EXHIBIT 10(a)(14)
THE BEAR STEARNS COMPANIES INC.
AE INVESTMENT AND DEFERRED COMPENSATION PLAN
EFFECTIVE JANUARY 1, 1989
TABLE OF CONTENTS
Page
Section 1 Purpose and Effective Date.................................. 1
Section 2 Definitions................................................ 1
Section 3 Eligibility................................................... 3
Section 4 Company Benefit.............................................. 3
Section 5 Elective Deferrals............................................ 4
Section 6 Additional Allocation........................................ 5
Section 7 Payment of Benefits........................................... 7
Section 8 Source of Payment............................................. 8
Section 9 Administration of the Plan.................................... 8
Section 10 Amendment and Termination.................................... 9
Section 11 Designation of Beneficiaries.................................. 9
Section 12 General Provisions............................................10
NYFS04...:\25\22625\0110\1324\APP9256P.03A
THE BEAR STEARNS COMPANIES INC.
AE INVESTMENT AND DEFERRED COMPENSATION PLAN
SECTION 1
PURPOSE AND EFFECTIVE DATE
1.1 The purpose of The Bear Stearns Companies Inc. AE Investment and
Deferred Compensation Plan is to assist The Bear Stearns Companies Inc. in
attracting and retaining account executives who will make a significant
contribution to the success of the business of The Bear Stearns Companies Inc.
and its subsidiary, Bear, Stearns & Co. Inc.
1.2 The effective date of this Plan is January 1, 1989.
SECTION 2
DEFINITIONS
When used herein, the following terms shall have the following meanings:
2.1 "Account" means a Company Contribution Account or a Deferred
Compensation Account under this Plan.
2.2 "Affiliate" means any corporation or other entity which is controlled,
directly or indirectly, by the Company and which the Committee designates as an
"affiliate" for purposes of the Plan from time to time.
2.3 "Associate" means (1) any corporation or organization of which such
Person is an officer or partner or is, directly or indirectly, the Beneficial
Owner of 10% or more of any class of equity securities, (2) any trust or other
estate in which such Person has a substantial beneficial interest or as to which
such Person serves as trustee or in a similar fiduciary capacity, and (3) any
relative or spouse of such Person, or any relative of such spouse, who has the
same home as such Person or who is a director or officer of such Person or any
of its parents or subsidiaries.
2.4 "Bear Stearns" means Bear, Stearns & Co. Inc., a Delaware corporation,
and its successors and assigns.
2.5 "Beneficial Owner," "Beneficial Ownership" and similar terms shall
have the meaning specified in Rule 13d-3 under the Securities Exchange Act of
1934, except that in any case a Person shall be deemed the Beneficial Owner of
any securities owned directly or indirectly by the Affiliates and Associates of
such Person.
2.6 "Beneficiary" means the beneficiary or beneficiaries designated in
accordance with Section 11 to receive the amount, if any, payable hereunder upon
the death of a Participant.
2.7 "Board of Directors" means the Board of Directors of the Company.
2.8 "Change in Control" means (i) a majority of the Board of Directors
ceases to consist of Continuing Directors; (ii) any Person becomes the
Beneficial Owner of 50% or more of the outstanding voting power of the Company
unless such acquisition is approved by a majority of the Continuing Directors;
(iii) the stockholders of the Company approve an agreement to merge or
consolidate into any other entity, unless such merger or consolidation is
approved by a majority of the Continuing Directors; or (iv) the stockholders of
the Company approve an agreement to dispose of all or substantially all of the
assets of the Company, unless such disposition is approved by a majority of the
Continuing Directors.
2.9 "Committee" means the AE Deferred Compensation and Investment
Committee designated by the Board of Directors or any duly authorized committee
thereof to administer this Plan.
2.10 "Company" means The Bear Stearns Companies Inc., a Delaware
corporation and its successors and assigns.
2.11 "Company Common Stock" means common stock, par value $1.00 per share,
of the Company.
2.12 "Company Contribution Account" means the bookkeeping entry
established and maintained in respect of a Participant pursuant to Section 4.1.
2.13 "Compensation" means all amounts paid to an Employee by the Company
or Bear Stearns during a calendar year, including any elective deferrals under
this Plan. The Bear Stearns Companies Inc. Cash or Deferred Compensation Plan or
any other tax-qualified or nonqualified deferred compensation plan or program,
but excluding any payments of amounts under such plans, payments made under the
Company's or Bear Stearns' short-term sick pay plan, and any other form of
non-cash compensation; provided, however, that with respect to each Employee who
is designated by an Employer as a Senior Managing Director, Compensation means
only commissions and fees (excluding base salary and bonus).
2.14 "Continuing Director" means any member of the Board of Directors who
was such a member on January 1, 1989 or who is elected to the Board of Directors
after January 1, 1989 upon the recommendation or with the approval of a majority
of the Continuing Directors at the time of such recommendation or approval.
2.15 "Deferred Compensation Account" means the bookkeeping entry
established and maintained in respect of a Participant pursuant to Section 5.3.
2.16 "Disability" means the complete and permanent inability of an
individual to perform his duties due to his physical or mental incapacity, all
as determined by the Committee upon the basis of such evidence, including
independent medical reports and data, as the Committee deems appropriate or
necessary. Notwithstanding the above, an individual automatically shall be
deemed to have suffered a Disability if such individual is eligible for
disability benefits under any employer sponsored long term disability program or
under the U.S. Social Security system.
2.17 "Employee" means any person (other than any executive officer or
director of the Company) employed by Bear Stearns or, if so determined by the
Committee, by any Affiliate, as an account executive, provided that such
individual's Compensation in the applicable calendar year is at least $100,000
or such other amount as determined by the Committee.
2.18 "Fund" means any one or more of the investment vehicles selected by
the Committee in order to determine the amounts to be credited or debited on the
unpaid amount in each Company Contribution
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Account and Deferred Compensation Account pursuant to Section 6. The Committee
shall determine the investment performance of any Fund or Funds.
2.19 "Hardship" shall mean an unforeseen emergency to the Participating
Director resulting from a sudden and unexpected illness or accident of the
Participating Director or the Participating Director's dependent (as defined in
section 152(a) of the Internal Revenue Code of 1986, as amended), loss of the
Participating Director's property due to casualty or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participating Director.
2.20 "Participant" means any Employee, former Employee, Participating
Director or former Participating Director who is eligible to participate in the
Plan or for whom a Company Contribution Account or Deferred Compensation Account
is maintained.
2.21 "Participating Director" shall mean an Employee who is a Senior
Managing Director, Managing Director or Associate Director of the Company.
2.22 "Person" shall mean an individual, a corporation, a partnership, an
association, a joint stock company, a trust, any unincorporated organization or
a government or a political subdivision thereof.
2.23 "Plan" means The Bear Stearns Companies Inc. AE Investment and
Deferred Compensation Plan as set forth herein and as amended and restated from
time to time.
2.24 "Retirement" means the termination of an individual's employment with
the Company on or after attaining age 65 or at such other date as the Committee
determines.
2.25 "Valuation Date" means, for each Fund, the applicable date as
designated by the Committee, on which the value of a Fund or of a Participant's
Account with respect to a Fund is to be determined, including any other date as
the Committee, in its sole discretion, may designate from time to time.
SECTION 3
ELIGIBILITY
3.1 Each Employee shall participate in the Plan in accordance with the terms of
the Plan; provided, however, that only Participating Directors who have filed a
valid Compensation Reduction Agreement (as defined in Section 5.1) with the
Committee shall be eligible to defer Compensation pursuant to Section 5.
SECTION 4
COMPANY BENEFIT
4.1 During the first quarter of each calendar year beginning with the year
1990, the Company shall credit, for bookkeeping purposes only, to each
Employee's Company Contribution Account, the percentage of such Employee's
Compensation for the immediately preceding calendar year determined pursuant to
the following table:
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INCREMENTAL
INCREMENTAL COMPENSATION COMPANY CONTRIBUTION
------------------------ --------------------
$100,000 or less................................... 0%
between $100,001-$300,000.......................... 3.25%
between $300,001-$500,000.......................... 4.25%
between $500,001-$700,000.......................... 4.50%
$700,001 and over.................................. 4.75%
An Employee shall not be eligible to receive a Company Contribution under
this Section 4 in any calendar year in which his Compensation is less than or
equal to $100,000 or such other amount as determined by the Committee.
Notwithstanding anything else herein to the contrary, the amount credited
to an Employee's Company Contribution Account for any calendar year shall not
exceed $44,300 (regardless of the amount of the Employee's Compensation for such
year) unless prior to the start of such year the Committee determines to apply a
different limit.
4.2 The amount credited to an Employee's Company Contribution Account
under Section 4.1 for any year, as adjusted pursuant to Section 6.1, shall
become fully vested on the fifth anniversary of the December 31 of the calendar
year to which such credit relates, provided that the Employee has five
consecutive years of service with Bear Stearns or any Affiliate during such
period, or such shorter period as determined by the Committee. In addition, the
entire amount credited to an Employee's Company Contribution Account shall
become fully vested upon his termination of employment with Bear Stearns without
being employed substantially contemporaneously therewith by an Affiliate due to
his death, Disability or Retirement or upon the occurrence of a Change in
Control. Upon termination of an Employee's employment for any reason other than
death, Disability or Retirement, the unvested amount allocated to such
Employee's Company Contribution Account shall be forfeited except such unvested
amount that the Committee, in its sole discretion, determines to vest in the
Employee. If the Company terminates the Plan pursuant to Section 10, the
Committee shall, in its sole discretion, determine whether the Participant shall
continue to vest in unvested amounts credited to the Participant's Company
Contribution Account, whether such amounts shall become immediately vested, or
any combination of the foregoing. The Company shall have no obligation to pay
any Participant or Beneficiary any amounts forfeited under this Section 4.2.
4.3 The establishment and maintenance of, or credits to, a Company
Contribution Account shall not vest in any Participant or his Beneficiary any
right, title or interest in or to any specific assets of the Company, or in or
to any specific assets of any Fund.
SECTION 5
ELECTIVE DEFERRALS
5.1 Each Participating Director may execute and file with the Committee a
"Compensation Reduction Agreement," in the form approved by the Committee,
electing that a portion of his Compensation for a calendar year, equal to one
percent and not more than twenty percent (or ten percent in the case of a
Participating Director who is an Associate Director), in multiples of one
percent, of his compensation during a calendar year shall be payable only as
deterred Compensation under the Plan; provided, however, that a Participating
Director shall not be permitted to defer more than $100,000 of Compensation in
any calendar year or such other dollar limit as may, from time to time, be
determined by the Committee.
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5.2 (a) Each election to defer Compensation shall be made prior to the end
of the calendar year preceding the calendar year for which such deferral is to
take effect. In addition, any Participating Director may make such an election
(i) within 30 days after the effective date of the Plan, with respect to his
Compensation for services performed during the calendar year in which the
effective date occurs but altar the effective date of the election, and (ii)
within 30 days after becoming a Participating Director, to defer compensation
for services performed during his first calendar year or portion thereof as a
Director after the effective date of the election. In addition, a Participating
Director who changes status from Associate Director to Managing Director may
elect, within 30 days after such change in status, to increase his deferral
election to up to twenty percent, in multiples of one percent, of his
Compensation after the effective date of the election. A Participating Director
who changes status from Managing Director to Associate Director shall not be
allowed to defer more then ten percent of his Compensation in the year following
such change in status.
(b) The election to defer Compensation pursuant to a Compensation
Reduction Agreement shall be irrevocable for a full calendar year or for such
portion thereof remaining after the effective date of the election and shall
continue in effect for each subsequent year until the Participating Director
ceases to be a Participating Director or until the Participating Director
terminates or modifies the election; provided, however, that in the event of a
Hardship, the Committee, in its sole discretion, may terminate any Compensation
Reduction Agreement with respect to a Participating Director for the remainder
of the applicable calendar year. Any such termination or modification shall be
made in writing and filed with the Committee, within the time prescribed by the
Committee and prior to the end of the calendar year preceding the calendar year
for which it is effective.
(c) A Participating Director who has filed a termination of election
pursuant to Section 5.2(b) may thereafter file another election described in
Section 5.2(a) for any calendar year commencing subsequent to the filing of such
election.
(d) If a Participating Director's status charges so that he is no
longer a Participating Director but is still an Employee, no further amounts
shall be credited to such individual's Deferred Compensation Account pursuant to
Section 5 with respect to such individual's Compensation and such individual's
Compensation Reduction Agreement shall be void, all as of the date of such
change in status, but such individual shall continue to be eligible for credits
to his Company Contribution Account pursuant to Section 4 based on his
Compensation as an Employee for the entire calendar year.
5.3 All Compensation deferred under this Section 5 shall be credited to
the Deferred Compensation Account established for the Participating Director by
the end of the month in which it otherwise would have been paid. A Participating
Director shall always be fully vested in the amount credited to his Deferred
Compensation Account as adjusted from time to time pursuant to Section 6.1.
5.4 The establishment and maintenance of, or credits to, such Deferred
Compensation Account shall not vest in any Participating Director or his
Beneficiary any right, title or interest in or to any specific assets of the
Company, or in or to any specific assets of any Fund.
SECTION 6
ADDITIONAL ALLOCATION
6.1 Subject to Section 6.7, each Employee and Participating Director shall
select a Fund or Funds for purposes of allocation under the Plan in multiples of
ten percent for each of his Company Compensation
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Account and his Deferred Compensation Account. Such selection shall be made
prior to the later of (i) the date the Employee or Participating Director
becomes eligible to participate in the Plan or (ii) 30 days alter the effective
date of the Plan. A Participant may elect to change his selection of a Fund or
Funds for purposes of allocation under the Plan for a current calendar year
twice in each calendar year. Such an election shall be made on the form and
within the time prescribed by the Committee and no election shall be honored if
received by the Committee earlier or later than such times. No such change in
selection shall be effective prior to 90 days after the effective date of any
prior selection for the current calendar year. A change in selection shall be
effective as of a Valuation Date no later than 30 days after it is timely filed
with the Committee.
6.2 Each Company Contribution Account and each Deferred Compensation
Account shall be credited (or debited) with additional amounts equal to the
investment performance (including interest and dividends paid) of each of the
Fund or Funds selected by the Participant pursuant to Section 6.1 or 6.3 with
respect to the relevant period, which credit (or debit) shall be made as soon as
practicable after the Valuation Date for each of the Fund or Funds. All such
amounts credited (or debited) pursuant to the preceding sentence shall be deemed
to be reinvested in (or deducted from) the Fund to which the amounts relate and
such reinvestment (or deduction) shall be deemed to occur as of the applicable
Valuation Date for such Fund.
6.3 A Participant may select different Funds for purposes of allocation
under the Plan, in multiples of ten percent, with respect to each calendar year
for which amounts are credited to his Company Contribution Account or Deferred
Compensation Account, and, if such different selections are made, each such
Account shall be treated as a separate Account for purposes of allocation and
recordkeeping under the Plan. The selection of Funds for any calendar year may
be changed during such calendar year pursuant to Section 6.1. If a Participant
changes his selection of Funds for amounts credited to any Account in respect of
any prior calendar year alter the end of such year, he shall be deemed to have
changed his selection of Funds for all amounts credited to any Account in
respect of all prior calendar years. Such a change may be made twice in each
calendar year. Such an election shall be made on the form and within the time
prescribed by the Committee and no election shall be honored if received by the
Committee earlier or later than such time. No such change in selection shall be
effective prior to 90 days after the effective date of any prior election for a
prior calendar year. A change in selection shall be effective as of a Valuation
Date no later than 30 days after it is timely filed with the Committee.
6.4 If the effective date of a change in selection made under Section 6.1
or 6.3 is not a Valuation Date for both the Fund which had previously been
selected and the newly selected Fund, the amounts effected by such change shall
be credited (or debited) with additional amounts equal to the investment
performance of the Fund which is a money market fund from the Valuation Date of
the Fund which had been previously selected until the immediately following
Valuation Date of the newly selected Fund.
6.5 A Participant who ceases to be an employee of Bear Stearns without
becoming employed substantially contemporaneously therewith by an Affiliate
shall have no right to select any Fund or Funds thereafter and his Account shall
be credited (or debited) with investment performance thereafter in accordance
with Section 6.6. No selection of any Fund or Funds shall be effective if a
Participant terminates employment with Bear Stearns without becoming employed
substantially contemporaneously therewith by an Affiliate before the applicable
Valuation Date on which such selection would otherwise be effective.
6.6 Each Company Contribution Account and Deferred Compensation Account
shall continue to be credited (or debited) under each of the Fund or Funds
selected by the Participant under this Section 6 until (i) in the case of a
Participant who is expected to receive a distribution on account of a
Distribution Election
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which did not specify distribution upon his termination of employment, the
Valuation Date for each of the Fund or Funds immediately preceding the date such
distribution is expected to be payable, or (ii) in the case of a Participant who
terminates employment, the Valuation Date for each of the Fund or Funds
immediately following his termination of employment; and, in either case, such
Company Contribution Account or Deferred Compensation Account shall be credited
(or debited) thereafter with additional amounts equal to the investment
performance of the Fund which is a money market fund until actually distributed
to the Participant. Any amount payable to a Participant on account of
termination of employment may be made, as determined by the Committee, within 60
days after either tile immediately following applicable Valuation Date for each
such Fund or Funds to be valued, or the latest such Valuation Date.
6.7 The Committee may impose any limitations on any Fund or Funds,
including limitations on the minimum and maximum amounts which may be elected by
any or all Participants with respect to any Fund or Funds, and the minimum and
maximum number of Funds which may be selected by a Participant. If a Participant
selects a Fund which is the Company Common Stock fund, he cannot change this
selection at any time. If a Participant fails to make a selection of Fund or
Funds for purposes of allocation of his Company Contribution Account or Deferred
Compensation Account, such Accounts shall be credited (or debited) with
additional amounts equal to the investment performance of the Fund which is a
money market fund pending such selection.
6.8 The Committee may, but need not, make the same Funds available to all
Participants. The Committee may, in its sole discretion, change the Funds
available under the Plan at any time, including to add any Fund or Funds which
are not managed by Bear Stearns.
6.9 The Company and Bear Stearns shall have no obligation to invest a
Participant's Company Contribution Account or Deferred Compensation Account in
any Fund or Funds selected by the Participant.
SECTION 7
PAYMENT OF BENEFITS
7.1 Prior to becoming eligible to participate in the Plan, each Employee
or Participating Director may execute and file with the Committee a
"Distribution Agreement," in the form approved by the Committee, electing that
the vested amount credited to his Company Contribution Account and the amount
credited to his Deferred Compensation Account shall be payable to the Employee
in the form and at the time or times specified in such Distribution Agreement.
If the Employee or Participating Director does not file a Distribution
Agreement, his vested Company Contribution Account and his Deferred Compensation
Account shall be paid in a lump sum within 60 days after the Valuation Date
immediately following the later of the date the Employee terminates his
employment with Bear Stearns without becoming employed substantially
contemporaneously therewith by an Affiliate or attains age 65 A Participant may
file a new Distribution Agreement with the Committee prior to the end of the
calendar year preceding the calendar year for which it is to become effective;
provided, however, that no such new Distribution Agreement shall apply to
amounts credited to his Company Contribution Account or his Deferred
Compensation Account prior to the effective date of such new Distribution
Agreement.
7.2 Notwithstanding any election to the contrary, the vested amount
allocated to each Participant's Company Contribution Account and Deferred
Compensation Account shall be paid in a lump sum on the earliest of the
following dates: (i) within 60 days after the Valuation Date next following a
Change in Control, (ii) within 60 days after the Valuation Date next following
the date the Committee receives written notification of the Participant's death,
(iii) within 60 days after the Valuation Date next following the
7
termination of the Plan, (iv) at the discretion of the Committee, within 60 days
after the December 31 next following the date the Participant suffers a
Disability and (v) at the discretion of the Committee, as soon as
administratively feasible after the date a Participant requests a distribution
as a result of a Hardship. The Committee may also make payment of amounts due
with respect to any Participant at any time, whether or not he has terminated
employment with the Company or Bear Stearns, regardless of the Participant's
Distribution Agreement.
7.3 Notwithstanding any provision herein to the contrary, upon an
occurrence of a Change in Control, amounts shall not be vested or immediately
distributable under the Plan if and to the extent that the Committee determines
that such vesting or acceleration (taken together with any other payments
received or to be received by the Participant from the Company, Bear Stearns or
an Affiliate in connection with a Change in Control) would constitute or result
in an "excess parachute payment" under Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code"), or any similar provision of the Code or of any
successor federal income tax law, which would cause such amounts to be subject
to an excise tax to the Participant or nondeductible to the Company or, Bear
Stearns, as the case may be.
7.4 All amounts payable under this Plan shall be paid in cash, provided
that any amounts which are calculated by reference to Company Common Stock under
Section 6 may, in the discretion of the Committee, be paid in the form of whole
shares of Company Common Stock with a cash payment in lieu of any fractional
shares.
SECTION 8
SOURCE OF PAYMENT
8.1 All payments provided for under the Plan shall be paid in cash from
the general funds of the Company; provided, however, that amounts to be paid in
Company Common Stock shall be paid in treasury shares or shares of authorized
but unissued common stock, and provided further, that such distributions shall
be reduced by the amount of any payments made to the Participant or his
Beneficiary from any trust or special or separate fund established by the
Company to assure such payments. The Company shall not be required to establish
a special or separate fund or otherwise segregate any assets to assure such
payments and, if the Company shall make any investments to aid it in meeting its
obligations hereunder, the Participant and his Beneficiary shall have no right,
title or interest whatever in or to any such investments except such interest,
if any, as may otherwise be expressly provided in a separate written instrument
relating to such investments. Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind between the Company and any Participant or Beneficiary. To the
extent that any Participant or Beneficiary acquires a right to receive payments
from the Company hereunder, such right shall be no greater than the right of a
general unsecured creditor of the Company.
SECTION 9
ADMINISTRATION OF THE PLAN
9.1 The Plan shall be administered by the Committee, which shall have full
power and authority to interpret, construe and administer the Plan and to review
claims for benefits under the Plan. The Committee's interpretations and
constructions of the Plan and actions thereunder shall be binding and conclusive
on all persons and for all purposes. The Committee's determination of the
amounts in any Fund
8
or Funds or in any Company Contribution Account or Deferred Compensation Account
shall be final and binding on all persons, including the Company, the
Participant and his Beneficiaries.
9.2 The Committee shall establish and maintain records of the Plan and of
each account established for any Participant hereunder. The Committee shall
engage such certified public accountants, who may be accountants for the
Company, as it shall require or may deem advisable for purposes of the Plan, may
arrange for the engagement of such legal counsel, who may be counsel for the
Company, and may make use of such agents and clerical or other personnel as it
shall require or may deem advisable for purposes of the Plan. The Committee may
rely upon the written opinion of the accountants engaged by the Committee and
such counsel and may delegate to any agent or to any subcommittee or member of
the Committee its authority to perform any act hereunder, including without
limitation those matters involving the exercise of discretion, provided that
such delegation of authority shall be subject to revocation at any time at the
discretion of the Committee. The Company shall pay the fees and expenses of such
accountants, counsel, agents and other personnel and all other costs of
administration of the Plan.
9.3 To the maximum extent permitted by applicable law, no member of the
Committee shall be personally liable by reason of any contract or other
instrument executed by him or on his behalf in his capacity as a member of the
Committee or for any mistake of judgment made in good faith, and the Company
shall indemnify and hold harmless, directly front its own assets (including the
proceeds of any insurance policy the premiums of which are paid from the
Company's own assets), each member of the Committee and each other officer,
employee or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan or to the management or control of
the assets of the Plan may be delegated or allocated, against any cost or
expense (including fees, disbursements and other charges of legal counsel) or
liability (including any sum paid in settlement of a claim with the approval of
the Company) arising out of any act or omission to act in connection with the
Plan unless arising out of such person's own fraud, willful misconduct or bad
faith.
SECTION 10
AMENDMENT AND TERMINATION
10.1 The Plan may be amended, suspended or terminated, in whole or in
part, by the Board of Directors, but no such action shall retroactively impair
or otherwise adversely affect the rights of any person to benefits under the
Plan which have accrued prior to the dare of such action, as determined by the
Committee.
SECTION 11
DESIGNATION OF BENEFICIARIES
11.1 Such Participant who participates in the Plan shall file with the
Committee a written designation of one or more persons as the Beneficiary who
shall be entitled to receive the amount, if any, payable under the Plan upon his
death. A Participant, from time to time, may revoke or change his Beneficiary
designation without the consent of any prior Beneficiary by filing a new such
designation with the Committee. The most recent such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change of revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of the date prior to such receipt.
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11.2 If no such Beneficiary designation is in effect at the time of a
Participant's death, or if no designated Beneficiary survives the Participant,
or if such designation conflicts with law, the Participant's estate shall be
deemed to have been designated his Beneficiary and shall receive the payment of
the amount; if any, payable under the Plan upon his death. If the Committee is
in doubt as to the right of any person to receive such amount, the Committee may
retain such amount, without liability for any interest thereon, until the rights
thereto are determined, or the Committee may pay such amount into any court of
appropriate jurisdiction and such payment shall be a complete discharge of the
liability of the Plan and the Company therefor.
SECTION 12
GENERAL PROVISIONS
12.1 The Plan shall be binding upon and inure to the benefit of the
Company and its successors and assigns and the Participant, his Beneficiaries
and his estate.
12.2 Neither the Plan nor any action taken hereunder shall be construed as
giving to a Participant the right to be retained in the employ of the Company or
any subsidiary or affiliate thereof or as affecting the right of the Company or
any subsidiary or affiliate thereof to dismiss any Participant.
12.3 The Company may withhold from any amounts payable under this Plan all
federal, state, city or other taxes as may be required pursuant to any law or
governmental regulation or ruling.
12.4 No right to any amount payable at any time under the Plan may be
assigned, transferred, pledged or encumbered, either voluntarily or by operation
of law, except as provided expressly herein (including in Section 12.6) as to
payments to a Participant or Beneficiary or as may otherwise be required by law.
If, by reason of any attempted assignment, transfer, pledge or encumbrance, or
any bankruptcy or other event happening at any time, any amount payable under
the Plan would be made subject to the debts or liabilities of the Participant or
his Beneficiary or Beneficiaries or would otherwise not be enjoyed by him, then
the Committee, if it so elects, may terminate such person's interest in any such
payment and direct that the same be held and applied to or for the benefit of
the Participant, his Beneficiary or Beneficiaries, or any other person deemed to
be the natural objects of his bounty, taking into account the expressed wishes
or the Participant (or, in the event of his death, his Beneficiary or
Beneficiaries).
12.5 If the Committee shall find that any person to whom any amount is or
was payable hereunder is unable to care for his affairs because of illness or
accident, or has died, then the Committee, if it so elects, may direct that any
payment due him or his estate (unless a prior claim therefore has been made by a
duly appointed legal representative) or any part thereof be paid or applied for
the benefit of such person or to or for the benefit of his spouse, children or
other dependents, an institution maintaining or having custody of such person,
any guardian or any other person deemed by the Committee to be a proper
recipient on behalf of such person otherwise entitled to payment, or any of
them, in such manner and proportion as the Committee may deem proper. Any such
payment shall be in complete discharge of the liability therefor of the Company,
the Plan or the Committee or any member, officer or employee thereof.
12.6 The Company, Bear Stearns, and any Affiliate shall have the absolute
right to withhold any amounts payable to any Participant or Beneficiary under
the terms of the Plan, to the extent of any amount owed for any reason by such
Participant in the case of a payment to such Participant, or to the extent of
any amount owed for any reason by the Participant or such Beneficiary in the
case of payment to a Beneficiary, to the Company, Bear Stearns or any Affiliate,
and to set off and apply the amounts so withheld to payment
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of any such amount owed to the Company, Bear Stearns or any Affiliate, whether
or not such amounts shall then be immediately due and payable and in such order
or priority as among such amounts owed as the Committee in its sole discretion
shall determine.
12.7 All elections, designations, requests, notices, instructions and
other communications from a Participant, Beneficiary or other person to the
Committee required or permitted under the Plan shall be in such form as is
prescribed from time to time by the Committee, shall be mailed by first-class
mail or delivered to such location as shall be specified by the Committee, and
shall be deemed to have been given and delivered only upon actual receipt
thereof at such location.
12.8 The benefits payable under this Plan shall be in addition to any
other benefits provided for Participants.
12.9 The captions preceding the sections and articles hereof have been
inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provisions of the Plan.
12.10 References to Sections herein are to the specified Sections of this
Plan unless another reference is specifically stated.
12.11 This Plan shall be governed by the laws of the State of New York as
from time to time in effect.
12.12 The masculine pronoun wherever used herein shall include the
feminine pronoun.
12.13 Whenever it is stated herein that the Committee may take any action
or make any determination, it may do so at any time and from time to time as in
its sole discretion it determines, unless specifically stated to the contrary
herein.
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