CARTER-WALLACE, INC.
Executive Pension Benefits Plan
(As Amended Effective April 1, 1995)
1. Purpose of the Plan
This Carter-Wallace, Inc. Executive Pension Benefits Plan, as amended and
restated (the "Plan"), is effective with respect to eligible employees
who retire or otherwise terminate employment after having been actively
employed on at least one day on or after April 1, 1995.
The Plan is intended to replace the benefits that certain employees would be
entitled to receive under the Employees' Retirement Plan of
Carter-Wallace, Inc. (the "Retirement Plan"), but which cannot
be paid to such employees as a result of the restrictions imposed by Sections
401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended, which
limit the amount of individual compensation that can be recognized and the
benefits that can be provided under the Retirement Plan, or because of the
exclusion from the Retirement Plan compensation base of annual pay deferred
under the Carter-Wallace, Inc. Executive Savings Plan. The Plan is intended to
remedy the inequities created by these limitations, as well as to provide
enhanced benefits to certain executives upon their retirement or death while
in active service.
An additional purpose of the Plan is to mitigate the reduction in retirement
benefits of certain key executives who elect early retirement. The Plan is
also intended to protect the retirement benefit expectations of senior
executives against the effects of a Change in Control and as a result of such
protection to obtain the continued availability of such executives' services.
2. Definitions
(a) "Annuity Starting Date" shall mean the later of (i) the
date as of which a participant commences to receive, or receives in a lump
sum, his vested accrued benefit under the Retirement Plan or (ii) the first
business day of the month coinciding with or next following the participant's
retirement or other termination of employment.
(b) "Applicable Interest Rate" shall mean the interest rate
used under the Retirement Plan as of the Annuity Starting Date, or, if
earlier, the Retirement Benefit Date, for purposes of determining lump-sum
benefits.
(c) "Cause" shall mean the conviction of a felony involving injury to
the Company's business or assets.
(d) "Change in Control" shall have the meaning ascribed
thereto in Section 10.
(e) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time.
(f) "Company" shall mean Carter-Wallace, Inc. and any
successor thereto.
(g) "Corporate Officer" shall mean an elected
corporate officer of the Company, or an employee or former employee
who was an elected corporate officer of the Company at any time after first
becoming eligible to elect an immediate retirement benefit under the
Retirement Plan.
(h) "Death Benefit Date" shall mean the date following a participant's
death and preceding his Annuity Starting Date that is (i) the earliest date as
of which a participant's spouse is eligible to begin receiving a 50 percent
preretirement survivor annuity under the Retirement Plan, or
(ii) if earlier, 30 days after the occurrence of a Change in Control;
provided, however, that in the case of a participant to whom Section
6(c) applies, the Death Benefit Date shall mean the date 30 days after the
administrator receives notification of the participant's death.
(i) "Earliest Retirement Date" shall mean the earliest date as of
which a participant could elect to retire and begin receiving his benefit
under the Retirement Plan, based on the participant's service rendered through
the date on which the Earliest Retirement Date is being determined.
(j) "Executive Savings Plan" shall mean the Carter-Wallace,
Inc. Executive Savings Plan, as amended from time to time.
(k) "Immediate Annuity" as of a reference date shall mean a single
life annuity commencing on such date.
(l) "Includible Compensation" shall mean compensation as defined for
benefit calculation purposes under the Retirement Plan, but calculated without
regard to the limitation imposed by Section 401(a)(17) of the Code and without
excluding amounts that would have constituted includible compensation for
benefit calculation purposes under the Retirement Plan had the participant not
elected to defer such amounts under the Executive Savings Plan. In addition,
in the case of a participant who was a Corporate Officer on the date of his
retirement or other termination of employment, or at any time during the
six-month period ending on such date, such participant's Includible
Compensation during any period relevant to the calculation of his benefit
under the Plan shall include any bonuses accrued by such participant during
such period under the Company's profit-sharing plan (whether or not the
payment of such bonuses is deferred). For purposes of the preceding sentence,
a bonus shall be deemed to "accrue" only if it is ultimately awarded,
and then shall be deemed to have accrued ratably over the 12 months of the
Company's fiscal year to which the bonus relates (or, in the case of a
prorated bonus awarded to a participant who retires or otherwise separates
from service before the end of the fiscal year, over the months of service
during such fiscal year on account of which the bonus is awarded).
(m) "Modified Average Compensation" shall mean 12 times the average
monthly Includible Compensation of a participant during the 60 months (not
necessarily consecutive) out of the participant's last 120 months of
continuous service (as defined in the Retirement Plan) affording the highest
such average (or during all months of continuous service if less than 60
months).
(n) "Normal Retirement Date" shall mean the participant's normal
retirement date under the Retirement Plan.
(o) "Plan" shall mean this Carter-Wallace, Inc. Executive Pension
Benefits Plan, as amended from time to time.
(p) "Retirement Benefit Date" shall have the meaning ascribed thereto
in Section 8.
(q) "Retirement Plan" shall mean the Employees' Retirement Plan of
Carter-Wallace, Inc., as amended from time to time.
(r) "Savings Plan" shall mean the Carter-Wallace, Inc. Supplemental
Retirement and Savings Plan, as amended from time to time.
(s) "Supplemental Preretirement Death Benefit" shall mean the benefit
payable under the Plan pursuant to Section 6.
(t) "Supplemental Retirement Benefit" shall mean the benefit payable
under the Plan pursuant to Section 5.
3. Participation
Participation in this Plan shall be limited to (i) those employees of the
Company whose benefits under the Retirement Plan would be adversely affected
by the limitations imposed by Sections 401(a)(17) or 415 of the Code or by the
deferral of annual pay under the Executive Savings Plan, and (ii) Corporate
Officers. In determining whether an employee's benefit under the Retirement
Plan has been adversely affected by Section 415 of the Code, any contributions
made to the Savings Plan by the employee which are not matched by the Company,
i.e., which exceeded 4% of his compensation as defined in the Savings Plan,
shall not be taken into account. Each affected employee shall automatically
become a participant in the Plan whenever (i) the application of either of
the foregoing Code sections, in the manner described, or the deferral of
annual pay under the Executive Savings Plan, would reduce the benefit payable
to him under the Retirement Plan in any manner, or (ii) he becomes a Corporate
Officer.
4. Vesting
A benefit shall be payable under this Plan only to the extent that it is
vested. A participant's benefits hereunder shall vest in accordance with the
vesting provisions of the Retirement Plan (i.e., at the same time and to the
same extent that his benefit under such plan vests); provided, however, that a
participant's benefits under the Retirement Plan following a Change in Control
shall be deemed to be fully vested for purposes of determining his benefits
under this Plan if the participant was actively employed by the Company
immediately before such Change in Control, or if his employment with the
Company was involuntarily terminated (other than for Cause) by the Company
within six months prior to such Change in Control.
5. Supplemental Retirement Benefit
(a) Each participant shall be entitled under this Plan to a benefit (the
"Supplemental Retirement Benefit") commencing on his Retirement
Benefit Date, provided that no benefit shall be payable pursuant to this
Section 5 after the death of a participant occurring before his Annuity
Starting Date. The amount of such benefit shall be determined by applying the
following steps (or, if applicable, the steps described in Section 5(b)),
modified, to the extent applicable, by Sections 5(c) through 5(e):
(1) Determine the participant's accrued benefit (expressed as an Immediate
Annuity as of the Annuity Starting Date) under the applicable provisions
of the Retirement Plan, calculated (i) by substituting Modified Average
Compensation for the Retirement Plan's definition of final average
compensation, and (ii) without regard to any benefit limitation pursuant
to Section 415 of the Code. Such Immediate Annuity value shall be
determined using the early retirement reduction factors and actuarial
assumptions applicable under the Retirement Plan as of the Annuity
Starting Date.
(2) Determine the greater of (a) the participant's actual accrued benefit under
the Retirement Plan or (b) the participant's accrued benefit that would
have resulted under the Retirement Plan if his Participant Contributions
to the Savings Plan had never exceeded 4% of his compensation as
defined in the Savings Plan, such accrued benefit being expressed in either
case as an Immediate Annuity as of the Annuity Starting Date using the
early retirement reduction factors and actuarial assumptions applicable
under the Retirement Plan as of the Annuity Starting Date.
(3) Subtract the benefit determined in Step 2 from the benefit determined in
Step 1.
(4) Convert the net benefit determined in Step 3 to an equivalent benefit
payable as of the Retirement Benefit Date in the form in which the
participant's Supplemental Retirement Benefit under the Plan is payable,
using whichever of the following procedures is applicable:
(A) If the participant's benefit is payable in the form of annuity,
determine such equivalent benefit using the early retirement and
actuarial assumptions employed in Step 1.
(B) If the participant's benefit is payable in a lump sum, convert the
net benefit determined in Step 3 to an equivalent lump-sum
payment as of the Annuity Starting Date using the actuarial
assumptions applicable under the Retirement Plan as of such date.
If the Retirement Benefit Date is later than the Annuity Starting
Date, the amount calculated pursuant to the preceding sentence
shall then be credited with interest at the Applicable Interest Rate,
compounded annually, for the period between the Annuity Starting
Date and the Retirement Benefit Date.
(b) If, as a result of a Change in Control, a participant's Retirement Benefit
Date precedes his Annuity Starting Date, the Supplemental Retirement Benefit
payable in a lump sum on such Retirement Benefit Date shall be calculated in
the manner set forth in this Section 5(b) rather than as set forth in Section
5(a):
(1) Determine the lump-sum value as of the participant's Earliest Retirement
Date of his accrued benefit under the applicable provisions of the
Retirement Plan, calculated (i) by substituting for benefit calculation
purposes Modified Average Compensation for the Retirement Plan's
definition of final average compensation, and (ii) without regard to any
benefit limitation pursuant to Section 415 of the Code. Such lump-sum
value shall be determined using the early retirement reduction factors and
actuarial assumptions applicable under the Retirement Plan as of the
Retirement Benefit Date.
(2) Determine the greater of (a) the lump-sum amount that would be payable
to the participant under the Retirement Plan on the Earliest Retirement
Date and (b) the lump-sum amount that would be payable to the
participant under the Retirement Plan on the Earliest Retirement Date if
his Participant Contributions to the Savings Plan had never exceeded 4%
of his compensation as defined in the Savings Plan. Such lump-sum
amounts shall be determined by (i) using the early retirement reduction
factors and actuarial assumptions applicable under the Retirement Plan as
of the Retirement Benefit Date and (ii) projecting future increases in the
limitations under Section 415 of the Code in such manner as the enrolled
actuary for the Retirement Plan shall determine.
(3) Subtract the amount obtained in Step 2 from the amount obtained in Step
1 and, if the Retirement Benefit Date is earlier than the Earliest
Retirement Date, discount the difference to its present value as of the
Retirement Benefit Date using the Applicable Interest Rate. The result is
the participant's Supplemental Retirement Benefit.
(c) In the case of a participant who was a Corporate Officer on the date of his
retirement or other termination of employment, or at any time during the
six-month period ending on such date, (i) the calculations in Step 1 of
Section 5(a) or of Section 5(b), whichever is applicable, shall be modified as
set forth in subsection (1) and (except as otherwise provided in Section 5(d))
subsection (2) below, and (ii) the calculations in Step 4 of Section 5(a) and
Step 1 of Section 5(b) shall be modified as set forth in subsection (3) below:
(1) In determining credited service for benefit calculation purposes, the
participant shall be deemed to have become a participant in the Retirement
Plan on the date his participation would have commenced if the eligibility
requirements of the Retirement Plan as in effect on April 1, 1994 had
been in effect under such plan on and after the date the participant became
an employee.
(2) There shall be substituted for the early retirement reduction factors under
the Retirement Plan the following factors:
Age Reduction Factor
62-65 0%
61 3%
60 6%
59 12%
58 18%
57 24%
56 30%
55 36%
(3) The interest rate used in calculating the lump-sum equivalent of an annuity
under Section 5(a)(4)(B) or 5(b)(1) shall be the lesser of (i) 5 percent or
(ii) the interest rate determined under such respective sections without
regard to this Section 5(c)(3).
(d) In the case of a participant who (a) is employed by the Company immediately
prior to a Change in Control, or whose employment with the Company is
involuntarily terminated (other than for Cause) by the Company within six months
prior to a Change in Control and (b) was a Corporate Officer at any time during
the six-month period ending on the date of such Change in Control, (i) the
calculations in Step 1 of Section 5(a) or Step 1 of Section 5(b), whichever is
applicable, shall be modified by eliminating any early retirement reduction
factors, and (ii) the calculation in Step 3 of Section 5(b), if applicable,
shall be modified by applying a zero percent discount rate in lieu of the
Applicable Interest Rate.
(e) If a participant's employment continues past his original Retirement
Benefit Date occurring by reason of a Change in Control, he shall continue to
accrue benefits under the Plan and shall become entitled to a second benefit
as of his subsequent Retirement Benefit Date (as determined under Section 8
without regard to the occurrence of such Change in Control). The amount of
such benefit shall be (x) the benefit to which he would otherwise be entitled
under the terms of the Plan, offset by (y) the lump-sum amount paid to him on
the original Retirement Benefit Date plus interest, compounded annually, at
the Applicable Interest Rate in effect on such original Retirement Benefit
Date, credited from the original Retirement Benefit Date to such subsequent
Retirement Benefit Date. If such second benefit is payable in a form other
than a lump sum, the offset amount calculated in clause (y) of the preceding
sentence shall be converted to an equivalent benefit in the form in which the
participant's benefit is payable, using the early retirement reduction factors
and actuarial assumptions applicable under the Retirement Plan as of such
subsequent Retirement Benefit Date.
6. Supplemental Preretirement Death Benefit
(a) In the case of a participant who dies before receiving a benefit under
this Plan and before his Annuity Starting Date and whose spouse is entitled to
a 50 percent preretirement survivor annuity under the Retirement Plan, a
Supplemental Preretirement Death Benefit shall be payable to the participant's
spouse commencing on the Death Benefit Date pursuant to this Section 6.
(b) A participant's Supplemental Preretirement Death Benefit shall be paid in
the form of an annuity over the lifetime of the participant's spouse unless the
participant shall have filed with the plan administrator a valid election to
have such benefit paid in a lump sum. Such an election may be made or revoked at
any time, provided, however, that no such election or revocation shall be valid
in the event of the participant's death within one year after such election or
revocation is made.
(c) Notwithstanding the provisions of subsection (b), if, at the time of the
death of a participant to whom subsection (a) applies, the lump-sum value of his
Supplemental Preretirement Death Benefit does not exceed $10,000, his Death
Benefit Date shall be the date 30 days after the administrator receives
notification of such death, and his Supplemental Preretirement Death Benefit
shall be paid in a lump sum on such date.
(d) The Supplemental Preretirement Death Benefit shall be calculated using the
procedures set forth in Section 5, modified by substituting the Death Benefit
Date for the Retirement Benefit Date and applying such procedures to the 50
percent preretirement survivor annuity under the Retirement Plan rather than the
participant's accrued benefit under such plan.
(e) In the event of a participant' s death following his original Retirement
Benefit Date occurring by reason of a Change in Control, but before receiving
the portion of his benefit attributable to service rendered after such
original Retirement Benefit Date, his Supplemental Preretirement Death
Benefit, as calculated pursuant to the preceding paragraph, shall be offset by
the lump-sum payment previously distributed to him on his original Retirement
Benefit Date plus interest, compounded annually, at the Applicable Interest
Rate in effect on his original Retirement Benefit Date.
7. Elections
(a) As soon as practicable following his commencement of participation in the
Plan, each participant shall file an election with the plan administrator, on
such form as the administrator shall prescribe, specifying (i) the form in
which his Supplemental Retirement Benefit is to be paid and (ii) the time at
which such benefit is to commence or is to be paid in a lump sum. For purposes
of this subsection:
(1) In the event a participant fails to make an initial election within 90 days
after the commencement of his participation in the Plan, he shall be
deemed to have made an initial election to receive his benefit in a lump
sum on his Annuity Starting Date.
(2) A participant whose initial election of the timing of his benefit was made
before the Plan was amended to permit annuity forms of payment shall be
deemed to have elected to receive a lump-sum payment.
(b) An election pursuant to Section 7(a) may be changed from time to time,
provided, however, that no such change shall be valid if the participant's
separation from service from the Company occurs less than one year after the
date on which such change is made. Notwithstanding the preceding sentence, if
a participant whose most recent valid election is for an annuity form of
benefit demonstrates to the satisfaction of the administrator that a relevant
change in family circumstances has occurred since the filing of such election,
such participant may change his election to a different form of annuity (but
not to a lump sum) commencing on the same date as that specified on such prior
election, or may designate a new contingent beneficiary, without regard to
such one-year requirement.
(c) The forms of benefit that a participant may elect under the Plan are (i) a
lump sum and (ii) any form of annuity available (as determined without regard
to spousal consent rules) under the Retirement Plan.
(d) A participant who elects a joint and survivor form of benefit shall
designate his contingent beneficiary in conjunction with such election. In the
event of such contingent beneficiary's death before the Retirement Benefit
Date, the participant's Supplemental Retirement Benefit shall be paid in the
form of a single life annuity unless he has filed a valid change in election
form pursuant to Section 7(b).
(e) In the event of a participant's death following his Annuity Starting Date
but before his Retirement Benefit Date, notwithstanding any contrary provision
herein his Supplemental Retirement Benefit shall be paid in a lump sum within
30 days after the administrator receives notification of such death.
8. Payment of Supplemental Retirement Benefit
(a) A participant's Supplemental Retirement Benefit shall commence, or shall
be paid in a lump sum, on the date (the "Retirement Benefit Date")
which is (x) the first business day of the month coinciding with or next
following the later of (i) the date specified in his most recent election or
valid change in election pursuant to Section 7, but in no event later than his
Normal Retirement Date or later date of actual retirement, or (ii) his Annuity
Starting Date, or (y) if earlier, 30 days following the occurrence of a Change
in Control. Such benefit shall be paid in the form elected in the most recent
valid election filed by the participant pursuant to Section 7 except in the
event of a Change in Control, in which event such benefit shall be paid in a
lump sum irrespective of the form of benefit elected by the participant.
(b) Notwithstanding the provisions of subsection (a), if, at the time a
participant retires or otherwise separates from service, the lump-sum value of
his Supplemental Retirement Benefit (determined using the principles of
Section 5) does not exceed $10,000, his Retirement Benefit Date shall be the
date 30 days following such separation from service, and his Supplemental
Retirement Benefit shall be paid on such date in a single payment equal in
amount to such lump-sum value. This subsection (b) shall not apply to the
lump-sum Supplemental Retirement Benefit that becomes payable to a participant
by reason of a Change in Control pursuant to the last sentence of subsection
(a).
9. Other Plans
If an employee is entitled to a benefit under a defined benefit plan
maintained by the Company other than the Retirement Plan, and if such benefit
is required to be taken into account for purposes of Section 415 of the Code,
such benefits shall be added to the benefits accrued under the Retirement Plan
for purposes of determining whether the employee is entitled to participate in
the Plan and the amount of any benefit payable hereunder.
10. Change in Control
(a) For purposes of this Plan, a Change in Control shall mean the acquisition
by any person (including an individual, a corporation, a partnership, an
association, a joint-stock company, a trust, or any unincorporated
organization, but excluding a member of the Hoyt Family, a trust primarily for
the benefit of members of the Hoyt Family or parties controlled by members of
the Hoyt Family) in one or in a series of transactions of (i) shares of stock
which would, alone or aggregated with shares of stock already owned by such
person, result in such person owning more than 50 percent of the voting power
of the securities of the Company possessing the right to vote on the election
of directors and all other matters which require the approval of shareholders
generally; (ii) all or substantially all of the properties and assets of the
Company; or (iii) the power, whether direct or indirect, whether exercised or
not, to direct or cause the direction of the management or policies of the
Company, whether through record or beneficial ownership of voting securities
or other equity or debt interests, by contract, by proxy or otherwise. For
purposes of this definition, the "Hoyt Family" shall mean the family
of Henry H. Hoyt, Sr., his descendants, and members of such descendants'
families.
(b) In the case of any participant for whom the payment in the form of an
annuity of a Supplemental Retirement Benefit or Supplemental Preretirement
Death Benefit has commenced as of the time of the Change in Control, the
payment of such annuity shall be discontinued and in lieu thereof the
actuarial present value (as determined by applying the principles of Section
5) of future payments under such annuity shall be paid in a lump sum within 30
days following such Change in Control.
(c) If a participant becomes subject to an excise tax under Section 4999 of the
Code upon the occurrence of a Change in Control, the amount of any benefit
payable under the Plan with respect to such participant shall be increased by
the amount necessary to make him whole, on an after-tax basis (based on
applicable federal, state, and local income tax rates and after giving effect
to the federal deduction arising from such state or local income taxes), for
the amount of increase in such excise tax arising as a result of the payment of
such benefit.
11. Administration
This Plan shall be administered by the Retirement Committee established to
manage the Retirement and Savings Plans. The Retirement Committee shall have
discretionary authority to interpret the Plan, and the Retirement Committee's
good-faith determination with respect to any issue relating to the
interpretation of the Plan shall be conclusive and final.
12. General Provisions
(a) The establishment of the Plan shall not be construed as conferring any
legal rights upon any participant for a continuation of employment, nor shall
it interfere with the rights of the Company to discharge a participant and to
treat him without regard to the effect which such treatment might have upon
him as a participant in the Plan.
(b) As a condition to a participant's entitlement to benefits hereunder, the
Company shall have the right to deduct (or cause to be deducted) from any
amounts otherwise payable to a participant, whether pursuant to the Plan or
otherwise, or otherwise to collect from the participant, any required
withholding taxes with respect to benefits under the Plan.
(c) Notwithstanding any provision herein to the contrary, nothing in this Plan
shall require the duplication of any benefit previously paid to a participant
under the Plan.
(d) Subject to any applicable law, no benefit under the Plan shall be subject
in any manner to, nor shall the Company be obligated to recognize, any
purported anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt to do so shall be void. No such
benefit shall in any manner be liable for or subject to garnishment,
attachment, execution, or a levy, or liable for or subject to the debts,
contracts, liabilities, engagements, or torts of the participant.
(e) The Plan shall not be construed as conferring on a participant any right,
title, interest, or claim in or to any specific asset, reserve, account, or
property of any kind possessed by the Company. To the extent that a
participant or any other person acquires a right to receive payments from the
Company, such rights shall be no greater than the rights of an unsecured
general creditor.
(f) This plan shall be binding upon the successors and assigns of the Company.
The Company shall require any successor (whether direct or indirect, and
whether by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business or assets of the Company, by written
agreement to expressly assume and agree to perform the Company's obligations
under the Plan in the same manner and to the same extent that the Company
would be required to perform them if no such succession had taken place. The
provisions of this Section 12(f) shall continue to apply to each subsequent
employer of the participant hereunder in the event of any subsequent merger,
consolidation, or transfer of assets of such subsequent employer.
(g) The laws of the State of New York shall govern the construction of this
Plan and the rights and the liabilities hereunder of the parties hereto.
(h) The masculine pronoun shall mean the feminine wherever appropriate.
13. Plan Year
The plan year shall be the calendar year.
14. Recalculation of Benefits
In the case of a participant whose Includible Compensation includes his
accrued bonus under the Company's profit-sharing plan, the participant's
entitlement to, and amount of, any such accrued bonus for the fiscal year in
which, or immediately following which, he retires or otherwise separates from
service may not be determinable at the time the participant's benefit
commences or is paid in a lump sum. In such event, the participant's benefit
payment or payments shall initially be based on the assumption that his
accrued bonus for such fiscal year is zero. In the event the participant is
subsequently awarded a bonus on account of such fiscal year, his benefit under
the Plan shall be recalculated. If such recalculation results in an increased
benefit, the Company shall, within 30 days after the date the amount of such
bonus award is determined, pay the participant (or, in the case of a
supplemental preretirement death benefit, his spouse) a single-sum adjustment
equal to the aggregate amount by which the benefit payment or payments
previously made with respect to the participant would have been increased if
such recalculation had been given effect. The recalculation shall also be
taken into account for purposes of determining the amount of any subsequent
benefit payments under the Plan.
15. Source of Benefits
The Plan is an unfunded plan maintained by the Company for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees. Benefits under the Plan shall be payable from the
general assets of the Company except to the extent paid from the
Carter-Wallace, Inc. Executive Plan Trust, and any payment made from such
trust on account of a participant shall reduce the Company's obligation
hereunder with respect to such participant. The Plan shall not be construed as
conferring on a participant any right, title, interest, or claim in or to any
specific asset, reserve, account, or property of any kind possessed by the
Company. To the extent that a participant or any other person acquires a right
to receive payments from the Company, such right shall be no greater than the
right of an unsecured general creditor.
16. Effective Date
This Plan shall be effective upon adoption by the Board of Directors of the
Company.
17. Amendment or Termination
The Board of Directors of the Company reserves the right to amend or terminate
this Plan at any time; provided, however, that without such participant's
written consent, (i) no amendment or termination of the Plan shall adversely
affect the right of any participant to receive, or otherwise result in a
material adverse effect on such participant's rights under the Plan with
respect to, his accrued vested benefits (including contingent rights
conditioned upon a subsequent Change in Control), as determined as of the date
of amendment or termination, and (ii) no amendment (other than one which
has no material adverse effect on such participant) or termination of the Plan
shall be effective with respect to such participant if he was a Corporate
Officer immediately prior to such amendment or termination.