Exhibit 10.10
THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
(AS AMENDED DECEMBER 1, 1999)
THOMAS & BETTS CORPORATION
EXECUTIVE RETIREMENT PLAN
AS AMENDED DECEMBER 1, 1999
INTRODUCTION
Thomas & Betts Corporation (the "Company") has adopted this Executive Retirement
Plan effective as of September 2, 1992, as amended on December 16, 1993 and as
further amended on December 1, 1999, to provide additional retirement income and
death benefit protection to certain officers of the Company in recognition of
their contribution to the Company in carrying out senior management
responsibilities. The terms and conditions of participation and benefits under
this Executive Retirement Plan are set out in this document.
All benefits payable under this Plan, which is intended to constitute a
non-qualified, unfunded deferred compensation plan for a select group of
management employees under Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), shall be paid out of the general assets of
the Company.
ARTICLE I. DEFINITIONS
1.01 "ACTUARIAL EQUIVALENT" shall mean the equivalent value when computed
based on the UP-84 Mortality Table and an interest rate equal to 100
percent of the interest rate which would be used by the Pension Benefit
Guaranty Corporation (under the pre-11/l/93 methodology) for valuing
immediate annuities for single employer plans that terminate on the
first day of the month in which the Eligible Employee's Benefit
payments commence (the "PBGC Interest Rate").
1.02 "AFFILIATED COMPANY" shall mean any company not participating in the
Plan which is a member of a controlled group of corporations (as
defined in Section 414(b) of the Code) which also includes as a member
the Company; any trade or business under common control (as defined in
Section 414(c) of the Code) with the Company; any organization (whether
or not incorporated) which is a member of an affiliated service group
(as defined in Section 414(m) of the Code) which includes the Company;
and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code.
1.03 "AVERAGE MONTHLY COMPENSATION" shall mean the average monthly
Compensation of an Eligible Employee during any sixty (60) consecutive
months during his employment with the Company or an Affiliated Company
affording the highest such average. Compensation for this purpose shall
mean Compensation as defined in Section 1.10.
1.04 "BENEFICIARY" shall mean the person or persons designated by an
Eligible Employee as beneficiary in a time and manner determined by the
Committee. If the Eligible Employee fails to designate a Beneficiary or
if the Beneficiary predeceases the Eligible Employee, the Eligible
Employee's spouse shall be the Beneficiary or if no spouse survives the
Eligible Employee, the Eligible Employee's estate shall be the
Beneficiary. An Eligible Employee may change his designated Beneficiary
in a time and manner determined by the Committee.
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1.05 "BENEFIT" shall mean the payments payable under Article 2 of this Plan.
1.06 "BOARD OF DIRECTORS" shall mean the Board of Directors of Thomas &
Betts Corporation.
1.07 "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
1.08 "COMMITTEE" shall mean the Company's Human Resources Committee of the
Board of Directors, any successor or substitute committee thereto, or,
during any period of time when no such committee is in existence, the
Company's entire Board of Directors.
1.09 "COMPANY" shall mean the Thomas & Betts Corporation or any successor by
merger, purchase or otherwise, with respect to its employees and such
affiliated companies authorized by the Board of Directors, on such
terms and conditions as the Board may determine, to participate in the
Plan.
1.10 "COMPENSATION" shall mean the base cash compensation paid to an
Eligible Employee in respect of each month for services rendered to the
Company by such Eligible Employee, plus the amount paid pursuant to the
provisions of the Officer Profit Sharing Plan and the Management
Incentive Plan or such substitute or similar plans, determined prior to
any pre-tax contributions under a "qualified cash or deferred
arrangement" (as defined under Section 401(k) of the Code and its
applicable regulations) or under a "cafeteria plan" (as defined under
Section 125 of the Code and its applicable regulations)
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and prior to any amount which an Eligible Employee has elected to defer
under the Thomas & Betts Supplemental Executive Investment Plan.
1.11 "CREDITED SERVICE" shall mean with respect to an Eligible Employee
service determined pursuant to the provisions of Section 2.9 of the
Retirement Plan. Notwithstanding the foregoing, an Eligible Employee
may, subject to the approval by the Board of Directors, be granted
additional years of Credited Service either for purposes of determining
the amount of Benefits under the Plan or for purposes of satisfying the
service eligibility requirements necessary for Benefits under the Plan
or both. The number of years of Credited Service so granted, if any,
shall be set forth in Appendix A.
1.12 "EFFECTIVE DATE" shall mean September 2, 1992.
1.13 "ELIGIBLE EMPLOYEE" shall mean an employee who occupies a position of
senior management with the Company who has been approved by the
Committee and who is listed on Appendix A, as amended from time to
time. No employee who is a party to a Supplemental Executive Retirement
Contract (the "SERC") shall be so approved by the Committee unless such
employee has executed, in form satisfactory to the Committee, a written
agreement terminating all of the obligations of the Company under the
SERC and canceling any entitlements thereunder in respect of such
employee.
1.14 "INVESTMENT PLAN" shall mean the Thomas & Betts Corporation Employees'
Investment Plan.
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1.15 "NORMAL RETIREMENT DATE" shall mean the first day of the calendar month
following an Eligible Employee's 65th birthday.
1.16 "PLAN" shall mean the Thomas & Betts Corporation Executive Retirement
Plan, as amended from time to time.
1.17 "RETIREE" shall mean an Eligible Employee who has completed 5 or more
years of Credited Service and attained age 55, or if such Eligible
Employee commenced employment with the Company prior to December 1,
1997, has completed 5 or more years of Credited Service and attained
age 50, and in each case, who either voluntarily terminates employment
with the Company and all Affiliated Companies at least 60 months
following September 2, 1992 or after the Company's request or demand
terminates employment with the Company and all Affiliated Companies
after September 2, 1992. For purposes of determining whether employment
commenced prior to December 1, 1997, "Company" shall not include Augat,
Inc. or any other Affiliated Company which became authorized to
participate in this Plan after November 30, 1997.
1.18 "RETIREMENT PLAN" shall mean the Thomas & Betts Retirement Pension Plan
for Salaried Employees, as amended from time to time.
1.19 "10 YEAR CERTAIN AND LIFE ANNUITY" shall mean an annuity which provides
a benefit payable during the Retiree's life and, if such Retiree dies
during the 10 year period after the date such benefit began, a lump-sum
payment shall be made to the Retiree's Beneficiary in respect of the
balance of the payments for such 10 year period.
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ARTICLE 2. AMOUNT OF PAYMENT OF BENEFITS
2.01 Payment of Benefit
Except as otherwise provided in Section 2.07 hereof, Benefits shall be
payable by the Company only with respect to an Eligible Employee who
becomes a Retiree, subject to the provisions of Section 3.07. Such
Benefits shall be payable from the general assets of the Company.
2.02 Amount of Benefit
The monthly amount of the Benefit payable in the form of a 10 Year
Certain and Life Annuity shall be equal to:
(a) 2.5 percent of the Eligible Employee's Average Monthly
Compensation multiplied by the first 20 years of his Credited
Service plus 1.5 percent of the Eligible Employee's Average
Monthly Compensation multiplied by the next 15 years of his
Credited Service
MINUS
(b) The sum of (i) and (ii) where
(i) equals the monthly amount of benefit which is or
would be payable to the Eligible Employee, assuming
such benefit commenced on his date of termination of
employment pursuant to the provisions of the
Retirement Plan in the form of a 100% Joint and
Survivor Annuity (an Eligible Employee who is
unmarried at the time the Benefit is determined shall
be
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deemed, for purposes of the Plan, to have a survivor
annuitant born on the same date as the Eligible
Employee), and
(ii) equals the monthly amount of benefit payable under a
prior employer's retirement program as set forth in
Appendix A.
The Committee shall determine, in good faith, the appropriate amount of offset
under Section 2.02(b)(ii) to be used in calculating any Benefit under this Plan
(including, without limitation, converting such monthly benefit under Section
2.02(b)(ii) to an appropriate benefit form) and each Eligible Employee shall
cooperate with the Committee by providing any information (certifiable or
otherwise) necessary to make such determination.
2.03 Form of Payment
(a) Unless a Retiree has elected an optional form of benefit, as
provided herein, the automatic form of payment under this Plan
deemed to have been elected by such Retiree upon becoming an
Eligible Employee shall be a 10 Year Certain and Life Annuity,
providing for monthly payments to the Retiree for his lifetime
with a guaranteed minimum of one hundred twenty (120) monthly
payments and if the Retiree dies prior to receiving the full
one hundred twenty (120) monthly payments, the remainder of
the guaranteed payments shall be commuted and paid in one lump
sum to the named Beneficiary in full discharge of the
obligation of the Plan. In the absence of a named Beneficiary,
the commuted value of the remaining guaranteed payments will
be paid to the Retiree's estate.
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(b) Any Eligible Employee may, upon becoming an Eligible Employee,
elect in writing that his Benefit be paid in the form of a
100% Joint and Survivor Annuity of Actuarial Equivalent value
to the Benefit otherwise payable under Section 2.03(a) above,
providing for a reduced monthly benefit during his lifetime
with 100% of such reduced monthly benefit continuing to his
surviving spouse to whom he was married on the date his
Benefit payments commenced for the remainder of such spouse's
lifetime. If the Retiree and the spouse to whom he was married
on the date his Benefit payments commenced die before
receiving one hundred twenty (120) monthly payments, the
remainder of the one hundred twenty (120) guaranteed payments
will be commuted and paid in one lump sum to the named
beneficiary of the last surviving annuitant in full discharge
of the obligation of the Plan. This optional form of benefit
shall become effective on the first day of the month for which
the Retiree's Benefit is first payable. If the Retiree's
spouse dies before the first day of the month for which the
Retiree's Benefit is first payable, this optional form of
payment shall be revoked and payments shall be made pursuant
to the provisions of Section 2.03(a) above.
(c) Any Eligible Employee may, upon becoming an Eligible Employee,
elect in writing that his Benefit be paid to him (or his
Beneficiary if he dies prior to payment under paragraph (d)
below) in one single payment of Actuarial Equivalent value to
the Benefit otherwise payable under Section 2.03(a) above.
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(d) Payments shall commence as of the first day of the month
following the Eligible Employee's termination of employment or
as soon as administratively practicable thereafter.
(e) Any Eligible Employee may change his payment form election by
making a new payment form election at any time; provided,
however, that no such election shall be effective unless it
shall have been made and submitted to the Committee prior to
the last day of the calendar year prior to the calendar year
in which the Eligible Employee terminates employment with the
Company and each Affiliated Company.
2.04 Commencement of Benefit on or after Normal Retirement Date
A Retiree who terminates employment on or after his Normal Retirement
Date shall receive his Benefit commencing on the first day of the month
following his termination of employment, subject to the provisions of
Section 3.07. In that case, his Benefit shall be equal to the Benefit
determined pursuant to the provisions of Section 2.02 on the basis of
his Average Monthly Compensation and Credited Service on the date of
his termination of employment.
2.05 Commencement of Benefit Before Normal Retirement Date
(a) Unless the provisions of Section 2.05(b) below are applicable,
a Retiree whose employment terminates for any reason prior to
his Normal Retirement Date shall receive a Benefit commencing
on the first day of the month following his
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termination of employment, subject to the provisions of
Section 3.07. In such case, his Benefit shall be equal to the
Benefit determined under the provisions Section 2.02 on the
basis of his Average Monthly Compensation and Credited Service
on the date of his termination of employment; provided,
however, the portion of his Benefit determined under the
provisions of Section 2.02(a) shall be reduced by 3.6% for
each year and 1/12 of 3.6% for each month of a fractional year
by which the date the Retiree's Benefit begins prior to the
60th anniversary of his birth.
(b) A Retiree who terminates employment at the Company's request
prior to his Normal Retirement Date shall, subject to the
approval of the Committee and the provisions of Section 3.07,
receive a special early Benefit commencing on the first day of
the month following his termination of employment. The special
early Benefit shall be equal to:
(i) his Benefit determined pursuant to the provisions of
Section 2.02 on the basis of his Average Monthly
Compensation and Credited Service on his date of
termination of employment; provided, however, the
portion of his Benefit determined under the
provisions of Section 2.02(a) shall be calculated on
the basis of the Credited Service he accrued to his
date of termination of employment plus any additional
service he would have accrued pursuant to the
provisions of Section 1.11 after his termination of
employment if he had remained in the employ of the
Company until his 60th birthday; increased by
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(ii) (A) in the case of any Benefit payable in the
form described in Sections 2.03(a) or (b),
the Social Security cost of living
percentage increase granted on Social
Security benefits paid in the year of such
Retiree's termination of employment and on
each anniversary of such Retiree's
termination of employment occurring prior to
his Normal Retirement Date, the Benefit
determined under the provisions of Section
2.02(a) and paragraph (b) of this Section
2.05 shall be increased by the Social
Security cost of living percentage increase
granted on Social Security benefits paid in
such calendar year; provided, however, the
total number of such cost of living
increases applied to a Retiree's Benefit
under this subparagraph (ii) shall not
exceed five, and the cost of living increase
percentage applied to a Retiree's Benefit
under this subparagraph (ii) each year shall
not exceed 5%; or
(B) in the case of any Benefit payable in the
form described in Section 2.03(c), a
projected and compounded deemed Social
Security cost of living percentage increase
equal to 5% of such Benefit for the year of
such Retiree's termination and 5% of such
Benefit, as cumulatively increased, for each
anniversary of such Retiree's termination
occurring prior to his Normal Retirement
Date; provided, however, the total number of
such deemed cost of living
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increases applied to a Retiree's Benefit
under this subparagraph (ii)(B) shall not
exceed five.
2.06 Disability Benefit
An Eligible Employee who has not reached his Normal Retirement Date and
who ceases to be employed by the Company and each Affiliated Company on
account of disability to be credited with Credited Service if (i) such
Eligible Employee has completed 5 years of Credited Service (computed
in the same manner described in Section 1.17) and has reached his 55th
birthday, or if such Eligible Employee commenced employment with the
Company prior to December 1, 1997, his 50th birthday, or (ii) such
employment cessation occurs after the date specified in Appendix A with
respect to such Eligible Employee; PROVIDED, HOWEVER, such Credited
Service shall only continue if such Eligible Employee is eligible for
and is continuously receiving disability benefits under the Company's
long-term disability program. There shall also be included in his
Credited Service any applicable waiting period for disability benefits
under the Company's long-term disability plan; provided that after
expiration of such period the Eligible Employee becomes entitled to
such disability benefits. Upon reaching age 65, such disabled Eligible
Employee shall be entitled to a disability Benefit in an amount
determined under Section 2.02, based on his Average Monthly
Compensation at the time he ceased employment on account of disability
and his Credited Service based on Section 1.11 and the preceding
provisions of this Section 2.06. For purposes of Section 2.06(i),
"Company" shall not include Augat, Inc. or any other Affiliated Company
which became authorized to participate in this Plan after November 30,
1997.
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2.07 Pre-Retirement Death Benefit
(a) If (i) prior to his employment termination, an Eligible
Employee dies after he has completed 5 or more years of
Credited Service and reached his 55th birthday, or if such
Eligible Employee commenced employment with the Company prior
to December 1, 1997, his 50th birthday, (ii) an Eligible
Employee dies prior to his termination of employment, but
after the date specified in Appendix A with respect to such
Eligible Employee, or (iii) an Eligible Employee dies while
accruing Credited Service under Section 2.06, a spouse's
Benefit shall be payable to his surviving spouse. Such
spouse's Benefit shall be a lump sum payment which is
Actuarially Equivalent to the amount of monthly benefit the
spouse would have received if the Benefit which the Eligible
Employee would have received under Section 2.02 of this Plan,
reduced pursuant to the provision of Section 2.05(a) of this
Plan, had commenced on the Eligible Employee's date of death
in the form of a 100% joint and survivor annuity and the
Eligible Employee had died immediately thereafter. Such
spouse's benefit shall be paid as soon as practicable
following such Eligible Employee's date of death. For purposes
of Section 2.07(a)(i), "Company" shall not include Augat, Inc.
or any other Affiliated Company which became authorized to
participate in this Plan after November 30, 1997.
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2.08 Restoration of Service
If an Eligible Employee who retired or otherwise terminated employment
is restored to employment with the Company or an Affiliated Company,
the monthly payments under the Plan shall be discontinued and, upon
subsequent retirement or termination of employment with the Company or
any Affiliated Company, the Eligible Employee's Benefit shall be
computed in accordance with the provisions of this Article 2, as
applicable, and shall be reduced by the actuarial equivalent value of
the Benefit payments he received prior to his subsequent retirement.
2.09 Designation of Beneficiary
For purposes of Sections 2.03 and 2.07, each Eligible Employee shall
file a written designation of Beneficiary with the Committee upon
qualifying for participation hereunder. Such designation shall remain
in force until revoked by the Eligible Employee by filing a new
beneficiary form with the Committee.
2.10 Receipt of Single-Sum Payment
If any Retiree has received a single sum payment under Section 2.03(c)
above, such Retiree's Beneficiary shall have no further interest in the
Plan or any benefits payable thereunder.
ARTICLE 3. GENERAL PROVISIONS
3.01 Administration
The administration of the Plan, the exclusive power to interpret it,
and the responsibility for carrying out its provisions are vested in
the Committee. The Committee shall have
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full discretionary authority to interpret the Plan and resolve all
matters arising in connection with the Plan. The Committee may adopt
procedural rules and may employ and rely on such legal counsel,
actuaries, accountants and agents as it may deem advisable to assist in
the administration of the Plan. Decisions of the Committee shall be
conclusive and binding on all persons. The expenses of the Committee
attributable to the administration of this Plan shall be paid directly
by the Company.
3.02 Funding
(a) All amounts payable in accordance with this Plan shall
constitute a general unsecured obligation of the Company. Such
amounts, as well as any administrative costs relating to the
Plan, shall be paid out of the general assets of the Company,
unless the provisions of paragraph (b) below are applicable.
(b) The Board of Directors may, for administrative reasons,
establish a grantor trust for the benefit of Eligible
Employees in the Plan. The assets of said trust will be held
separate and apart from other Company funds and shall be used
exclusively for the purposes set forth in the Plan and the
applicable trust agreement, subject to the following
conditions:
(i) the creation of said trust shall not cause the Plan
to be other than "unfunded" for purposes of Title I
of ERISA;
(ii) the Company shall be treated as the "grantor" of said
trust for purposes of Section 671 and 677 of the
Internal Revenue Code; and
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(iii) said trust agreement shall provide that its assets
may be used to satisfy claims of the Company's
general creditors, provided that the rights of such
general creditors are enforceable under federal and
state law.
3.03 No Contract of Employment
The establishment of the Plan shall not be construed as conferring any
legal right upon any person for a continuation of employment, nor shall
it interfere with the right of the Company to discharge any employee.
3.04 Competency
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 Company, 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
for the benefit of his spouse, children or other dependents, an
institution maintaining or having custody of such person, 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 Company may deem proper. Any such payment
shall be in complete discharge of the liability of the Company
therefor.
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3.05 Withholding Taxes
The Company shall have the right to deduct from each payment to be made
under the Plan any required withholding taxes.
3.06 Nonalienation
Except insofar as may otherwise be required by law, no amount payable
at any time under the Plan shall be subject in any manner to alienation
by anticipation, sale, transfer, assignment, bankruptcy, pledge,
attachment, charge or encumbrance of any kind nor in any manner be
subject to the debts or liabilities of any person and any attempt to so
alienate or subject any such amount, whether presently or thereafter
payable, shall be void. If any person shall attempt to, or shall,
alienate, sell, transfer, assign, pledge, attach, charge or otherwise
encumber any amount payable under the Plan, or any part thereof, or if
by reason of his bankruptcy or other event happening at any such time
such amount would be made subject to his debts or liabilities or would
otherwise not be enjoyed by him, then the Committee, if it so elects,
may direct that such amount be withheld and that the same or any part
thereof be paid or applied to or for the benefit of such person, his
spouse, children or other dependents, or any of them, in such manner
and proportion as the Committee may deem proper.
3.07 Forfeiture for Cause
In the event that an Eligible Employee or Retiree shall at any time be
convicted for a crime involving dishonesty or fraud on the part of such
Eligible Employee or Retiree in his relationship with the Company or an
Affiliated Company, all benefits that would
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otherwise be payable to him under the Plan shall be forfeited. If a
Retiree shall at any time be under indictment for any such crime any
Benefit amounts payable to such Retiree shall be suspended pending
conviction, dismissal or acquittal in respect thereof. If the Retiree
is not convicted, the suspended amounts shall be paid to him (with
simple interest accruing at the PBGC Interest Rate) within thirty days
after the date of the dismissal or acquittal. For this purpose, any
so-called ALFORD plea or plea of NOLO CONTENDERE shall be deemed to
constitute an acquittal.
3.08 Mergers/Transfers
This Plan shall be binding upon and inure to the benefit of the Company
and its successors and assignees and the Eligible Employee, his
designees and his estate. Nothing in this Plan shall preclude the
Company from consolidating or merging into or with, or transferring all
or substantially all of its assets to, another corporation which
assumes this Plan and all obligations of the Company hereunder. Upon
such a consolidation, merger or transfer of assets and assumption, the
term "Company" shall refer to such other corporation and this Plan
shall continue in full force and effect.
3.09 Change of Control
Notwithstanding any other provision of the Plan, in the case of an
Eligible Employee who has an employment agreement with the Company
which provides for his or her continued employment following a change
of control ("Employment Agreement"), the following provisions shall
apply in the event that such Eligible Employee's employment with the
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Company is terminated under the circumstances described in Section 7(d)
of his or her Employment Agreement:
(a) Such Eligible Employee, if not a Retiree as defined in Section
1.17, shall be deemed to be a Retiree and shall be entitled to
a Benefit determined in accordance with Section 2.02,
provided, however, that Section 2.02(a)(ii) shall not apply;
(b) For purposes of Section 2.02(a)(i), such Eligible Employee's
years of Credited Service shall be increased by a period of
time equal to the Remainder of the Employment Period (as
defined in Section 7(d)(i)(D) of the Employment Agreement);
and
(c) The Actuarial Equivalent value of such Eligible Employee's
Benefit (determined in accordance with the foregoing
provisions of this Section 3.085) shall be paid to him or her
in a lump sum within 30 days after the date of termination of
his or her employment.
3.10 Calculations
Whenever, under this Plan, it is necessary to determine whether one
benefit is less than, equal to, or larger than another, whether or not
such benefits are provided under this Plan, such determination shall be
made by the Company's independent consulting actuary, using mortality
and interest (unless otherwise specified in this Plan) and any other
assumptions normally used at the time by such actuary in determining
actuarial equivalents under the Retirement Plan.
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3.11 Elections
All elections, designations, requests, notices, instructions, and other
communications from an Eligible Employee, Retiree, 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 Certified or Registered mail, Return Receipt Requested, or
personally delivered to the principal offices of the Corporation, and
shall be deemed to have been given and delivered only upon actual
receipt thereof at such location.
3.12 Acceleration of Payment
Notwithstanding any other provision of the Plan to the contrary, the
Company shall make payments hereunder to a Retiree or Beneficiary
before such payments are otherwise due if the Committee determines,
based on a change in the tax or revenue laws of the United States of
America, a published ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of the
Treasury or his delegate, a decision by a court of competent
jurisdiction involving an Eligible Employee, Retiree or Beneficiary, or
a closing agreement made under Code Section 7121 that is approved by
the Internal Revenue Service and involves an Eligible Employee, Retiree
or Beneficiary, that an Eligible Employee, Retiree or Beneficiary has
recognized or will recognize income for federal income tax purposes
with respect to amounts that are or will be payable to him under the
Plans before they are paid to him. In such cases, any such Retiree or
Beneficiary so affected shall receive the remaining Benefit payments
payable to him and, where appropriate, his Beneficiary in one single
payment of Actuarial
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Equivalent value to such remaining payments. Upon receipt of such
accelerated payment the provisions of Section 2.10 shall apply to any
Beneficiary of such Retiree.
3.13 Construction
(a) The Plan is intended to constitute an unfunded deferred
compensation arrangement for a select group of management or
highly compensated employees and therefore exempt from the
requirements or Sections 201, 301 and 401 of ERISA. All rights
hereunder shall be governed by and construed in accordance
with the laws of the State of Tennessee and, except to the
extent otherwise herein provided, in accordance with the
provisions of the Retirement Plan.
(b) The masculine pronoun shall mean the feminine wherever
appropriate.
(c) 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.
3.14 Insurance Products
The Company may require each Eligible Employee to assist it in
obtaining life insurance policies on the lives of each Eligible
Employee, which policies would be owned by, and be payable to, the
Company. The Eligible Employee may be required to complete an
application for life insurance, furnish underwriting information
including medical examinations by a life insurance company-approved
examiner, and authorize release of medical history to the life
insurance company's underwriter, as designated by the
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Company. An Eligible Employee shall have no right or interest in such
policies or the proceeds thereof.
3.15 Nature of Obligation
No Eligible Employee, Retiree or Beneficiary shall have any interest in
any specific asset of the Company or any Affiliated Company as a result
of the Plan. Nothing contained herein shall be deemed to create a trust
of any kind or any fiduciary relationship between the Company (or any
Affiliated Company) and any Eligible Employee, Retiree or Beneficiary.
Any right to receive any Benefit under the Plan shall only be the right
of a general unsecured creditor.
3.16 Legal Fees
In the event that any claim by an Eligible Employee for payment of any
benefit under the Plan is disputed by the Company or the trustee of any
"rabbi" trust created in connection therewith, or any other dispute in
respect of the Plan or any such trust arises between any Eligible
Employee, the Company and/or such trustee, any such Eligible Employee
shall be promptly reimbursed for all reasonable attorney fees and
expenses, after satisfaction by the Eligible Employee of a lifetime
deductible equal to $25,000, incurred by any such Eligible Employee (i)
in pursuing any such claim, or (ii) in connection with any such other
dispute.
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ARTICLE 4. AMENDMENT, TERMINATION, OR PARTICIPANT REMOVAL
The Board of Directors reserves the right to modify or to amend, in whole or in
part, or to terminate this Plan at any time. However, no modification, amendment
or termination of the Plan shall reduce the Benefit being paid to a Retiree as
of the date of any such amendment or termination. In respect of any Eligible
Employee, no modification or amendment shall adversely affect such Eligible
Employee, unless such Eligible Employee consents to such modification or
amendment in writing, and, if the Plan is terminated by the Company, each
Eligible Employee shall be entitled to a Benefit calculated under Article 2
above, based on such Eligible Employee's service and compensation to the date of
such plan termination.
Also, with respect to an Eligible Employee who is not a Retiree pursuant to
Section 1.17 of the Plan, if such Eligible Employee is removed as a participant
from the Plan by the Committee, then such former Eligible Employee shall have no
rights to any Benefits under the Plan, but rather such former Eligible Employee
shall only have those rights that are available to such former Eligible Employee
under the Company's other benefit plans.
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IN WITNESS WHEREOF, THOMAS & BETTS CORPORATION has caused this Plan, as
amended, to be duly executed this 1st day of December, 1999.
Attest: THOMAS & BETTS CORPORATION
/s/ Jerry Kronenberg By: /s/ Clyde R. Moore
- ---------------------------------- --------------------------------------
Jerry Kronenberg Clyde R. Moore
Vice President-General Counsel and President and Chief Executive Officer
Secretary
(Corporate Seal)
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