EXHIBIT 10.1
TOYOTA MOTOR SALES, U.S.A., INC.
Supplemental Executive Retirement Plan
TABLE OF CONTENTS
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ARTICLE I Purpose.................................................... 1
ARTICLE II Definitions................................................ 1
ARTICLE III Eligibility and Participation.............................. 3
3.1 Eligibility to Participate................................. 3
3.2 Certain Enrollment Procedures.............................. 4
ARTICLE IV Calculation of Benefits.................................... 4
4.1 General.................................................... 4
4.2 Benefit Formula............................................ 4
4.3 Benefit Commencement before Age 62......................... 4
ARTICLE V Vesting of Benefits........................................ 5
ARTICLE VI Payment of Benefits........................................ 5
6.1 Date of Payment............................................ 5
6.2 Form of Payment............................................ 5
ARTICLE VII Death and Disability Benefits.............................. 6
7.1 Death Benefit.............................................. 6
7.2 Disability Benefit......................................... 7
ARTICLE VIII Right to Terminate or Modify Plan.......................... 7
ARTICLE IX No Assignment, Etc......................................... 8
ARTICLE X The Committee.............................................. 8
ARTICLE XI Release.................................................... 9
ARTICLE XII No Contract of Employment.................................. 9
ARTICLE XIII Company's Obligation to Pay Benefits....................... 9
ARTICLE XIV Claim Review Procedure..................................... 9
ARTICLE XV Arbitration................................................ 10
ARTICLE XVI Miscellaneous.............................................. 11
16.1 Successor and Assigns...................................... 11
16.2 Notices.................................................... 11
16.3 Limitations on Liability................................... 11
16.4 Certain Small Benefits..................................... 11
16.5 Governing Law.............................................. 11
TOYOTA MOTOR SALES, U.S.A., INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ARTICLE I
Purpose
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The purpose of the Toyota Motor Sales, U.S.A., Inc. Supplemental
Executive Retirement Plan (the "Plan") is to attract and retain valuable
executive employees by making available certain benefits that otherwise would
be unavailable under the Company's Qualified Pension Plan.
This Plan is designed to qualify as an unfunded plan of deferred
compensation for a select group of management or highly compensated employees
described in 29 CFR 2520.104 23 and Sections 201(a), 301(a)(3) and 401(a)(1)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Further, this Plan is designed to qualify as a plan described in Section
114(b)(1)(I) of the Internal Revenue Code ("Code").
ARTICLE II
Definitions
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The following terms shall have the meanings set forth below in this
Article II, when capitalized:
2.1 "Base Salary", for any period, means a Participant's base salary
paid for such period, determined in a manner consistent with the determination
of "Compensation" under the Qualified Pension Plan, but without application
of any limitation under Code Section 401(a)(17) or similar such provision, and
without application of any family aggregation rules under Code Section
414(q)(6) or similar such provision that the Committee determines to be
relevant only to the Qualified Pension Plan. Base Salary shall include any
amount that would have been paid as base salary but for the Participant's
election to defer such amount under a plan of deferred compensation sponsored
by the Company.
2.2 "Bonus Pay" for any period, means the total of all bonus payments
made for such period, determined in a manner consistent with the determination
of "Bonus/Gift" under the Qualified Pension Plan, but without application of
any limitation under Code Section 401(a)(17) or similar such provision,
without application of any provision of the Qualified Pension Plan that
considers only a stated percentage of a Participant's "Bonus/Gift" and without
application of any family aggregation rules under Code Section 414(q)(6) or
similar such provision that the Committee determines to be relevant only to
the Qualified Pension Plan, and Bonus Pay shall include any amount that would
have been paid as bonus pay but for the Participant's election to defer such
amount under a plan of deferred compensation sponsored by the Company.
2.3 "Committee" means the committee appointed to administer the Plan
in accordance with Article X.
2.4 "Company" means Toyota Motor Sales, U.S.A., Inc.
2.5 "Effective Date" means October 1, 1995, with the result that this
Plan shall be effective for persons retiring on or after October 1, 1995.
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2.6 "Eligible Employee" means an employee of the Company who on any
date after the Effective Date is a General Manager, Area Manager, Corporate
Manager, Vice President, Group Vice President or Officer. The Committee shall
have full and complete discretion to determine whether an employee occupies
one of the aforementioned positions for purposes of being an Eligible
Employee.
2.7 "Officer" means an officer of Company; provided, however, that
the term "officer" shall not include a General Manager, Area Manager,
Corporate Manager, or Vice President, nor shall the term "Officer," include a
Group Vice President unless determined to the contrary, in writing, by the
President of the Company.
2.8 "Participant" means each Eligible Employee who has commenced to
participate in this Plan in accordance with Article III.
2.9 "Plan" means the Toyota Motor Sales, U.S.A., Inc. Supplemental
Executive Retirement Plan, as set forth herein.
2.10 "Plan Administrator" means Toyota Motor Sales, U.S.A., Inc.. For
purposes of Section 3(16)(A) of ERISA, Toyota Motor Sales, U.S.A., Inc. shall
be the "plan administrator" and shall be responsible for compliance with any
applicable reporting and disclosure requirements imposed by ERISA.
2.11 "Plan Year" means the fiscal period commencing each October 1 and
ending the following September 30.
2.12 "Primary Social Security Benefit" means a Participant's primary
social security benefit determined under rules applicable to the Qualified
Pension Plan.
2.13 "Qualified Pension Plan" means the Toyota Motor Sales, U.S.A.,
Inc. Pension Plan, as in effect from time to time.
2.14 "Separation from Service" means any separation from service of
the Company for any reason. In the case of a Participant on disability,
Separation from Service shall be deemed to occur when long term disability
coverage commences, unless otherwise determined by the Committee.
2.15 "SERP Calculated Age" means a Participant's actual age, except
that for each twelve (12) consecutive month period during which a Participant
is a Vice President, Group Vice President or Officer of Toyota, such
Participant's age shall be increased by one-half year (with proration on a
monthly basis for periods of fewer than twelve (12) consecutive months);
provided, however, that no more than ten (10) such twelve month periods shall
be taken into account with respect to a Participant's service as a Vice
President, or Group Vice President who is not an Officer (no such limitation
shall apply with respect to a Participant's service as an Officer).
2.16 "SERP Pay" means the Participant's average annual Base Salary
plus an applicable percentage of such Participant's average annual Bonus Pay,
for the thirty-six (36) consecutive months out of the last one hundred twenty
(120) consecutive months of employment by the Company that produce the highest
average. For purposes of determining such average, the Committee shall apply
principles consistent with the principles applied for such purpose under the
Qualified Pension Plan, taking into account differences in the averaging
periods and without application of rules determined by the Committee to be
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relevant only to the Qualified Pension Plan. The applicable percentage of a
Participant's Bonus Pay to be used in determining a Participants SERP Pay
shall be fifty percent (50%) plus an additional five (5) percentage points for
each year of service as a General Manager, Area Manager, Corporate Manager,
Vice President, Group Vice President or Officer, provided, however, that no
more than twenty-five (25) percentage points shall be added for service other
than as an Officer, and no more than fifty (50) percentage points shall be
added for service as an Officer. In no event shall the applicable percentage
of a Participant's Bonus Pay to be used in determining a Participant's SERP
Pay exceed one hundred percent (100%). SERP Pay shall be prorated on a
monthly basis.
2.17 "SERP Years of Service" means the total of a Participant's years
of service, as determined by applying principles consistent with principles
applied under the Qualified Pension Plan (including the maximum twenty-five
(25) years of service thereunder, but not the break in service rules, or,
except as expressly provided herein, the special rule as to disability, or any
other rule determined by the Committee to be relevant only to the Qualified
Pension Plan). In addition, for each SERP Year of Service earned pursuant to
the preceding provisions of this Section 2.17 for service as a Vice President
or Group Vice President who is not an Officer, an additional one-quarter SERP
Year of Service shall be credited, and for each SERP Year of Service earned
pursuant to the preceding provisions of this Section 2.17 for service as an
Officer, an additional one-half SERP Year of Service shall be credited,
provided however, that the maximum number of SERP Years of Service that shall
be recognized under this Plan shall be thirty (30). SERP Years of Service
shall be prorated on a monthly basis.
2.18 "Toyota" means Toyota Motor Sales, U.S.A., Inc.
2.19 "Toyota Pension Plan Benefit" means the Participant's benefit
under the Qualified Pension Plan, including any benefit payable by reason of a
provision therein providing a non-qualified pension benefit on account of
the application of certain Internal Revenue Code provisions applicable to
plans qualified under Section 401(a) of the Code. For purposes of determining
the Toyota Pension Plan Benefit of any Participant for purposes of this Plan,
any benefit that would have been included in the Participant's Toyota Pension
Plan Benefit but for application of the provisions of any domestic relations
order, Internal Revenue Service or other governmental seizure, attachment or
other order or decree, or tax, penalty or other reduction in the Participant's
Toyota Pension Plan Benefit, nevertheless shall be deemed to be a part of the
Participant's Toyota Pension Plan Benefit for purposes of this Plan. The
Toyota Pension Plan Benefit shall be computed as if such benefit were paid
commencing as of the same date as benefits commence to be paid under this
Plan, and were paid in the form of a single life annuity for the life of the
Participant.
ARTICLE III
Eligibility and Participation
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3.1 Eligibility to Participate
Subject to the provisions of Section 3.2 below, each Eligible Employee
shall become a Participant as of the later of the Effective date or the date
on which person becomes an Eligible Employee.
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3.2 Certain Enrollment Procedures
As a condition of participation or continued participation in this Plan
the Committee may require an Eligible Employee to deliver to the Committee
such properly completed enrollment forms and agreements as the Committee may
require.
Commencement or recommencement of active participation following any
Separation from Service or other interruption of employment shall be on such
terms and under such conditions as the Committee may, in its discretion,
provide.
ARTICLE IV
Calculation of Benefits
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4.1 General
A Participant's benefits under this Plan shall be calculated as provided
in this Article IV, provided, however, that a Participant's eligibility to
receive a benefit hereunder shall be subject to succeeding provisions of this
Plan.
4.2 Benefit Formula
A Participant's benefit, expressed in the form of an annual benefit
payable commencing when the Participant's SERP Calculated Age is age sixty-two
(62) and payable for the lifetime of the Participant shall be equal to the
product of (a) multiplied by (b), minus (c), where (a), (b) and (c) are
determined as follows:
(a) Equals the remainder of
(i) Participant's SERP Pay, minus
(ii) The Participant's estimated Primary Social Security
Benefit
and
(b) Equals two (2) percentage points multiplied by the
Participant's SERP Years of Service
and
(c) Equals the Participant's Toyota Pension Plan Benefit
(expressed as an annual benefit).
4.3 Benefit Commencement before Age 62
If a Participant's benefit under this Plan commences to be paid before
the Participant's SERP Calculated Age equals sixty-two (62), the benefit
calculated as provided in Section 4.2 shall be reduced to reflect the longer
anticipated period of time that such benefit is to be paid, and such reduction
shall be determined in the same manner as a reduction is computed under the
Qualified Pension Plan in the case of a Participant who retires under such
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Qualified Pension Plan with at least five (5) years of participation but
before attainment of age sixty-two (62); provided, however, that in applying
such rules of the Qualified Pension Plan as may be in effect from time to
time, the reduction for purposes of this Plan (but not for purposes of the
Qualified Pension Plan) shall reflect the Participant's SERP Calculated Age
in lieu of the Participant's actual age.
ARTICLE V
Vesting of Benefits
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Except as provided in Article VII, no Participant shall have a vested
interest in benefits under this Plan unless and until (a) the Participant and
the President of Toyota, or the delegate of such President, agree in writing
on a date of the Participant's Separation from Service that is mutually
acceptable to the Participant and Toyota, and (b) the Participant's Separation
from Service occurs as provided in such agreement and on or after such
Participant's SERP Calculated Age is at least fifty-five (55) and such
Participant has a fully vested benefit under the Qualified Pension Plan.
Until such a termination of employment occurs in accordance with such an
agreement, all benefits of a Participant shall remain completely forfeitable.
Notwithstanding the foregoing, if the President of Toyota invites a
Participant to retire for any reason, benefits accrued under this Plan shall
be forfeited unless such Participant accepts such invitation to retire and
retires on such date or within such period of time as is determined by the
President of Toyota, and, unless otherwise determined by the President of
Toyota, the Participant shall cease to participate herein.
ARTICLE VI
Payment of Benefits
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6.1 Date of Payment
Except as otherwise provided in Article VII and subject to the provisions
of Article V, a Participant's benefit hereunder, payable on account of a
Separation from Service on or after the Participant's SERP Calculated Age
equals fifty-five (55) and such Participant has a fully vested benefit under
the Qualified Pension Plan, shall commence to be paid as soon as practicable
following the date of such Separation from Service.
6.2 Form of Payment
(a) Single Life Annuity. The normal form of payment under the
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Plan for a Participant who is not married on the date of his or her
Separation from Service shall be a single life annuity providing
monthly payments for the life of the Participant, and under which all
benefit payments cease as of the date of death of the Participant.
(b) Unreduced Joint and Survivor Annuity. The normal form of
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benefit payable to a Participant who is an Officer, Group Vice
President or Vice President and lawfully married to a spouse on the
date of his or her Separation from Service and who has been
continuously married to such spouse throughout the twelve (12) month
period ending on the Participant's date of Separation from Service
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shall be an unreduced fifty percent (50%) joint and survivor annuity,
providing monthly payments during such Participant's life in the same
amount as the monthly amount payable under the single life annuity
form, and providing continued monthly payments after the Participant's
death to the spouse to whom the participant is married on the date of
his or her Separation from Service. Each such continued monthly
payment payable to the surviving spouse after the Participant's death
shall be fifty percent (50%) of the monthly payment amount payable
during the Participant's lifetime. Such continuing payments shall
continue during the life of the surviving spouse and shall cease on the
date of death of such surviving spouse.
(c) Reduced Joint and Survivor Annuity. The normal form of
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benefit payable to a Participant who is not an Officer, Group Vice
President or Vice President, and who is lawfully married to a spouse on
the date of his or her Separation from Service but who has not been
continuously married to such spouse throughout the twelve (12) month
period ending on the Participant's date of Separation from Service
shall be a reduced fifty percent (50%) joint and survivor annuity,
providing reduced monthly payments during such Participant's life, and
providing continued monthly payments after the Participant's death to
the spouse to whom the participant is married on the date of his or her
Separation from Service. Each such continued monthly payments payable
to the surviving spouse shall be fifty percent (50%) of the monthly
payment amount payable during the Participant's lifetime. The
reduction in the Participant's monthly benefits shall be determined by
application of the same reduction factors as are applied for purposes
of determining such reduction under the Qualified Pension Plan. Such
continuing payments shall continue during the life of the surviving
spouse and shall cease on the date of death of such surviving spouse.
(d) Request for Optional Forms. A Participant may request the
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Committee to cause such Participant's benefits to be paid in another
optional form provided from time to time under the Qualified Pension
Plan, provided, however, that no such optional form shall reflect any
actuarial subsidy attributable to the subsidy provided in Section
6.2(b) hereof, and the Committee shall have no obligation to approve
any such request. The Committee may require the payment form hereunder
to be the same as the payment form under the Qualified Pension Plan.
ARTICLE VII
Death and Disability Benefits
-----------------------------
7.1 Death Benefit
In the event of the death of a Participant who is lawfully married to a
spouse on the date of the Participant's death, a death benefit shall be
payable to such surviving spouse. Such benefit shall consist of monthly
payments, each of which is equal to the monthly amount that would have been
paid to such spouse (a) had the Participant's Separation from Service occurred
on the later of (i) the Participant's date of death, or (ii) the date on which
the Participant's SERP Calculated Age would have equaled at least age fifty-
five (55), (b) had the Participant's benefit commenced to be paid in the
applicable payment form provided in Section 6.2, and (c) had the Participant's
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death occurred immediately after such commencement of benefits. Such death
benefit shall begin to be paid as soon as practicable after the latest of (a)
the Participant's date of death, (b) the date on which the Participant's SERP
Calculated Age equals at least age fifty-five (55), and (c) the date on which
such benefit applications, releases, and other documents as the Committee may
require to be given are received by the Committee in form and manner
satisfactory to the Committee. Death benefit payments shall cease as of the
date of death of the spouse receiving such payments. No benefit shall be
payable to any person other than a spouse described in the first sentence of
this Section 7.1. This Plan shall not give effect to disclaimers, whether
made under state or federal law.
7.2 Disability Benefit
(a) If a Participant incurs a Total and Permanent Disability,
as such term is defined from time to time under Qualified Pension Plan
and has a fully vested benefit under the qualified Pension Plan but at
the date of the occurrence of such Total and Permanent Disability has
not completed at least one hundred twenty (120) months of service as an
employee of the Company, whether or not such service is performed as an
Eligible Employee as defined herein, such Participant shall be eligible
to receive a benefit commencing as soon as practicable after the later
of the date of such Participant's Separation from Service or the date
on which such Participant's SERP Calculated Age equals fifty-five (55).
Such benefit shall be equal to a benefit calculated as of the date of
occurrence of the event constituting a Total and Permanent Disability.
(b) If a Participant incurs a Total and Permanent Disability,
as such term is defined from time to time under Qualified Pension Plan,
and at the date of the occurrence of such Total and Permanent
Disability has completed at least one hundred twenty (120) months of
service as an employee of the Company, whether or not such service is
performed as an Eligible Employee as defined herein, such Participant
shall be eligible to receive a benefit commencing as soon as
practicable after the later of the date of such Participant's
Separation from Service or the date on which such Participant attains
age sixty-two (62). Such benefit shall be based upon all factors as in
effect on the date of the Participant's Separation from Service by
reason of Total and Permanent Disability, except that such Participant
shall, during the continuation of such Total and Permanent Disability
and until the commencement of such benefit, be eligible to continue to
accrue additional SERP Years of Service which shall be considered (up
to the maximum number of such years generally applicable under the
Plan) in the computation of such Participant's benefit. To the extent
practicable, the Participant's SERP Pay shall be computed by applying
rules similar to those applicable under the Qualified Pension Plan to
the extent such rules provide for assuming that the Participant's
compensation continues during a period of disability at the same rate
as existed prior to disability.
ARTICLE VIII
Right to Terminate or Modify Plan
---------------------------------
By action of the Executive Committee of Toyota Motor Sales, U.S.A., Inc.,
Toyota may modify or terminate this Plan without further liability to any
Eligible Employee or former employee or any other person. Notwithstanding the
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preceding provisions of this Article VIII, except as expressly required by
law, this Plan may not be modified or terminated as to any Participant in a
manner that adversely affects the payment of benefits in pay status, except
that in the event of the termination of the Plan as to all Participants, this
Plan may in the sole discretion of the Executive Committee of said Board be
modified to accelerate payment of benefits to Participants.
ARTICLE IX
No Assignment, Etc.
-------------------
Benefits under this Plan may not be assigned or alienated and shall not
be subject to the claims of any creditor. A Participant shall not be
permitted to borrow under the Plan, nor shall a Participant be permitted to
pledge or otherwise use his benefits hereunder as security for any loan or
other obligation. No payments shall be made to any person or persons other
than expressly provided herein, or on any date or dates other than as
expressly provided herein.
It is each Participant's sole responsibility to obtain such consents, and
to take such other actions as may be necessary or appropriate in connection
with participation in this Plan, including but not limited to obtaining
spousal or other consents, as may be necessary or appropriate to reflect
marital property, support, or other obligations arising under contract, order
or by operation of law.
ARTICLE X
The Committee
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(a) The appointment, removal and resignation of members of the
Committee shall be governed by the President of Toyota. Subject to
change by the said President the membership of the Committee shall be
the same as the membership of the Toyota Benefits Committee of the
Qualified Pension Plan.
(b) The Committee shall have authority to oversee the
management and administration of the Plan, and in connection therewith
is authorized in its sole discretion to make, amend and rescind such
rules as it deems necessary for the proper administration of the Plan,
to make all other determinations necessary or advisable for the
administration of the Plan and to correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and
to the extent that the Committee deems desirable to carry the Plan into
effect. The powers and duties of the Committee shall include without
limitation, the following:
(i) Resolving all questions relating to the eligibility
of select management and highly compensated employees to become
Participants; and
(ii) Resolving all questions regarding payment of benefits
under the Plan and other questions regarding plan participation.
Any action taken or determination made by the Committee shall be
conclusive on all parties. The exercise of or failure to exercise any
discretion reserved to the Committee to grant or deny any benefit to a
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Participant or other person under the Plan shall in no way require the
Committee or any person acting on behalf thereof, to similarly exercise or
fail to exercise such discretion with respect to any other Participant.
ARTICLE XI
Release
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As a condition to making any payment under the Plan, or to giving effect
to any election or other action under the Plan by any Participant or any other
person, the Plan Administrator may require such consents or releases as it
determines to be appropriate, and further may require any such designation,
election or other action to be in writing, in a prescribed form and to be
filed with the Committee in a manner prescribed by the Committee. In the
event the Committee determines, in its discretion, that multiple conflicting
claims may be made as to all or a part of a benefit accrued hereunder by a
Participant, the Committee may delay the making of any payment until such
conflict or multiplicity of claims is resolved.
ARTICLE XII
No Contract of Employment
-------------------------
This Plan shall not be deemed to give any employee the right to be
retained in the employ of the Company or to interfere with the right of the
Company to discharge or retire any employee at any time, nor shall this Plan
interfere with the right of the Company to establish the terms and conditions
of employment of any employee.
ARTICLE XIII
Company's Obligation to Pay Benefits
------------------------------------
Nothing contained in this Plan and no action taken pursuant to the
provisions of this Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship between the Company, and any Employee, an
Employee's spouse or former spouse or any other person. Funds to provide
benefits under the provisions of this Plan shall continue for all purposes to
be a part of the general funds of the Company. To the extent that any person
acquires a right to receive payments from the Company under this Plan such
right shall be no greater than the right of any unsecured general creditor of
the Company.
ARTICLE XIV
Claim Review Procedure
----------------------
(a) A person who believes that he or she has not received all
payments to which he or she is entitled under the terms of this Plan
may submit a claim therefor. Within ninety (90) days following receipt
of a claim for benefits under this Plan, and all necessary documents
and information, the Committee or its authorized delegate reviewing the
claim shall, if the claim is not approved, furnish the claimant with
written notice of the decision rendered with respect to the
application.
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(b) The written notice contemplated in (a) above shall set
forth:
(i) the specific reasons for the denial, with reference
to the Plan provisions upon which the denial is based;
(ii) a description of any additional information or
material necessary for perfection of the application (together
with an explanation why the material or information is
necessary); and
(iii) an explanation of the Plan's claim review procedure.
(c) A claimant who wishes to contest the denial of his claim
for benefits or to contest the amount of benefits payable to him shall
follow the procedures for an appeal of benefits as set forth below, and
shall exhaust such administrative procedures prior to seeking any other
form of relief.
(d) A claimant who does not agree with the decision rendered as
provided above in this Article XIV with respect to his application may
appeal the decision to the Committee. The appeal shall be made, in
writing, within sixty-five (65) days after the date of notice of such
decision with respect to the application. If the application has
neither been approved nor denied within the ninety-day (90) period
provided in (a) above, then the appeal shall be made within sixty-five
(65) days after the expiration of the ninety-day (90) period.
(e) The claimant may request that his application be given full
and fair review by the Committee. The claimant may review all
pertinent documents and submit issues and comments in writing in
connection with the appeal. The decision of the Committee shall be
made promptly, and not later than sixty (60) days after the Committee's
receipt of a request for review, unless special circumstances require
an extension of time for processing, in which case a decision shall be
rendered as soon as possible, but not later than one hundred twenty
(120) days after receipt of a request for review. The decision by the
Committee on review shall be in writing and shall include specific
reasons for the decision, written in a manner calculated to be
understood by the claimant with specific reference to the pertinent
Plan provisions upon which the decision is based.
ARTICLE XV
Arbitration
-----------
A claimant may contest the Committee's denial of his or her appeal only
by submitting the matter to arbitration. In such event, the claimant and the
Committee shall select an arbitrator from a list of names supplied by the
American Arbitration Association in accordance with such Association's
procedures for selection of arbitrators, and the arbitration shall be
conducted in accordance with the rules of such Association. The arbitrator's
authority shall be limited to the affirmance or reversal of the Committee's
denial of the appeal, and the arbitrator shall have no power to alter, add to
or subtract from any provision of this Plan. Except as otherwise required by
the Employee Retirement Income Security Act of 1974, the arbitrator's decision
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shall be final and binding on all parties, if warranted on the record and
reasonably based on applicable law and the provisions of this Plan.
ARTICLE XVI
Miscellaneous
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16.1 Successor and Assigns
The Plan shall be binding upon and shall inure to the benefit of the
Company, its successors and assigns, and all Participants.
16.2 Notices
Any notice or other communication required or permitted under the Plan
shall be in writing, and if directed to the Company shall be sent to the
Committee or its authorized delegate, and if directed to a Participant shall
be sent to such Participant at his last known address as it appears on the
records of the Company.
16.3 Limitations on Liability
(a) The Company does not warrant any tax benefit nor any
financial benefit under the Plan. Without limitation to the foregoing,
the Company and its officers, employees and agents shall be held
harmless by the Participant or Beneficiary from, and shall not be
subject to any liability on account of, the federal or state or local
income tax consequences, or any other consequences of any deferrals or
credits with respect to Participants under the Plan.
(b) The Company, its officers, employees, and agents shall be
held harmless by the Participant from, and shall not be subject to any
liability hereunder for, all acts performed in good faith.
16.4 Certain Small Benefits
Notwithstanding any other provision of this Plan to the contrary, in the
case of a Participant whose annual benefit hereunder is not in excess of ten
thousand dollars ($10,000), the Committee may, in its sole discretion,
distribute an amount equal to the actuarial equivalent value of future
anticipated benefits, determined in accordance with such actuarial factors and
interest rate assumptions utilized from time to time under the Qualified
Pension Plan for purposes of making lump sum payments thereunder.
16.5 Governing Law
This Plan and any Participant Compensation deferral agreement hereunder
are subject to the laws of the State of California, to the extent not
preempted by ERISA.
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IN WITNESS WHEREOF, Toyota Motor Sales, U.S.A., Inc. has caused this
instrument to be executed by its duly authorized officers, effective as of the
Effective Date set forth hereinabove.
TOYOTA MOTOR SALES, U.S.A., INC.
DATE: February 7, 1996 By: /S/ SHINJI SAKAI
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Shinji Sakai
President
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