DAMES & MOORE GROUP
DEFERRED COMPENSATION PLAN
MASTER PLAN DOCUMENT
Effective May 2, 1998
Copyright 1998
By Compensation Resource Group, Inc.
All Rights Reserved
TABLE OF CONTENTS
Page
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ARTICLE 1 Definitions 1
ARTICLE 2 Selection, Enrollment, Eligibility 7
2.1 Selection by Committee 7
2.2 Enrollment Requirements 7
2.3 Eligibility; Commencement of Participation 7
2.4 Termination of Participation and/or Deferrals 7
ARTICLE 3 Deferral Commitments/Company Matching/Crediting Taxes 8
3.1 Minimum Deferrals 8
3.2 Maximum Deferral 8
3.3 Election to Defer; Effect of Election Form 9
3.4 Withholding of Annual Deferral Amounts 9
3.5 Annual Company Matching Amount 9
3.6 Rollovers 10
3.7 Investment of Trust Assets 10
3.8 Vesting 10
3.9 Crediting/Debiting of Account Balances 11
3.10 FICA and Other Taxes 14
3.11 Distributions 14
ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election 15
4.1 Short-Term Payout 15
4.2 Other Benefits Take Precedence Over Short-Term 15
4.3 Withdrawal Payout/Suspensions for Unforeseeable
Financial Emergencies 15
4.4 Withdrawal Election 15
ARTICLE 5 Retirement Benefit 16
5.1 Retirement Benefit 16
5.2 Payment of Retirement Benefit 16
5.3 Death Prior to Completion of Retirement Benefit 16
ARTICLE 6 Pre-Retirement Survivor Benefit 17
6.1 Pre-Retirement Survivor Benefit 17
6.2 Payment of Pre-Retirement Survivor Benefit 17
ARTICLE 7 Termination Benefit 17
7.1 Termination Benefit 17
7.2 Payment of Termination Benefit 17
ARTICLE 8 Disability Waiver and Benefit 17
8.1 Disability Waiver 17
8.2 Continued Eligibility; Disability Benefit 18
ARTICLE 9 Beneficiary Designation 18
9.1 Beneficiary 18
9.2 Beneficiary Designation; Change; Spousal Consent 18
9.3 Acknowledgement 19
9.4 No Beneficiary Designation 19
9.5 Doubt as to Beneficiary 19
9.6 Discharge of Obligations 19
ARTICLE 10 Leave of Absence 19
10.1 Paid Leave of Absence 19
10.2 Unpaid Leave of Absence 19
ARTICLE 11 Termination, Amendment or Modification 20
11.1 Termination 20
11.2 Amendment 20
11.3 Effect of Payment 21
ARTICLE 12 Administration 21
12.1 Committee Duties 21
12.2 Administration Upon Change In Control 21
12.3 Agents 22
12.4 Binding Effect of Decisions 22
12.5 Indemnity of Committee 22
12.6 Employer Information 22
ARTICLE 13 Other Benefits and Agreements 22
13.1 Coordination with Other Benefits 22
ARTICLE 14 Claims Procedures 23
14.1 Presentation of Claim 23
14.2 Notification of Decision 23
14.3 Review of a Denied Claim 23
14.4 Decision on Review 24
14.5 Legal Action 24
ARTICLE 15 Trust 24
15.1 Establishment of the Trust 24
15.2 Interrelationship of the Plan and the Trust 24
15.3 Distributions From the Trust 24
ARTICLE 16 Miscellaneous 25
16.1 Status of Plan 25
16.2 Unsecured General Creditor 25
16.3 Employer's Liability 25
16.4 Nonassignability 25
16.5 Not a Contract of Employment 25
16.6 Furnishing Information 26
16.7 Terms 26
16.8 Captions 26
16.9 Governing Law 26
16.10 Notice 26
16.11 Successors 26
16.12 Spouse's Interest 26
16.13 Validity 27
16.14 Incompetent 27
16.15 Court Order 27
16.16 Distribution in the Event of Taxation 27
16.17 Insurance 28
16.18 Legal Fees To Enforce Rights After Change in Control 28
DAMES & MOORE GROUP
DEFERRED COMPENSATION PLAN
Effective May 2, 1998
PURPOSE
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees and Directors who
contribute materially to the continued growth, development and future
business success of Dames & Moore Group, a Delaware corporation, and its
subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded
for tax purposes and for purposes of Title I of ERISA, and shall be deemed
to constitute two separate plans, one for Employees and one for Directors.
ARTICLE 1
Definitions
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:
1.1 "Account Balance" shall mean, with respect to a Participant, a credit
on the records of the Employer equal to the sum of (i) the vested
Deferral Account balance (ii) the vested Company Contribution Account
balance and (iii) the Rollover Account balance. The Account Balance,
and each other specified account balance, shall be a bookkeeping entry
only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.
1.2 "Annual Bonus" shall mean the sum of the Annual Cash Bonus and the Annual
Stock Bonus.
1.3 "Annual Cash Bonus" shall mean any cash compensation, in addition to
Base Annual Salary relating to services performed during any fiscal
year, whether or not paid in such fiscal year or included on the Federal
Income Tax Form W-2 for such fiscal year, payable to a Participant as
an Employee under any Employer's annual bonus and cash incentive plans,
excluding stock options.
1.4 "Annual Company Contribution Amount" for any one Plan Year shall be the
amount determined in accordance with Section 3.5.
1.5 "Annual Deferral Amount" shall mean that portion of a Participant's Base
Annual Salary, Annual Bonus and Directors Fees that a Participant elects
to have, and is deferred, in accordance with Article 3, for any one Plan
Year. In the event of a Participant's Retirement, Disability (if
deferrals cease in accordance with Section 8.1), death or a Termination
of Employment prior to the end of a Plan Year, such year's Annual
Deferral Amount shall be the actual amount withheld prior to such event.
1.6 "Annual Installment Method" shall be an annual installment payment over
the number of years selected by the Participant in accordance with this
Plan, calculated as follows: The Account Balance of the Participant
shall be calculated as of the close of business on the last business day
of the Plan Year. The annual installment shall be calculated by
multiplying this balance by a fraction, the numerator of which is one,
and the denominator of which is the remaining number of annual payments
due the Participant. By way of example, if the Participant elects a
10-Year Annual Installment Method, the first payment shall be 1/10 of
the Account Balance, calculated as described in this definition. The
following year, the payment shall be 1/9 of the Account Balance,
calculated as described in this definition. Each annual installment
shall be paid no later than 60 days after the end of the applicable
Plan Year.
1.7 "Annual Stock Bonus" shall mean any Stock compensation, in addition to
Base Annual Salary relating to services performed during any fiscal
year, whether or not paid in such fiscal year or included on the Federal
Income Tax Form W-2 for such fiscal year, payable to a Participant as
an Employee under any Employer's annual bonus and cash incentive plans,
excluding stock options.
1.8 "Base Annual Salary" shall mean the annual cash compensation relating to
services performed during any fiscal year, whether or not paid in such
fiscal year or included on the Federal Income Tax Form W-2 for such
fiscal year, excluding bonuses, commissions, overtime, fringe benefits,
stock options, relocation expenses, incentive payments, non-monetary
awards, directors fees and other fees, automobile and other allowances
paid to a Participant for employment services rendered (whether or not
such allowances are included in the Employee's gross income). Base
Annual Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all
qualified or non-qualified plans of any Employer and shall be calculated
to include amounts not otherwise included in the Participant's gross
income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant
to plans established by any Employer; provided, however, that all such
amounts will be included in compensation only to the extent that, had
there been no such plan, the amount would have been payable in cash to
the Employee.
1.9 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the death of a Participant.
1.10 "Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
1.11 "Board" shall mean the board of directors of the Company.
1.12 "Change in Control" shall mean the first to occur of any of the
following events:
(a) Any "person" (as that term is used in Section 13 and 14(d)(2) of
the Securities Exchange Act of 1934 ("Exchange Act")) becomes the
beneficial owner (as that term is used in Section 13(d) of the
Exchange Act), directly or indirectly, of 25% or more of the
Company's capital stock entitled to vote in the election of
directors, provided that such acquisition shall not be deemed to
constitute a Change in Control if such acquisition is approved by
a majority of the directors in office immediately prior to the
date that such 25% threshold is exceeded; or
(b) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of the Company cease
for any reason to constitute at least a majority thereof, unless
the election or the nomination for election by the Company's
shareholders of each new director was approved by a vote of at
least three-quarters of the directors still in office who were
directors at the beginning of the period.
1.13 "Claimant" shall have the meaning set forth in Section 14.1.
1.14 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
1.15 "Committee" shall mean the committee described in Article 12.
1.16 "Company" shall mean Dames & Moore Group, a Delaware corporation, and
any successor to all or substantially all of the Company's assets or
business.
1.17 "Company Contribution Account" shall mean (i) the sum of all of a
Participant's Annual Company Contribution Amounts, plus (ii) amounts
credited in accordance with all the applicable crediting provisions of
this Plan that relate to the Participant's Company Contribution Account,
less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant's
Company Contribution Account.
1.18 "Deduction Limitation" shall mean the following described limitation
on a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation
shall be applied to all distributions that are "subject to the Deduction
Limitation" under this Plan. If an Employer determines in good faith
prior to a Change in Control that there is a reasonable likelihood that
any compensation paid to a Participant for a taxable year of the
Employer would not be deductible by the Employer solely by reason of
the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any
distribution to the Participant pursuant to this Plan prior to the
Change in Control is deductible, the Employer may defer all or any
portion of a distribution under this Plan. Any amounts deferred
pursuant to this limitation shall continue to be credited/debited with
additional amounts in accordance with Section 3.9 below, even if
such amount is being paid out in installments. The amounts so deferred
and amounts credited thereon shall be distributed to the Participant or
his or her Beneficiary (in the event of the Participant's death) at the
earliest possible date, as determined by the Employer in good faith,
on which the deductibility of compensation paid or payable to the
Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m), or if
earlier, the effective date of a Change in Control. Notwithstanding
anything to the contrary in this Plan, the Deduction Limitation shall
not apply to any distributions made after a Change in Control.
1.19 "Deferral Account" shall mean (i) the sum of all of a Participant's
vested Annual Deferral Amounts, plus (ii) amounts credited in accordance
with all the applicable crediting provisions of this Plan that relate
to the Participant's Deferral Account, less (iii) all distributions made
to the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Deferral Account.
1.20 "Director" shall mean any member of the board of directors of any
Employer.
1.21 "Directors Fees" shall mean the annual fees paid by any Employer,
including retainer fees and meetings fees, as compensation for serving
on the board of directors.
1.22 "Disability" shall mean a period of disability during which a
Participant qualifies for permanent disability benefits under the
Participant's Employer's long-term disability plan, or, if a
Participant does not participate in such a plan, a period of disability
during which the Participant would have qualified for permanent
disability benefits under such a plan had the Participant been a
participant in such a plan, as determined in the sole discretion of the
Committee. If the Participant's Employer does not sponsor such a plan,
or discontinues to sponsor such a plan, Disability shall be determined
by the Committee in its sole discretion.
1.23 "Disability Benefit" shall mean the benefit set forth in Article 8.
1.24 "Election Form" shall mean the form established from time to time by
the Committee that a Participant completes, signs and returns to the
Committee to make an election under the Plan.
1.25 "Employee" shall mean a person who is an employee of any Employer.
1.26 "Employer(s)" shall mean the Company and/or any of its subsidiaries
(now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the
Plan as a sponsor.
1.27 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
1.28 "First Plan Year" shall mean the period beginning May 2, 1998 and
ending on the last Friday of March, 1999.
1.29 "Participant" shall mean any Employee or Director (i) who is selected
to participate in the Plan, (ii) who elects to participate in the Plan,
(iii) who signs an Election Form and a Beneficiary Designation Form,
(iv) whose signed Election Form and Beneficiary Designation Form are
accepted by the Committee, (v) who commences participation in the Plan,
and (vi) whose entire Account Balance has not been distributed. A
spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan or have an account balance under the Plan,
even if he or she has an interest in the Participant's benefits under
the Plan as a result of applicable law or property settlements
resulting from legal separation or divorce.
1.30 "Plan" shall mean the Company's Deferred Compensation Plan, which shall
be evidenced by this instrument and by each Plan Agreement, as they may
be amended from time to time.
1.31 "Plan Year" shall, except for the First Plan Year, mean a period
beginning on the first day following the end of the preceding Plan Year
and continuing through the last Friday of March of the next year.
1.32 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
Article 6.
1.33 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
Employee, severance from employment from all Employers for any reason
other than a leave of absence, death or Disability on or after the
earlier of the attainment of (a) age sixty-five (65) or (b) age
fifty-five (55) with ten (10) Years of Service; and shall mean with
respect to a Director, ceasing to be a Director). If a Participant is
both an Employee and a Director, Retirement shall not occur until he or
she Retires as both an Employee and a Director, which Retirement shall
be deemed to be a Retirement as a Director; provided, however, that
such a Participant may elect, at least three years prior to Retirement
and in accordance with the policies and procedures established
by the Committee, to Retire for purposes of this Plan at the time he or
she Retires as an Employee, which Retirement shall be deemed to be a
Retirement as an Employee.
1.34 "Retirement Benefit" shall mean the benefit set forth in Article 5.
1.35 "Rollover Account" shall mean (i) the sum of all of a Participant's
Rollover Amount, plus (ii) amounts credited in accordance with all the
applicable crediting provisions of this Plan that relate to the
Participant's Rollover Account, less (iii) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Rollover Account.
1.36 "Rollover Amount" shall mean the amount determined in accordance with
Section 3.6.
1.37 "Short-Term Payout" shall mean the payout set forth in Section 4.1.
1.38 "Stock" shall mean Dames & Moore Group common stock, $.01 par value,
or any other equity securities of the Company designated by the
Committee.
1.39 "Stock Ownership Guidelines" shall mean the Stock ownership guidelines
established by the Company for a Participant from time to time.
1.40 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.41 "Termination of Employment" shall mean the severing of employment with
all Employers, or service as a Director of all Employers, voluntarily
or involuntarily, for any reason other than Retirement, Disability,
death or an authorized leave of absence. If a Participant is both an
Employee and a Director, a Termination of Employment shall occur only
upon the termination of the last position held; provided, however, that
such a Participant may elect, at least three years before Termination
of Employment and in accordance with the policies and procedures
established by the Committee, to be treated for purposes of this Plan
as having experienced a Termination of Employment at the time he or she
ceases employment with an Employer as an Employee.
1.42 "Trust" shall mean one or more trusts that may be established between the
Company and a trustee pursuant to the Plan.
1.43 "Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, (ii) a
loss of the Participant's property due to casualty, or (iii) such other
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.
1.44 "Years of Service" shall mean the total number of full years in which
a Participant has been employed by one or more Employers. For purposes
of this definition, a year of employment shall be a 365 day period (or
366 day period in the case of a leap year) that, for the first year
of employment, commences on the Employee's date of hiring and that, for
any subsequent year, commences on an anniversary of that hiring date.
Any partial year of employment shall not be counted.
ARTICLE 2
Selection, Enrollment, Eligibility
2.1 Selection by Committee. Participation in the Plan shall be limited to
a select group of management and highly compensated Employees and
Directors of the Employers, as determined by the Committee in its sole
discretion. From that group, the Committee shall select, in its sole
discretion, Employees and Directors to participate in the Plan.
2.2 Enrollment Requirements. As a condition to participation, each
selected Employee or Director shall complete, execute and return to the
Committee, an Election Form and a Beneficiary Designation Form, in
accordance with the guidelines of the Committee, after he or she is
selected to participate in the Plan. In addition, the Committee shall
establish from time to time such other enrollment requirements as it
determines in its sole discretion are necessary.
2.3 Eligibility; Commencement of Participation. Provided an Employee or
Director selected to participate in the Plan has met all enrollment
requirements set forth in this Plan and required by the Committee,
including returning all required documents to the Committee within the
specified time period, that Employee or Director shall commence
participation in the Plan on the first day of the accounting period
following the month in which the Employee or Director completes all
enrollment requirements. If an Employee or a Director fails to meet
all such requirements within the period required, in accordance with
Section 2.2, that Employee or Director shall not be eligible to
participate in the Plan until the first day of the Plan Year following
the delivery to and acceptance by the Committee of the required
documents.
2.4 Termination of Participation and/or Deferrals. If the Committee
determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees,
as membership in such group is determined in accordance with Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
right, in its sole discretion, to (i) terminate any deferral election
the Participant has made for the remainder of the Plan Year in which
the Participant's membership status changes, (ii) prevent the
Participant from making future deferral elections and/or (iii)
immediately distribute the Participant's then Account Balance as a
Termination Benefit and terminate the Participant's participation in
the Plan.
ARTICLE 3
Deferral Commitments/Company Contribution/Crediting/Taxes
3.1 Minimum Deferrals.
(a) Base Annual Salary, Annual Bonus and Director's Fees. For each
Plan Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Base Annual Salary, Annual Bonus, and/or
Director's Fees, provided that the amounts so elected for
the Plan Year total, in the aggregate, at least $3,000. If an
election is made for less than stated minimum amounts, or if no
election is made, the amount deferred shall be zero.
(b) Short Plan Year. Notwithstanding the foregoing, if a Participant
first becomes a Participant after the first day of a Plan Year,
or in the case of the first Plan Year of the Plan itself,
the minimum Base Annual Salary deferral shall be an amount equal
to the minimum set forth above, multiplied by a fraction, the
numerator of which is the number of complete months remaining in
the Plan Year and the denominator of which is 12.
3.2 Maximum Deferral.
(a) Base Annual Salary, Annual Bonus and Directors Fees. For each
Plan Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Base Annual Salary, Annual Bonus and/or
Directors Fees up to the following maximum percentages for each
deferral elected:
Deferral Maximum Amount
Base Annual Salary 75%
Annual Bonus 100%
Directors Fees 100%
Notwithstanding the foregoing, (i) the Committee in is sole
discretion may announce additional limitations on a Participant's
maximum deferral elections for a Plan Year, and (ii) if a
Participant first becomes a Participant after the first day of a
Plan Year, or in the case of the first Plan Year of the Plan
itself, the maximum Annual Deferral Amount, with respect to Base
Annual Salary, Annual Bonus and Directors Fees shall be limited
to the amount of compensation not yet earned by the Participant as
of the date the Participant submits a Plan Agreement and Election
Form to the Committee for acceptance.
3.3 Election to Defer; Effect of Election Form.
(a) First Plan Year. In connection with a Participant's commencement
of participation in the Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the
Participant commences participation in the Plan, along with such
other elections as the Committee deems necessary or desirable
under the Plan. For these elections to be valid, the Election
Form must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.2 above)
and accepted by the Committee.
(b) Subsequent Plan Years. For each succeeding Plan Year, an
irrevocable deferral election for that Plan Year, and such other
elections as the Committee deems necessary or desirable under the
Plan, shall be made by timely delivering to the Committee, in
accordance with its rules and procedures, before the end of the
Plan Year preceding the Plan Year for which the election is made,
a new Election Form. If no such Election Form is timely delivered
for a Plan Year, the Annual Deferral Amount shall be zero for
that Plan Year.
3.4 Withholding of Annual Deferral Amounts. For each Plan Year, the Base
Annual Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Base Annual Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in
Base Annual Salary. The Annual Bonus portion of the Annual Deferral
Amount shall be withheld at the time the Annual Bonus is or otherwise
would be paid to the Participant, whether or not this occurs during
the Plan Year itself. One quarter (25%) of the Directors Fees
portion of the Annual Deferral Amount shall be deemed withheld and
credited to the Deferral Account each fiscal quarter of the Plan Year.
3.5 Annual Company Contribution Amount. For each Plan Year, an Employer,
in its sole discretion, may, but is not required to, credit any amount
it desires to any Participant's Company Contribution Account under
this Plan, which amount shall be for that Participant the Annual
Company Contribution Amount for that Plan Year. The amount so credited
to a Participant may be smaller or larger than the amount credited to
any other Participant, and the amount credited to any Participant for a
Plan Year may be zero, even though one or more other Participants
receive an Annual Company Contribution Amount for that Plan Year. The
Annual Company Contribution Amount, if any, shall be credited as of the
close of business on the day selected by the Committee, in its sole
discretion. If a Participant is not employed by an Employer as of the
last day of a Plan Year other than by reason of his or her Retirement
or death, the Annual Company Contribution Amount for that Plan Year
shall be zero.
3.6 Rollovers. If a Participant is a participant in the Dames & Moore
Group deferred compensation plan effective December 4, 1993 (the "1993
Plan") and has an account balance in the 1993 Plan on May 1, 1998,
that account balance, as determined as of that date, shall be
transferred on such date to and added to the Participant's Account
Balance under this Plan, and shall thereafter be governed by the terms
and conditions of this Plan, and shall be referred to as the "Rollover
Amount." In addition, any elections made by the Participant with
respect to his or her account balance under the 1993 Plan shall apply
to the Rollover Amount under this Plan and any elections made by the
Participant with respect to his or her 1998 annual deferral amount
under the 1993 Plan shall apply to the Participant's 1998 Annual
Deferral Amount under this Plan.
3.7 Investment of Trust Assets. The Trustee of the Trust shall be
authorized, upon written instructions received from the Committee or
investment manager appointed by the Committee, to invest and reinvest
the assets of the Trust in accordance with the applicable Trust
Agreement, including the disposition of stock and reinvestment of the
proceeds in one or more investment vehicles designated by the Committee.
3.8 Vesting.
(a) A Participant shall at all times be 100% vested in (i) the Base
Annual Salary and Annual Cash Bonus portion of his or her Annual
Deferral Amount, and (ii) his or her Rollover Account.
(b) A Participant shall be vested in (i) the Annual Stock Bonus
portion of his or her Annual Deferral Amount and (ii) his or her
Annual Company Contribution Amount in accordance with the
following schedule:
Years of Service subsequent to the date the Vested Percentage of
Annual Stock Bonus portion of the Annual Annual Stock Bonus Portion of
Deferral Amount or the Annual Company the Annual Deferral Amount or
Contribution Amount is first credited to the Annual Company
Participant's Account Balance Contribution Amount
Less than 3 years 0%
3 years or more 100%
(c) Notwithstanding anything to the contrary contained in this
Section 3.8, in the event of a Participant's (i) death, (ii)
Disability, (iii) Retirement or (iv) Termination of the Plan,
a Participant's nonvested Annual Stock Bonus portion of his or
her Annual Deferral Amount and nonvested Annual Company
Contribution Amount shall become vested in accordance with the
following schedule:
Years of Service subsequent to the date the Vested Percentage of Annual
Annual Stock Bonus portion of the Annual Stock Bonus Portion of the
Deferral Amount or the Annual Company Annual Deferral Amount or
Contribution Amount is first credited to the Annual Company
Participant's Account Balance Contribution Amount
Less than 1 year 0%
1 or more, but less than 2 33 1/3%
2 or more, but less than 3 66 2/3%
3 or more 100%
(d) Notwithstanding anything to the contrary contained in this Section
3.8, in the event of a Change in Control, a Participant's Company
Contribution Account and Annual Stock Bonus portion of his or her
Annual Deferral Amount shall immediately become 100% vested (if
it is not already vested in accordance with the above vesting
schedule).
(e) Notwithstanding subsection (e), the vesting schedule for a
Participant's Company Contribution Account and Annual Stock Bonus
portion of his or her Annual Deferral Amount shall not be
accelerated to the extent that the Committee determines that
such acceleration would cause the deduction limitations of
Section 280G of the Code to become effective. In the event that
all of a Participant's Annual Stock Bonus portion of his or her
Annual Deferral Amount is not vested pursuant to such a
determination, the Participant may request independent
verification of the Committee's calculations with respect to the
application of Section 280G. In such case, the Committee must
provide to the Participant within 15 business days of such a
request an opinion from a nationally recognized accounting firm
selected by the Participant (the "Accounting Firm"). The opinion
shall state the Accounting Firm's opinion that any limitation in
the vested percentage hereunder is necessary to avoid the limits
of Section 280G and contain supporting calculations. The cost of
such opinion shall be paid for by the Company.
3.9 Crediting/Debiting of Account Balances. In accordance with, and subject
to, the rules and procedures that are established from time to time by
the Committee, in its sole discretion, amounts shall be credited or
debited to a Participant's Account Balance in accordance with the
following rules:
(a) Election of Measurement Funds. Except as otherwise provided in
Section 3.9(f) below, a Participant, in connection with his or
her initial deferral election in accordance with Section 3.3(a)
above, shall elect, on the Election Form, one or more Measurement
Fund(s) (as described in Section 3.9(c) below) to be used to
determine the additional amounts to be credited to his or her
Account Balance for the first Plan Year or portion thereof in
which the Participant commences participation in the Plan and
continuing thereafter for each subsequent Plan Year in which the
Participant participates in the Plan, unless changed in
accordance with the next sentence. Except as otherwise provided
in Section 3.9(f) below, commencing with the first Plan Year that
follows the Participant's commencement of participation in the
Plan and continuing thereafter for each Plan Year in which the
Participant participates in the Plan, no later than the next
to last business day of the Plan Year, the Participant may (but
is not required to) elect, by submitting an Election Form to the
Committee that is accepted by the Committee, to add or delete one
or more Measurement Fund(s) to be used to determine the
additional amounts to be credited to his or her Account Balance,
or to change the portion of his or her Account Balance allocated
to each previously or newly elected Measurement Fund. If an
election is made in accordance with the previous sentence,
it shall apply to the next Plan Year and continue thereafter for
each subsequent Plan Year in which the Participant participates
in the Plan, unless changed in accordance with the previous
sentence.
(b) Proportionate Allocation. In making any election described in
Section 3.9(a) above, the Participant shall specify on the
Election Form, in increments of five percentage points (5%),
the percentage of his or her Account Balance to be allocated to
a Measurement Fund (as if the Participant was making an
investment in that Measurement Fund with that portion of his or
her Account Balance).
(c) Measurement Funds. Except as otherwise provided in Section
3.9(f) below, the Participant may elect one or more of the
following measurement funds (the "Measurement Funds"), for the
purpose of rediting additional amounts to his or her Account
Balance:
(1) The Moody's Fund (described as a fund earning interest at the
rate determined by the Committee that is equal to the average
of the twelve "Moody's Seasoned Corporate Bond" rates that
are most recently published prior to the beginning of that
Plan Year. The "Moody's Seasoned Corporate Bond" rate is
an arithmetic average of yields of representative bonds,
including industrials, public utilities, Aaa, Aa, A and Baa
bonds, published by Moody's Investors Service, Inc. or any
successor to that service); or
(2) The Company Stock Fund (described as a fund deemed fully
invested in Company Stock with any dividends deemed
reinvested in additional shares of Stock).
As necessary, the Committee may, in its sole discretion,
discontinue, substitute or add a Measurement Fund. Each
such action will take effect as of the first day of the
Plan Year that follows by thirty (30) days the day on which
the Committee gives Participants advance written notice of
such change.
(d) Crediting or Debiting Method. The performance of each elected
Measurement Fund (either positive or negative) will be determined
by the Committee, in its reasonable discretion, based on the
performance of the Measurement Funds themselves. A Participant's
Account Balance shall be credited or debited on a daily basis
based on the performance of each Measurement Fund selected by the
Participant, as determined by the Committee in its sole
discretion, as though (i) a Participant's Account Balance on the
first day of a Plan Year were invested in the Measurement Fund(s)
selected by the Participant, in the percentages applicable to such
Plan Year, as of the close of business on the first business day
of such Plan Year, at the closing price on such date; (ii) the
Base Annual Salary and Annual Bonus portion of the Annual Deferral
Amount that was actually deferred during any Plan Year were
invested in the Measurement Fund(s) selected by the Participant,
in the percentages applicable to such Plan Year, no later than
the close of business on the third business day after the day
on which such amounts are actually deferred from the Participant's
Base Annual Salary or Annual Bonus, as the case may be, through
reductions in his or her payroll, at the closing price on such
date; and (iii) any distribution made to a Participant that
decreases such Participant's Account Balance ceased being
invested in the Measurement Fund(s), in the percentages
applicable to such Plan Year, no earlier than three business days
prior to the distribution, at the closing price on such date.
The Participant's Annual Company Contribution Amount shall be
credited to his or her Company Contribution Account for purposes
of this Section 3.9(d) as of the close of business on the day
selected by the Committee, in its sole discretion. One quarter
(25%) of the Directors Fees portion of the Participant's Annual
Deferral Amount shall be credited to his or her Deferral Account
for purposes of this Section 3.9(d) each fiscal quarter of the
Plan Year, as of the close of business on a business day in such
fiscal quarter of the Plan Year selected by the Committee, in its
sole discretion.
(e) No Actual Investment. Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a
Participant's election of any such Measurement Fund, the
allocation to his or her Account Balance thereto, the calculation
of additional amounts and the crediting or debiting of such
amounts to a Participant's Account Balance shall not be considered
or construed in any manner as an actual investment of his or her
Account Balance in any such Measurement Fund. In the event that
the Company or the Trustee (as that term is defined in the Trust),
in its own discretion, decides to invest funds in any or all of
the Measurement Funds, no Participant shall have any rights in or
to such investments themselves. Without limiting the foregoing,
a Participant's Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of
the Company.
(f) Special Rule for the Annual Stock Bonus Portion of the Annual
Deferral Amount. Notwithstanding any provision of this Plan that
may be construed to the contrary, the Participant's Annual Stock
Bonus portion of his or her Annual Deferral Amount must be
allocated to the Company Stock Fund at all times prior to
distribution from the Plan.
3.10 FICA and Other Taxes.
(a) Base Annual Salary and Annual Cash Bonus Portion of the Annual
Deferral Amount. For each Plan Year in which the Base Annual
Salary and Annual Cash Bonus portion of the Annual Deferral
Amount is being withheld from a Participant, the Participant's
Employer(s) shall withhold from that portion of the Participant's
Base Annual Salary and Annual Cash Bonus that is not being
deferred, in a manner determined by the Employer(s), the
Participant's share of FICA and other employment taxes on such
Base Annual Salary and/or Annual Bonus portion of the Annual
Deferral Amount. If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.10.
(b) Annual Stock Bonus Portion of the Annual Deferral Amount and
Annual Company Contribution Amount: When a participant becomes
vested in a portion of his or her Annual Company Contribution
Amount or Annual Stock Bonus portion of his or her Annual Deferral
Amount or Annual Company Contribution Amount, the Participant's
Employer(s) shall withhold from the Participant's Base Annual
Salary and/or Annual Bonus that is not deferred, in a manner
determined by the Employer(s), the Participant's share of FICA
and other employment taxes. If necessary, the Committee may
reduce the Account Balance in order to comply with this Section
3.10.
3.11 Distributions. The Participant's Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under
this Plan all federal, state and local income, employment and other
taxes required to be withheld by the Employer(s), or the trustee of
the Trust, in connection with such payments, in amounts and in a manner
to be determined in the sole discretion of the Employer(s) and the
trustee of the Trust.
ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election
4.1 Short-Term Payout. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a future
"Short-Term Payout" from the Plan with respect to such Annual Deferral
Amount. Subject to the Deduction Limitation, the Short-Term Payout
shall be a lump sum payment in an amount that is equal to the Annual
Deferral Amount plus amounts credited or debited in the manner provided
in Section 3.9 above on that amount, determined at the time that the
Short-Term Payout becomes payable (rather than the date of a Termination
of Employment). Subject to the Deduction Limitation and the other
terms and conditions of this Plan, each Short-Term Payout elected shall
be paid out during a 60 day period commencing immediately after the
last day of any Plan Year designated by the Participant that is at
least five Plan Years after the Plan Year in which the Annual
Deferral Amount is actually deferred.
4.2 Other Benefits Take Precedence Over Short-Term. Should an event occur
that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to a
Short-Term Payout election under Section 4.1 shall not be paid in
accordance with Section 4.1 but shall be paid in accordance with the
other applicable Article.
4.3 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
If the Participant experiences an Unforeseeable Financial Emergency,
the Participant may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or
full payout from the Plan. The payout shall not exceed the lesser of
the Participant's Account Balance, calculated as if such Participant
were receiving a Termination Benefit, or the amount reasonably needed
to satisfy the Unforeseeable Financial Emergency. If, subject to the
sole discretion of the Committee, the petition for a suspension and/or
payout is approved, suspension shall take effect upon the date of
approval and any payout shall be made within 60 days of the date of
approval. The payment of any amount under this Section 4.3 shall not
be subject to the Deduction Limitation.
4.4 Withdrawal Election. A Participant (or, after a Participant's death,
his or her Beneficiary) may elect, at any time, to withdraw all of his
or her Account Balance, calculated as if there had occurred a
Termination of Employment as of the day of the election, less a
withdrawal penalty equal to 10% of such amount (the net amount shall be
referred to as the "Withdrawal Amount"). This election can be made at
any time, before or after Retirement, Disability, death or Termination
of Employment, and whether or not the Participant (or Beneficiary) is in
the process of being paid pursuant to an installment payment schedule.
If made before Retirement, Disability or death, a Participant's
Withdrawal Amount shall be his or her Account Balance calculated as if
there had occurred a Termination of Employment as of the day of the
election. No partial withdrawals of the Withdrawal Amount shall be
allowed. The Participant (or his or her Beneficiary) shall make this
election by giving the Committee advance written notice of the election
in a form determined from time to time by the Committee. The
Participant (or his or her Beneficiary) shall be paid the Withdrawal
Amount within 60 days of his or her election. Once the Withdrawal
Amount is paid, the Participant's participation in the Plan shall
terminate and the Participant shall not be eligible to participate in
the Plan in the future. The payment of this Withdrawal Amount shall
not be subject to the Deduction Limitation.
ARTICLE 5
Retirement Benefit
5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant
who Retires shall receive, as a Retirement Benefit, his or her Account
Balance.
5.2 Payment of Retirement Benefit. A Participant, in connection with his
or her commencement of participation in the Plan, shall elect on an
Election Form to receive the Retirement Benefit in a lump sum or
pursuant to an Annual Installment Method of 5, 10 or 15 years.
The Participant may annually change his or her election to an
allowable alternative payout period by submitting a new Election Form
to the Committee, provided that any such Election Form is submitted at
least 3 years prior to the Participant's Retirement and is accepted by
the Committee in its sole discretion. The Election Form most recently
accepted by the Committee shall govern the payout of the Retirement
Benefit. If a Participant does not make any election with respect to
the payment of the Retirement Benefit, then such benefit shall be
payable in a lump sum. The lump sum payment shall be made, or
installment payments shall commence, no later than 60 days after the
last day of the Plan Year in which the Participant Retires. Any
payment made shall be subject to the Deduction Limitation.
5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full, the
Participant's unpaid Retirement Benefit payments shall continue and
shall be paid to the Participant's Beneficiary (a) over the remaining
number of years and in the same amounts as that benefit would have been
paid to the Participant had the Participant survived, or (b) in a lump
sum, if requested by the Beneficiary and allowed in the sole discretion
of the Committee, that is equal to the Participant's unpaid remaining
Account Balance.
ARTICLE 6
Pre-Retirement Survivor Benefit
6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
the Participant's Beneficiary shall receive a Pre-Retirement Survivor
Benefit equal to the Participant's Account Balance if the Participant
dies before he or she Retires, experiences a Termination of Employment
or suffers a Disability.
6.2 Payment of Pre-Retirement Survivor Benefit. The Pre-Retirement
Survivor Benefit shall be paid in a lump sum. Despite the foregoing,
if the Participant's Account Balance at the time of his or her death
is more than $25,000, payment of the Pre-Retirement Survivor Benefit
may be made, in the sole discretion of the Committee, in a lump sum or
pursuant to an Annual Installment Method of not more than 5 years.
The lump sum payment shall be made, or installment payments shall
commence, no later than 60 days after the Committee is provided with
proof that is satisfactory to the Committee of the Participant's death.
Any payment made shall be subject to the Deduction Limitation.
ARTICLE 7
Termination Benefit
7.1 Termination Benefit. Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit, which shall be equal
to the Participant's Account Balance if a Participant experiences
a Termination of Employment prior to his or her Retirement, death or
Disability.
7.2 Payment of Termination Benefit. The lump sum payment shall be made no
later than 60 days after the last day of fiscal quarter during which
the Participant experiences the Termination of Employment. Any payment
made shall be subject to the Deduction Limitation.
ARTICLE 8
Disability Waiver and Benefit
8.1 Disability Waiver.
(a) Waiver of Deferral. A Participant who is determined by the
Committee to be suffering from a Disability shall be excused from
fulfilling that portion of the Annual Deferral Amount commitment
that would otherwise have been withheld from a Participant's
Base Annual Salary, Annual Bonus and/or Directors Fees for the
remainder of the Plan Year during which the Participant first
suffers a Disability. During the period of Disability, the
Participant shall not be allowed to make any additional deferral
elections, but will continue to be considered a Participant for
all other purposes of this Plan.
(b) Return to Work. If a Participant returns to employment, or
service as a Director, with an Employer, after a Disability
ceases, the Participant may elect to defer an Annual Deferral
Amount for the Plan Year following his or her return to employment
or service and for every Plan Year thereafter while a Participant
in the Plan; provided such deferral elections are otherwise
allowed and an Election Form is delivered to and accepted by the
Committee for each such election in accordance with Section 3.3
above.
8.2 Continued Eligibility; Disability Benefit. A Participant suffering a
Disability shall, for benefit purposes under this Plan, continue to be
considered to be employed, or in the service of an Employer as a
Director, and shall be eligible for the benefits provided for in
Articles 4, 5, 6 or 7 in accordance with the provisions of those
Articles. Notwithstanding the above, the Committee shall have the
right to, in its sole and absolute discretion and for purposes of this
Plan only, and must in the case of a Participant who is otherwise
eligible to Retire, deem the Participant to have experienced a
Termination of Employment, or in the case of a Participant who is
eligible to Retire, to have Retired, at any time (or in the case of a
Participant who is eligible to Retire, as soon as practicable) after
such Participant is determined to be suffering a Disability, in which
case the Participant shall receive a Disability Benefit equal to his or
her Account Balance at the time of the Committee's determination;
provided, however, that should the Participant otherwise have been
eligible to Retire, he or she shall be paid in accordance with
Article 5. The Disability Benefit shall be paid in a lump sum within
60 days of the last day of the Plan Year in which the Committee
exercises such right. Any payment made shall be subject to the
Deduction Limitation.
ARTICLE 9
Beneficiary Designation
9.1 Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary
designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which
the Participant participates.
9.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its
designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Committee's rules and
procedures, as in effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Committee, must be signed by
that Participant's spouse and returned to the Committee. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The
Committee shall be entitled to rely on the last Beneficiary Designation
Form filed by the Participant and accepted by the Committee prior to his
or her death.
9.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Committee or its designated agent.
9.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant's
estate.
9.5 Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion,
to cause the Participant's Employer to withhold such payments until
this matter is resolved to the Committee's satisfaction.
9.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to
the Participant, and that Participant's Plan Agreement shall terminate
upon such full payment of benefits.
ARTICLE 10
Leave of Absence
10.1 Paid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence
from the employment of the Employer, the Participant shall continue to be
considered employed by the Employer and the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in
accordance with Section 3.3.
10.2 Unpaid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take an unpaid leave of
absence from the employment of the Employer, the Participant shall
continue to be considered employed by the Employer and the Participant
shall be excused from making deferrals until the earlier of the date
the leave of absence expires or the Participant returns to a paid
employment status. Upon such expiration or return, deferrals shall
resume for the remaining portion of the Plan Year in which the
expiration or return occurs, based on the deferral election, if any,
made for that Plan Year. If no election was made for that Plan Year,
no deferral shall be withheld.
ARTICLE 11
Termination, Amendment or Modification
11.1 Termination. Although each Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that
any Employer will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, each Employer reserves the right
to discontinue its sponsorship of the Plan and/or to terminate the Plan
at any time with respect to any or all of its participating Employees
and Directors, by action of its board of directors. Upon the
termination of the Plan with respect to any Employer, the Plan Agreements
of the affected Participants who are employed by that Employer, or in the
service of that Employer as Directors, shall terminate and their
Account Balances, determined as if they had experienced a Termination
of Employment on the date of Plan termination or, if Plan termination
occurs after the date upon which a Participant was eligible to Retire,
then with respect to that Participant as if he or she had Retired on the
date of Plan termination, shall be paid to the Participants as follows:
Prior to a Change in Control, if the Plan is terminated with respect to
all of its Participants, an Employer shall have the right, in its sole
discretion, and notwithstanding any elections made by the Participant,
to pay such benefits in a lump sum or pursuant to the Annual Installment
Method of up to 15 years, with amounts credited and debited during the
installment period as provided herein. If the Plan is terminated with
respect to less than all of its Participants, an Employer shall be
required to pay such benefits in a lump sum. After a Change in
Control, the Employer shall be required to pay such benefits in a lump
sum. The termination of the Plan shall not adversely affect any
Participant or Beneficiary who has become entitled to the payment of
any benefits under the Plan as of the date of termination; provided
however, that the Employer shall have the right to accelerate
installment payments without a premium or prepayment penalty by paying
the Account Balance in a lump sum or pursuant to an Annual Installment
Method using fewer years (provided that the present value of all
payments that will have been received by a Participant at any given
point of time under the different payment schedule shall equal or exceed
the present value of all payments that would have been received at that
point in time under the original payment schedule).
11.2 Amendment. Dames & Moore Group may, at any time, amend or modify the
Plan in whole or in part with respect to that Employer by the action of
its board of directors; provided, however, that: (i) no amendment or
modification shall be effective to decrease or restrict the value of a
Participant's Account Balance in existence at the time the amendment or
modification is made, calculated as if the Participant had experienced
a Termination of Employment as of the effective date of the amendment
or modification or, if the amendment or modification occurs after the
date upon which the Participant was eligible to Retire, the Participant
had Retired as of the effective date of the amendment or modification,
and (ii) no amendment or modification of this Section 11.2 or Section
12.2 of the Plan shall be effective. The amendment or modification of
the Plan shall not affect any Participant or Beneficiary who has become
entitled to the payment of benefits under the Plan as of the date of
the amendment or modification; provided, however, that the Employer
shall have the right to accelerate installment payments by paying the
Account Balance in a lump sum or pursuant to an Annual Installment
Method using fewer years (provided that the present value of all
payments that will have been received by a Participant at any given
point of time under the different payment schedule shall equal or
exceed the present value of all payments that would have been received
at that point in time under the original payment schedule).
11.3 Effect of Payment. The full payment of the applicable benefit under
Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries
under this Plan and the Participant's Plan participation shall terminate.
ARTICLE 12
Administration
12.1 Committee Duties. Except as otherwise provided in this Article 12,
this Plan shall be administered by a Committee that shall consist of
the Board, or such committee as the Board shall appoint. Members of
the Committee may be Participants under this Plan. The Committee
shall also have the discretion and authority to (i) make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of this Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in
connection with the Plan, or any facts relating to the Plan. Any
individual serving on the Committee who is a Participant shall not
vote or act on any matter relating solely to himself or herself. When
making a determination or calculation, the Committee shall be entitled
to rely on information furnished by a Participant or the Company.
12.2 Administration Upon Change In Control. For purposes of this Plan,
the Company shall be the "Administrator" at all times prior to the
occurrence of a Change in Control. Upon and after the occurrence of
a Change in Control, the "Administrator" shall be an independent third
party selected by the Trustee and approved by the individual who,
immediately prior to such event, was the Company's Chief Executive
Officer or, if not so identified, the Company's highest ranking officer
(the "Ex-CEO"). The Administrator shall have the discretionary
power to determine all facts and questions arising in connection with
the administration of the Plan and the interpretation of the Plan and
Trust including, but not limited to benefit entitlement determinations;
provided, however, upon and after the occurrence of a Change in Control,
the Administrator shall have no power to direct the investment of Plan
or Trust assets or select any investment manager or custodial firm for
the Plan or Trust. Upon and after the occurrence of a Change in
Control, the Company must: (1) pay all reasonable administrative
expenses and fees of the Administrator; (2) indemnify the Administrator
against any costs, expenses and liabilities including, without
limitation, attorney's fees and expenses arising in connection with
the performance of the Administrator hereunder, except with respect to
matters resulting from the gross negligence or willful misconduct of
the Administrator or its employees or agents; and (3) supply full and
timely information to the Administrator or all matters relating to the
Plan, the Trust, the Participants and their Beneficiaries, the Account
Balances of the Participants, the date of circumstances of the
Retirement, Disability, death or Termination of Employment of the
Participants, and such other pertinent information as the Administrator
may reasonably require. Upon and after a Change in Control, the
Administrator may be terminated (and a replacement appointed) by the
Trustee only with the approval of the Ex-CEO. Upon and after
a Change in Control, the Administrator may not be terminated by the
Company.
12.3 Agents. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may
be counsel to any Employer.
12.4 Binding Effect of Decisions. The decision or action of the
Administrator with respect to any question arising out of or in
connection with the administration, interpretation and application of
the Plan and the rules and regulations promulgated hereunder shall be
final and conclusive and binding upon all persons having any interest
in the Plan.
12.5 Indemnity of Committee. All Employers shall indemnify and hold
harmless the members of the Committee, any Employee to whom the
duties of the Committee may be delegated, and the Administrator against
any and all claims, losses, damages, expenses or liabilities arising
from any action or failure to act with respect to this Plan, except in
the case of willful misconduct by the Committee, any of its members,
any such Employee or the Administrator.
12.6 Employer Information. To enable the Committee and/or Administrator to
perform its functions, the Company and each Employer shall supply full
and timely information to the Committee and/or Administrator, as the
case may be, on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability,
death or Termination of Employment of its Participants, and such other
pertinent information as the Committee or Administrator may reasonably
require.
ARTICLE 13
Other Benefits and Agreements
13.1 Coordination with Other Benefits. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant
under any other plan or program for employees of the Participant's
Employer. The Plan shall supplement and shall not supersede, modify
or amend any other such plan or program except as may otherwise be
expressly provided.
ARTICLE 14
Claims Procedures
14.1 Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as
a "Claimant") may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. All other claims
must be made within 180 days of the date on which the event that caused
the claim to arise occurred. The claim must state with particularity
the determination desired by the Claimant.
14.2 Notification of Decision. The Committee shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant in writing:
(a) that the Claimant's requested determination has been made, and that
the claim has been allowed in full; or
(b) that the Committee has reached a conclusion contrary, in whole or
in part, to the Claimant's requested determination, and such
notice must set forth in a manner calculated to be understood by
the Claimant:
(i) the specific reason(s) for the denial of the claim, or any
part of it;
(ii) specific reference(s) to pertinent provisions of the Plan upon
which such denial was based;
(iii) a description of any additional material or information
necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;
and
(iv) an explanation of the claim review procedure set forth in
Section 14.3 below.
14.3 Review of a Denied Claim. Within 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim. Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents; and/or
(c) may request a hearing, which the Committee, in its sole discretion,
may grant.
14.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after such date.
Such decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan provisions upon which
the decision was based; and
(c) such other matters as the Committee deems relevant.
14.5 Legal Action. A Claimant's compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 15
Trust
15.1 Establishment of the Trust. The Company may establish a Trust, and may
at least annually transfer over to the Trust such assets as the Company
determines, in its sole discretion, are necessary to provide, on a
present value basis, for its respective future liabilities created with
respect to the Annual Deferral Amounts and Company Contribution Amounts
for such Company's Participants for all periods prior to the transfer,
as well as any debits and credits to the Participants' Account Balances
for all periods prior to the transfer, taking into consideration
the value of the assets in the trust at the time of the transfer.
15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan
shall govern the rights of a Participant to receive distributions
pursuant to the Plan. The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. The Company shall
at all times remain liable to carry out its obligations under the Plan.
15.3 Distributions From the Trust. Dames & Moore Group's obligations under
the Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the
Company's obligations under this Plan.
ARTICLE 16
Miscellaneous
16.1 Status of Plan. The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that "is
unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employee" within the meaning of ERISA
Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be
administered and interpreted to the extent possible in a manner
consistent with that intent.
16.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer's obligation under
the Plan shall be merely that of an unfunded and unsecured promise to
pay money in the future.
16.3 Employer's Liability. An Employer's liability for the payment of
benefits shall be defined only by the Plan, as entered into between the
Employer and a Participant. An Employer shall have no obligation to a
Participant under the Plan except as expressly provided in the Plan.
16.4 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part
of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant
or any other person, be transferable by operation of law in the event of
a Participant's or any other person's bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or
otherwise.
16.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged
to be an "at will" employment relationship that can be terminated at
any time for any reason, or no reason, with or without cause, and with
or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer, either
as an Employee or a Director, or to interfere with the right of any
Employer to discipline or discharge the Participant at any time.
16.6 Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking
such physical examinations as the Committee may deem necessary.
16.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
16.8 Captions. The captions of the articles, sections and paragraphs of
this Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of California without regard to its conflicts of laws principles.
16.10 Notice. Any notice or filing required or permitted to be given
to the Committee under this Plan shall be sufficient if in writing
and hand-delivered, or sent by registered or certified mail, to the
address below:
Controller
Dames & Moore Group
911 Wilshire Blvd., Suite 700
Los Angeles, CA 90017
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
Any notice or filing required or permitted to be given to a
Participant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of the
Participant.
16.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
16.12 Spouse's Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable
by such spouse in any manner, including but not limited to such
spouse's will, nor shall such interest pass under the laws of
intestate succession.
16.13 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed
and enforced as if such illegal or invalid provision had never been
inserted herein.
16.14 Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition
of that person's property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the
care and custody of such minor, incompetent or incapable person.
The Committee may require proof of minority, incompetence, incapacity
or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the
account of the Participant and the Participant's Beneficiary,
as the case may be, and shall be a complete discharge of any liability
under the Plan for such payment amount.
16.15 Court Order. The Committee is authorized to make any payments
directed by court order in any action in which the Plan or the
Committee has been named as a party. In addition, if a court
determines that a spouse or former spouse of a Participant has an
interest in the Participant's benefits under the Plan in connection
with a property settlement or otherwise, the Committee, in its sole
discretion, shall have the right, notwithstanding any election made
by a Participant, to immediately distribute the spouse's or former
spouse's interest in the Participant's benefits under the Plan to
that spouse or former spouse.
16.16 Distribution in the Event of Taxation.
(a) In General. If, for any reason, all or any portion of a
Participant's benefits under this Plan becomes taxable for
federal or state income tax purposes to the Participant prior
to receipt, a Participant may petition the Committee before a
Change in Control, or the trustee of the Trust after a Change in
Control, for a distribution of that portion of his or her
benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld (and,
after a Change in Control, shall be granted), a Participant's
Employer shall distribute to the Participant immediately
available funds in an amount equal to the taxable portion of his
or her benefit (which amount shall not exceed a Participant's
unpaid Account Balance under the Plan). If the petition is
granted, the tax liability distribution shall be made within 90
days of the date when the Participant's petition is granted.
Such a distribution shall affect and reduce the benefits
to be paid under this Plan.
(b) Trust. If the Trust terminates and benefits are distributed
from the Trust to a Participant, the Participant's benefits
under this Plan shall be reduced to the extent of such
distributions.
16.17 Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply for
and procure insurance on the life of the Participant, in such
amounts and in such forms as the Trust may choose. The Employers or
the trustee of the Trust, as the case may be, shall be the sole owner
and beneficiary of any such insurance. The Participant shall have no
interest whatsoever in any such policy or policies, and at the request
of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied
for insurance.
16.18 Legal Fees To Enforce Rights After Change in Control. The Company
and each Employer is aware that upon the occurrence of a Change in
Control, the Board or the board of directors of a Participant's
Employer (which might then be composed of new members) or a shareholder
of the Company or the Participant's Employer, or of any successor
corporation might then cause or attempt to cause the Company, the
Participant's Employer or such successor to refuse to comply with its
obligations under the Plan and might cause or attempt to cause the
Company or the Participant's Employer to institute, or may institute,
litigation seeking to deny Participants the benefits intended under
the Plan. In these circumstances, the purpose of the Plan could be
frustrated. Accordingly, if, following a Change in Control, it should
appear to any Participant that the Company, the Participant's Employer
or any successor corporation has failed to comply with any of its
obligations under the Plan or any agreement thereunder or, if
the Company, such Employer or any other person takes any action to
declare the Plan void or unenforceable or institutes any litigation
or other legal action designed to deny, diminish or to recover from
any Participant the benefits intended to be provided, then the Company
and the Participant's Employer irrevocably authorize such Participant
to retain counsel of his or her choice at the expense of the Company
and the Participant's Employer (who shall be jointly and severally
liable) to represent such Participant in connection with the
initiation or defense of any litigation or other legal action,
whether by or against the Company, the Participant's Employer
or any director, officer, shareholder or other person affiliated with
the Company, the Participant's Employer or any successor thereto in
any jurisdiction.
IN WITNESS WHEREOF, the Company has signed this Plan document
as of May 2, 1998.
"Company"
Dames & Moore Group, a Delaware corporation
By:/s/ Mark A. Snell
Title: Executive Vice President and
Chief Financial Officer