Section
2.1 above, shall be payable from and under this Plan; provided that,
any provisions of this Plan to, the contrary notwithstanding, the
amount, time and form of payment, of such benefits shall be governed
by and subject to the applicable terms, conditions and provisions of
the Prior Plan. The intent of this Plan Section 2.4 to assume, as of
the Effective Date, the obligations of the Prior Plan as of January
28, 1986 to pay benefits to or on behalf of such former employees on
account of employment with the C&D Batteries Division, without
enlarging, diminishing or otherwise altering the amount or time or
form of payment of such benefits.
2.5 NO NEW MEMBERS AFTER DECEMBER 31, 2000
Effective on and after January 1, 2001, no Employee shall be permitted
entry in the Plan under the provisions of this Article II or any other
provision of this Plan. Any Member of the Plan who is an active
Employee on December 31, 2000 shall continue to earn Credited Service
and Eligibility Service under the terms of the Plan subject to the
terms of Plan Section 2.6.
2.6 IRREVOCABLE ELECTION TO CEASE PARTICIPATION
Any Eligible Employee who is hired by the Company and becomes a Member
of the Plan on and after January 1, 2000 and on and before December
31, 2000 may, at the time and in the manner as published to such
Eligible Employees by the Committee, irrevocably elect to cease
participation in the Plan. If an Eligible Employee makes an
irrevocable election to cease participation, all Credited Service
shall cease as of December 31, 2000, but such Eligible Employee will
continue to earn Eligibility Service for purposes of
-16-
vesting under the Plan. Such Eligible Employee's Accrued Benefit shall
be based on Credited Service and Average Final Creditable Compensation
on the date such cessation of participation becomes effective.
2.7 SPECIAL PROVISION FOR CERTAIN EMPLOYEES
As of December 31, 2001, a Member (1) who has not attained the age of
65, (2) who has less than five (5) years of Eligibility Service, and
(3) whose years of Eligibility Service and age total less than sixty
(60), shall not receive Credited Service for any period of employment
after December 31, 2001, but such Member will continue to earn
Eligibility Service for purposes of vesting. Moreover, such Member's
deemed termination date for purposes of calculating his Average Final
Creditable Compensation pursuant to Plan Section 1.13 shall be
December 31, 2001.
-17-
ARTICLE III
CONTRIBUTIONS
3.1 AMOUNT OF COMPANY CONTRIBUTIONS
During the continuance of the Plan the Company intends, from time to
time, to pay to the Trustee, to be held or applied under the trust
agreement, such sums of money which together with earnings of the fund
will be sufficient to provide the benefits specified by the Plan.
3.2 AMOUNT OF MEMBER CONTRIBUTIONS
No contributions shall be required of or permitted by the Members.
3.3 PAYMENT OF CONTRIBUTIONS
The Company shall pay contributions to the Trustee on account of a
particular Plan Year at such times as the Company may decide.
3.4 PAYMENT OF EXPENSE
The Trustee shall pay all the administrative expenses of the Plan and
all fees and retainers of the Plan's Trustee, Actuary, Administrator,
Investment Manager, accountant, counsel, fiduciary, or other
specialists unless the Company elects to do so.
3.5 FORFEITURES
Forfeitures arising from termination of employment, death or for any
other reason will not be applied to increase the benefits any member
would otherwise receive under the Plan. Any amounts so forfeited will
be used to reduce the Company's contributions.
3.6 IRREVOCABILITY
The Company shall have no right, title or interest in the
contributions made by it to the Trust Fund and no part of the Trust
Fund shall revert to the Company, except after satisfaction of all
liabilities of the Plan upon the termination of the Plan.
3.7 CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY
All contributions made by the Company shall be conditioned on the
deductibility thereof. In the event that all or part of any of the
Company's deductions under Code Section 404 for contributions to the
Plan are disallowed by the Internal Revenue Service (or if the amount
of non-deductible contribution is $25,000 or less and certification by
the Plan's Actuary is made to that fact), the portion of the
contributions to which such disallowance
-18-
applies shall be returned to the Company within one year after
disallowance of the deduction, without interest.
-19-
ARTICLE IV
RETIREMENT DATES
4.1 RETIREMENT DATES
Wherever in the Plan reference is made to retirement or a retirement
date, it shall mean the Normal, Early, Deferred or Disability
Retirement Date, whichever applies to the Member, in accordance with
the provisions of this article. As a condition of eligibility for
benefits a Member must submit a written application on the appropriate
form.
4.2 NORMAL RETIREMENT DATE
A Member's Normal Retirement Date is the first day of the month next
following attainment of age 65. A Member shall be one hundred percent
(100%) vested in the Member's Accrued Benefit upon the attainment of
age 65 if employed by an Affiliated Company on such date.
4.3 DEFERRED RETIREMENT DATE
A Member may continue in employment after the Normal Retirement Date.
Any such Member shall retire on the first day of any month when the
Member requests to be retired, such date being known as the Deferred
Retirement Date. In no event shall a Member who is a 5-Percent Owner
defer receipt of his benefit beyond the April 1st following the Plan
Year in which he attains age 70-1/2. A Member who is not a 5-Percent
Owner may defer receipt of his benefit until the later of the April
1st following the Plan Year in which he attaints age 70-1/2 or the
April 1st following the Plan Year in which he retires.
Notwithstanding the foregoing, in accordance with Code Section
401(a)(9), effective January 1, 1997, in the event a Member retires
after the April 1 of the year following the calendar year in which the
Member attained the age of 70 1/2 (the "401(a)(9) Date"), the Member's
Accrued Benefit on the Member's Deferred Retirement Date shall be
equal to the actuarial equivalent of the Member's Accrued Benefit as
of the 401(a)(9) Date, plus the actuarial equivalent of any additional
benefits accrued after the 401(a)(9) Date, reduced by the actuarial
equivalent of any distributions made to the Member after the 401(a)(9)
Date.
4.4 EARLY RETIREMENT DATE
A Member who has completed five (5) years of Eligibility Service and
attained age 55 may retire on the first day of any subsequent month,
such date being known as the Early Retirement Date.
-20-
4.5 DISABILITY RETIREMENT DATE
(a) A Member who:
(1) has completed ten (10) or more years of Eligibility Service,
(2) is disabled pursuant to Plan Section 1.22 as determined by
the Plan Administrator,
(3) remains permanently disabled for at least six (6) months,
and
(4) makes application for a disability pension benefit,
shall be retired on the first day of the month next following the
date the Member has satisfied the above requirements, such date
being known as the Disability Retirement Date.
(b) As a condition to the Member's continuing to receive disability
benefits prior to Normal Retirement Date, the Plan Administrator
shall have the right to require the Member to provide:
(1) medical proof of the continuation of disability, including
but not limited to the submission to a medical examination
as reasonably requested by the Plan Administrator, and
(2) proof of continuing benefits under the Federal Social
Security Act.
(c) If a Member recovers from total and permanent disability or upon
the attainment of Normal Retirement Date, the Member's disability
retirement benefit shall stop and the Member shall only be
entitled to such other benefits as may be provided under the
terms of the Plan for which the Member was eligible as of the
Member's Disability Retirement Date. If such Member returns to
the employ of the Company immediately following the recovery from
total and permanent disability, the Member shall cease to be a
Retired Member and the Member's employment with the Company shall
not be deemed interrupted; however, no Credited Service shall
accrue during such period of disability.
4.6 COMMENCEMENT OF BENEFITS
Subject to the following sentence, payment of any benefit provided
under this Plan shall commence no later than the sixtieth (60th) day
after the end of the Plan Year in which the Member both has attained
normal retirement age and terminated his employment with the Company.
Regardless of the foregoing, the payment of benefits under the Plan to
a Member must begin by the, April 1st following the Plan Year in which
he reaches age 70-1/2 for a Member who is a 5-Percent Owner. A Member
who is not a 5-Percent Owner
-21-
may defer receipt of his benefit until the later of the April 1st
following the Plan Year in which he attaints age 70-1/2 or the April
1st following the Plan Year in which he retires.
4.7 CODE SECTION 401(a)(9) PROVISIONS
(a) A Member's total interest in the Plan must be distributed
commencing not later than the Member's required beginning date
and, unless paid in the form of a single cash payment, paid over
the life (or a period not exceeding the life expectancy) of (i)
the Member, or (ii) the Member and his Eligible Spouse or
designated Beneficiary (whichever is applicable).
If the Member is a 5-Percent Owner, the Member's required beginning
date is the April 1st following the calendar year in which the Member
attains 70-1/2. If the Member is not a 5-Percent Owner, the Member may
defer receipt of his benefit until the later of the April 1st
following the Plan Year in which he attaints age 70-1/2 or the April
1st following the Plan Year in which he retires.
(b) In the event a Member dies prior to his benefit commencement
date, any Pre-Retirement Survivor Annuity payable hereunder shall
be distributed at least as rapidly as over the life of the
Member's Eligible Spouse.
(c) In the event a Member dies on or after his benefit commencement
date but before actual payment has commenced, the Member's total
interest in the Plan (if any) shall be distributed by December 31
of that calendar year in which the fifth anniversary of the
Member's date of death occurs. However, the 5-year distribution
requirement of the preceding sentence shall not apply to any
portion of the deceased Member's interest which is payable to or
for the benefit of his Eligible Spouse or Beneficiary, provided
that such portion shall be distributed over the life of such
Eligible Spouse or Beneficiary (or over a period not extending
beyond the life expectancy of such Eligible Spouse or designated
Beneficiary). Any such distribution to a contingent Beneficiary
must commence not later than the December 31 of the calendar year
in which the Member would have attained age 70-1/2. If the
Eligible Spouse dies before distributions to such spouse begin,
then the 5-year distribution requirement shall apply as if the
spouse was the Member.
(d) In the event the Member dies after actual payment has commenced
on his benefit commencement date, the remaining portion of his
pension must continue to be distributed at least as rapidly as
under the method of distribution being used prior to the Member's
death.
(e) The provisions of this Plan Section 6.11 shall apply
notwithstanding any other Plan provisions to the contrary and any
distribution under this Plan shall be made in accordance with
proposed regulation 1.401(a)(9) and the incidental death benefit
requirements of Code Section 401(a)(9)(G).
-22-
(f) Effective after December 31, 2001, the Plan will apply the
minimum distribution requirements of Code Section 401(a)(9) in
accordance with the regulations under Code Section 401(a)(9) that
were proposed on January 17, 2001, notwithstanding any provision
of the Plan to the contrary. This amendment shall continue in
effect until the end of the last calendar year beginning before
the effective date of final regulations under Code Section
401(a)(9) or such other date as may be specified in guidance
published by the Internal Revenue Service.
-23-
ARTICLE V
AMOUNTS OF BENEF1TS
5.1 NORMAL RETIREMENT BENEFITS
(a) Upon retirement on a Normal or Deferred Retirement Date, the
Member shall be entitled to receive a monthly retirement benefit
equal to the greater of (i), (ii) or (iii) below:
(i) 2.1% of the Member's Average Final Creditable Compensation
multiplied by Credited Service up to a maximum of 15 years,
plus 1.6% of such Average Final Creditable Compensation
multiplied by Credited Service in excess of 15 years up to a
maximum of 15 years of such excess Credited Service, less
1/2% of Covered Compensation (not in excess of Average Final
Creditable Compensation) multiplied by Credited Service up
to a maximum of 30 years.
(ii) The following benefit is frozen at December 31, 1988: 2-1/4%
of the Member's Average Final Creditable Compensation
multiplied by Credited' Service up to a maximum of 15 years,
plus 1-3/4% of such Average Final Creditable Compensation
multiplied by Credited Service in excess of 15 years up to a
maximum of 15 years of such excess Credited Service, less
1-2/3% of the Member's Primary Social Security Benefit
multiplied by Credited Service up to a maximum of 30 years.
(iii)$10.00 multiplied by the number of years of Credited
Service.
(b) In no event shall a Member's retirement benefit under this Plan
be less than the retirement benefit accrued under a Prior Plan to
the date such Member became a Member under this Plan.
(c) In no event shall a Member's Normal Retirement Benefit be less
than the benefit the Member could have received upon early
retirement.
5.2 EARLY RETIREMENT BENEFITS
(a) A Member who retires on an Early Retirement Date after attainment
of age 62 shall be entitled to receive a benefit equal to the
Member's Accrued Benefit at such Early Retirement Date calculated
in accordance with Plan Section 5.1.
(b) A Member who retires on an Early Retirement Date shall be
entitled to receive a benefit commencing on such Early Retirement
Date equal to the Member's Accrued Benefit calculated in
accordance with Plan Section 5.1, reduced by 1/2 of
-24-
1% for each complete month the Annuity Starting Date precedes the
first day of the month following the Member's attainment of age
62.
(c) A Member who retires on an Early Retirement Date may elect to
delay the commencement of payments until the Member's Normal
Retirement Date. In such event the Member shall be entitled to
receive a benefit equal to the Member's Accrued Benefit at Early
Retirement Date calculated in accordance with Plan Section 5.1.
5.3 DISABILITY RETIREMENT BENEFITS
The monthly disability benefit payable commencing on the Member's
Disability Retirement Date shall be equal to the Member's Accrued
Benefit calculated in accordance with Plan Section 5.1 and payable as
provided in Plan Section 6.1. During the period in which such
Disability Retirement is paid, the provisions of Article VIII shall
apply to the Spouse upon the death of the Member prior to Normal
Retirement Date except that such spousal death benefit shall not be
reduced for early commencement nor pursuant to the provisions of Plan
Section 8.1(e).
5.4 BENEFIT LIMITATIONS
The annual benefit payable to an Eligible Employee in any calendar
year, from all defined benefit plans maintained by the Affiliated
Companies, may not exceed the lessor of:
(i) $90,000, adjusted by the Adjustment Factor; or
(ii) 100% of the Eligible Employee's average compensation for the
three consecutive years that produces the highest average.
If the annual benefit commences when the Eligible Employee has less
than ten (10) years of participation in the Plan, the maximum benefit
payable is reduced by one-tenth for each year of Plan participation
less than ten.
If the annual benefits commence before the Member's Social Security
Retirement Age, the maximum Limitation will be adjusted so that it is
the actuarial equivalent of a $90,000 annual benefit, increased by the
Adjustment Factor beginning at the Social Security Retirement Age. For
purposes of making this adjustment the interest rate assumption shall
not be less than the assumption specified under the Plan, or five
percent (5%) per year. The actuarial adjustment will be made in the
manner prescribed by the Secretary of the Treasury to be consistent
with the reduction for old-age insurance benefits commencing before
the Social Security Retirement Age under the Social Security Act.
If the annual benefits commence after the Member's Social Security
Retirement Age, the limitation will be adjusted so that it is the
actuarial equivalent of a $90,000 annual benefit
-25-
increased by the Adjustment Factor, beginning at the Social Security
Retirement Age. For purposes of making this adjustment, the interest
rate assumption shall not be greater than the lesser of the interest
rate assumption under the Plan or an assumption of five percent (5%)
per year.
"Annual Benefit" shall mean a benefit payable annually in the form of
a straight life annuity with no ancillary benefits or a Joint and
Survivor Annuity in the case of a married Member with a Spouse.
Benefits payable in any other form will be adjusted to the actuarial
equivalent of a straight life annuity.
If the Current Accrued Benefit of an individual who is a Member as of
the first day of the calendar year beginning on or after January 1,
l987 exceeds the benefit limitations under Code Section 415(b)(1)(A),
then for purposes for Code Section 415(b) and (e) the $90,000 maximum
limitation with respect to such individual shall be equal to such
Current Accrued Benefit. "Current Accrued Benefit" shall mean a
Member's Accrued Benefit under the Plan, determined as if the Member
had separated from service as of the close of the last calendar year
beginning before January 1, 1987, when expressed as an annual benefit
within the meaning of Code Section 415(b)(2). In determining the
amount of a Member's Current Accrued Benefit the following shall be
disregarded:
(i) any change in terms and conditions of the Plan after May 5,
1986; and
(ii) any cost-of-living adjustment occurring after May 5, 1986.
For purposes of the limitations of this Section, compensation shall
mean wages within the meaning of Code Section 3401(a) (for purposes of
income tax withholding at the source) but determined without regard to
any rules that limit remuneration included in wages based on the
nature or location of the employment or services performed.
The limitations of this Section will be deemed satisfied if the annual
benefit payable to an Eligible Employee is not more than $1,000
multiplied by the Eligible Employee's years of service with the
Company (not exceeding ten (10)) and the Eligible Employee never
participated in a defined contribution plan maintained by the Company.
In addition to other limitations set forth in the Plan and
notwithstanding any other provisions of the Plan, the Accrued Benefit
including the right to any optional benefit provided in the Plan (and
all other defined benefit plains required to be aggregated with the
Plan under the provisions of Code Section 415) that was limited in a
prior Plan Year, shall be increased to an amount not in excess of the
amount permitted under Code Section 415 in any current Plan Year.
Any modification or amendment of the Plan may be make retroactively by
the Company, if necessary or appropriate, to obtain or retain the
aforementioned approvals, provided that pension benefits under the
Plan are not diminished.
-26-
Effective until January 1, 2001, in the case of any individual who is
a member in both the Plan and in a defined contribution plan of the
Company, the defined benefit plan fraction and the defined
contribution plan fraction for any calendar year may not exceed 1.0.
For this purpose, the defined benefit plan fraction for any year is a
fraction, the numerator of which is the projected annual benefit of
the Member under the Plan and any other defined benefit plan of the
Company (determined as of the close of the year), and the denominator
of which is the lesser of (1) the, product of 1.25 multiplied by the
dollar limitation in effect under Code Section 415(b)(1)(A) for such
year, or (2) the product of 1.4 multiplied by the amount which may be
taken into account under Code Section 415(b)(1)(B) with respect to
such individual under the plan(s) for each year.
For this purpose, the defined contribution plan fraction for any year
is a fraction, the numerator of which is the sum of the annual
additions to the Member's account as of the close of the year and the
denominator of which is the sum of the lesser of the following
amounts, determined for such year and for each prior year of service
with the Company.
(1) the product of 1.25 multiplied by the dollar limitation in effect
under Code Section 415(c)(1)(A) for such year [determined without
regard to Code Section 415(c)(6)], or
(2) the product of 1.4 multiplied by the amount which may be taken
into account under Code Section 415(c)(1)(B) (or Code Section
415(c)(7) if applicable) with respect to such individual under
such plan(s) for each year.
-27-
ARTICLE VI
PAYMENT OF RETIREMENT BENEFITS
6.1 NORMAL FORM OF PAYMENT
The Normal Form of Payment of benefits shall be payments in equal
monthly installments on a life annuity basis, commencing on the
Member's Retirement Date and continuing to and including the payment
as of the first day of the month in which the Retired Member's death
occurs.
6.2 ALTERNATE NORMAL FORM OF PAYMENT
(a) If a Member's Spouse is living on the Annuity Starting Date, the
Member's retirement benefit payments shall not be made under the
Normal Form of Payment set forth in Plan Section 6.1 but shall be
paid under the Alternate Normal Form of Payment in the form of a
Joint and Survivor Annuity.
(b) The Joint and Survivor Annuity as described in (a) above shall be
the Actuarial Equivalent of the Normal Form of Payment described
in Plan Section 6.1 by application of the reduction factors
described in Appendix A. Such Joint and Survivor Annuity shall be
payable to the Member for life with fifty percent (50%) of the
reduced benefit continued to the Member's Spouse for the duration
of the Spouse's lifetime after the death of the Member.
6.3 ELECTION, WAIVER AND NOTICE
(a) The Plan Administrator shall furnish to each Member, not less
than thirty (30) days and no more than ninety (90) days prior the
Annuity Starting Date, a written explanation in non-technical
language of: the terms and conditions of the Joint and Survivor
Annuity or the life annuity (whichever is applicable), the
Member's right to waive and the effect of an election to waive
the Joint and Survivor Annuity or life annuity, the rights of a
Member's Spouse with respect to the Qualified Joint and Survivor
Annuity, the right to revoke and the effect of an election to
revoke the Normal Forms of Payment, a general explanation of the
relative financial effect of the Member's waiver election and a
general description of the eligibility conditions and material
features of the optional forms of payment available and an
explanation of the relative values of the optional forms of
payment. Notwithstanding the foregoing, a Member may elect to
waive the requirement that the written explanation be provided at
least thirty (30) days before the Annuity Starting Date, provided
that the distribution commences more than seven (7) days after
the date such explanation is received by the Member.
(b) A Member may elect in writing at any time during the ninety (90)
day period ending on the Annuity Starting Date to reject the
Joint and Survivor Annuity or
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life annuity benefit (whichever is applicable) and receive any
optional form of benefit available to the Member. Such rejection
must be accompanied by a written spousal consent (if applicable)
which acknowledges the effect of the election, names the
alternate Beneficiary (if any), the optional form of payment
which may not be changed without spousal consent (or the Spouse's
consent permits designation without further consent) and is
witnessed by a notary public. Any rejection of the Joint and
Survivor Annuity or life annuity may be cancelled by written
election at any time prior to the Annuity Starting Date.
A spousal consent shall not be required if the Member is not
married to a Spouse, or if the Member and the Spouse are legally
separated or the Member has been abandoned by the Spouse (and has
a court order to such effect), or any other circumstance which is
recognized by the Secretary of the Treasury to be an exception to
the requirement of spousal consent.
6.4 OPTIONAL FORMS OF PAYMENT
In lieu of the Normal Form of Payment or Alternate Normal Form of
Payment, a Member other than a Vested Member (except for the
provisions of Plan Section 6.8) or a Member retiring on a disability
retirement may elect an optional form of payment, subject to the
provisions of Plan Section 6.3. The optional form of benefit will be
the Actuarial Equivalent of the Normal Form of Payment by application
of the reduction factors described in Appendix A. A Member may also
change or revoke an election previously made, subject to the spousal
consent provisions of Plan Section 6.3. A written application to
elect, change or revoke an optional form of payment must be filed by
the Member prior to the Member's Annuity Starting Date. The optional
forms of benefit are:
(a) life annuity (as described in Plan Section 6.1),
(b) Joint and Survivor Option as provided in Plan Section 6.5,
(c) Life Annuity with 120 Monthly Payments Guaranteed Option as
provided in Plan Section 6.6, and
(d) Life Annuity with Social Security Adjustment Option as provided
in Plan Section 6.7.
(e) Special Lump Sum Provisions as provided in Plan Section 6.8.
6.5 JOINT AND SURVIVOR OPTION
(a) Under the Joint and Survivor Option the Member may elect to
receive a retirement benefit adjusted by application of the
reduction factor described in Appendix A for life, with the
provision that one hundred percent (100%) of such reduced
retirement benefit shall continue to be paid to the Member's
Spouse following the Member's death after the Annuity Starting
Date.
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(b) If a Member elects a Joint and Survivor Option and such Member's
Spouse dies before the Annuity Starting Date, the election will
not be effective and the Member will receive the retirement
benefit otherwise payable to such Member in accordance with the
Normal Form of Payment unless such Member makes a subsequent
election in accordance with the provisions of this Article.
(c) If a Member elects a Joint and Survivor Option and the Member
dies before the Annuity Starting Date, the Spouse will not be
entitled to any rights or benefits under the Plan except as
otherwise provided in Article VIII.
6.6 LIFE ANNUITY WITH 120 MONTHLY PAYMENTS GUARANTEED OPTION
(a) Under the Life Annuity with 120 Monthly Payments Guaranteed
Option, a Member may elect to receive a reduced retirement
benefit by application of the reduction factor described in
Appendix A payable for life provided, however, that subsequent to
the Annuity Starting Date, not less than 120 monthly payments of
such reduced retirement benefit payments shall be made to the
Member and/or the Beneficiary named by the Member. A Member may
name one or more contingent Beneficiaries to receive the benefits
under this Option in the event of the death of the primary
Beneficiary.
(b) In the event of the death of both the Member and designated
Beneficiary, subsequent to the Annuity Starting Date and before
all the guaranteed payments have been made to the Member and/or
Beneficiary, the commuted value determined in accordance with
Appendix A of the remainder of the 120 guaranteed payments shall
be paid in a lump sum;
(i) to the designated contingent Beneficiary if living, or
(ii) if no contingent Beneficiary is designated or living, to the
estate of the last to survive of the Member or the
Beneficiary.
6.7 LIFE ANNUITY WITH SOCIAL SECURITY ADJUSTMENT OPTION
A Member who retires prior to age 62 may elect to receive a retirement
benefit adjusted by Appendix A for the years before age 62, so that
such retirement benefit until age 62 will be substantially the same as
the retirement benefit after age 62 plus the amount of reduced primary
benefits under the Federal Social Security Act expected to become
payable to the Member at age 62.
6.8 SPECIAL LUMP SUM PROVISION
This provision shall apply to any Member entitled to receive a pension
on an Annuity Starting Date under the terms of the Plan other than a
Member who retires on a Disability Retirement Date.
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(i) If on an Annuity Starting Date the Actuarial Equivalent value (as
determined under Appendix A) of a Member's pension is less than
$10,000, the Member may elect to receive the value of pension in
one lump sum payment equal to the Actuarial Equivalent value of
the Member's pension.
(ii) The election of the Special Lump Sum Provision, if applicable,
shall be made available with respect to any Annuity Starting Date
including, for purposes of this Plan Section 6.8 only, the first
of any month following the date a Member terminates employment
with a deferred vested pension. In the event the Special Lump Sum
Provision becomes available on a benefit commencement date which
precedes a Normal or, if applicable, an Early Retirement Date
then the provisions of Plan Section 6.1 (regarding Normal Form of
Payment for unmarried Members) and Plan Section 6.2 (regarding
Qualified Joint and Survivor Annuity for married Members) shall
be made available at the same time as the Special Lump Sum
Provision, depending on the Member's marital status on the
Annuity Starting Date.
To the extent that the provisions of Plan Sections 6.1 or 6.2
shall become applicable under this Section (c) prior to the date
of Early Retirement Date eligibility, then such pension shall
reflect an Actuarially Equivalent reduction for early
commencement and form of payment as provided in Appendix A.
6.9 SMALL MONTHLY PAYMENTS
If a pension payable under the Plan is less than $25 per month, the
Plan Administrator shall direct that such benefit be paid quarterly,
semiannually or annually. The Plan Administrator will direct the
payment of a lump sum which is Actuarial Equivalent to a monthly
benefit otherwise payable, without the consent of the Member (or if
applicable, the Eligible Spouse or Beneficiary), if the Actuarial
Equivalent value is not more than $3,500, or effective January 1,
2000, $5,000 as determined in accordance with Appendix A.
Notwithstanding the preceding sentence, a lump sum may not be
distributed to a Member after an Annuity Starting Date, unless the
Member and, if applicable, his Eligible Spouse consent in writing, not
more than ninety (90) days before the distribution of such lump sum.
If an Eligible Employee terminates service and the Actuarial
Equivalent lump sum value of the Employees vested Accrued Benefit is
zero, the Eligible Employee shall be deemed to have received such
vested Accrued Benefit.
6.10 CONSENT ON DISTRIBUTION
If a benefit becomes payable to a Member prior to Normal Retirement
Date, the benefit shall not be distributed to the Member without the
consent of the Member unless the benefit is distributed under the
terms of Plan Section 6.9 (with regards to the present value of
benefits not in excess of $3,500, or effective January 1, 2000,
$5,000).
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Not less than thirty (30) days nor more than ninety (90) days prior to
an Annuity Starting Date, the Plan Administrator shall notify any
Member subject to the rules of consent of the right to defer
commencement until Normal Retirement Date.
6.11 ROLLOVER OPTION
(a) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Member's election under this Section, a
Member may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the Member in a direct rollover.
(b) Eligible rollover distribution: An eligible rollover distribution
is any distribution of all or any portion of the balance to the
credit of the Member except that an eligible rollover
distribution does not include: any distribution that is one of a
series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy)
of the Member or the joint lives (or joint life expectancies) of
the Member and the Member's designated Beneficiary, or for a
specified period of ten years or more; any distribution that is
required under Code Section 401(a)(9); the portion of any
distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to Member securities); and any distribution
contemplated by Code Section 401(k)(2)(B)(i)(IV).
(c) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in Code Section 408(a),
an individual retirement annuity described in Code Section
408(b), an annuity plan described in Code Section 403(a), or a
qualified trust described in Code Section 401(a), that accepts
the Member's eligible rollover distribution. However, in the case
of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or
individual retirement annuity.
(d) Member: A Member includes for purpose of this Plan Section 6.11
an Eligible Employee or former Eligible Employee. In addition,
the Eligible Employee's or former Eligible Employee's Eligible
Spouse and the Eligible Employee's or former Eligible Employee's
spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in Code Section
414(p) of the Code, are Members with regard to the interest of
the spouse or former spouse.
(e) Direct Rollover: A direct rollover is a payment by the plan to
the eligible retirement plan specified by the distributes.
6.12 WAIVER OF 30-DAY REQUIREMENT
If a distribution is one to which Code Sections 401(a)(11) and 417 do
not apply, such distribution may commence less than thirty (30) days
after the notice required under
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section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:
(1) the Plan Administrator clearly informs the Member that the Member
has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution
option), and
(2) the Member, after receiving the notice, affirmatively elects a
distribution.
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ARTICLE VII
BENEFITS PAYABLE TO VESTED MEMBERS
7.1 UPON TERMINATION OF EMPLOYMENT AFTER COMPLETION OF 5 YEARS OF
ELIGIBILITY SERVICE OR ATTAINMENT OF AGE 65
(a) In the event a Member's employment is terminated prior to
qualifying for any other benefits under the Plan and after having
completed less than five (5) years of Eligibility Service, there
shall be no benefits payable from the Plan.
(b) A Member whose employment is terminated prior to qualifying for
any other benefits under the Plan, but after completing five (5)
years of Eligibility Service or on or after attaining age 65
shall become a Vested Member.
(c) The Vested Member shall make application for payment of
retirement benefits on an appropriate form filed with the Plan
Administrator. The Vested Member may elect to commence benefits
on any date after attainment of age 55 and before Normal
Retirement Date or defer commencement until the Vested Member's
Normal Retirement Date. A Member shall be required to make
application for the' commencement of any benefit hereunder to the
Plan Administrator.
(d) Upon receipt of retirement benefits the Member shall become a
Retired Member and, in accordance with Article VI, there shall be
payable a monthly Normal Form of retirement benefit equal to such
Member's Accrued Benefit, reduced by 1/2 of 1% for each completed
month by which the Annuity Starting Date precedes the Member's
Normal Retirement Date.
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ARTICLE VIII
PRE-RETIREMENT SURVIVOR ANNUITY
8.1 (a) If a Member has completed five years of Eligibility Service, or a
Vested Member, or a Retired Member dies before his Annuity
Starting Date, the surviving Spouse shall receive a
Pre-retirement Survivor Annuity providing a lifetime benefit. The
Spouse's benefit will equal the Member's Accrued Benefit as of
the date of death, reduced to reflect the amount the Spouse would
receive if the Member had elected a Joint and Survivor Annuity in
accordance with Plan Section 6.2, reduced for each month that
benefit payments precede the Member's Normal Retirement Date in
accordance with the applicable provisions of Plan Sections 5.2 or
7.1, and further reduced by any coverage factors under Subsection
(d) of this Section, if applicable. If the Member dies prior to
meeting the requirements for Early Retirement, the benefit will
be payable to the Spouse on the first of the month coinciding
with or next following the Member's earliest retirement age,
unless the Spouse elects a later date. If the Member dies after
becoming eligible for Early Retirement, the benefit will be
payable to the Spouse on the first of the month coinciding with
or next following the Member's death unless the Spouse elects a
later date.
(b) A Member to whom the provisions of subsection (e) are applicable,
may waive the Pre-retirement Survivor Annuity in writing during
the period which begins at the date of separation. The waiver
must be consented to by the Member's Spouse, and the Spouse's
consent must acknowledge the effect of such waiver and must be
witnessed by a notary public. A revocation of a prior waiver may
be made by a Member without the consent of the Spouse at any time
before the commencement of benefits. The number of revocations
shall not be limited.
(c) The Plan Administrator shall provide each Member with a written
explanation of the Pre-retirement Survivor Annuity and the
Spouse's right to consent, in such manner as would be comparable
to the explanation provided for meeting the requirements
applicable to a Joint and Survivor Annuity specified in Plan
Section 6.2. Such written explanation must be provided within
whichever of the following applicable periods ends last:
(i) A reasonable period ending after the person becomes a
Member;
(ii) A reasonable period ending after the survivor annuity
requirements of Code Section 401(a)(1)(11) first apply to
the Member.
For purposes of this paragraph, a reasonable period begins one year
prior to the event and ends one year after the event.
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(d) Any Vested Member who terminated employment prior to August 23,
1984 shall be notified of the eligibility to elect a
Pre-retirement Survivor Annuity. The Pre-retirement Survivor
Annuity shall be effective for such Vested Member only after a
written election of such option is received by the Company.
Spousal consent is not required for the election.
(e) The monthly pension payable to a Member will be reduced for the
Pre-retirement Survivor Annuity coverage provided under this,
Article VIII and under the Prior Plan by multiplying the
appropriate factor from the table below by the number of full
years the coverage has been in effect after December 31, 1984.
Reduction for Each Full
Year of Coverage After
Termination of Employment
----------------------------
Prior to Age 65 .3%
After Age 65 None
The monthly pension to any Member will be reduced for Pre-retirement
Survivor Annuity coverage prior to December 31, 1984 in accordance
with the provisions of the Prior Plan.
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ARTICLE IX
ADMINISTRATION OF THE PLAN
9.1 PLAN ADMINISTRATOR
The Company is the Plan Administrator of the Plan within the meaning
of the Act. The Company may, in its discretion, delegate to any person
to the extent permitted by law, the exercise of its powers and
functions and the performance of its duties and responsibilities with
respect to the administration of this Plan.
9.2 NAMED FIDUCIARY
The Plan Administrator is hereby designated as the Named Fiduciary
within the meaning of the Act.
9.3 AUTHORITY AND DUTIES OF THE PLAN ADMINISTRATOR
The Plan Administrator:
(a) may in its discretion appoint, use or employ actuaries,
accountants, counsel, financial specialists and such other person
or persons (who may be Employees of the Company) as it deems
necessary or desirable in connection with the administration or
management of this Plan.
(b) may in its discretion delegate to any person, to the extent
permitted by law, the exercise of its powers and functions and
the performance of its duties and responsibilities with respect
to the administration of this Plan.
(c) may from time to time establish rules for the administration of
the Plan and shall adopt and prescribe appropriate forms and
procedures for processing claims, including denial of claims.
(d) except as it may delegate the power of interpretation as provided
herein, shall have the exclusive right to interpret the Plan and
to decide any and all matters arising thereunder or in connection
with the administration of the Plan. The decisions, actions and
records of the Plan Administrator shall be conclusive and binding
upon the Company, Members, Beneficiaries and their estates and
any and all persons having, or claiming to have, any rights or
interests in or under the Plan.
(e) shall adopt and implement a policy for the investment of the
Trust Fund, including notification to the Trustee (or the
Investment Manager, if appointed) of such policy and periodic
review of the performance of the Trustee (or the
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Investment Manager, if appointed) to assure investments
consistent with such policy.
(f) to determine questions of eligibility and benefit amounts, and
the Plan Administrator shall have complete and discretionary
authority to interpret the provisions of the Plan.
(g) may amend the Plan for legislative compliance and carry out its
duties under the Plan pursuant to this Plan Section 9.3, except
that any amendment which represents a significant change in the
cost of the Plan to the Company shall be subject to approval by
the Board of Directors.
9.4 RELIANCE ON OTHERS
The Plan Administrator and the officers and directors of the Company
shall be entitled to rely upon all tables, valuations, certifications
and reports furnished by any duly appointed Actuary; upon all
certificates and reports made by any duly appointed accountant; upon
all opinions given by any duly appointed legal counsel; and upon such
staff or specialists as they may deem necessary or desirable to employ
with respect to their responsibilities pursuant to the Plan. Any one
or all of the foregoing appointees may also be currently serving or
have served in a similar capacity for the Company.
9.5 INDEMNIFICATION
The Company and each participating Affiliated Company shall indemnify
the Plan Administrator and any other employee, officer or director of
the Company and participating Affiliated Company against any claim,
loss, damage, expense and liability (other than amounts paid in
settlement not approved by the Company) reasonably incurred in
connection with any action or failure to act to which the
aforementioned person may be party by reason of appointment as Plan
Administrator or performance of an authorized duty or responsibility
for or on behalf of the Company or participating Affiliated Companies
pursuant to the Plan or the trust, unless the same is judicially
determined to be the result of the person's gross negligence or
willful misconduct. Such indemnification by the Company and
participating Affiliated Company shall be made only to the extent that
(i) such expense or liability is not payable to or on behalf of such
person under any liability insurance coverage, and (ii) the trust is
precluded from assuming such expense or liability because of the
operations of ERISA Section 410 or other applicable law. The foregoing
right to indemnification shall be in addition to any other rights to
which any such person may be entitled as a matter of law.
Notwithstanding the foregoing, the right of indemnification does not
extend to third parties or any fiduciary or Plan Administrator who is
not an employee, director or officer of the Company or participating
Affiliated Company.
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ARTICLE X
AMENDMENTS TO OR TERMINATION OF THE PLAN
10.1 RIGHT TO AMEND OR TERMINATE
While it is the intention of the Company to continue the Plan
indefinitely as to its Members, the Company reserves the right to
modify, amend or terminate the Plan at any time through written
resolution or consent agreement of its Board of Directors, provided
that the Plan shall not be amended in such manner as would cause or
permit any part of the Trust Fund to be diverted to purposes other
than for the exclusive benefit of Members and Beneficiaries nor in
such manner as would cause or permit any portion of such corpus to
revert to the Company, prior to the satisfaction of all liabilities
under the Plan.
Notwithstanding the foregoing paragraph, the Administrator through
written resolution may adopt any amendment which may be necessary or
appropriate to facilitate the administration, management and
interpretation of the Plan, the Trust and any contract with an
insurance carrier which may form part of the Plan as a plan and trust
meeting the requirements of Code Sections 401(a) and 501(a) or any
other applicable section of law (including the Act) as now in effect
or hereafter amended or adopted and the regulations issued thereunder,
provided said amendment does not have any material effect on the
currently estimated cost to the Company or the Plan.
10.2 TERMINATION OF THE PLAN
(a) In case of the termination of the Plan, the rights of Members to
benefits accrued under the Plan as of the date of such
termination, to the extent then funded or to the extent
guaranteed by the Pension Benefit Guaranty Corporation, shall be
non-forfeitable. In the event of a partial termination of the
Plan, the provisions of this paragraph (a) shall be applicable to
the Members affected by such partial termination.
(b) After providing for the expenses of the Plan in the case of a
termination, the assets remaining under the Plan shall be used
and applied for the exclusive benefit of its Retired Members and
Beneficiaries, Active Members and Vested Members who at the date
of termination of employment were entitled to retirement
benefits, in the manner prescribed by Section 4044 of the Act.
After such allocation has been made, any residual assets of the
Plan will be returned to the Company if all liabilities of the
Plan with respect to Members and Beneficiaries have been
satisfied and the distribution does not contravene any applicable
provision of law.
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10.3 DISTRIBUTION MEDIA
The allocations for which provision is made in this Article may be
accomplished through:
(a) the continuance of the Trust Fund; or
(b) group contracts or individual annuity contracts; or
(c) cash; or
(d) any combination of the foregoing.
10.4 EARLY TERMINATION RESTRICTIONS
(a) For years prior to January 1, 1994, the provisions of this
Section shall apply to any one of the twenty-five (25) highest
paid Members whose anticipated annual retirement benefit
commencing on Normal Retirement Date will be in excess of $1,500
annually.
In the event that: (i) the Plan is terminated during the first
ten (10) years following a date on which benefits were increased,
(ii) the benefits become payable to any such Employee during ten
(10) years after such date, or (iii) the benefits become payable
after such an increase and the full current costs for the ten
(10) year period following such Amendment Date have not been
funded, then until the full current costs are funded for the
first time, the amount of contributions that may be applied for
the benefit of any such Employee shall be limited so that such
amounts so applied under the Plan shall not be greater than, the
largest of:
(1) contributions by the Company which would have been applied
to provide benefits for such Employee under the Plan as in
effect on the day preceding such increase had been continued
without change; or
(2) $20,000; or
(3) the sum of (i) the Company contributions which would have
been applied to provide benefits for the Members if the Plan
had been terminated on the day before such Commencement Date
(but without the limitation otherwise imposed by this
Section with respect to any increase if termination occurs
more than 10 years after such increase) plus (ii) an amount
computed by multiplying the smaller of $10,000 or 20% of the
average annual compensation of such Eligible Employee during
the last five (5) years of Eligibility Service by the number
of years of Eligibility Service since such increase; or
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(4) In the case of: (i) substantial owners (as defined in
Section 4022(b)(5) of the Act), a dollar amount which equals
the present value of the benefit guaranteed for such
employee under Section 4022 of the Act, or if the Plan has
not terminated, the present value of the benefit that would
be guaranteed if the Plan terminated on the date the benefit
commences, determined in accordance with regulations of the
Pension Benefit Guaranty Corporation (PBGC); and (ii) such
Employees who are not substantial owners (as defined in
Section 4022(b)(3)(B) of the Act (determined on the earlier
of the date the Plan terminates or the date benefits
commence, and determined in accordance with regulations of
the PBGC) without regard to any other limitations in Section
4022 of the Act.
The foregoing limitations shall not restrict the current payment
of retirement benefits to any Member or Beneficiary as long as
any such event shall not have occurred. Any funds recovered as a
result of the foregoing paragraphs shall be used proportionately
to provide the Accrued Benefits for all other Members and
Beneficiaries of the Plan; provided, however, that in the event
sufficient funds are available to provide in full for all other
Member and Beneficiaries under the Plan, the excess funds shall
first be used and applied to provide the Accrued Benefits of the
Members who have been restricted by the operation of the
provisions of this Section.
(b) For Plan Years on and after January 1, 1994, benefits distributed
to any of the twenty-five (25) most highly compensated active and
former highly compensated Employees shall be limited so that the
annual payments to any such individual is no greater than an
amount equal to the payment that would be made on behalf of such
Employee under a single life annuity that is the Actuarial
Equivalent of the sum of the Employees Accrued Benefit and the
Employees other benefits under the Plan. For purposes of this
section, benefits shall include loans in excess of the amount set
forth in Code Section 72(p)(2)(A), any periodic income, any
withdrawal values payable to a living Employee, and any death
benefits not provided for by insurance on the Employee life.
The limitations set forth above shall not apply if (i) after
payment of the benefit to an Employee described in the preceding
paragraph, the value of plan assets equals or exceeds one hundred
ten percent (110%) of the value of current liabilities, as
defined in Code Section 412(l)(7), or (ii) the value of the
benefits for an Employee described above is less than one percent
(1%) of the value of current liabilities.
Any Retired Member shall be entitled to receive the amount which
he or she shall have been entitled to receive if it were not
restricted by the provisions of the Plan Section 10.5 if he or
she shall give to the Trustee adequate security, providing for
the repayment to the Trust, in the event that the Plan shall on
any date when such restrictions shall be applicable, be so
terminated, of the excess of such payment together with all other
amounts theretofore paid over the unrestricted benefits of
-41-
such Retired Member. For the purposes of this paragraph,
"adequate security" means property having a fair market value
equal to one hundred twenty-five percent (125%) of the amount
subject to repayment, which property shall be deposited with an
acceptable depositary; with the further provisions that if the
market value of said property falls below one hundred ten percent
(110%) of the amount subject to repayment, the Retired Member
will deposit additional property necessary to bring the value of
the property held by the depositary up to one hundred twenty-five
percent (125%) of such amount.
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ARTICLE XI
GENERAL PROVISIONS
11.1 TRUSTEE
(a) A Trustee has been designated by the Company and a trust
agreement executed under the terms of which the Trust Fund was
established to receive and hold payments made by the Company and
to pay the benefits provided by the Plan.
(b) The Company may cause all or part of the Trust Fund to be
transferred from the Trustee to any other Trustee.
(c) The Company shall pay over to the Trustee such sums of money as
shall be sufficient, based on estimates by the Actuary, to
maintain on an actuarially sound basis the funding of the
benefits to be provided under the Plan.
(d) The Trust Fund shall be used only to pay the benefits provided by
the Plan and the expenses of the Plan authorized by the Plan
Administrator. No part of the principal or income of the Trust
Fund shall in any event be used for, or diverted, to, purposes
other than for those provided in the Plan.
11.2 INVESTMENT MANAGER
The Company shall have the right to appoint an Investment Manager with
such powers as to the investment, reinvestment, control and
diversification of the Trust Fund as may be provided for under the
terms of the trust agreement. The Investment Manager may resign or be
removed by the Company in accordance with the terms of the trust
agreement. In such event the Company shall designate a successor
Investment Manager.
11.3 EXCLUSIVITY OF BENEFITS
The Plan has been created for this exclusive benefit of Members and
Beneficiaries. Except as provided in Plan Sections 10.2(b) and
11.17(b), no part of the Trust Fund shall revert to the Company nor be
used other than for the exclusive benefit of Members and Beneficiaries
and payment of expenses. No person shall have any interest in or right
to any part of the Trust Fund, or any rights in, to or under any trust
agreement or contract except to the extent expressly provided in the
Plan.
11.4 DUPLICATION OF BENEFITS
Notwithstanding any provisions of the Plan to the contrary, if a
Member is entitled to any retirement income or other benefits from any
other qualified plans provided by Company or Affiliate contributions,
other than benefits provided under any Federal or State retirement
program, for the same period of Credited Service for which the Member
is
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entitled to benefits under this Plan, benefits under this Plan shall
be reduced by the amount of such other retirement benefits.
11.5 METHOD AND FORM OF PAYMENT OF BENEFITS
Any benefit under the Plan may be provided directly from the Trust
Fund or by purchase of an annuity, with such endorsements thereon as
the Plan Administrator may direct, and the payment of such benefit may
be made monthly or annually as determined by the Plan Administrator in
its sole discretion. In any case, a lump sum payment will be made in
lieu of all benefits if the present value of any benefit derived from
Company contributions amounts to less than $3,500 or effective January
1, 2000, $5,000 as determined in accordance with Appendix A.
11.6 REEMPLOYMENT OF RETIRED MEMBER OR VESTED MEMBER
A Member who is reemployed by the Company, an Affiliated Company or
any Affiliated Foreign Company for fourty (40) or more hours in any
calendar month after having been retired, or who continues employment
with the Company and Affiliated Company, or an Affiliated Foreign
Company for fourty (40) or more hours in any calendar month past
Normal Retirement Date and who has received the notice required by
Code of Federal Regulations Section 2530.2033(b)(4) will have the
pension permanently suspended during such employment and any optional
benefit in effect shall become void. Reemployment for the purposes of
this Section shall not include retention of a pensioner as an
independent contractor such as a consultant. Any Spouse's Benefit
coverage under Article VIII in effect at the time of the Member's
retirement shall again become effective. Upon subsequent retirement,
the Member's retirement benefit shall be based on the Member's
Creditable Compensation and Credited Service before and after the
period of prior retirement, offset by the amount of benefits the
Member received prior to reemployment in accordance with Appendix A;
provided, however, the part of the Retired Member's retirement
benefit, upon subsequent retirement, payable with respect to Credited
Service rendered before the period of the Member's previous retirement
shall in no event be less than the amount of such Member's previous
retirement benefit modified to reflect any option in effect on the
Member's subsequent retirement.
11.7 UNCLAIMED BENEFITS
In the event that all consecutive checks in payment of benefits under
the Plan remain outstanding for a period of six (6) months, the
Trustee shall stop payment of all such outstanding checks and suspend
the issuance of any further checks until such time as the payee
reestablishes contact. Such unclaimed benefits shall be deemed to have
been abandoned upon termination of the Plan, if all reasonable efforts
have failed to locate either the Member or Beneficiary, and in such
event said benefits shall be paid over to the Company which shall make
said benefit available to the Member of Beneficiary upon proper
application by such person.
-44-
11.8 NON-ALIENATION OF BENEFITS
No Member may anticipate, alienate, sell, transfer, assign, pledge,
encumber or charge any of the benefits provided under this Plan. No
benefit shall in any manner be subject to the debts, contracts,
liabilities, engagements or torts of any person, nor shall it be
subject to attachments or other legal process for or against any
person, except to the extent required by law.
Notwithstanding the above, the Plan Administrator may direct the
Trustee to comply with a Qualified Domestic Relations Order.
A Qualified Domestic Relations Order is a judgment, decree or order
(including approval of a property settlement agreement) made pursuant
to a state domestic relations law (including community property law)
that relates to the provision of a child support, alimony payments or
marital property rights to a spouse, former spouse, child or other
dependent of a Member ("Alternate Payee") and which:
(a) creates or recognizes the existence of an Alternate Payee's right
to, or assigns to an Alternate Payee the right to receive all or
a portion of the benefits payable to a Member under this Plan;
and
(b) specifies (i) the name and last known mailing address (if any) of
the Member and each Alternate Payee covered by the order, (ii)
the amount of percentage of the Member's Plan benefits to be paid
to any Alternate Payee, or the manner in which such amount or
percentage is to be determined and (iii) the number of payments
or the period to which the order applies and each plan to which
the order relates; and
(c) does not require the Plan to:
(1) provide any type or form of benefit or any option not
otherwise provided under the Plan,
(2) pay any benefits to any Alternate Payee prior to the
earliest age that the affected Member could have received a
pension under the Plan (whether for reason of Disability or
other termination of employment), except that the fact that
the Member may not have terminated his employment shall be
disregarded,
(3) provide increased benefits, or
(4) pay benefits to an Alternate Payee that are required to be
paid to another Alternate Payee under a prior Qualified
Domestic Relations Order.
For purposes of this Plan, an Alternate Payee who had been
married to the Member for at least one year may be treated as a
Spouse with respect to the
-45-
portion of the Member's benefit in which such Alternate Payee has
an interest provided that the Qualified Domestic Relations Order
provides for such treatment. However, under no circumstances may
the Spouse of any Alternate Payee (who is not a Member hereunder)
be treated as a Spouse under the terms of the Plan.
Upon receipt of any judgment, decree or order (including approval
of a property settlement agreement) relating to the provision of
payment by the Plan to an Alternate Spouse pursuant to a state
domestic relations law, the Plan Administrator shall promptly
notify the affected Member and any Alternate Payee of the receipt
of such judgment, decree or order and shall notify the affected
Member and any Alternate Payee of the Plan Administrator's
procedure for determining whether or not the judgment, decree or
order is a Qualified Domestic Relations Orders. Such procedure
shall be in writing, shall include a provision specifying the
notification requirements enumerated in the preceding paragraph,
shall permit an Alternate Payee to designate a representative for
receipt of communications from the Plan Administrator and shall
include such other provisions as the Plan Administrator shall
determine, including provisions describing the interest rate to
be used in malting present value determinations as well as
provisions required under regulations promulgated by the
Secretary of the Treasury. During any period in which the issues
of whether a judgment, decree, or order is a Qualified Domestic
Relations Order is being determined (by the Plan Administrator, a
court of competent jurisdiction or otherwise), the Plan
Administrator shall segregate in a separate account under the
Plan the amount, if any, which would have been payable to the
Alternate Payee during such period if the judgment, decree or
order had been determined to be a Qualified Domestic Relations
Order. Such segregated account under the Plan shall be held as
uninvested cash.
If the judgment, decree or order is determined to be a Qualified
Domestic Relations Order, then payment from the segregated
account shall be paid to the appropriate Alternate Payee. If such
a determination is not made within the eighteen (18) month
period, the segregated account shall be returned to the general
assets of the Trust Fund and shall be paid at the time and in the
manner provided under the Plan as if no order, judgment or decree
had been received by the Plan Administrator.
11.9 SUBSTITUTE PAYEE
If any person entitled to receive any benefits hereunder is, in the
judgment of the Plan Administrator, legally, physically or mentally
incapable of personally receiving and receipting for any distribution,
the Plan Administrator may instruct the Trustee to make distributions
to such person's legally appointed guardian, or to such other persons
as, in the judgment of the Plan Administrator have custody of the
payee.
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11.10 LIMITATION OF RIGHTS
Neither the establishment of the Plan, nor the creation of any fund,
nor the payment of any benefits shall be construed as giving any
Member or any other person any legal or equitable right against the
Company or the Plan Administrator or the Trustee, unless such right
shall be specifically provided for in the Plan or conferred by
affirmative action of the Plan Administrator in accordance with the
terms and provisions of the Plan; or as giving any Employee the right
to be retained in service. All Employees shall remain subject to
discharge to the same extent as if the Plan had never been adopted.
11.11 LIABILITY
The Company and all other Fiduciaries recognize the imposition of the
fiduciary liability set forth in the Act and will manage the Plan in a
prudent and reasonable manner consistent with the intent of the Act.
11.12 CONSTRUCTION OF PLAN
The Plan shall be construed according to the laws of the State of
Pennsylvania and shall be administered according to, and its validity
shall be determined under such laws, unless superseded by Federal
legislation.
11.13 TITLE TO ASSETS
No Member, Beneficiary or other person shall have any legal or
equitable right or interest in the assets of the Trust Fund, except as
expressly provided in the Plan.
11.14 SEVERABILITY
Should any provisions of the Plan be deemed to be unlawful or invalid
for any reason, such fact shall not adversely affect the other
provisions herein unless such invalidity shall render impractical the
functioning of the Plan and, in such case, the appropriate parties
shall adopt a new provision to take the place of the one held illegal
or invalid.
11.15 TITLES AND HEADINGS
The titles and headings of the Articles in this instrument are for
convenience of reference only and in the event of any conflict the
text of this instrument, rather than such titles or headings, shall
control.
11.16 EFFECT OF PLAN MERGER
In the event of a merger of the Plan with any other plan or a transfer
of assets or liabilities of the Plan to any other plan, each Member
(if the Plan or the plan to which assets or liabilities have been
transferred then terminated) shall be entitled to receive a benefit
which is equal to or-greater than the benefit each Member would have
been entitled to
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receive prior to such action if the Plan had been terminated. No
transfer of assets or liabilities shall be made from the Plan to
another plan which does not have a similar provision.
11.17 TOP-HEAVY PROVISIONS
The following provisions shall become effective in any Plan Year in
which the Plan is determined to be a Top-Heavy Plan.
(a) DETERMINATION OF TOP-HEAVY: The Plan win be considered a
Top-Heavy Plan for the Plan Year if, as of the last day of the
preceding Plan Year, (1) the present value of the Accrued
Benefits of Members who are Key Employees (as defined in Code
Section 416(i)) exceeds 60% of the present value of Accrued
Benefits of all Members (the "60% Test"), or (2) the Plan is part
of a required aggregation group (as defined below) and the
required aggregation group is top-heavy. However, and
notwithstanding the results of the 60% Test, the Plan shall not
be considered a Top-Heavy Plan for any Plan Year in which the
Plan is a part of a required or permissive aggregation group (as
defined below) which is not top-heavy.
For the purpose of performing the "60% Test" for any Plan Year,
Accrued Benefits shall be those amounts calculated as of the
first day of the preceding Plan Year and the present value of
those amounts, shall be based on the actuarial assumptions used
by the Actuary in the actuarial valuation made as of the first
day of such preceding Plan Year.
(b) MINIMUM BENEFIT: The minimum normal retirement pension for a
Member terminating employment at or after age 65, and the minimum
Accrued Benefit payable at Normal Retirement Date for a Member
who terminates employment prior thereto with entitlement to a
pension, shall be equal to the product of (1) 2% of his average
monthly compensation, as defined in Section 1.415-2(d) of the
Income Tax Regulations, during his five (5) highest-paid
consecutive calendar years of service (or during his period of
Eligibility Service, if less than five (5) years) multiplied by
two (2) each of the first ten (10) years of his Credited Service
in which the Plan is a Top-Heavy Plan.
(c) MINIMUM VESTING: Notwithstanding the provisions of Plan Section
7.1, a Member shall be considered a Vested Member if, while the
Plan is a Top-Heavy Plan, his employment is terminated before
death or qualifying for any benefits under the Plan after he has
completed at least two (2) years of Eligibility Service. The
amount of his retirement benefits on a single-life basis,
commencing as of his Normal Retirement Date, shall be equal to
his vested percentage of his Accrued Benefit, determined in
accordance with the following table:
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Years of Eligibility Service Vested Percentage
---------------------------- -----------------
2 but less than 3 20%
3 but less than 4 40
4 but less than 5 60
5 or more 100
A member who had at least five (5) years of Eligibility Service at the
date of his termination of employment, may request the Plan
Administrator to authorize commencement of his retirement benefit as
of the beginning of any calendar month within the ten-year period
preceding his Normal Retirement Date; and in such case his retirement
benefit shall commence as of the date requested, but the amount
thereof shall be reduced as provided in Plan Sections 5.2(c) or
7.1(d), whichever applies to the Member.
(d) DEATH AFTER MINIMUM VESTING: Upon the death of a Member whose
death occurs prior to the date his retirement benefit commences
hereunder, who has completed less than 5 years of Eligibility
Service at the date of his death, but who has earned a degree of
vesting under the Plan prior to his death pursuant to the
provisions of subsection (c) above, a retirement benefit shall be
payable to his Spouse, if any. The retirement benefit payable to
the Spouse of such a Member shall be equal to the amount the
Spouse would have been entitled to receive had the Member
commenced to receive a retirement benefit under the provisions of
subsection (c) above as a Joint and Survivor Annuity under Plan
Section 6.2(b) as of his Normal Retirement Date, based on his
Eligibility Service immediately prior to the earlier of his death
or termination of employment, and then died immediately
thereafter. The retirement benefit payable to such a Spouse shall
commence as of the Member's Normal Retirement Date and shall
continue until the beginning of the month in which the death of
the Spouse occurs.
(e) COMPENSATION LIMITATION: Effective January 1, 1989 for any Plan
Year in which the Plan is a Top-Heavy Plan, compensation shall be
limited the Compensation Limit described in Plan Section 1.18.
(f) CHANGE IN TOP-HEAVY STATUS: If the Plan becomes a Top-Heavy Plan
and subsequently ceases to be such, the minimum benefit accrued
under subsection (b) of this Section while the Plan was top-heavy
shall continue to apply.
If the Plan becomes a Top-Heavy Plan and subsequently ceases to
be such, the vesting schedule in subsection (c) of this Section
shall continue to apply in determining the retirement benefit of
any Member who had at least 3 years of Eligibility Service as of
the last day of the last Plan Year of top-heaviness. For
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other Members, said schedule shall apply only to their Accrued
Benefits as of such last day of such Plan Year.
(g) IMPACT ON MAXIMUM BENEFITS: Effective until January 1, 2000, for
any Plan Year in which the Plan is a Top-Heavy Plan, Plan Section
5.4 shall be read by substituting the number "1.00" for the
number "1.25" wherever it appears therein except such
substitution shall not have the effect of reducing any benefit
accrued under a defined benefit plan prior to the first day of
the Plan Year in which this provision becomes applicable.
(h) AGGREGATION WITH OTHER PLANS:
(1) REQUIRED AGGREGATION: If a Key Employee under this Plan also
participates in another plan of the Company, an Affiliated
Company or an Affiliated Foreign Company which is qualified
under Internal Revenue Code Section 401(a) or which is a
simplified employee pension plan under Internal Revenue Code
Section 408(k), or if this Plan and other plan must be
aggregated so that either this Plan or the other plan will
meet the anti-discrimination and coverage requirements of
Internal Revenue Code Section 401(a)(4) or 410, then this
Plan and any other plan will be aggregated for purposes of
determining top-heaviness. This Plan will automatically be
deemed top-heavy if such required aggregation of plans is
top-heavy as a group and will automatically be deemed not
top-heavy if such required aggregation of plans is not
top-heavy as a group.
(2) PERMISSIVE AGGREGATION: Any other plan of the Company, an
Affiliated Company or an Affiliated Foreign Company which is
qualified under Internal Revenue Code Section 401(a) or
which is a simplified employee pension plan under Internal
Revenue Code Section 408(k) and which is not in the required
aggregation referenced in (1) above, may be aggregated with
this Plan (and with any other plan(s) in the required
aggregation group in (1) above) for purposes of determining
top-heaviness if such aggregation would continue to meet the
anti-discrimination and coverage requirements of Internal
Revenue Code Sections 40l(a)(4) and 410. This Plan will
automatically be deemed not top-heavy if such permissive
aggregation of plans is not top-heavy as a group.
(3) DETERMINING AGGREGATE TOP-HEAVY STATUS: The top-heavy status
of the plans as a group is determined by aggregating the
plans' respective top-heavy determinations that are made as
of determination dates that fall within the same calendar
year.
11.18 REDUCTION IN ACCRUED BENEFIT PROHIBITED
No amendment to the Plan, including a change in the actuarial basis
for determining optional or early retirement benefits, shall be
effective to the extent that it has the effect
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of decreasing a Member's Accrued Benefit. Notwithstanding the
preceding sentence, a Member's Accrued Benefit may be reduced to the
extent permitted under Code Section 412(c)(8). For purposes of this
paragraph, a Plan amendment which has the effect of (1) eliminating or
reducing an early retirement benefit or a retirement-type subsidy, or
(2) eliminating an optional form of benefit, with respect to benefits
attributable to service before the amendment shall be treated as
reducing Accrued Benefits. Furthermore, no amendment to the Plan shall
have the effect of decreasing a Member's vested interest determined
without regard to such amendment as of the later of the date such
amendment is adopted, or becomes effective.
11.19 RIGHT'S OF OTHER EMPLOYERS TO PARTICIPATE
Any other corporation, association, joint venture, proprietorship,
partnership or other business organization may, in the future, adopt
the Plan on behalf of all or certain of its employees by formal action
on its part in the manner described in Section 11.20 hereof provided
that the Company, by formal action on its part in the manner described
in Section 11.20 hereof, and the Administrator both approve such
participation.
The administrative powers and control of the Company, as provided in
the Plan, shall not be deemed diminished under the Plan by reason of
the participation of any other employers in the Plan, and such
administrative powers and control specifically granted herein to the
Company with respect to the appointment of the Plan Administrator,
amendment of the Plan and other matters shall apply only with respect
to the Company.
11.20 FORMAL ACTION BY EMPLOYER
Any formal action herein permitted or required to be taken by the
Company shall be:
(1) if and when a partnership, by written instrument executed by one
or more of its general partners or by written instrument executed
by a person or group of persons who has been authorized by
written instrument executed by one or more general partners as
having authority to take such action;
(2) if and when a proprietorship, by written instrument executed by
the proprietor or by written instrument executed by a person or
group of persons who has been authorized by written instrument
executed by the proprietor as having authority to take such
action;
(3) if and when a corporation, by resolution of its board of
directors or other governing board, or by written instrument
executed by a person or group of persons who has been authorized
by resolution of its board of directors or other governing board
as having authority to take such action; or
(4) if and when a joint venture, by formal action on the part of the
joint venturers in the manner described above.
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APPENDIX A
THE PENSION PLAN FOR SALARIED EMPLOYEES
OF C&D TECHNOLOGIES, INC.
1. JOINT AND (50%) SURVIVOR ANNUITY
The pension of a Member receiving a Joint and Survivor Annuity in
accordance with Plan Section 6.2 shall be reduced 11%, plus an
additional reduction of 0.250% for each full year in excess of three
by which the Member's birth date precedes the Spouse's birth date, to
a maximum total reduction (after 20 such excess years) of 16%; or
minus 0.250% for each full year in excess of three by which the
Spouse's birth date precedes the Member's birth date, to a minimum net
reduction (after 10 such excess years) of 8.5%.
2. JOINT and (100%) SURVIVOR OPTION
The pension of a Member electing a Joint and Survivor Option in
accordance with Plan Section 6.5 shall be reduced 19% plus an
additional reduction of 0.500% for each full year in excess of three
by which the Member's birth date precedes the Spouse's birth date, to
a maximum total reduction (after 20 such years) of 29%; or minus
0.500% for each full year in excess of three by which the Spouse's
birth date precedes the Member's birth date, to a minimum net
reduction (after 10 such excess years) of 14%.
3. LIFE ANNUITY WITH 120 MONTHLY PAYMENTS GUARANTEED OPTION
The pension of a Member electing a Life Annuity with 120 Monthly
Payments Guaranteed Option in accordance with Plan Section 6.6 shall
be reduced 7.5 %.
4. COMMUTATION OF REMAINING GUARANTEED PAYMENTS
The lump sum payment in accordance with Plan Section 6.6(b) shall be
the following multiple of the reduced retirement benefit.
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Number of Remaining
Guaranteed Payments Multiple
------------------- --------
0 0
12 12
24 22
36 32
48 41
60 50
72 58
84 65
96 72
108 78
120 94
(Interpolate for amounts not shown)
5. LIFE ANNUITY WITH SOCIAL SECURITY ADJUSTMENT OPTION
The retirement benefit of a Member who elects a Life Annuity with
Social Security Adjustment Option in accordance with Plan Section 6.7
will receive, until age 62, or the Member's death if earlier, an
increased monthly benefit equal to the retirement benefit otherwise
payable plus the following percentage of the Social Security benefit
expected to become payable:
Number of Years Until Level Income
The Member Reaches Age 62 Percentage
------------------------- ------------
0 100%
1 89%
2 80%
3 71%
4 64%
5 57%
6 52%
7 47%
(Interpolate for fractional years)
Upon attainment of age 62 such increased monthly benefit will be
reduced by the amount of such expected Social Security benefit.
If, however, such increased monthly benefit, as determined above, is
smaller than such expected Social Security benefit, such increased
monthly benefit shall instead equal the monthly benefit otherwise
payable divided by the complement of the applicable level
-53-
income percentage. The Member will receive this monthly benefit until
age 62, or the Member's death, if earlier, after which no further
benefit will be payable.
6. LIMITATION REGARDING SMALL PAYMENTS AND ACTUARIAL EQUIVALENT LUMP SUM
PAYMENTS
A lump sum settlement in accordance with Plan Sections 6.7 or 6.8
shall equal the monthly pension payable at the Annuity Starting Date
multiplied by the factor from the UP-1984 Mortality Table and the PBGC
interest rate as of January 1st of the Plan Year in which the lump sum
benefit will be paid. The PBGC interest rates shall be those rates
used by the PBGC to value benefits upon the termination of an
insufficient trusteed single employer plan.
Lump sum settlements made in accordance with Plan Sections 6.7 and 6.8
herein, on or after the first day of the month following the date of
adoption of this amendment, shall equal the monthly pension payable at
Normal Retirement Date (or if later, the Benefit Commencement Date)
multiplied by the factor from the mortality table prescribed by the
Secretary of the Treasury based on the prevailing Commissioners'
standard table (described in Code Section 807(d)(5)(A)) used to
determine reserves for group annuity contracts issued on the date as
of which present value is being determined (without regard to Code
Section 807(d)(5)). The interest rate is the interest rate on 30-year
Treasury securities for the month of November which immediately
precedes the Plan Year in which the distribution occurs.
7. DEDUCTION UPON RETIREMENT
A deduction in accordance with Plan Section 11.6 shall be made on the
basis that a lump sum of $100 equates with a monthly benefit of $.90.
8. MINIMUM BENEFIT PROVISION
This Appendix A is effective January 1, 1984. In no event will any
Member's pension be less than such Member's Accrued Benefit as of
December 31, 1983, adjusted in accordance with the Actuarial
Equivalence or other factors in effect on December 31, 1983.
9. REDUCTION FOR FORMS OF PAYMENT PROVIDED PRIOR TO EARLY RETIREMENT
DATE.
In the event that Plan Section 6.4(c) shall apply, and the Member
elects a form of payment commencing prior to an Early Retirement Date
in a form other than a lump sum, then notwithstanding any other
provision of the Plan, the pension payable shall be reduced as
follows:
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(a) The pension so payable under this Section 11 shall be reduced for
early commencement in accordance with the following:
Nearest Age at Benefit at age 65
Date of Payment multiplied by
--------------- -----------------
20 0.035
21 0.037
22 0.039
23 0.042
24 0.044
25 0.047
26 0.050
27 0.054
28 0.057
29 0.061
30 0.065
31 0.069
32 0.074
33 0.079
34 0.085
35 0.090
36 0.097
37 0.103
38 0.111
39 0.119
40 0.127
41 0.136
42 0.146
43 0.157
44 0.169
45 0.182
46 0.196
47 0.211
48 0.228
49 0.246
50 0.266
51 0.298
52 0.312
53 0.338
54 0.368
55 0.400
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(b) In the event the Member elects a Qualified Joint and Survivor
Annuity, the benefit shall be adjusted for the form of payment as
provided below:
Nearest Age of Member Life Annuity
at Date of Payment Reduced by
--------------------- ------------
Less than 25 2% minus .07% for each year in excess of 3
that the Member is younger than spouse to
a minimum of 1.30% (after 10 such excess
years).
25 to 34 3% plus .10% for each year in excess of 3
that the Member is older than spouse to a
maximum of 3.5% (after 5 such excess years),
and minus .10% for each year in excess of 3
that Member is younger than spouse to a
minimum of 2.0% (after 10 such excess years).
35 to 44 5% plus .16% for each year in excess of 3
that the member is older than spouse to a
maximum of 7.4% (after 15 such excess years),
and minus .16% for each year in excess of 3
that the Member is younger than spouse to a
minimum of 3.4% (after 10 such excess years).
45 to 54 7% plus .27% for each year in excess of 3
that the Member is older than spouse to a
maximum of 12.4%(after 20 such excess years),
and minus .27% for each year in excess of 3
that the Member is younger than spouse to
a minimum of 4.3% (after 10 such excess
years).
-56-
APPENDIX B
Effective January 1, 1984 the Pension Plan for Hourly Employees of C&D Power
System at Conshohocken, Pennsylvania Represented by the International
Association of Machinist and Aerospace Workers, AFL-CIO, District Lodge No. 1
and Affiliated Lodge 632 was adopted by the Company to provide retirement
benefits for certain of its Employees.
In 1987 the Plan was merged with the C&D Power System, Inc. Pension Plan for
Salaried Employees, now known as the C&D Technologies, Inc. Pension Plan for
Salaried Employees, and the provisions of this Plan were incorporated as
Appendix B of the C&D Power Systems, Inc. Pension Plan for Salaried Employees.
As of November 11, 1986, no further Employees were admitted to membership in
this Appendix B. Effective January 1, 1989 all pensions are in pay status and
the provisions of such pensions shall be determined with reference to the forms
of payment as such existed under the Plan on the date of merger.
-57-
This Plan is executed this 20th day of December, 2001.
C&D Technologies, Inc.
By: /s/ Mark Z. Sappir
------------------------------
Attest
/s/ Karen A. Steiner
- --------------------------
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