Exhibit 10(B)
VF EXECUTIVE DEFERRED SAVINGS PLAN
(AMENDED AND RESTATED AS OF DECEMBER 31, 2001)
The VF Executive Deferred Savings Plan, amended and restated as of
December 31, 2001 (the "Plan"), has been adopted by VF Corporation to allow
senior executive personnel of the Company and certain Participating Employers
who are among a select group of management or highly-compensated employees to
defer their compensation. The intention of VF Corporation is that the Plan be at
all times maintained on an unfunded basis for federal income tax purposes under
the Internal Revenue Code of 1986, as amended ("Code"), and administered as a
"top hat" plan, exempt from the substantive requirements of the Employee
Retirement Income Security Act of 1974, as amended.
SECTION I
DEFINITIONS
Unless otherwise required by the context, the terms used herein shall
have the meanings as set forth below:
1. "ACCRUED BENEFIT" means the sum of a Participant's Basic Deferrals
(and any gains and losses credited thereon) and the vested portion of the
Participating Employer's Matching Deferrals (and any gains and losses credited
thereon).
2. "BASIC DEFERRAL means that portion of a Participant's Earnings
elected to be deferred under the terms of this Plan.
3. "BENEFICIARY" means the individual or entity named pursuant to the
Plan to receive benefit payments hereunder in the event of the death of the
Participant.
4. "CHANGE OF CONTROL" of the Company means the same under this Plan as
it does in the then-current Form of Change in Control Agreement with senior
management of the Company.
5. "COMMITTEE" means the VF Corporation Pension Plan Committee, as
appointed from time to time by the Board of Directors of the Company.
6. "COMPANY" means VF Corporation, a Pennsylvania corporation.
7. "EARNINGS" means the Participant's total salary, including any cash
bonus payments made to a Participant by a Participating Employer in a Plan Year
under a Participating Employer's performance-based incentive compensation plans.
For purposes of the Plan, Earnings shall be determined without regard to any
other salary or bonus deferrals or reductions which may be made by a Participant
to any other plan or program maintained by a Participating Employer. However,
Earnings shall not include any reimbursement for expenses paid to a Participant
by a Participating Employer nor shall it include any payments or contributions
made by a Participating Employer to a plan or arrangement, on behalf of a
Participant, which results in imputed income to the Participant for federal
income tax purposes.
8. "MATCHING DEFERRAL" means the additional deferral amount credited to
a Participant by a Participating Employer under the terms of this Plan.
9. "PARTICIPANT" means an eligible employee who voluntarily agrees to
participate in this Plan in accordance with its provisions.
10. "PARTICIPATING EMPLOYER" means the Company and each related company
or business the eligible employees of which are designated by the Committee or
its designee to participate in this Plan and which, by appropriate action, has
agreed to participate in the Plan.
11. "PLAN" means the VF Executive Deferred Savings Plan, amended and
restated as of December 31, 2001 and as it may be amended subsequently from time
to time.
12. "PLAN YEAR" means the calendar year.
13. "SERVICE" means the sum of (i) the vesting service, if any, the
Participant accrued, or such service as is recognized for the Participant, under
the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees as of the
date the Participant commences participation in this Plan, and (ii) service
while eligible to participate under this Plan. An employee shall be credited
with Service under (ii) hereof for each calendar month during which he or she
performs services while eligible to participate in this Plan, determined, for
these purposes, without regard to any period of suspension attributable to an
early withdrawal under Section VIII. Service shall also include the following
periods:
(a) Any leave of absence from employment which is authorized
by the Participating Employer;
(b) Any period of military service in the Armed Forces of the
United States required to be credited by law; provided, however, that
the Participant returns to the employment of a Participating Employer
within the period his or her re-employment rights are protected by law;
and
(c) Service with any related VF company or enterprise if, and
to the extent that, the Committee determines that such service should
be counted.
14. "SEVERANCE FROM SERVICE" means the date on which a Participant's
employment with a Participating Employer is terminated for any reason other than
death or Total Disability. A Severance from Service does not occur if a
Participant is transferred to another Participating Employer. If the Committee,
in its discretion, revokes a related company or business's status as a
Participating Employer or if a Participating Employer ceases to be a related
company or business of the Company, either through sale, merger or other
transaction, then all Participants employed by such Participating Employer shall
be deemed to have incurred a Severance from Service effective as of the date of
such revocation or such transaction, as applicable, unless and to the extent
that the Committee determines otherwise. The Committee
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may also determine, in selected cases, that a Participant's Severance from
Service occurs at a date subsequent to his or her actual termination date.
15. "SOCIAL SECURITY WAGE BASE" means the applicable dollar amount, for
the Plan Year, of the contribution and benefit base as determined under section
230 of the Social Security Act.
16. "SPOUSE" means the person to whom the Participant is legally
married at the time relevant to any determination under the Plan.
17. "TOTAL DISABILITY" means a physical or mental impairment that
qualifies a Participant for disability benefits under a long-term disability
benefits plan maintained by a Participant's Participating Employer and/or
eligibility for disability benefits under the Social Security Act. All
determinations of Total Disability for purposes of this Plan shall be based on
the fact that the Participant is in receipt of disability payments under either
or both the above-referenced disability benefits plans.
SECTION II
ELIGIBILITY
1. REQUIREMENTS. An individual shall be eligible to participate in this
Plan if he or she is working for a Participating Employer in a capacity
classified by the Participating Employer as that of an employee and, for
compensation purposes, is classified by the Participating Employer as grade 20
(or its equivalent) or above.
2. VOLUNTARY. Participation in this Plan by an eligible employee is
voluntary.
3. TERMINATION OF PARTICIPATION. In the event that an individual ceases
to be an eligible employee because he or she is no longer classified by a
Participating Employer as grade 20 (or its equivalent) or above, then his or her
Basic Deferral election shall remain in effect through the end of the Plan Year
in which he or she ceased to be an eligible employee. Thereafter, he or she
shall make no further Basic Deferrals unless and until he or she shall again
become an eligible employee. In the event that an individual ceases to be an
eligible employee as a result of a suspension attributable to making an early
withdrawal under Section VIII, then he or she shall make no further Basic
Deferrals until after the expiration of such suspension period if he or she then
satisfies the requirements in Subsection 1 above.
SECTION III
DEFERRALS
1. BASIC DEFERRALS.
(a) ELECTION. A Participant may elect to defer any
portion of his or her Earnings ("Basic Deferral") by directing
his or her Participating Employer to
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reduce his or her Earnings by a whole percentage or amount
authorized by a written election form executed by the
Participant and approved by the Committee provided, however,
that (1) for Plan Years beginning before January 1, 2003, a
Participant may not reduce his or her annual salary below the
Social Security Wage Base, and (2) for Plan Years beginning on
or after January 1, 2003, a Participant may not elect to defer
an amount under this Plan that, when aggregated with any
similar amount deferred under any other nonqualified deferred
compensation plan maintained by the Company would either (A)
with regard to annual salary, result in a reduction of his or
her annual salary below the lesser of: (1) the Social Security
Wage Base, or (2) fifty percent (50%) of annual salary or (B)
with regard to bonuses, exceed one hundred percent (100%) of
any cash bonus payment that qualifies as Earnings. A
Participant's Basic Deferral election shall be made during the
December immediately prior to the Plan to which the election
relates, or at such other time or times as the Committee may
determine. A Participant who incurs a Total Disability, or who
is on a leave of absence with the Participating Employer's
consent, or in military service in conformity with the
Participating Employer's policies, may continue to elect Basic
Deferrals if Earnings are being continued by the Participating
Employer.
(b) VESTING. A Participant shall have a
nonforfeitable right to his or her Basic Deferrals and any
credited gains or losses attributable thereto.
(c) CHANGE OF ELECTION. The percentage or amount of
Earnings designated by the Participant as a Basic Deferral
shall continue in effect, notwithstanding any change in
Earnings, unless and until the Participant requests a change
of such percentage or amount (increase, decrease or
suspension) and obtains the consent of the Committee. A
Participant, by submitting a written election form to the
Committee prior to the first day of the calendar quarter for
which the election is to become effective, may request a
change of the percentage or amount of Basic Deferral. If the
Committee consents, such change shall become effective as of
the first day of the calendar quarter to which the election
relates.
(d) PARTICIPATION IN MORE THAN ONE PLAN. In the
event that a Participant in this Plan also participates in
another nonqualified deferred compensation plan sponsored by
VF Corporation and such Participant is suspended from
deferring compensation under the other plan as a result of
taking an early withdrawal, such individual shall not be
permitted to increase the amount subject to any Basic Deferral
election already in effect under this Plan without the consent
of the Committee.
2. MATCHING DEFERRALS.
(a) AMOUNT. The Participating Employer shall credit
an additional deferral amount ("Matching Deferral") equal to
50% of a Participant's Basic Deferral; provided, however, that
such Matching Deferral shall not exceed
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$12,500 for any given Plan Year or such other amount as the
Committee shall approve from time to time.
(b) VESTING. A Participant shall become vested in
his or her Matching Deferrals and any credited gains or losses
attributable thereto at the rate of one-sixtieth (1/60th) per
month of Service. Notwithstanding the foregoing, a Participant
shall become 100% vested in his or her Matching Deferrals and
any credited gains or losses attributable thereto if, prior to
his or her Severance from Service (i) the Participant attains
age sixty-five (65), incurs a Total Disability or dies, or
(ii) a Change of Control occurs.
(c) FORFEITURES. A Participant shall forfeit, upon
his or her (i) Severance from Service prior to the attainment
of age sixty-five (65) or (ii) complete early withdrawal of
his or her Accrued Benefit in accordance with Subsection 2(b)
of Article VIII, any right to Matching Deferrals (including
credited gains or losses attributable thereto) in which he or
she is not vested.
SECTION IV
INVESTMENT
1. INVESTMENT ELECTION. A Participant may elect, pursuant to procedures
established by the Committee and subject to applicable limitations herein, that
his or her Basic and Matching Deferrals be credited with gains and losses as if
such Deferrals had been invested (in increments of at least one percent (1%)) in
one or more of the investment funds offered under the Plan, as may be determined
by the Committee from time to time.
2. CHANGE OF INVESTMENT ELECTION. A Participant may elect, pursuant to
procedures established by the Committee and subject to applicable limitations
herein, a change with respect to his or her previously-made investment election.
3. SPECIAL RULE FOR CERTAIN PARTICIPANTS WHO INVEST IN THE VF
CORPORATION STOCK FUND. If a Participant who is either a director or officer of
the Company or otherwise subject to Section 16 of the Securities Exchange Act of
1934 (the "Exchange Act") has Basic Deferrals or Matching Deferrals which, under
this Plan, are credited with gains and losses as if invested in a fund composed
of common stock of the Company (the "VF Corporation Stock Fund"), then such
amounts shall continue to be so credited until such Participant's Severance from
Service, Total Disability, or death, and, prior thereto, shall not be available
for hardship withdrawal or early withdrawal pursuant to Section VIII, except as
may otherwise be provided for in such Section. Any Participant who becomes
subject to this limitation by reason of being appointed a director or officer of
the Company or to such other position subject to Section 16 of the Exchange Act
may elect, in accordance Subsection 2, that any portion of his or her prior
Deferrals that had been previously credited with gains and losses as if invested
in the VF Corporation Stock Fund be changed (together with all gains and losses
credited thereto) to a different Fund or Funds under this Plan; provided,
however, that such election is made and such change is implemented prior to the
date of such appointment. For purposes of this Subsection 3,
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the term "officer" shall have the same meaning as that term is defined in Rule
16a-1(f) under the Exchange Act.
SECTION V
RECORDS
The Committee shall create and maintain adequate records, in book entry
form, for each Participant of Basic and Matching Deferrals and gains or losses
credited thereto. Each Participant shall have electronic access to the status of
his or her Accrued Benefit and vested percentage. A Participant may request a
written statement reflecting the status of his or her Accrued Benefit and vested
percentage at any time by filing a written request with the Committee.
SECTION VI
PLAN BENEFITS
1. SEVERANCE FROM SERVICE. Upon a Participant's Severance from Service,
he or she shall be entitled to his or her Accrued Benefit payable in accordance
with Section VII.
2. DEATH. In the event of the death of a Participant prior to Severance
from Service, the Participant's Beneficiary shall be entitled to a benefit equal
to the Participant's Accrued Benefit payable in accordance with Section VII. In
the event of the death of a Participant after a Severance from Service, the
Participant's Beneficiary shall be entitled to that part, if any, of the
Participant's Accrued Benefit which has not yet been paid to the Participant
payable in accordance with Section VII.
3. TOTAL DISABILITY. In the event a Participant incurs a Total
Disability prior to Severance from Service, the Participant shall be entitled to
his or her Accrued Benefit payable in accordance with Section VII.
4. BENEFICIARY. Each Participant may designate a Beneficiary (along
with alternate beneficiaries) to whom, in the event of the Participant's death,
any benefit is payable hereunder. Each Participant has the right to change any
designation of Beneficiary and such change automatically revokes any prior
designation. A designation or change of Beneficiary must be in writing on forms
supplied by the Committee and any change of Beneficiary shall not become
effective until filed with the Committee; provided, however, that the Committee
shall not recognize the validity of any designation received after the death of
the Participant. The interest of any Beneficiary who dies before the Participant
shall terminate unless otherwise provided. If a Beneficiary is not validly
designated, or is not living or cannot be found at the date of payment, any
amount payable pursuant to this Plan shall be paid to the Spouse of the
Participant if living at the time of payment, otherwise in equal shares to such
of the children of the Participant as may be living at the time of payment;
provided, however, that if there is no surviving Spouse or child at the time of
payment, such payment shall be made to the estate of the Participant.
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SECTION VII
PAYMENT OF BENEFITS
1. NORMAL FORM. The normal form for the payment of a Participant's
Accrued Benefit shall be a lump-sum payment in cash and shall not be payable to
the Participant prior to the ninetieth (90th) day following the event giving
rise to the distribution.
2. INSTALLMENTS.
(a) Notwithstanding the foregoing, a Participant may
request, by filing an application in writing to the Committee,
that payment be made in annual installments over a period of
not more than ten (10) years. Such written application must be
made to the Committee at least sixty (60) days prior to the
payment date, and the decision to permit the requested form of
payment shall be made at the sole discretion of the Committee
taking into account the interests of the Participant and the
Company.
(b) If a Participant dies prior to a Severance from
Service and prior to filing a written application to the
Committee for an installment payment, his or her Beneficiary
shall have the right to file a similar application; provided,
however, that in such circumstances, the Accrued Benefit shall
not be payable to the Beneficiary (in whole or in part) prior
to the ninetieth (90th) day following the Participant's death
(unless the Committee determines otherwise) and the
Beneficiary must file the written application with the
Committee at least sixty (60) days prior to such payment date
and the decision to permit the requested form of payment shall
be made at the sole discretion of the Committee taking into
account the interests of the Beneficiary and the Company.
(c) If a Participant dies after a Severance from
Service and the commencement of installment payments or at a
time when installment payments are scheduled to commence, his
or her Beneficiary shall have the right to file a written
application to the Committee to receive any unpaid
installments either in lump sum or in accordance with the
schedule previously requested by the Participant and approved
by the Committee; provided, however, that in such
circumstances, the Accrued Benefit shall not be payable to the
Beneficiary (in whole or in part) prior to the ninetieth
(90th) day following the Participant's death (unless the
Committee determines otherwise) and the Beneficiary must file
a written application with the Committee at least sixty (60)
days prior to such payment date. The decision to permit the
requested form of payment shall be in the sole discretion of
the Committee taking into account the interests of the
Beneficiary and the Company.
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SECTION VIII
WITHDRAWALS
1. HARDSHIP WITHDRAWAL. Distribution may be made to a Participant of
some or all of his or her Accrued Benefit in the event of an unforeseeable
emergency; provided, however, that such a distribution shall not be made to any
Participant who is a director of the Company or an officer as defined in
Subsection 3 of Section IV or otherwise subject to Section 16 of the Exchange
Act, from any Basic Deferrals or Matching Deferrals (or earnings thereon) which
have been credited with gains and losses as if invested in the VF Corporation
Stock Fund. The Participant shall file a written request with the Committee, and
the Committee shall determine in its sole discretion, if an unforeseeable
emergency exists, based on the facts of each case. For this purpose,
"unforeseeable emergency" means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident involving the
Participant, his or her Spouse or member of immediate family, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstance arising as a result of events beyond the control of
the Participant; provided, however, that distribution shall not be made to the
extent such hardship is or may be relieved through reimbursement or compensation
by insurance or otherwise, by liquidation of the Participant's assets (to the
extent such liquidation would not itself cause severe financial hardship), or by
cessation of a Participant's Basic Deferrals. The Committee may, in its
discretion, consider making similar distributions to a Beneficiary following the
death of a Participant and the Beneficiary's incurring an unforeseeable
emergency.
2. EARLY WITHDRAWAL. Subject to the terms and conditions described in
this Section, a distribution shall be made to a Participant of his or her
Accrued Benefit in the form of a partial or complete early withdrawal; provided,
however, that a Participant who has had a Severance from Service or has incurred
a Total Disability shall not be permitted to take a partial early withdrawal.
In addition, with respect to a Participant who is a director of the Company or
an officer as defined in Subsection 3 of Section IV or otherwise subject to
Section 16 of the Exchange Act, the following shall apply: if such a Participant
elects a complete early withdrawal, there may be included, in his or her
distribution, amounts from any Basic Deferrals or Matching Deferrals (with
earnings thereon) credited to the VF Corporation Stock Fund, but only if the
Committee has determined that such distribution is exempt under Rule 16b-3(f) or
otherwise will not result in immediate short-swing profits liability on the part
of the Participant under Section 16(b) of the Exchange Act; further, in
determining the amount withdrawn under a partial early withdrawal, such
Participant's interest, if any, in the VF Corporation Stock Fund shall be taken
into account, but shall not be eligible for distribution.
To elect a partial or complete early withdrawal, a Participant shall file a
written election with the Committee in advance of the proposed early withdrawal
date. The election shall be made on a form supplied by the Committee, which at
minimum shall require that the Participant specify the amount of the early
withdrawal. A pro rata amount shall be withdrawn from each of the investment
funds in which the Participant's account is invested, subject to the limitations
in
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Section IV of the Plan. A Participant may elect no more than two early
withdrawals during any continuous eighteen-month period.
(a) PARTIAL EARLY WITHDRAWAL. A Participant may
elect a partial early withdrawal in an amount no less than
$25,000 and no more than seventy-five percent (75%) of the
Participant's total account balance (including, solely for
purposes of determining the amount available, the
Participant's nonvested Matching Deferrals, if any). Such
minimum and maximum amounts shall be determined without regard
to the forfeited amount described herein. Notwithstanding any
provision herein to the contrary, any Participant who receives
a partial early withdrawal shall (i) forfeit from the amount
withdrawn an amount equal to six percent (6%) of the amount
withdrawn (provided, however, that the amount forfeited shall
not exceed $50,000), and (ii) be suspended from making Basic
Deferrals for a period of at least six (6) months commencing
with the date of withdrawal as follows:
(A) if the Participant withdraws $833,000 or
less, the Participant shall be suspended from making Basic
Deferrals for a period of six (6) months, and
(B) if the Participant withdraws more than
$833,000, the six (6) month suspension period described in
Subsection (A) above shall be extended for an additional
period of months equal to the product of (x) the percentage of
the Participant's total account balance (as determined under
Subsection (a) above) that was withdrawn hereunder in excess
of $833,000, times (y) six (6) (with fractional months rounded
up to the next whole month).
(b) COMPLETE EARLY WITHDRAWAL. A Participant may
elect a complete early withdrawal of his or her Accrued
Benefit. Notwithstanding any provision herein to the contrary,
any Participant who receives a complete early withdrawal shall
(i) forfeit from the amount withdrawn an amount equal to six
percent (6%) of the amount withdrawn plus any unvested
Matching Deferrals (provided, however, that (x) the amount
forfeited from the amount withdrawn shall not exceed $50,000
and (y) the forfeited amount shall be offset by the amount, if
any, of the forfeited Matching Deferrals), and (ii) the
Participant shall be suspended from making Basic Deferrals for
a period of twelve (12) months, commencing with the date of
withdrawal. A Beneficiary of a deceased Participant also shall
be permitted to elect a complete early withdrawal and in such
circumstance shall forfeit the amount described in (i) herein.
SECTION IX
FUNDING STATUS
This Plan is unfunded. All obligations hereunder shall constitute an
unsecured promise of the Company to pay a Participant's benefit out of the
general assets of the Company, subject to all of the terms and conditions of the
Plan, as amended from time to time, and
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applicable law. A Participant shall have no greater right to benefits provided
hereunder than that of any unsecured general creditor of the Company.
SECTION X
ADMINISTRATION
1. POWERS AND RESPONSIBILITIES. The Plan shall be administered by the
Committee which shall have the following powers and responsibilities.
(a) to amend the Plan;
(b) to terminate the Plan;
(c) to construe the Plan, make factual
determinations, consider requests made by Participants,
correct defects, and take any and all similar actions
considered by the Committee to be necessary to administer the
Plan, with any instructions or interpretations of the Plan
made in good faith by the Committee to be final and conclusive
for all purposes;
(d) determine the investment options which may be
utilized under the Plan, including any default option to be
utilized if a Participant makes no investment request;
(e) to designate a related company or business as a
Participating Employer and to revoke such status if, in the
Committee's discretion, such action is in the best interest of
the Company; and
(f) to take all other actions and do all other
things which are considered by the Committee to be necessary
to the administration of the Plan.
2. ACTIONS CONCLUSIVE. The Committee shall have complete
discretion in carrying out its powers and responsibilities under the Plan, and
its exercise of discretion hereunder shall be final and conclusive.
3. DELEGATION. The Committee may, in writing, delegate some or
all of its powers and responsibilities to any other person or entity.
4. MEETINGS. The Committee may hold meetings upon such notice,
at such time or times, and at such place or places as it may determine. The
majority of the members of the Committee at the time in office shall constitute
a quorum for the transaction of business at all meetings and a majority vote of
those present and constituting a quorum at any meeting shall be required for
action. The Committee may also act by written consent of a majority of its
members.
5. RULES OF ADMINISTRATION. The Committee may adopt such rules
for administration of the Plan as is considered desirable, provided they do not
conflict with the Plan.
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6. AGENTS. The Committee may retain such counsel, and
actuarial, medical, accounting, clerical and other services as it may require to
carry out the provisions and purposes of the Plan.
7. RELIANCE. The Committee shall be entitled to rely upon all
tables, valuations, certificates, and reports furnished by any duly appointed
auditor, or actuary, upon all certificates and reports made by any investment
manager, or any duly appointed accountant, and upon all opinions given by any
duly appointed legal counsel.
8. LIABILITY AND INDEMNIFICATION. No member of the Committee
shall be personally liable by virtue of any instrument executed by the member,
or on the member's behalf, as a member of the Committee. Neither the Company nor
a Participating Employer, nor any of their respective officers or directors, nor
any member of the Committee, shall be personally liable for any action or
inaction with respect to any duty or responsibility imposed upon such person by
the terms of the Plan except when the same is finally judicially determined to
be due to the self dealing, willful misconduct or recklessness of such person.
The Company shall indemnify and hold harmless its officers, directors, and those
of any Participating Employer, and each member of the Committee against any and
all claims, losses, damages, expenses (including attorneys' fees and the
advancement thereof), and liability (including, in each case, amounts paid in
settlement), arising from any action or failure to act regarding the Plan, to
the greatest extent permitted by applicable law. The foregoing right of
indemnification shall be in addition to any other rights to which any such
person may be entitled.
9. CONFLICT OF INTEREST. If any Participant is a member of the
Committee, he or she shall not participate as a member of the Committee in any
determination under the Plan relating to his or her Basic Deferrals and Matching
Deferrals.
SECTION XI
MODIFICATION AND TERMINATION
The Committee reserves the right to terminate this Plan at any time or
to modify, amend or suspend it from time to time, such right to include, without
limitation, the right to distribute any and all Accrued Benefits. Any such
termination, modification, amendment or suspension shall be effective at such
date as the Committee may determine and may be effective as to all Participating
Employers, or as to one or more Participating Employers, and their respective
employees. The Committee shall notify all affected Participants of any such
termination, modification, amendment or suspension and, in appropriate
circumstances as determined by the Committee, shall also notify the relevant
Participating Employers. A termination, modification, amendment or suspension
may affect Participants generally, by class or individually, and may apply
irrespective of whether they are past, current or future Participants; provided,
however, that any such action may not eliminate or reduce the Accrued Benefit of
any Participant as of the effective date of such action.
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SECTION XII
GENERAL PROVISIONS
1. NO EMPLOYMENT RIGHT. Nothing contained herein shall be deemed to
give any employee the right to be retained in the service of the Company or a
Participating Employer, as applicable, or to interfere with the rights of any
such employer to discharge any employee at any time.
2. INTEREST NOT ASSIGNABLE. It is a condition of this Plan, and all
rights of each Participant shall be subject thereto, that no right or interest
of any Participant under this Plan or in his or her credited Deferrals (and any
credited gains or losses attributable thereto) shall be assignable or
transferable in whole or in part, either directly or by operation of law or
otherwise, including without limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy, or in any other manner, subject, however, to
applicable law, but excluding devolution by death or mental incompetency, and no
right or interest of any Participant under this Plan or in his or her credited
Deferrals (and any credited gains or losses attributable thereto) shall be
liable for or subject to any obligation or liability of such Participant,
subject, however, to applicable law.
3. TAXES AND WITHHOLDING. All deferrals and payments under the Plan
shall be subject to such taxes and other withholdings (federal, state or local)
as may be due thereon, and the determination of the Committee as to withholding
with respect to deferrals and payments shall be binding upon the Participant and
each Beneficiary.
4. SALE OF ASSETS. The sale of all or substantially all of the assets
of the Company, or a merger, consolidation or reorganization of the Company
wherein the Company is not the surviving corporation, or any other transaction
which, in effect, amounts to a sale of the Company or voting control thereof,
shall not terminate this Plan or any related agreements and the obligations
created hereunder or thereby and the same shall be binding upon the successors
and assigns of the Company.
5. LEGAL INCAPACITY. If a Participant or Beneficiary entitled to
receive any benefits hereunder is deemed by the Committee or is adjudged to be
legally incapable of giving valid receipt and discharge for such benefits, the
benefits will be paid to such persons as the Committee designates or to the duly
appointed guardian.
6. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, notwithstanding
the conflict of law rules applicable therein.
[END]
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