UNIROYAL TECHNOLOGY CORPORATION
LONG TERM GROWTH PLAN
(as amended to August 3, 2000)
Article I
Establishment of Plan
Uniroyal Technology Corporation adopts this unfunded supplemental
executive retirement plan effective as of October 1, 1998, as amended
effective March 10, 2000 and May 19, 2000, to be known as the Uniroyal
Technology Corporation Long Term Growth Plan, hereinafter referred to
as the "Plan."
Article II
Definitions
As used within this document, the following words and phrases have the
meanings described in this Article II unless a different meaning is
required by the context. Some of the words and phrases used in the Plan
are not defined in this Article II, but for convenience, are defined as
they are introduced into the text. Words in the masculine gender shall
be deemed to include the feminine gender. Any headings used are
included for ease of reference only, and are not to be construed so as
to alter any of the terms of the Plan.
2.1 "Beneficiary" means an individual or entity designated by a Participant
in accordance with Section 11.6.
2.2 "Board" or "Board of Directors" means the Board of Directors of the
Corporation.
2.2A "Change of control of the Corporation" means
(1) Any Person is or becomes the "beneficial owner" within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange
Act"), directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's
then outstanding securities; or
(2) During any period of two consecutive years, individuals who at the
beginning of such period constitute the Board and any new director
(other than a director designated by a Person who has entered into an
agreement with the Company to effect a transaction described in
paragraphs (a), (c) or (d) of this subsection) whose election by the
Board or nomination for election by the Company's stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so
approved (other than approval given in connection with an actual or
threatened proxy or election contest) cease for any reason to
constitute a majority thereof; or
(3) The stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than (i) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent
(either by remaining or outstanding or by being converted into voting
securities of the surviving entity or parent entity), in combination
with the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, at least 50% of the
combined voting power of the voting securities of the Company or such
surviving entity (or parent entity) outstanding immediately after such
merger or consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in
which no Person acquires more than 30% of the combined voting power of
the Company's then outstanding securities; or
(4) The shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets (or
any transaction having a similar effect)."
2.3 "Code" means the Internal Revenue Code of 1986. Reference to a section
of the Code shall include that section and any comparable section or
sections of any future legislation that amends, supplements or
supersedes such section.
2.4 "Corporation" or "Company" means Uniroyal Technology Corporation.
2.5 "Disability" means a total and permanent disability as defined in the
Corporation's Long Term Disability Plan. The existence of a Disability
shall be determined by the Corporation on the advice of a physician
chosen by the Corporation.
2.6 "Effective Date" means October 1, 1998.
2.6A "Initial Participant" means an individual specified in Article III,
Section 3.1.
2.7 "IRS" means the Internal Revenue Service.
2.7A "Normal Retirement Benefit" means the benefit specified in Article IV,
Section 4.1.
2.8 "Normal Retirement" and "Normal Retirement Date" mean the first day of
the month coincident with or next following attainment of age 65 and
the completion of ten (10) Years of Service for Participants elected
for participation during the Plan's first year, as specified in Article
III, Section 3.1. Future Participants must complete ten (10) Years of
Participation for full benefit. For purposes of certain situations
specified in Section 5.2 or Article VI, pro-rata benefits may be
payable for period of Plan participation less than ten (10) years.
2.9 "Participant" means any individual who becomes eligible to participate
in the Plan pursuant to Article III.
2.10 "Plan" means the Uniroyal Technology Corporation Long Term Growth Plan.
2.11 "Plan Administrator" - The Plan, unless otherwise provided in the
Uniroyal Technology Corporation Long Term Growth Plan, shall be
administered by the Vice President of Human Resources and
Administration of the Company, subject to the overview of the President
and Chairman of the Corporation. The decision of the President and
Chairman on any matter arising under the Plan shall be final,
conclusive and binding on all parties.
2.12 "Plan Year" means the period beginning October 1 and ending on
September 30.
2.13 "President" and "Chairman" mean the president and chairman of the
Company.
2.14 "Year of Employment" or "Year of Service" shall mean completed
consecutive years of employment with Uniroyal Technology Corporation or
its predecessor corporations.
2.15 "Years of Participation" means each full Plan Year during which a
Participant is enrolled in the Plan.
Article III
Eligibility
3.1 The initial participants in this Plan are the following: Howard R.
Curd, Robert L. Soran, George J. Zulanas, Jr., Oliver J. Janney, Martin
J. Gutfreund, Gary M. Hess, Lawrence E. Bressler, and James T. Elgin.
From time to time, additional key employees of the Corporation or a
subsidiary or division thereof may be selected by the Board of
Directors of the Corporation for participation in the Plan.
3.2 This Plan is intended to qualify as a plan maintained by the
Corporation primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees. It is the intention of the Corporation and Participants that
this Plan be unfunded for tax purposes and for purposes of Title I of
ERISA.
Article IV
Retirement, Death and Disability Benefits
4.1 Participants who have reached Normal Retirement will receive ten (10)
years of Plan benefits. Certain executive officers of the Company who
shall be designated by the Compensation Committee of the Board will
receive an additional ten (10) years of plan benefits; the benefits for
the second period of ten (10 ) years will be funded through an Insured
Security Option Plan. The benefit amount will be set forth in the
Enrollment Agreement, signed by the Vice President of Human Resources
and the Participant.
4.2 If the Participant dies while employed by the Corporation, and is
insured by a life insurance policy issued to the Corporation in
connection with this Plan, the Corporation shall pay to the
Participant's Beneficiary an immediate single sum distribution equal to
the proceeds of such life insurance policy after recoupment by the
Corporation of the premiums paid by the Corporation under such life
insurance policy.
4.3 If the Participant suffers a Disability while employed by the
Corporation, the Participant will be 100% vested in the benefit stated
in the Enrollment Agreement and will receive the Plan benefit at Normal
Retirement.
Article V
Vesting
5.1 A Participant's benefit shall be one hundred percent (100%) vested or
nonforfeitable when the Participant has completed the requirements for
Normal Retirement. Until a Participant has completed the requirements
for Normal Retirement, the Participant shall be zero percent (0%)
vested in the Participant's Account. Nevertheless, partial benefits may
be payable as set forth below in Section 5.2 and Article VI. The
extended benefits provided for in Section 4.1 are fully vested.
5.2 Partial benefits may be available under the following circumstances:
o If the Participant is involuntarily terminated for any reason
other than "for cause," and does not receive in excess of
$50,000 per year from future employment or consulting
activities, a benefit will be payable equal to the present value
of the benefit payable at Normal Retirement Date, calculated (a)
for Initial Participants, by multiplying the Normal Retirement
Benefit by a fraction, the numerator of which is one and the
denominator of which equals the number of years, rounded to the
nearest integer, between the date of termination and the Normal
Retirement Date and (b) for other Participants, by multiplying
the Normal Retirement Benefit by the product of a fraction, the
numerator is equal to Years of Participation and the denominator
of which equals the number of years, rounded to the nearest
integer, between the date on which such participant becomes a
participant under the Plan and such participant's Normal
Retirement Date, not to exceed 100% of the benefit payable under
the life insurance policy maintained under this Plan after
recoupment by the Company of all premiums paid under such life
insurance policy. The Participant may elect to receive that
benefit upon termination of employment or at his or her Normal
Retirement Date under the Plan.
o If the participant, under special circumstances approved by the
President and Chairman of the Company, resigns from the
Corporation with a recognized health problem, a benefit will be
payable equal to the present value of the benefit payable at
Normal Retirement Date, calculated (a) for Initial Participants,
by multiplying the Normal Retirement Benefit by a fraction, the
numerator of which is one and the denominator of which equals
the number of years, rounded to the nearest integer, between the
date of termination and the Normal Retirement Date and (b) for
other Participants, by multiplying the Normal Retirement Benefit
by the product of a fraction, the numerator is equal to Years of
Participation and the denominator of which equals the number of
years, rounded to the nearest integer, between the date on which
such participant becomes a participant under the Plan and such
participant's Normal Retirement Date, not to exceed 100% of the
benefit payable under the life insurance policy maintained under
this Plan after recoupment by the Company of all premiums paid
under such life insurance policy. The Participant may elect to
receive that benefit upon termination or at his or her Normal
Retirement Date under the Plan
5.3 In the event of a change of control of the Corporation followed by a
material diminution of the duties, compensation or employment benefits
of a Participant prior to the Participant's Normal Retirement Date,
Early Retirement by the Participant or other vesting pursuant to this
Article V, the Participant shall become fully vested in the benefits
under this Plan as of the first day of the calendar month in which such
diminution became effective and the Corporation shall fully fund such
benefits. For purposes of this Section, a "change in control" shall be
deemed to have occurred if the conditions set forth in any one of the
following situations shall have occurred:
(1) Any Person is or becomes the "beneficial owner" within the
meaning of Rule 1, 3d-3 under the Securities Exchange Act of
1934 (the "Exchange Act"), directly or indirectly, of
securities of the Corporation representing 30% or more of the
combined voting power of the Corporation's then outstanding
securities; or
(2) During any period of two consecutive years, individuals who at
the beginning of such period constitute the Board and any new
director (other than a director designated by a Person who has
entered into an agreement with the Corporation to effect a
transaction described in this Section 5.3 whose election by
the Board or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved (other than
approval given in connection with an actual or threatened
proxy or election contest) cease for any reason to constitute
a majority thereof; or
(3) The stockholders of the Corporation approve a merger or
consolidation of the Corporation with any other corporation,
other than (i) a merger or consolidation which would result in
the voting securities of the Corporation outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity or the parent entity) in
combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of
the Corporation, at least 50% of the combined voting power of
the voting securities of the Corporation or such surviving
entity (or parent entity) outstanding immediately after such
merger or consolidation, or (ii) a merger or consolidation
effected to implement a recapitalization of the Corporation
(or similar transaction) in which no Person acquires more than
30% of the combined voting power of the Corporation's then
outstanding securities; or
Article VI
Early Retirement
If the Participant, with the approval of the Chairman and the President
of the Company, (1) elects early retirement, (2) would be fully vested
other than not having reached the age of 65 and (3) does not receive in
excess of $50,000 per year from future employment or consulting
activities, a benefit will be payable equal to the pro rata portion of
the Normal Retirement Benefit, calculated by multiplying the Normal
Retirement Benefit by the product of (a) for Initial Participants, by
multiplying the Normal Retirement Benefit by a fraction, the numerator
of which is one and the denominator of which equals the number of
years, rounded to the nearest integer, between the date of termination
and the Normal Retirement Date and (b) for other Participants, by
multiplying the Normal Retirement Benefit by the product of a fraction,
the numerator is equal to Years of Participation and the denominator of
which equals the number of years, rounded to the nearest integer,
between the date on which such participant becomes a participant under
the Plan and such participant's Normal Retirement Date, not to exceed
100% and the benefit payable under the life insurance policy maintained
under this Plan. The Participant may elect to receive that benefit upon
termination or at his or her Normal Retirement Date under the Plan. In
order to continue to receive the benefit under this provision, the
Participant will, not later than September 1 of each year in which a
benefit is payable, deliver or cause to be delivered to the Vice
President, Human Resources and Administration of the Company or
equivalent officer of the Company, a copy of the first page of such
Participant's federal income tax return for the preceding year.
Article VII
Accounts
The Plan constitutes a mere promise by the Corporation to make the
benefit payments in the future. The Plan shall not hold any actual
funds or assets. The right of any individual or entity to receive one
or more payments under the Plan shall be an unsecured claim against the
general assets of the Corporation. Any liability of the Corporation to
any Participant, former Participant, or Beneficiary with respect to a
right to payment shall be based solely upon contractual obligations
created by the Plan. Neither the Corporation, the Board of Directors of
the Corporation nor any individual or entity shall be deemed to be a
trustee of any amounts to be paid under the Plan. Nothing contained in
the Plan, and no action taken pursuant to its provisions, shall create
or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Participant, former
Participant, Beneficiary, or any other individual or entity. In no
event shall the Corporation, or any successor to the Corporation,
employee, officer, director, or stockholder of the Corporation be
liable to any individual or entity on account of any claim arising by
reason of the failure of any Participant, Beneficiary or other
individual or entity to be entitled to any particular tax consequences
with respect to the Plan or any credit or payment thereunder.
Article VIII
Plan Administration
The Plan shall be administered by the Vice President of Human Resources
of the Corporation, and the Corporation may designate an agent to
perform the record keeping duties. The Corporation will construe and
interpret the Plan, including disputed and doubtful terms and
provisions and, in its sole discretion, decide all questions of
eligibility and determine the amount, manner and time of payment of
benefits under the Plan. The determinations and interpretations of the
Corporation will be consistently and uniformly applied to all
Participants and Beneficiaries, including but not limited to
interpretations and determinations of amounts due under this Plan, and
shall be final and binding on all parties. The Plan at all times shall
be interpreted and administered as an unfunded deferred compensation
plan, and no provision of the Plan shall be interpreted so as to give
any Participant or Beneficiary any right in any asset of the
Corporation which is a right greater than the right of a general
unsecured creditor of the Corporation.
Article IX
Nonalienation of Benefits
The interests of Participants and their Beneficiaries under this Plan
are not subject to the claims of their creditors and may not be
voluntarily or involuntarily sold, transferred, alienated, assigned,
pledged, anticipated, or encumbered, attached or garnished. Any attempt
by a Participant, his or her Beneficiary, or any other individual or
entity to sell, transfer, alienate, assign, pledge, anticipate,
encumber, attach, garnish, charge or otherwise dispose of any right to
benefits payable shall be void. The Corporation may cancel and refuse
to pay any portion of a benefit which is sold, transferred, alienated,
assigned, pledged, anticipated, encumbered, attached or garnished. The
benefits which a Participant may accrue under this Plan are not subject
to the terms of any Qualified Domestic Relations Order (as that term is
defined in Section 414(p) of the Code) with respect to any Participant,
and neither the Plan Administrator, the Board of Directors, nor the
Corporation shall be required to comply with the terms of such order in
connection with this Plan. The withholding of taxes from Plan payments,
the recovery of Plan overpayments of benefits made to a Participant or
Beneficiary, the transfer of Plan benefit rights from the Plan to
another plan, or the direct deposit of Plan payments to an account in a
financial institution (if not actually a part of an arrangement
constituting an assignment or alienation) shall not be construed as
assignment or alienation under this Article IX.
Article X
Amendment and Termination
The Corporation reserves the right to amend, alter or discontinue this
Plan at any time. Such action may be taken in writing by any officer of
the Corporation who has been duly authorized by the Corporation to
perform acts of such kind. However, no such amendment shall deprive any
Participant or Beneficiary of any portion of any benefit which would
have been payable had the Participant's employment with the Corporation
terminated on the effective date of such amendment or termination.
Notwithstanding the provisions of this Article X to the contrary, the
Corporation may amend the Plan at any time, in any manner, if the
Corporation determines any such amendment is required to ensure that
the Plan is characterized as providing deferred compensation for a
select group of management or highly compensated employees and as
described in ERISA Sections 201(2), 301(a)(3) and 401(a)(1) or to
otherwise conform the Plan to the provisions of any applicable law,
including ERISA and the Code.
Article XI
General Provisions
11.1 Any payment made in good faith in accordance with provisions of the
Plan shall be a complete discharge of any liability for the making of
such payment under the provisions of this Plan.
11.2 This Plan does not constitute a contract of employment, and
participation in the Plan will not give any Participant the right to be
retained in the employment of the Corporation.
11.3 The provisions of this Plan shall be binding upon the Corporation and
its successors.
11.4 Each Participant entitled to benefits shall file with the Plan
Administrator, in writing, any change of post office address. Any check
representing payment and any communication addressed to a Participant
or a former Participant at this last address filed with the Plan
Administrator, or if no such address has been filed, then at his or her
last address as indicated on the Corporation's records, shall be
binding on such Participant for all purposes of the Plan, and neither
the Plan Administrator nor the Corporation or other payer shall be
obliged to search for or ascertain the location of any such
Participant. If the Plan Administrator is in doubt as to the address of
any Participant entitled to benefits or as to whether benefit payments
are being received by a Participant, it shall, by registered mail
addressed to such Participant at his last known address, notify such
Participant that:
(i) All unmailed and future Plan payments will be withheld until
Participant provides the Plan Administrator with evidence of his or her
continued life and his or her proper mailing address; and
(ii) His or her right to any Plan payment shall, at the option of the
Corporation, be canceled forever, if, at the expiration of five (5)
years from the date of such mailing, he or she shall not have provided
the Corporation with evidence of his or her continued life and proper
mailing address.
11.5 Each Participant shall furnish to the Plan Administrator any
information the Plan Administrator deems necessary for purposes of
administering the Plan, and the payment provisions of the Plan are
conditional upon the Participant's furnishing promptly such true and
complete information as the Plan Administrator may request. Each
Participant shall submit proof of his age when required by the Plan
Administrator. The Plan Administrator will, if such proof of age is not
submitted as required, use such information as is deemed by it to be
reliable, regardless of the lack of proof, or the misstatement of the
age of individuals entitled to benefits. Any notice or information
which, according to the terms of the Plan or requirements of the Plan
Administrator, must be filed with the Plan Administrator, shall be
deemed so filed if addressed and either delivered in person or mailed
to and received by the Plan Administrator, in care of the Corporation
at:
Uniroyal Technology Corporation
Two North Tamiami Trail, Suite #900
Sarasota, Florida 34236
11.6 Each Participant shall designate, by name, on election forms provided
by the Plan Administrator, the Beneficiary(ies) who shall receive any
benefits which might be payable after such Participant's death. A
Beneficiary designation may be changed or revoked without such
Beneficiary's consent at any time or from time to time in the manner as
provided by the Plan Administrator, and the Plan Administrator shall
have no duty to notify any individual or entity designated as a
Beneficiary of any change in such designation which might affect such
individual or entity's present or future rights. If the designated
Beneficiary does not survive the Participant, all amounts which would
have been paid to such deceased Beneficiary shall be paid to any
remaining Beneficiary in that class of Beneficiaries, unless the
Participant has designated that such amounts go to the lineal
descendants of the deceased Beneficiary. If none of the designated
primary Beneficiaries survive the Participant, and the Participant did
not designate that payments would be payable to such Beneficiary's
lineal descendants, amounts otherwise payable to such Beneficiaries
shall be paid to any successor Beneficiaries designated by the
Participant, or if none, to the Participant's spouse, or, if the
Participant was not married at the time of death, the Participant's
estate.
No Participant shall designate more than five (5) simultaneous
Beneficiaries, and if more than one (1) beneficiary is named,
Participant shall designate the share to be received by each
Beneficiary. Despite the limitation on five (5) Beneficiaries, a
Participant may designate more than five (5) Beneficiaries provided
such Beneficiaries are the surviving spouse and children of the
Participant. If a Participant designates alternative, successor, or
contingent Beneficiaries, such Participant shall specify the shares,
terms and conditions upon which amounts shall be paid to such multiple,
alternative, successor or contingent Beneficiaries. Any payment made
under this Plan after the death of a Participant shall be made only to
the Beneficiary or Beneficiaries designated pursuant to this Section.
11.7 Any claim for benefits must initially be submitted in writing to the
Plan Administrator. If such claim is denied (in whole or in part), the
claimant shall receive notice from the Plan Administrator, in writing,
setting forth the specific reasons for denial, with specific reference
to applicable provisions of this Plan. Such notice shall be provided
within ninety (90) days of the date the claim for benefits is received
by the Plan Administrator, unless special circumstances require an
extension of time for processing the claim, in which event notification
of the extension will be provided to the claimant prior to the
expiration of the initial 90-day period. The extension notification
will indicate the special circumstances requiring the extension of time
and the date by which the Plan Administrator expects to render its
decision. Any such extension will not exceed 90 days. Any disagreements
about such interpretations and construction may be appealed in writing
by the claimant within sixty (60) days to the Plan Administrator. The
Plan Administrator shall respond to such appeal within sixty (60) days,
with a notice in writing fully disclosing its decision and its reasons.
If no special circumstances require an extension of time to process the
appealed claim, notification of the extension will be provided to the
claimant prior to the commencement of the extension. Any such extension
will be provided to the claimant prior to the commencement of the
extension. Any such extension will not exceed 60 days. No member of the
Board of Directors, of the Corporation or any subsidiary thereof shall
be liable to any individual or entity for any action taken hereunder,
except those actions undertaken with lack of good faith.
11.8 Any action required to be taken by the Board of Directors of the
Corporation pursuant to the Plan provisions may be performed by a
Committee of the Board to which the Board of Directors of the
Corporation delegates the authority to take actions of that kind.
11.9 To the extent not superseded by the laws of the United States, the laws
of the State of Florida shall be controlling in all matters relating to
this Plan.
11.10 In the event any provision of this Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect
the remaining provisions of the Plan, and the Plan shall be interpreted
and enforced as if such illegal and invalid provisions had never been
set forth.
IN WITNESS WHEREOF, Uniroyal Technology Corporation has adopted the
foregoing instrument effective as of October 1, 1998 and amended it as
of March 10, 2000, May 19, 2000 and August 3, 2000.
UNIROYAL TECHNOLOGY CORPORATION
----------------------------------------
By: Vice President
ATTEST:_________________________________