BANTA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN "B"
Effective August 1, 2001
TABLE OF CONTENTS
Page
Section 1. Purpose:.......................................................1
Section 2. Definitions:...................................................1
2.1 "Accrued Benefit"..............................................1
2.2 "Active Participant"...........................................1
2.3 "Beneficiary"..................................................1
2.4 "Board"........................................................2
2.5 "CEO"..........................................................2
2.6 "College Education Account"....................................2
2.7 "Committee"....................................................2
2.8 "Compensation".................................................2
2.9 "Deferred Compensation Account"................................2
2.10 "Dependent Subaccount".........................................2
2.11 "Employee".....................................................3
2.12 "Employer".....................................................3
2.13 "Participant"..................................................3
2.14 "Participating Employer".......................................3
2.15 "Plan".........................................................4
2.16 "Plan Year"....................................................4
2.17 "Qualifying Distribution Event"................................4
2.18 "Salary Deferral Agreement"....................................4
2.19 "Salary Deferral Credits"......................................4
2.20 "Service"......................................................4
Section 3. Salary Deferral Credits:.......................................4
3.1 Election:......................................................4
3.2 Timing of Credit:..............................................5
3.3 Manner of Election:............................................5
3.4 Changes in Election:...........................................5
3.5 Additional Rules:..............................................6
Section 4. Qualifying Distribution Events:................................6
4.1 Death of a Participant:........................................6
4.2 Termination of Service:........................................6
Section 5. In-Service Withdrawals:........................................6
5.1 College Education Withdrawals:.................................6
Section 6. Qualifying Distribution Events Payment Options:................7
6.1 Payment Options:...............................................7
6.2 Changes in Election:...........................................8
Section 7. Vesting:.......................................................8
Section 8. Account; Deemed Investment; Adjustment of Accounts:............9
8.1 Account:.......................................................9
8.2 Deemed Investments:............................................9
8.3 Adjustments to Deferred Compensation Accounts:.................9
Section 9. Administration by Committee:..................................10
9.1 Membership of Committee:......................................10
9.2 Committee officers; Subcommittee:.............................10
9.3 Committee meetings:...........................................10
9.4 Transaction of business:......................................10
9.5 Committee records:............................................11
9.6 Establishment of rules:.......................................11
9.7 Conflicts of interest:........................................11
9.8 Correction of errors:.........................................11
9.9 Authority to interpret Plan:..................................11
9.10 Third party advisors:.........................................12
9.11 Compensation of members:......................................12
9.12 Expense reimbursement:........................................12
9.13 Indemnification:..............................................12
Section 10. Contractual Liability:........................................13
10.1 Contractual Liability:........................................13
Section 11. Allocation of Responsibilities:...............................13
11.1 Board:........................................................13
11.2 Committee:....................................................14
Section 12. Benefits Not Assignable; Facility of Payments:................14
12.1 Benefits not assignable:......................................14
12.2 Payments to minors and others:................................14
Section 13. Beneficiary:..................................................15
Section 14. Amendment and Termination of Plan:............................15
Section 15. Communication to Participants:................................16
Section 16. Claims Procedure:.............................................16
16.1 Filing of a claim for benefits:...............................16
16.2 Notification to claimant of decision:.........................16
16.3 Procedure for review:.........................................17
16.4 Decision on review:...........................................17
16.5 Action by authorized representative of claimant:..............18
Section 17. Miscellaneous Provisions:.....................................18
17.1 Set off:......................................................18
17.2 Notices:......................................................18
17.3 Lost distributees:............................................18
17.4 Reliance on data:.............................................19
17.5 Receipt and release for payments:.............................19
17.6 Headings:.....................................................19
17.7 Continuation of employment:...................................19
17.8 Merger or consolidation:......................................20
17.9 Construction:.................................................20
BANTA CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN "B"
Section 1. Purpose:
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The Employer has adopted the Plan set forth herein to provide a means by
which certain management employees may elect to defer receipt of current
compensation in order to provide retirement on behalf of such employees. The
Plan is not intended to be a tax-qualified retirement plan under Section 401(a)
of the Internal Revenue Code. The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation benefits
for a select group of management or highly compensated employees under Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974.
Section 2. Definitions:
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As used in the Plan, including this Section 2, references to one gender
shall include the other and, unless otherwise indicated by the context:
2.1 "Accrued Benefit" shall mean, with respect to each Participant, the
balance credited to his Deferred Compensation Account and his College Education
Account.
2.2 "Active Participant" shall mean, with respect to any day or date, a
Participant who is in Service on such day or date; provided, that a Participant
who is in Service shall cease to be an Active Participant immediately upon a
determination by the Committee that the Participant has ceased to be an
Employee.
2.3 "Beneficiary" shall mean the person, persons, entity or entities
designated or determined pursuant to the provisions of Section 13 of the Plan.
2.4 "Board" shall mean the Compensation Committee of the Board of
Directors of Banta Corporation.
2.5 "CEO" shall mean the Chief Executive Officer of Banta Corporation.
2.6 "College Education Account" shall mean the separate account to be kept
for each Participant and to be divided into one or more Dependent Subaccounts,
as described in Section 5.1.
2.7 "Committee" shall mean the administrative committee provided for in
Section 9.
2.8 "Compensation" shall mean all of a Participant's compensation received
as an Employee reportable in box 1, Wages, Tips and other Compensation, on Form
W-2 which is derived from base salary and any short-term incentive payments
under the Banta Corporation Economic Profit (EP) Incentive Compensation Plan.
Notwithstanding the foregoing, Compensation shall include Salary Deferral
Credits under this Plan and amounts contributed by the Participant pursuant to a
Salary Deferral Agreement to another employee benefit plan of the Employer which
are not includible in the gross income of the Employee under Section 125, 132(f)
or 402(e)(3) of the Internal Revenue Code.
2.9 "Deferred Compensation Account" shall mean the separate account to be
kept for each Participant, as described in Sections 3 and 8 and credited with
Salary Deferral Credits.
2.10 "Dependent Subaccount" shall mean each separate subaccount, if any, to
be kept for each Participant as part of his College Education Account, as
described in Section 5.1 and credited with Salary Deferral Credits.
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2.11 "Employee" shall mean an individual in the Service of the Employer if
the relationship between the individual and the Employer is the legal
relationship of employer and employee and if the individual is a highly
compensated or management employee of the Employer. An individual shall cease to
be an Employee upon the first to occur of the following: (i) the Employee's
termination of Service; or (ii) a determination by the Committee that the
Employee no longer meets the eligibility requirements for participation in the
Plan.
2.12 "Employer" shall mean Banta Corporation and any Participating
Employer. All references herein to the Employer shall be applied separately to
each such Employer as if the Plan were solely the Plan of that Employer.
2.13 "Participant" shall mean with respect to any Plan Year an Employee who
has been designated by the CEO as a Participant and who has entered the Plan or
who has an Accrued Benefit under the Plan. An Employee designated by the CEO as
a Participant who has not otherwise entered the Plan shall enter the Plan and
become a Participant as of the date determined by the CEO. A Participant who
separates from Service with the Employer and who later returns to Service will
not be eligible to defer Compensation under the Plan except upon satisfaction of
such terms and conditions as the CEO shall establish upon the Participant's
return to Service, whether or not the Participant shall have an Accrued Benefit
remaining under the Plan on the date of his return to Service.
2.14 "Participating Employer" shall mean any trade or business (whether or
not incorporated) affiliated with Banta Corporation which employs a Participant
as designated by the CEO.
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2.15 "Plan" shall mean the Banta Corporation Executive Deferred
Compensation Plan "B", as herein set out or as duly amended.
2.16 "Plan Year" shall mean the twelve-month period ending on the last day
of December and each anniversary thereof.
2.17 "Qualifying Distribution Event" shall mean the Participant's
termination of Service for any reason.
2.18 "Salary Deferral Agreement" shall mean a written agreement entered
into between a Participant and the Employer pursuant to the provisions of
Section 3.
2.19 "Salary Deferral Credits" shall mean the amounts credited to the
Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 3.
2.20 "Service" shall mean employment by the Employer.
Section 3. Salary Deferral Credits:
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3.1 Election: Each Active Participant may elect, by entering into a Salary
Deferral Agreement, to reduce his Compensation as specified in the Salary
Deferral Agreement. The Active Participant may elect to defer base salary and/or
annual short-term incentive bonus to be earned for such year, but in no event
more than an aggregate of 35% of the combination of such base salary and
short-term incentive bonus. In the event that the Participant is also deferring
pay during the Plan Year pursuant to the Banta Corporation 1988 Deferred
Compensation Plan for Key Employees, such deferrals shall reduce the applicable
limit hereunder for such Plan Year. The amount of the Participant's Salary
Deferral Credit shall be credited by the Employer to the Deferred Compensation
Account maintained for the Participant pursuant to Section 8.
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3.2 Timing of Credit: On each payroll date, the Employer shall credit to
the Participant's Deferred Compensation Account an amount equal to the total
Salary Deferral Credit for such period.
3.3 Manner of Election: An election pursuant to Section 3.1 shall be made
by the Participant by executing and delivering a Salary Deferral Agreement to
the Committee. The Salary Deferral Agreement shall become effective with respect
to such Participant as of the first full payroll period commencing on or
immediately following the January 1 which occurs after the date such Salary
Deferral Agreement is received by the Committee; provided, that a Participant
who first becomes a Participant in the Plan during a Plan Year may enter into a
Salary Deferral Agreement with respect to base salary to be effective as of the
first payroll period next following the date he enters the Plan. A Participant's
election shall continue in effect, unless earlier modified by the Participant,
until the Service of the Participant is terminated, or, if earlier, until the
Participant ceases to be an Active Participant under the Plan.
3.4 Changes in Election: A Participant may unilaterally modify a Salary
Deferral Agreement (either to increase or decrease the portion of his future
Compensation which is subject to salary deferral within the percentage limits
set forth in Section 3.1) by providing a written modification of the Salary
Deferral Agreement to the Employer. The modification shall become effective as
of the first full payroll period commencing on or immediately following the
January 1 which occurs after the date such written modification is received by
the Committee. The Participant may terminate the Salary Deferral Agreement
5
with respect to base salary as of the first full payroll period after the date
written notice of the termination is received by the Committee.
3.5 Additional Rules: The Committee may from time to time establish
policies or rules governing the manner in which Salary Deferral Credits may be
made.
Section 4. Qualifying Distribution Events:
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4.1 Death of a Participant: If a Participant dies while in Service, the
Employer shall pay the Accrued Benefit to the Participant's Beneficiary. Payment
of such benefit shall be made by the Employer pursuant to Section 6. If a
Participant dies following his termination of Service for any reason and before
all payments to him under the Plan have been made, the payment of the balance of
the Participant's Accrued Benefit shall be continued in accordance with Section
6, but to the Participant's Beneficiary rather than to the Participant.
4.2 Termination of Service: If the Service of a Participant with the
Employer shall be terminated for any reason other than death, his Accrued
Benefit shall be paid to him by the Employer as provided in Section 6.
Section 5. In-Service Withdrawals:
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5.1 College Education Withdrawals: A Participant may elect in the Salary
Deferral Agreement for a designated percentage or dollar amount of the Salary
Deferral Credits to be credited to a College Education Account to be used to
fund the college education of the Participant's Eligible Dependent or Eligible
Dependents. For purposes of this section, "Eligible Dependent" shall mean any
child (including any legally adopted child) of a Participant who has not
attained age 18 and whom the Participant designates as an Eligible Dependent in
his Salary Deferral Agreement; provided, however, that the Committee in its
discretion may approve the designation of an individual other than the child of
a Participant
6
as an Eligible Dependent. The College Education Account shall be divided into
Dependent Subaccounts for each of the Participant's Eligible Dependents, and the
Participant may designate in the Salary Deferral Agreement the percentage or
dollar amount of each Salary Deferral Credit to be credited to each Dependent
Subaccount. In the absence of a clear designation, all credits made to the
College Education Subaccount shall be equally allocated to each Dependent
Subaccount. As soon as practicable after an Eligible Dependent of the
Participant attains age 18, the Employer shall pay to the Participant the
balance in the Dependent Subaccount with respect to such Eligible Dependent in
annual installments over a period of four years. The following special
provisions shall apply with respect to the Dependent Subaccounts:
5.1.1 The Dependent Subaccounts shall be established, adjusted for
payments, credited with Salary Deferral Credits and credited or debited for
deemed investment gains or losses in the same manner and at the same time
as such adjustments are made to the Deferred Compensation Account under
Section 8 and in accordance with the rules and elections in effect under
Section 8.
5.1.2 Notwithstanding any provision in this Section 5 to the contrary,
if Participant incurs a Qualifying Distribution Event prior to the date on
which the entire balance of his College Education Account has been
distributed to him, then the balance in the College Education Account on
the date of the Qualifying Distribution Event shall be combined with the
Participant's Deferred Compensation Account and distributed to him in the
same manner and at the same time as his Deferred Compensation Account is
distributed to him under Section 6 and in accordance with the rules and
elections in effect under Section 6.
Section 6. Qualifying Distribution Events Payment Options:
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6.1 Payment Options: Any benefit payable under the Plan may be made to the
Participant or his Beneficiary (as applicable) in any of the following payment
forms, as selected by the Participant:
7
(i) A lump sum in cash as soon as practicable following the date
Participant's Service terminates for any reason; or
(ii) Approximately equal annual installments over a term certain as
elected by the Participant not to exceed ten years. Payment of the benefit
shall commence as of the first business day of the calendar quarter
following the date Participant's Service terminates for any reason.
The payment of each subsequent annual installment shall be made on the
anniversary of the commencement date of the installment payments in this
subsection (ii). The amount of the annual installment shall be determined by
dividing the balance in the Deferred Compensation Account on each such date
(following adjustment on such date pursuant to Section 8.3 of the Plan) by the
number of annual installments remaining to be paid hereunder; provided that the
last annual installment due under the Plan shall be the entire amount credited
to the Participant's account on the date of payment.
6.2 Changes in Election: Upon a Participant's entry into the Plan, the
Participant shall elect among the payment options the method under which his
Accrued Benefit will be distributed; provided, however, that the Participant may
change the method of payment by filing a written election with the Committee at
least two years prior to the date the Participant's Service terminates. Any
election to change the payment method which is filed less than two years prior
to the date the Participant's Service terminates shall be invalid and the prior
valid election shall apply.
Section 7. Vesting:
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A Participant shall be fully vested (that is, nonforfeitable) in his
Deferred Compensation Account.
8
Section 8. Account; Deemed Investment; Adjustment of Accounts:
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8.1 Account: The Committee shall establish a book reserve account,
entitled the "Deferred Compensation Account," on behalf of each Participant.
Such account shall be adjusted pursuant to the provisions of Section 8.3.
8.2 Deemed Investments: The Deferred Compensation Account of a Participant
shall be credited with an investment return determined as if the account were
invested in one or more investment funds made available by the Committee. The
Participant shall elect the investment funds in which his Deferred Compensation
Account shall be deemed to be invested. Such election shall be made in the
manner prescribed by the Committee and shall take effect upon the entry of the
Participant into the Plan. The investment election of the Participant shall
remain in effect until a new election is made by the Participant. In the event
the Participant fails for any reason to make an effective election of the
investment return to be credited to his account, the investment return shall be
determined by the Committee.
8.3 Adjustments to Deferred Compensation Accounts: With respect to each
Participant who has a Deferred Compensation Account under the Plan, the amount
credited to such account shall be adjusted by the following debits and credits,
at the times and in the order stated:
8.3.1 The Deferred Compensation Account shall be debited each business
day with the total amount of any payments made from such account since the
last preceding business day to him or for his benefit.
8.3.2 The Deferred Compensation Account shall be credited on each
payroll date with any Salary Deferral Credits to such account for such
date.
8.3.3 The Deferred Compensation Account shall be credited or debited
on each day securities are traded on a national stock exchange with the
amount of deemed investment gain or loss resulting from the performance of
the investment funds elected by the Participant in accordance with Section
8.2.
9
The amount of such deemed investment gain or loss shall be determined by
the Committee and such determination shall be final and conclusive upon all
concerned.
Section 9. Administration by Committee:
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9.1 Membership of Committee: The Committee shall consist of at least four
individuals who shall be appointed by the Board to serve at the pleasure of the
Board. Any member of the Committee may resign, and his successor, if any, shall
be appointed by the Board. The Committee shall be responsible for the general
administration and interpretation of the Plan and for carrying out its
provisions, except to the extent all or any of such obligations are specifically
imposed on the Board.
9.2 Committee officers; Subcommittee: The members of the Committee shall
elect a Chairman and may elect an acting Chairman. They shall also elect a
Secretary and may elect an acting Secretary, either of whom may be but need not
be a member of the Committee. The Committee may appoint from its membership such
subcommittees with such powers as the Committee shall determine, and may
authorize one or more of its members or any agent to execute or deliver any
instruments or to make any payment on behalf of the Committee.
9.3 Committee meetings: The Committee shall hold such meetings upon such
notice, at such places and at such intervals as it may from time to time
determine. Notice of meetings shall not be required if notice is waived in
writing by all the members of the Committee at the time in office, or if all
such members are present at the meeting.
9.4 Transaction of business: A majority of the members of the Committee at
the time in office shall constitute a quorum for the transaction of business.
All resolutions or other actions taken by the Committee at any meeting shall be
by vote of a majority of those
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present at any such meeting and entitled to vote. Resolutions may be adopted or
other action taken without a meeting upon written consent thereto signed by all
of the members of the Committee.
9.5 Committee records: The Committee shall maintain full and complete
records of its deliberations and decisions. The minutes of its proceedings shall
be conclusive proof of the facts of the operation of the Plan.
9.6 Establishment of rules: Subject to the limitations of the Plan, the
Committee may from time to time establish rules or by-laws for the
administration of the Plan and the transaction of its business.
9.7 Conflicts of interest: No individual member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself or
to any of his rights or benefits under the Plan (except that such member may
sign unanimous written consent to resolutions adopted or other action taken
without a meeting), except relating to the terms of his Salary Deferral
Agreement.
9.8 Correction of errors: The Committee may correct errors and, so far as
practicable, may adjust any benefit or credit or payment accordingly. The
Committee may in its discretion waive any notice requirements in the Plan;
provided, that a waiver of notice in one or more cases shall not be deemed to
constitute a waiver of notice in any other case. With respect to any power or
authority which the Committee has discretion to exercise under the Plan, such
discretion shall be exercised in a nondiscriminatory manner.
9.9 Authority to interpret Plan: Subject to the claims procedure set forth
in Section 16, the Committee shall have the duty and discretionary authority to
interpret and
11
construe the provisions of the Plan and to decide any dispute which may arise
regarding the rights of Participants hereunder, including the discretionary
authority to construe the Plan and to make determinations as to eligibility and
benefits under the Plan. Determinations by the Committee shall apply uniformly
to all persons similarly situated and shall be binding and conclusive upon all
interested persons.
9.10 Third party advisors: The Committee may engage an attorney,
accountant, actuary or any other technical advisor on matters regarding the
operation of the Plan and to perform such other duties as shall be required in
connection therewith, and may employ such clerical and related personnel as the
Committee shall deem requisite or desirable in carrying out the provisions of
the Plan. The Committee shall from time to time, but no less frequently than
annually, review the financial condition of the Plan and determine the financial
and liquidity needs of the Plan. The Committee shall communicate such needs to
the Employer so that its policies may be appropriately coordinated to meet such
needs.
9.11 Compensation of members: No fee or compensation shall be paid to any
member of the Committee for his Service as such.
9.12 Expense reimbursement: The Committee shall be entitled to
reimbursement by the Employer for its reasonable expenses properly and actually
incurred in the performance of its duties in the administration of the Plan.
9.13 Indemnification: No member of the Committee shall be personally liable
by reason of any contract or other instrument executed by him or on his behalf
as a member of the Committee nor for any mistake of judgment made in good faith,
and the Employer shall indemnify and hold harmless, directly from its own assets
(including the
12
proceeds of any insurance policy the premiums for which are paid from the
Employer's own assets), each member of the Committee and each other officer,
employee, or director of the Employer to whom any duty or power relating to the
administration or interpretation of the Plan may be delegated or allocated,
against any unreimbursed or uninsured cost or expense (including any sum paid in
settlement of a claim with the prior written approval of the Board) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud, bad faith, willful misconduct or gross negligence.
Section 10. Contractual Liability:
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10.1 Contractual Liability: The obligation of the Employer to make payments
hereunder shall constitute a contractual liability of the Employer to the
Participant. Such payments shall be made from the general funds of the Employer,
and the Employer shall not be required to establish or maintain any special or
separate fund, or otherwise to segregate assets to assure that such payments
shall be made, and the Participant shall not have any interest in any particular
assets of the Employer by reason of its obligations hereunder. To the extent
that any person acquires a right to receive payment from the Employer, such
right shall be no greater than the right of an unsecured creditor of the
Employer.
Section 11. Allocation of Responsibilities:
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The persons responsible for the Plan and the duties and responsibilities
allocated to each are as follows:
11.1 Board:
(i) To amend the Plan;
(ii) To appoint and remove members of the Committee; and
(iii) To terminate the Plan.
13
11.2 Committee:
(i) To designate Participants;
(ii) To interpret the provisions of the Plan and to determine the
rights of the Participants under the Plan, except to the extent otherwise
provided in Section 16 relating to claims procedure;
(iii) To administer the Plan in accordance with its terms, except to
the extent powers to administer the Plan are specifically delegated to
another person or persons as provided in the Plan;
(iv) To account for the Accrued Benefits of Participants;
(v) To direct the Employer in the payment of benefits;
(vi) To file such reports as may be required with the United States
Department of Labor, the Internal Revenue Service and any other government
agency to which reports may be required to be submitted from time to time;
and
(vii) To administer the claims procedure to the extent provided in
Section 16.
Section 12. Benefits Not Assignable; Facility of Payments:
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12.1 Benefits not assignable: No portion of any benefit credited or paid
under the Plan with respect to any Participant shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void, nor shall any portion of such
benefit be in any manner payable to any assignee, receiver or any one trustee,
or be liable for his debts, contracts, liabilities, engagements or torts.
12.2 Payments to minors and others: If any individual entitled to receive a
payment under the Plan shall be physically, mentally or legally incapable of
receiving or acknowledging receipt of such payment, the Committee, upon the
receipt of satisfactory evidence of his incapacity and satisfactory evidence
that another person or institution is maintaining him and that no guardian or
committee has been appointed for him, may cause any
14
payment otherwise payable to him to be made to such person or institution so
maintaining him. Payment to such person or institution shall be in full
satisfaction of all claims by or through the Participant to the extent of the
amount thereof.
Section 13. Beneficiary:
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The Participant's beneficiary shall be the person or persons designated by
the Participant on the beneficiary designation form provided by and filed with
the Committee or its designee. If the Participant does not designate a
beneficiary, the beneficiary shall be his surviving spouse. If the Participant
does not designate a beneficiary and has no surviving spouse, the beneficiary
shall be the Participant's estate. The designation of a beneficiary may be
changed or revoked only by filing a new beneficiary designation form with the
Committee or its designee. If a beneficiary (the "primary beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid to the contingent beneficiary, if any, named in the Participant's
current beneficiary designation form. If there is no contingent beneficiary, the
balance shall be paid to the estate of the primary beneficiary. Any beneficiary
may disclaim all or any part of any benefit to which such beneficiary shall be
entitled hereunder by filing a written disclaimer with the Committee before
payment of such benefit is to be made. Such a disclaimer shall be made in a form
satisfactory to the Committee and shall be irrevocable when filed. Any benefit
disclaimed shall be payable from the Plan in the same manner as if the
beneficiary who filed the disclaimer had died prior to the Participant.
Section 14. Amendment and Termination of Plan:
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The Board may amend any provision of the Plan or terminate the Plan at any
time; provided, that in no event shall such amendment or termination reduce any
Participant's
15
Accrued Benefit as of the date of such amendment or termination, nor shall any
such amendment affect the terms of the Plan relating to the payment of such
Accrued Benefit. In the event of termination of the Plan, any remaining Accrued
Benefits shall be paid in a lump sum.
Section 15. Communication to Participants:
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The Employer shall make a copy of the Plan available for inspection by
Participants and their beneficiaries during reasonable hours at the principal
office of the Employer.
Section 16. Claims Procedure:
---------- ----------------
The following claims procedure shall apply with respect to the Plan:
16.1 Filing of a claim for benefits: If a Participant or beneficiary (the
"claimant") believes that he is entitled to benefits under the Plan which are
not being paid to him or which are not being accrued for his benefit, he shall
file a written claim therefor with the Committee.
16.2 Notification to claimant of decision: Within 90 days after receipt of
a claim by the Committee (or within 180 days if special circumstances require an
extension of time), the Committee shall notify the claimant of his decision with
regard to the claim. In the event of such special circumstances requiring an
extension of time, there shall be furnished to the claimant prior to expiration
of the initial 90-day period written notice of the extension, which notice shall
set forth the special circumstances and the date by which the decision shall be
furnished. If such claim shall be wholly or partially denied, notice thereof
shall be in writing and worded in a manner calculated to be understood by the
claimant, and shall set forth: (i) the specific reason or reasons for the
denial; (ii) specific reference to pertinent
16
provisions of the Plan on which the denial is based; (iii) a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denial. If the Committee
fails to notify the claimant of the decision in timely manner, the claim shall
be deemed denied as of the close of the initial 90-day period (or the close of
the extension period, if applicable).
16.3 Procedure for review: Within 60 days following receipt by the claimant
of notice denying his claim, in whole or in part, or, if such notice shall not
be given, within 60 days following the latest date on which such notice could
have been timely given, the claimant shall appeal denial of the claim by filing
a written application for review with the Committee. Following such request for
review, the Committee shall fully and fairly review the decision denying the
claim. Prior to the decision of the Committee, the claimant shall be given an
opportunity to review pertinent documents and to submit issues and comments in
writing.
16.4 Decision on review: The decision on review of a claim denied in whole
or in part by the Committee shall be made in the following manner:
16.4.1 Within 60 days following receipt by the Committee of the
request for review (or within 120 days if special circumstances require an
extension of time), the Committee shall notify the claimant in writing of
its decision with regard to the claim. In the event of such special
circumstances requiring an extension of time, written notice of the
extension shall be furnished to the claimant prior to the commencement of
the extension. If the decision on review is not furnished in a timely
manner, the claim shall be deemed denied as of the close of the initial
60-day period (or the close of the extension period, if applicable).
16.4.2 With respect to a claim that is denied in whole or in part, the
decision on review shall set forth specific reasons for the decision, shall
be written in a manner calculated to be understood by the claimant, and
shall cite specific references to the pertinent Plan provisions on which
the decision is based.
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16.4.3 The decision of the Committee shall be final and conclusive.
16.5 Action by authorized representative of claimant: All actions set forth
in this Section 16 to be taken by the claimant may likewise be taken by a
representative of the claimant duly authorized by him to act in his behalf on
such matters. The Committee may require such evidence as either may reasonably
deem necessary or advisable of the authority to act of any such representative.
Section 17. Miscellaneous Provisions:
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17.1 Set off: Notwithstanding any other provision of this Plan, the
Employer may reduce the amount of any payment otherwise payable to or on behalf
of a Participant hereunder by the amount of any loan, cash advance, extension of
credit or other obligation of the Participant to the Employer that is then due
and payable, and the Participant shall be deemed to have consented to such
reduction.
17.2 Notices: Each Participant who is not in Service and each beneficiary
shall be responsible for furnishing the Committee or its designee with his
current address for the mailing of notices and benefit payments. Any notice
required or permitted to be given to such Participant or beneficiary shall be
deemed given if directed to such address and mailed by regular United States
mail, first class, postage prepaid. If any check mailed to such address is
returned as undeliverable to the addressee, mailing of checks will be suspended
until the Participant or beneficiary furnishes the proper address. This
provision shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.
17.3 Lost distributees: A benefit shall be deemed forfeited if the
Committee is unable to locate the Participant or beneficiary to whom payment is
due on or before the fifth
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anniversary of the date payment is to be made or commence; provided, that the
deemed investment rate of return pursuant to Section 8.2 shall cease to be
applied to the Participant's account following the first anniversary of such
date; provided further, however, that such benefit shall be reinstated, without
interim interest, if a valid claim is made by or on behalf of the Participant or
beneficiary for all or part of the forfeited benefit.
17.4 Reliance on data: The Employer and the Committee shall have the right
to rely on any data provided by the Participant or by any beneficiary.
Representations of such data shall be binding upon any party seeking to claim a
benefit through a Participant, and the Employer and the Committee shall have no
obligation to inquire into the accuracy of any representation made at any time
by a Participant or beneficiary.
17.5 Receipt and release for payments: Subject to the provisions of Section
17.1, any payment made from the Plan to or with respect to any Participant or
beneficiary, or pursuant to a disclaimer by a beneficiary, shall, to the extent
thereof, be in full satisfaction of all claims hereunder against the Plan and
the Employer with respect to the Plan. The recipient of any payment from the
Plan may be required by the Committee, as a condition precedent to such payment,
to execute a receipt and release with respect thereto in such form as shall be
acceptable to the Committee.
17.6 Headings: The headings and subheadings of the Plan have been inserted
for convenience of reference and are to be ignored in any construction of the
provisions hereof.
17.7 Continuation of employment: The establishment of the Plan shall not be
construed as conferring any legal or other rights upon any Employee or any
persons for
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continuation of employment, nor shall it interfere with the right of the
Employer to discharge any Employee or to deal with him without regard to the
effect thereof under the Plan.
17.8 Merger or consolidation: No employer-party to the Plan shall
consolidate or merge into or with another corporation or entity, or transfer all
or substantially all of its assets to another corporation, partnership, trust or
other entity (a "Successor Entity") unless such Successor Entity shall assume
the rights, obligations and liabilities of the employer-party under the Plan and
upon such assumption, the Successor Entity shall become obligated to perform the
terms and conditions of the Plan.
17.9 Construction: The provisions of the Plan shall be construed and
enforced according to the laws of the State of Wisconsin, except to the extent
that such laws are superseded by the Employee Retirement Income Security Act of
1974.
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