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Exhibit 10.3
2001 RESTATEMENT OF THE
HARRAH'S ENTERTAINMENT, INC.
EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
TABLE OF CONTENTS
PAGE
ARTICLE ONE PREAMBLE ..........................................................1
ARTICLE TWO DEFINITIONS .......................................................1
2.1 "Account" or "Accounts"......................................1
2.2 "Affiliate"..................................................1
2.3 "Beneficiary"................................................1
2.4 "Board" .....................................................2
2.5 "Bonus" .....................................................2
2.6 "Change of Control"..........................................2
2.7 "Code" ......................................................3
2.8 "Company"....................................................3
2.9 "Compensation"...............................................3
2.10 "DCP" .......................................................3
2.11 "Deferral Contribution"......................................3
2.12 "Deferral Contribution Account"..............................3
2.13 "Deferral Period"............................................3
2.14 "Disability" or "Disabled"...................................4
2.15 "Discretionary Contribution".................................4
2.16 "Discretionary Contribution Account".........................4
2.17 "EDCP" ......................................................4
2.18 "EDCP Committee".............................................4
2.19 "EDCP Investment Committee"..................................4
2.20 "EDCP Pre-Termination Withdrawal"............................4
2.21 "EDCP Retirement Account"....................................4
2.22 "EDCP Termination Account"...................................4
2.23 "Effective Date".............................................4
2.24 "Employee"...................................................4
2.25 "Employer"...................................................4
2.26 "Enhancement Contribution"...................................5
2.27 "ERISA" .....................................................5
2.28 "HRC" .......................................................5
2.29 "Investment Fund"............................................5
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TABLE OF CONTENTS
PAGE
2.30 "Matching Contribution"......................................5
2.31 "Matching Contribution Account"..............................5
2.32 "Matching Limit".............................................5
2.33 "Participant"................................................5
2.34 "Participation Agreement"....................................5
2.35 "Pay Status".................................................5
2.36 "Plan" ......................................................5
2.37 "Salary" ....................................................5
2.38 "Savings and Retirement Plan"................................6
2.39 "Trust Agreement"............................................6
2.40 "Trust Fund".................................................6
2.41 "Trustee"....................................................6
2.42 "Valuation Date".............................................6
2.43 "Years of Vesting Service"...................................6
ARTICLE THREE ELIGIBILITY .....................................................6
3.1 Selection Of Participants....................................6
3.2 Participation Agreement......................................7
3.3 Revised Participation Agreement..............................8
3.4 Discontinuance Of Participation..............................8
3.5 Reemployment.................................................8
3.6 Adoption By Affiliates.......................................8
ARTICLE FOUR CONTRIBUTIONS ....................................................9
4.1 Participant Contributions....................................9
4.2 Matching Contributions.......................................9
4.3 Change In Contributions.....................................10
4.4 Suspension Of Contributions.................................10
4.5 Transferred Contributions...................................11
4.6 Discretionary Contributions.................................12
4.7 Enhancement Contributions...................................12
ARTICLE FIVE WITHDRAWALS .....................................................13
5.1 Acceleration Of Benefits....................................13
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TABLE OF CONTENTS
PAGE
5.2 Account Adjustments.........................................14
5.3 Limitation On Distributions.................................14
5.4 In-Service Withdrawals for EDCP Transfers...................15
ARTICLE SIX CREDITING OF CONTRIBUTIONS AND INCOME.............................16
6.1 Account Allocations.........................................16
6.2 Subaccounts.................................................16
6.3 Hypothetical Investment Funds...............................16
6.4 Investment Direction........................................16
6.5 Rate of Return..............................................16
6.6 Application to Beneficiaries................................17
6.7 EDCP Investment Committee...................................17
ARTICLE SEVEN VESTING ........................................................18
7.1 Vesting Of Benefits.........................................18
7.2 Changes In Vesting Schedule.................................19
ARTICLE EIGHT PAYMENT OF BENEFITS.............................................19
8.1 Time Of Payment.............................................19
8.2 Method Of Payments..........................................19
8.3 Beneficiary Designations....................................21
8.4 Limitation On Distributions.................................21
8.5 Withholding and Payroll Taxes...............................21
ARTICLE NINE ADMINISTRATION OF THE PLAN.......................................22
9.1 Adoption Of Trust...........................................22
9.2 Powers Of The EDCP Committee................................22
9.3 Creation Of Committee.......................................22
9.4 Appointment Of Agents.......................................23
9.5 Majority Vote And Execution Of Instruments..................23
9.6 Allocation Of Responsibilities..............................23
9.7 Conflict Of Interest........................................23
9.8 Indemnification.............................................23
9.9 Action Taken By Employer....................................23
9.10 Fiduciary Authority.........................................23
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TABLE OF CONTENTS
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9.11 Participant Statements......................................23
ARTICLE TEN CLAIM REVIEW PROCEDURE............................................24
10.1 General ....................................................24
10.2 Appeals ....................................................24
10.3 Notice Of Denials...........................................25
ARTICLE ELEVEN LIMITATION ON ASSIGNMENT; PAYMENTS TO
LEGALLY INCOMPETENT DISTRIBUTEE.............................................25
11.1 Anti-Alienation Clause......................................25
11.2 Permitted Arrangements......................................25
11.3 Payment To Minor Or Incompetent.............................25
ARTICLE TWELVE AMENDMENT, MERGER AND TERMINATION..............................25
12.1 Amendment...................................................25
12.2 Merger Or Consolidation Of Company..........................26
12.3 Termination Of Plan Or Discontinuance Of Contributions......26
12.4 Continuation of Plan Following A Change of Control..........26
12.5 Limitation Of Company's Liability...........................26
ARTICLE THIRTEEN GENERAL PROVISIONS...........................................27
13.1 Limitation Of Rights........................................27
13.2 Construction................................................27
13.3 Status Of Participants As Unsecured Creditors...............27
13.4 Status Of Trust Fund........................................27
13.5 Funding Upon A Change Of Control............................28
13.6 No Liability For Acceleration Of Payments...................28
13.7 Uniform Administration......................................28
13.8 Heirs And Successors........................................28
13.9 Electronic Administration...................................28
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2001 RESTATEMENT OF THE
HARRAH'S ENTERTAINMENT, INC.
EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
ARTICLE ONE
PREAMBLE
HARRAH'S ENTERTAINMENT, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), adopted the Harrah's
Entertainment, Inc. Executive Supplemental Savings Plan (the "Plan") in order to
provide key executives with an opportunity and incentive to save for retirement
and other purposes. The Plan is hereby amended and restated effective April 1,
2001, to permit discretionary contributions, to delegate certain amendment
authority, to remove the restrictions on installment payments and to make
certain other changes.
The purpose of this Plan is to provide a select group of management or
highly compensated employees of the Company and certain of its affiliates with
the opportunity to defer a portion of their compensation and to receive
contributions from their employers. As a result, the Plan shall be considered a
"top hat plan", exempt from many of the requirements of the Employee Retirement
Income Security Act of 1974 ("ERISA"). This Plan is not intended to "qualify"
for favorable tax treatment pursuant to Section 401(a) of the Internal Revenue
Code of 1986 (the "Code") or any successor section or statute.
ARTICLE TWO
DEFINITIONS
When a word or phrase appears in this Plan with the initial letter
capitalized, and the word or phrase does not begin a sentence, the word or
phrase shall generally be a term defined in this Article Two or in the Preamble.
The following words and phrases used in the Plan with the initial letter
capitalized shall have the meanings set forth in this Article Two, unless a
clearly different meaning is required by the context in which the word or phrase
is used:
2.1 "ACCOUNT" or "ACCOUNTS" means the accounts which may be maintained
by the EDCP Committee to reflect the interest of a Participant or the
Beneficiary of a deceased Participant under the Plan.
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2.2 "AFFILIATE" means (a) a corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as is the Company, (b) any other trade or business (whether or not
incorporated) controlling, controlled by, or under common control (within the
meaning of Section 414(c) of the Code) with the Company, and (c) any other
corporation, partnership, or other organization which is a member of an
affiliated service group (within the meaning of Section 414(m) of the Code) with
the Company or which is otherwise required to be aggregated with the Company
pursuant to Section 414(o) of the Code.
2.3 "BENEFICIARY" means the person or trust that a Participant, in his
most recent written designation filed with the EDCP Committee, shall have
designated to receive his benefit under the Plan in the event of his death or,
if applicable, the person or entity determined in accordance with Section 8.3
(BENEFICIARY DESIGNATIONS).
2.4 "BOARD" means the Board of Directors of the Company.
2.5 "BONUS" means the incentive payment or payments earned by a
Participant during a Deferral Period pursuant to the Company's Annual Management
Bonus Plan, the Company's Senior Executive Incentive Plan and/or the Company's
Player Development Bonus Program, as such plans may be amended from time to
time, and those short-term cash incentive plans that are approved by the EDCP
Committee or its delegate, the Senior Vice President of Human Resources.
2.6 "CHANGE OF CONTROL" means and includes each of the following:
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(a) Any "person" (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other
than an employee benefit plan of the Company, or a trustee or other fiduciary
holding securities under an employee benefit plan of the Company, is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of 25% or more of the Company's then outstanding voting
securities carrying the right to vote in elections of persons to the Board,
regardless of comparative voting power of such voting securities, and regardless
of whether or not the Board shall have approved the acquisition of such
securities by the acquiring person; or
(b) During any period of two consecutive years, individuals who, at the
beginning of such period, constitute the Board together with any new director(s)
(other than a director designated by a person who shall have entered into an
agreement with the Company to effect a transaction described in clauses (i) or
(iii) of this Subsection) whose election by the Board or nomination for election
by the Company's stockholders was approved by a vote of at least two-thirds of
the directors then still in office who either were directors at the beginning of
the two year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or
(c) The holders of securities of the Company entitled to vote thereon
approve the following:
(1) A merger or consolidation of the Company with any other
corporation regardless of which entity is the surviving company, other
than a merger or consolidation which would result in the voting
securities of the Company carrying the right to vote in elections of
persons to the Board outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least 80% of (a) the
Company's then outstanding voting securities carrying the right to vote
in elections of persons to the Board, or (b) the voting securities of
such surviving entity outstanding immediately after such merger or
consolidation, or
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(2) A plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
(d) Notwithstanding the definition of a "Change of Control" of the
Company as set forth in this Section 2.6, the HRC shall have full and final
authority, which shall be exercised in its discretion, to determine conclusively
whether a Change of Control of the Company has occurred, and the date of the
occurrence of such Change of Control and any incidental matters relating
thereto, with respect to a transaction or series of transactions which have
resulted or will result in a substantial portion of the assets or business of
the Company (as determined, prior to the transaction or series of transactions,
by the HRC in its sole discretion which determination as to whether a
substantial portion is involved shall be final and conclusive) being held by a
corporation at least 80% of whose voting securities are held, immediately
following such transaction or series of transactions, by holders of the voting
securities of the Company (as determined by the HRC in its sole discretion prior
to such transaction or series of transactions which determination as to whether
the 80% amount will be satisfied shall be final and conclusive). The HRC may
exercise any such discretionary authority without regard to whether one or more
of the transactions in such series of transactions would otherwise constitute a
Change in Control of the Company under the definition set forth in this
Section 2.6.
2.7 "CODE" means the Internal Revenue Code of 1986, as amended.
2.8 "COMPANY" means Harrah's Entertainment, Inc.
2.9 "COMPENSATION" means, for each Deferral Period, the total Salary
paid to the Participant and the Bonus earned by the Participant.
2.10 "DCP" means Harrah's Entertainment, Inc. Deferred Compensation
Plan, as it may be amended from time to time.
2.11 "DEFERRAL CONTRIBUTION" means a contribution by a Participant
pursuant to Section 4.1 (PARTICIPANT CONTRIBUTIONS) of this Plan.
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2.12 "DEFERRAL CONTRIBUTION ACCOUNT" means the Account maintained to
record the Deferral Contributions made by a Participant pursuant to Section 4.1
(PARTICIPANT CONTRIBUTIONS), as adjusted to reflect the rate of return on the
hypothetical Investment Funds selected by the Participant in accordance with
Section 6.4 (INVESTMENT DIRECTION) and other credits or charges called for by
this Plan.
2.13 "DEFERRAL PERIOD" means, generally, the 12 month period beginning
on each January 1 and ending on the next following December 31. The initial
Deferral Period shall commence as soon as administratively feasible after the
Effective Date and shall end on the next following December 31. With respect to
Participants who enter the Plan after the Effective Date, the initial Deferral
Period shall commence on the date the Participant is notified of his eligibility
to participate in the Plan in accordance with Section 3.1 (SELECTION OF
PARTICIPANTS) and shall end on the next following December 31.
2.14 "DISABILITY" or "DISABLED" means, for purposes of this Plan, that
the Participant qualifies to receive long term disability payments under the
Employer's long term disability insurance program, as it may be amended from
time to time.
2.15 "DISCRETIONARY CONTRIBUTION" means an Employer contribution
determined in accordance with Sections 4.6 or 4.7 of this Plan, which may, in
the discretion of the Employer, be transferred to the Trust.
2.16 "DISCRETIONARY CONTRIBUTION ACCOUNT" means the Account maintained
to record the Discretionary Contributions calculated in accordance with Section
4.6 (other than Enhancement Contributions) on behalf of a Participant, as
adjusted to reflect the rate of return on the hypothetical Investment Funds
selected by the Participant in accordance with Section 6.4 and other credits or
charges called for by this Plan. A Participant's Discretionary Contribution
Account may be divided into sub-accounts as determined by the EDCP Committee.
2.17 "EDCP" means the Harrah's Entertainment, Inc. Executive Deferred
Compensation Plan, as it may be amended from time to time.
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2.18 "EDCP COMMITTEE" means the committee designated in accordance with
Section 9.3 (CREATION OF COMMITTEE) to carry out the administrative
responsibilities under the Plan.
2.19 "EDCP INVESTMENT COMMITTEE" means the committee that has the
responsibility for selecting and monitoring performance of the Investment Funds.
2.20 "EDCP PRE-TERMINATION WITHDRAWAL" has the same meaning as it does
under the EDCP.
2.21 "EDCP RETIREMENT ACCOUNT" has the same meaning as it does under
the EDCP.
2.22 "EDCP TERMINATION ACCOUNT" has the same meaning as it does under
the EDCP.
2.23 "EFFECTIVE DATE" means April 1, 2001. With respect to each
Affiliate that adopts this Plan after April 1, 2001, the term "Effective Date"
means the date designated by the adopting Affiliate.
2.24 "EMPLOYEE" means any individual classified by an Employer as a
common law employee of the Employer. For this purpose, the classification that
is relevant is the classification in which such individual is placed by the
Employer for purposes of this Plan and the classification of such individual for
any other purpose (e.g., employment tax or withholding purposes) shall be
irrelevant. If an individual is characterized as a common law employee of the
Employer by a governmental agency or court but not by the Employer, such
individual shall be treated as an employee who has not been designated for
participation in this Plan.
2.25 "EMPLOYER" means the Company and any Affiliate that has adopted
this Plan pursuant to Section 3.6 (ADOPTION BY AFFILIATES).
2.26 "ENHANCEMENT CONTRIBUTION" means the specific Discretionary
Contribution determined in accordance with Section 4.7 of this Plan, which may,
in the discretion of the Employer, be transferred to the Trust.
2.27 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
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2.28 "HRC" means the Human Resources Committee of the Board.
2.29 "INVESTMENT FUND" means the hypothetical investment fund or funds
established by the EDCP Investment Committee pursuant to Section 6.4 (INVESTMENT
DIRECTION).
2.30 "MATCHING CONTRIBUTION" means an Employer contribution calculated
in accordance with Section 4.2 (MATCHING CONTRIBUTIONS) of this Plan, which may,
in the discretion of the Employer, be transferred to the Trust.
2.31 "MATCHING CONTRIBUTION ACCOUNT" means the Account maintained to
record the Matching Contributions calculated in accordance with Section 4.2
(MATCHING CONTRIBUTIONS) on behalf of a Participant, as adjusted to reflect the
rate of return on the hypothetical Investment Funds selected by the Participant
in accordance with Section 6.4 (INVESTMENT DIRECTION) and other credits or
charges called for by this Plan.
2.32 "MATCHING LIMIT" means the designated percentage of compensation
of Participant contributions to the Savings and Retirement Plan that are
eligible for a matching contribution under the Savings and Retirement Plan.
2.33 "PARTICIPANT" means any Employee who has been selected for
participation in the Plan. The term "Participant" also shall include former
Participants whose benefits under the Plan have not been fully distributed
pursuant to the provisions of the Plan.
2.34 "PARTICIPATION AGREEMENT" means the written agreement to defer
Salary and/or Bonus submitted by a Participant to the EDCP Committee in
accordance with Section 3.2 (PARTICIPATION AGREEMENT) or Section 3.3 (REVISED
PARTICIPATION AGREEMENT).
2.35 "PAY STATUS" means, with respect to an EDCP Pre-Termination
Withdrawal, that payments from the EDCP have commenced.
2.36 "PLAN" means the Harrah's Entertainment, Inc. Executive
Supplemental Savings Plan, as it may be amended from time to time.
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2.37 "SALARY" means the annual base salary paid to the Participant by
the Employer during the Deferral Period, before reduction for amounts deferred
pursuant to this Plan, the Savings and Retirement Plan, any plan maintained
under Section 125 of the Code or any other plan maintained by the Company or an
Employer. Salary does not include expense reimbursements, salary continuation
payments except as otherwise provided by an employment agreement or separation
agreement, or any form of non-cash compensation and benefits.
2.38 "SAVINGS AND RETIREMENT PLAN" means the Harrah's Entertainment,
Inc. Savings and Retirement Plan, as it may be amended from time to time.
2.39 "TRUST AGREEMENT" means that certain trust agreement established
pursuant to the Plan between the Company and the Trustee or any trust agreement
hereafter established, the provisions of which are incorporated herein by
reference.
2.40 "TRUST FUND" means all assets of whatsoever kind or nature held
from time to time by the Trustee pursuant to the Trust Agreement and forming a
part of this Plan, without distinction as to income and principal and without
regard to source, I.E., Employer or Participant contributions or earnings.
2.41 "TRUSTEE" means the Trustee under the Trust Agreement.
2.42 "VALUATION DATE" means the date for valuing the hypothetical
Investment Funds maintained under the Plan, which shall be each business day of
the Deferral Period.
2.43 "YEARS OF VESTING SERVICE" means the years of service credited to
an individual for vesting purposes under the Savings and Retirement Plan,
determined in accordance with all applicable provisions of the Savings and
Retirement Plan.
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ARTICLE THREE
ELIGIBILITY
3.1 SELECTION OF PARTICIPANTS.
(a) GENERAL. For purposes of Title I of ERISA, the Plan is intended to
be an unfunded plan of deferred compensation covering a select group of
management or highly compensated employees. As a result, participation in the
Plan shall be limited to Employees employed in a position classified by the
Company as a Director-level position or above, and any other Employees employed
by an Employer who are selected for participation in the Plan by the EDCP
Committee. To further ensure compliance with the ERISA participation
requirements applicable to this Plan, the Company, in the exercise of its
discretion, may exclude from participation in the Plan an individual who
otherwise meets the requirements this Section 3.1(a) for any reason, or for no
reason, as the Company deems to be appropriate.
(b) ENTRY INTO PLAN. Employees who are eligible to participate in the
Plan as of the initial Effective Date shall enter the Plan as soon as
administratively feasible following such Effective Date. Employees who become
eligible to participate in the Plan after the initial Effective Date shall enter
the Plan as of the first day of the first payroll period commencing in the
Deferral Period next following the Employee's notification of his eligibility to
participate in the Plan. Notwithstanding the foregoing, the EDCP Committee may,
in its discretion, waive the Plan entry provision set forth in the preceding
sentence and permit an Employee to enter the Plan as of the first day of any
payroll period commencing during a particular Deferral Period or, solely with
respect to a Discretionary Contribution or Enhancement Contribution, as of any
day selected by the EDCP Committee.
(c) NO WAITING PERIODS. A Participant need not complete any particular
period of service in order to be eligible to make Deferred Contributions or to
receive Discretionary Contributions (other than the second Enhancement
Contribution as provided in Section 4.7(b)). In order to receive Matching
Contributions for a Deferral Period, however, a Participant also must be
eligible to receive matching contributions under the Savings and Retirement Plan
for that
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Deferral Period, as determined in accordance with the provisions of the Savings
and Retirement Plan.
3.2 PARTICIPATION AGREEMENT.
(a) CONTENT OF PARTICIPATION AGREEMENT. Each Participant shall execute
a Participation Agreement evidencing his election to participate in the Plan in
the manner and at such time as the EDCP Committee shall require. In the
Participation Agreement, the Participant shall select the amount or rate of
Deferral Contributions and authorize the reduction of the Participant's
Compensation in an amount equal to his Deferral Contributions. The Participant
also shall select in the Participation Agreement the form in which distributions
are to be made from the Participant's Accounts (I.E., lump sums, installment
payments). The Participation Agreement also may set forth such other information
as the EDCP Committee shall require. The Participation Agreement made by the
Participant shall remain in full force and effect until such time as it is
amended or replaced, or the Participant's participation in this Plan terminates.
(b) TIMING REQUIREMENTS.
(1) ENTRY ON INITIAL EFFECTIVE DATE. If a Participant is
eligible to participate in the Plan as of the initial Effective Date
and the Participant's initial Participation Agreement is completed and
delivered within 30 days of the Effective Date, the Participant's
Deferral Contributions may be determined with reference to Compensation
earned on or after the first day of the first full payroll period next
following receipt of the Participation Agreement by the EDCP Committee
or as of such other uniform date (not earlier than the first day of the
next full payroll period) as may be designated by the EDCP Committee.
(2) ENTRY AFTER INITIAL EFFECTIVE DATE. If the Participant
does not execute and deliver a Participation Agreement within the
initial 30 day period, or the Participant is notified that he is
eligible to participate in the Plan as of the beginning of any Deferral
Period commencing after the
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Effective Date, the Participant's Deferral Contributions may be
determined with reference to Compensation earned on or after the first
day of the first full payroll period in any later Deferral Period if
the Participant executes and delivers a Participation Agreement to the
EDCP Committee at least 30 days (or such other period specified by the
EDCP Committee pursuant to rules of uniform application) prior to the
first day of such Deferral Period.
(3) EXCEPTIONS. If a Participant is permitted to enter the
Plan during a Deferral Period, his Participation Agreement must be
completed and delivered in accordance with the rules and procedures
adopted by the EDCP Committee for such purpose. Such Participation
Agreement shall be effective with reference to Compensation earned on
or after the effective date of the Participation Agreement, as
determined by the EDCP Committee.
3.3 REVISED PARTICIPATION AGREEMENT. A Participant may file a new
Participation Agreement to change a previously filed election. If the
Participant changes the amount of his Deferral Contributions, the new amount
will become effective in accordance with Section 4.3 (CHANGE IN CONTRIBUTIONS).
If the new Participation Agreement changes the form of payment, the benefit
payment provisions of the new Participation Agreement will be honored only if
payments commence at least thirteen months after the date on which the new
Participation Agreement is completed and delivered except as provided in Section
8.2(c). In the exercise of its discretion, the EDCP Committee may allow a
Participant to make a modified election in any manner prescribed by the EDCP
Committee for that purpose.
3.4 DISCONTINUANCE OF PARTICIPATION. Once an Employee is designated as
a Participant, he will continue as such for all future Deferral Periods unless
and until (a) the Participant terminates from employment with the Employer and
all Affiliates and receives a full distribution of his Accounts, (b) is no
longer categorized as an individual entitled to participate in the Plan pursuant
to Section 3.1 (SELECTION OF PARTICIPANTS) above, or (c) the HRC specifically
acts to discontinue the Participant's participation. The HRC may discontinue a
Participant's participation in the Plan at any time for any or
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no reason. If a Participant's participation is discontinued, the Participant
will no longer be eligible to make Deferral Contributions. The Participant will
not be entitled to receive a distribution, however, until the occurrence of one
of the events listed in Article Five (WITHDRAWALS) or Article Eight (PAYMENT OF
BENEFITS), unless the HRC, in the exercise of its discretion, directs that a
distribution be made as of an earlier date in which case the Participant's
Accounts shall be distributed on the same basis as if the Participant's
employment had been terminated.
3.5 REEMPLOYMENT. If a former Participant is rehired by an Employer and
is eligible to participate in the Plan, he shall reenter the Plan on the same
basis as a newly eligible Employee in accordance with the provisions of Section
3.1 (SELECTION OF PARTICIPANTS). Such Employee's reentry into the Plan shall
have no impact on any distributions that have been made or are being made in
accordance with Article Eight (PAYMENT OF BENEFITS). Any amounts previously
forfeited from the Participant's Accounts pursuant to Section 7.1 (VESTING OF
BENEFITS) shall not be restored or reinstated upon the Participant's subsequent
reentry into the Plan.
3.6 ADOPTION BY AFFILIATES. Any Affiliate of the Company may adopt this
Plan with the approval of the EDCP Committee. Any Affiliate that permits an
individual to make Deferral Contributions pursuant to Section 4.1 (PARTICIPANT
CONTRIBUTIONS) shall be deemed to have adopted the Plan without any further
action. The EDCP Committee's acceptance of such Deferral Contributions shall
evidence the consent of the EDCP Committee to the adoption of the Plan by the
Affiliate. Notwithstanding the foregoing, at the request of the EDCP Committee,
the Affiliate shall evidence its adoption of the Plan by an appropriate
resolution of its Board of Directors or in such other manner as may be
authorized by the EDCP Committee. By adopting this Plan, the Affiliate shall be
deemed to have agreed to make the contributions called for by Article Four
(CONTRIBUTIONS), agreed to comply with all of the other terms and provisions of
this Plan, delegated to the EDCP Committee the power and responsibility to
administer this Plan with respect to the Affiliate's employees, and delegated to
the Company the full power to amend or terminate this Plan with respect to the
Affiliate's employees.
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ARTICLE FOUR
CONTRIBUTIONS
4.1 PARTICIPANT CONTRIBUTIONS.
(a) SALARY DEFERRAL CONTRIBUTIONS. A Participant may elect to defer a
maximum of 16% of the Salary otherwise payable to him during the Deferral
Period, or such other maximum amount as may be prescribed by the EDCP Committee
as the Salary Deferral Contribution limit for all Participants or pursuant to
subsection (c).
(b) BONUS DEFERRAL CONTRIBUTIONS. A Participant may elect to defer a
maximum of 90% of any Bonus earned by him during the Deferral Period (which may
be paid during the applicable Deferral Period or after the close of the
applicable Deferral Period), or such other maximum amount as may be prescribed
by the EDCP Committee as the Bonus Deferral Contribution limit for all
Participants or pursuant to subsection (c). Notwithstanding the foregoing, for
purposes of calculating the maximum Bonus Deferral Contributions for the initial
Deferral Period beginning on the Effective Date, the Bonus earned by the
Participant during the entire 2001 calendar year shall be taken into account.
(c) The EDCP Committee may, in its discretion, permit an individual
Participant to make Deferral Contributions in excess of the limitations set
forth in or established in accordance with this Section 4.1 or place additional
restrictions on an individual Participant's Deferral Contributions. All Deferral
Contributions under this Plan shall be made in accordance with such rules and
procedures regarding Participant deferrals as may be promulgated by the EDCP
Committee from time to time. All Participant elections are subject to the timing
requirements set forth in Section 3.2(b) (PARTICIPATION AGREEMENT - TIMING
REQUIREMENTS) and shall remain in effect until replaced or revised in accordance
with Section 3.3 (REVISED PARTICIPATION AGREEMENT).
4.2 MATCHING CONTRIBUTIONS.
(a) Each Employer shall make a Matching Contribution on behalf of each
of its Participants who has elected to make Salary Deferral Contributions during
the Deferral Period under
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Section 4.1 (PARTICIPANT CONTRIBUTIONS) and is eligible to receive a matching
contribution under the Savings and Retirement Plan. No Matching Contributions
shall be made with respect to Bonus Deferral Contributions. The Matching
Contribution shall be credited to each eligible Participant's Matching
Contribution Account as of the year-end Valuation Date or date of termination.
(b) The Matching Contribution for each eligible Participant shall equal
the difference between
(1) the sum of
(A) 100% of the Participant's contributions to the
Savings and Retirement Plan for its plan year coinciding with
the Deferral Period plus
(B) 100% of the Participant's Salary Deferral
Contributions in the Deferral Period,
up to the Matching Limit as applied to the Participant's
Salary less
(2) the Employer's matching contribution for such Participant
under the Savings and Retirement Plan.
4.3 CHANGE IN CONTRIBUTIONS.
(a) A Participant may change the amount or percentage of Deferral
Contributions under Section 4.1 (PARTICIPANT CONTRIBUTIONS) prior to the
beginning of any Deferral Period. Any and all changes in Deferral Contributions
made pursuant to this Section 4.3 shall be made in accordance with rules
promulgated by the EDCP Committee.
(b) Any change in the amount or percentage of the Deferral Contribution
to be made from any Salary shall be effective with reference to Salary earned on
or after the first day of the first full payroll period of the next following
Deferral Period. Any change in the amount or percentage of the Deferral
Contribution to be made from any Bonus shall be effective for Bonuses earned in
the first Deferral Period immediately following the EDCP Committee's receipt of
such revised Participation Agreement. The EDCP Committee may, in its discretion,
determine that special circumstances exist and
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permit a Participant to change the amount of his Bonus Deferral Contributions
during the Deferral Period, but in no event shall the change in the Bonus
Deferral Contributions be made later than the last day of the Deferral Period.
(c) A Participant's election to make no Deferral Contributions to the
Plan during one or more Deferral Periods shall not affect his continued
participation in the Plan or his ability to resume his Deferral Contributions to
the Plan in the future.
4.4 SUSPENSION OF CONTRIBUTIONS.
(a) SUSPENSION. A Participant may suspend his contributions under
Section 4.1 as of the first day of any full payroll period in the Deferral
Period, by giving appropriate notice to the EDCP Committee at least 30 days (or
such other period specified by the EDCP Committee pursuant to rules of uniform
application) prior to the date on which the suspension shall become effective.
Any such suspension shall remain in effect for the remainder of the Deferral
Period during which the suspension begins and the entire next following Deferral
Period.
(b) RESUMPTION OF CONTRIBUTIONS. A Participant who has suspended his
contributions pursuant to paragraph (a) above and who applies to the EDCP
Committee in a timely manner shall be entitled to resume his contributions with
respect to Compensation earned beginning on the first day of the first full
payroll period in the Deferral Period next following the expiration of the
suspension as set forth in paragraph (a) above. Any application to resume
contributions shall be made in the form of a revised Participation Agreement and
shall comply with all procedures promulgated by the EDCP Committee pursuant to
Section 3.3 (REVISED PARTICIPATION AGREEMENT).
4.5 TRANSFERRED CONTRIBUTIONS.
(a) General.
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(1) DCP AND EDCP TRANSFERS. A Participant may make an
irrevocable election, with the consent of the EDCP Committee and in
accordance with the procedures promulgated by the EDCP Committee for
such purpose, to transfer all or a portion of his accumulated account
balance under the EDCP or the DCP to this Plan. Any account balance
transfers to this Plan from either the EDCP or the DCP shall include
the vested and non-vested portions of the Participant's account under
such Plan. In general, all amounts transferred to this Plan from the
EDCP or the DCP shall be subject to all of the terms and provisions of
this Plan, including, specifically, the vesting, earnings crediting and
payment provisions of this Plan. In general, the elective deferral
account balance and the employer matching contribution account balance
which are transferred from the EDCP and DCP pursuant to this Section
4.5 shall be allocated among the affected Participant's Deferral
Contribution Account and Matching Contribution Account, respectively.
Amounts transferred from the EDCP or the DCP to this Plan pursuant to
this Section 4.5 may not be transferred from this Plan to the EDCP or
DCP.
(2) CERTAIN DEFERRED COMPENSATION AGREEMENTS. An Employee who
has a deferred compensation agreement with Harrah's Club (which has
been succeeded to by Harrah's Operating Company, Inc. by merger) may,
upon written agreement with Harrah's Operating Company, Inc., transfer
the account balance of such deferred compensation agreement including
accrued interest to the Plan. Upon such transfer, the transferred
amount will be fully vested and shall be subject to all of the terms
and provisions of the Plan including, specifically, earnings crediting
and payment provisions.
(b) ENHANCEMENT PROGRAM. During the time period approved by the chief
financial officer of the Company, an individual who is a participant in the EDCP
may elect to transfer all or a portion of his EDCP Termination Account balance
to this Plan pursuant to the requirements of this subsection (b) and have the
opportunity to receive an Enhancement Contribution.
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(1) ELIGIBILITY. This election is only available to an
individual participating in the EDCP who (A) is either a Participant or
eligible to be a Participant in this Plan, (B) is employed by an
Employer at the time of the election and (C) as of the date of his
election, will not be eligible for his EDCP Retirement Account under
the terms of the EDCP for five or more years.
(2) TRANSFERS. Each individual must elect to transfer to the
Plan all of his EDCP Termination Account balance, including all amounts
credited towards EDCP Pre-Termination Withdrawals that are not in Pay
Status on the date of the election. If the individual has an EDCP
Pre-Termination Withdrawal in Pay Status under the EDCP on the date of
the election, he must elect to transfer to the Plan all of his EDCP
Termination Account balance, including all amounts credited towards
EDCP Pre-Termination Withdrawals that are not in Pay Status. However,
any amount credited towards an EDCP Pre-Termination Withdrawal that is
in Pay Status at the time of the election will remain in the EDCP
(subject to the terms of the EDCP) and will not be transferred to this
Plan.
(3) VESTING. All amounts transferred from a Participant's EDCP
Termination Account under this subsection (b) will be credited to the
Participant's Deferral Account and will be 100% vested.
4.6 DISCRETIONARY CONTRIBUTIONS. With the approval of the EDCP
Committee, each Employer, in its sole discretion, may make a Discretionary
Contribution on behalf of such Participants as it designates. Enhancement
Contributions, which are described in Section 4.7, are Discretionary
Contributions. Except as provided in Section 4.7, the amount of the
Discretionary Contribution will be determined by the Employer in its sole
discretion and approved by the EDCP Committee. Except for Enhancement
Contributions, all Discretionary Contributions will be credited to the
Discretionary Contribution Account as of the time designated by the Employer or
the EDCP Committee. Discretionary Contributions may be subject to additional
requirements, including vesting and in-service withdrawal
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limitations, as established by the Company or the EDCP Committee.
4.7 ENHANCEMENT CONTRIBUTIONS. Participants who make a valid election
pursuant to Section 4.5(b) will receive a special Discretionary Contribution
called an Enhancement Contribution as provided in this Section. The Enhancement
Contribution may be made in two parts, as described below.
(a) INITIAL ENHANCEMENT CONTRIBUTION.
(1) ELIGIBILITY. Each Participant who makes a valid
election pursuant to Section 4.5(b) will be credited with an
initial Enhancement Contribution.
(2) TIMING. The initial Enhancement Contribution,
determined as described in subsection (a)(3), will be credited
to the Participant's Deferral Account as of the effective date
of the transfer to the Plan of the Participant's EDCP
Termination Account.
(3) AMOUNT. Except as provided below, the initial
Enhancement Contribution will be an amount equal to the
greatest of:
(A) the Participant's EDCP Retirement Account
balance less his EDCP Termination Account
balance, multiplied by two;
(B) 40% of the Participant's EDCP Termination
Account balance, not to exceed $100,000; or
(C) Four times the Participant's EDCP
Termination Account balance, not to exceed
$10,000.
For any Participant who has an EDCP Pre-Termination Withdrawal in Pay Status at
the time he makes an election pursuant to Section 4.5(b), his initial
Enhancement Contribution will equal the product of (i) the greatest figure from
(A), (B) and (C) and (ii) a fraction (not to exceed one), the numerator of which
is the balance of the Participant's EDCP Termination Account transferred to the
Plan, and the denominator of which is the sum
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of (I) the balance of the Participant's EDCP Termination Account transferred to
the Plan and (II) the balance of all amounts credited towards a EDCP
Pre-Termination Withdrawal that are not transferred to the Plan.
(b) SECOND ENHANCEMENT CONTRIBUTION.
(1) ELIGIBILITY. Each Participant who received an initial
Enhancement Contribution as described in subsection (a) and who
continues to be employed by, or receives salary continuation payments
from, an Employer until the date he attains age 55 and has completed 10
years of service will be credited with a second Enhancement
Contribution.
(2) TIMING. The second Enhancement Contribution, determined in
accordance with subsection (b)(3), will be credited to the
Participant's Deferral Account as of the date described in subsection
(b)(1).
(3) AMOUNT. The second Enhancement Contribution will be an
amount equal to 50% of the initial Enhancement Contribution credited
determined under subsection (a)(3).
(c) VESTING. Each Participant is 100% vested in each of his Enhancement
Contributions once made.
ARTICLE FIVE
WITHDRAWALS
5.1 ACCELERATION OF BENEFITS.
(a) GENERAL.
(1) Both Participants and Beneficiaries may elect to receive
an accelerated withdrawal by filing an election with the EDCP Committee
in accordance with the uniform procedures promulgated by the EDCP
Committee.
(2) The election of an accelerated withdrawal by a Participant
or Beneficiary who is entitled to a distribution under Article Eight
will override the distribution election in effect for him under Article
Eight with respect to both form of payment and timing.
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If installment payments to the Participant or Beneficiary have begun at
the time an election for an accelerated withdrawal is made, the
election will apply only with respect to the unpaid balance in his
Account.
(3) The Participant or Beneficiary may request an accelerated
withdrawal equal to 25%, 50%, 75% or 100% of the sum of his Deferral
Contribution Account balance, plus the vested interest in his Matching
Contribution and Discretionary Contribution Accounts. If a Participant
or a Beneficiary requests an accelerated withdrawal of less than 100%
of his vested Accounts, he may instruct the EDCP Committee to allocate
the requested withdrawal amount among his Deferral Contribution
Account, Matching Contribution Account and Discretionary Contribution
Account in the manner set forth in his accelerated withdrawal request.
(4) If a Participant or Beneficiary makes an accelerated
withdrawal election, he shall receive a single lump sum payment equal
to 90% of the accelerated withdrawal amount. The Participant or
Beneficiary shall forfeit the remaining 10% of the accelerated
withdrawal amount as of the day on which the accelerated withdrawal is
distributed.
(5) For purposes of determining the amount to be distributed,
the Participant's or Beneficiary's Accounts shall be valued as of the
Valuation Date immediately preceding the date of the election. The
Participant's vested interest in his Matching Contribution Account and
Discretionary Contribution Account shall be determined as of the
Valuation Date immediately preceding the date of the withdrawal.
(6) The accelerated withdrawal shall be paid within 30 days
following the filing of the election by the Participant or Beneficiary.
(b) SUSPENSION OF PARTICIPATION. If a Participant elects to receive an
accelerated withdrawal, the Participant's right to make Deferral Contributions
to the Plan shall be
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suspended for the remainder of the Deferral Period during which the accelerated
withdrawal is distributed to the Participant and for the entire next following
Deferral Period. Upon expiration of the suspension period described in the
preceding sentence, the Participant shall be permitted to submit a new
Participation Agreement in accordance with Section 3.3 (REVISED PARTICIPATION
AGREEMENT) and to begin making Deferral Contributions with respect to
Compensation earned on or after the first day of the first payroll period of the
next following Deferral Period.
5.2 ACCOUNT ADJUSTMENTS. Withdrawals shall be charged to the
Participant's or Beneficiary's Accounts in accordance with the allocation
instructions set forth in his request for an accelerated withdrawal. In the
absence of such allocation instructions, the withdrawal shall be charged pro
rata to the Participant's or Beneficiary's Accounts.
5.3 LIMITATION ON DISTRIBUTIONS. To the extent that any payment under
this Section, when combined with all other payments received during the year
that are subject to the limitations on deductibility under Section 162(m) of the
Code, exceeds the limitations on deductibility under Section 162(m) of the Code,
such payment shall, in the discretion of the EDCP Committee, be deferred to a
later calendar year. Such deferred amounts shall be paid in the next succeeding
calendar year, provided that such payment, when combined with any other payments
subject to the Section 162(m) limitations received during the year, does not
exceed the limitations on deductibility under Section 162(m) of the Code. Any
payment that is deferred in accordance with this Section 5.3 shall be credited
with hypothetical investment earnings and losses in accordance with Article Six
(CREDITING OF CONTRIBUTIONS AND INCOME).
5.4 IN-SERVICE WITHDRAWALS FOR EDCP TRANSFERS.
(a) ELECTION. This Section of the Plan applies only to those
individuals who make a valid election pursuant to Section 4.5(b), and who, prior
to April 1, 2001, elected an EDCP Pre-Termination Withdrawal under the EDCP that
is not in Pay Status as of the date of his election under Section 4.5(b). At the
time such individuals elect to transfer their EDCP Termination Account to the
Plan pursuant to Section 4.5(b), they may make a one-time, irrevocable election
to have all the
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amounts that were credited on their behalf for purposes of an EDCP
Pre-Termination Withdrawal under the EDCP either (i) credited to the
Participant's Deferral Contribution Account under this Plan and distributed
pursuant to Section 8.1 or (ii) credited to the Participant's In-Service
Withdrawal Account under this Plan and distributed pursuant to subsection (b).
If no valid election is made with respect to this issue, the amount credited
under the EDCP on behalf of a Participant's EDCP Pre-Termination Withdrawal will
automatically be credited to the Participant's Deferral Contribution Account.
(b) IN-SERVICE WITHDRAWALS. The balance credited to an In-Service
Withdrawal Account pursuant to the election described in subsection (a) will be
deemed to be invested in accordance with Sections 6.3, 6.4 and 6.5. Except as
provided in subsection (c), payments to the Participant from the In-Service
Withdrawal Account will commence in the same year as payments to the Participant
were scheduled to commence from the EDCP as an EDCP Pre-Termination Withdrawal
and will be made in four annual installments. In each of the four years, the
amount of the installment will equal a specified percentage of the remaining
balance of the In-Service Withdrawal Account as of the Valuation Date
immediately preceding each date of payment. The applicable percentages are as
follows:
PERCENTAGE OF THE IN-SERVICE
YEAR WITHDRAWAL ACCOUNT
---- ----------------------------
1 25%
2 33-1/3%
3 50%
4 100%
(c) TERMINATION BEFORE FULL PAYMENT. Notwithstanding anything to the
contrary in subsection (b), if any Participant with an In-Service Withdrawal
Account established under this Section dies or terminates from employment with
the Company and all Affiliates before all four installments have been paid, the
remaining balance of his In-Service Withdrawal Account will be paid in
accordance with Article Eight.
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ARTICLE SIX
CREDITING OF CONTRIBUTIONS AND INCOME
6.1 ACCOUNT ALLOCATIONS. All Deferral Contributions, Enhancement
Contributions and transfers of EDCP Termination Account balances made pursuant
to Section 4.5(b) will be credited to the Participants' Deferral Contribution
Account. All Matching Contributions will be credited to the Participants'
Matching Contribution Accounts, and all Discretionary Contributions, other than
Enhancement Contributions, will be credited to the Participants' Discretionary
Contribution Accounts. All credits and charges to all Participants' Accounts
shall be done in accordance with the policies and procedures of the EDCP
Committee. All transfers to payments from and charges against an Account shall
be charged against the Account as of the Valuation Date on which the transaction
occurs. The Accounts are bookkeeping accounts only, and the EDCP Committee is
not in any way obligated to segregate assets for the benefit of any Participant.
6.2 SUBACCOUNTS. The EDCP Committee may divide any Account into such
subaccounts as it deems necessary and desirable.
6.3 HYPOTHETICAL INVESTMENT FUNDS. The EDCP Investment Committee shall
establish a series of hypothetical Investment Funds for use pursuant to this
Article Six.
6.4 INVESTMENT DIRECTION. A Participant will direct the hypothetical
investment of his Deferral Contribution Account, Matching Contribution Account,
and Discretionary Contribution Account among the Investment Funds in the manner
(including, but not limited to, writing, electronic, internet, intranet, voice
response or telephonic) established by the EDCP Committee. The Participant's
Deferral Contribution Account, Matching Contribution Account and Discretionary
Contribution Account shall not be invested in the Investment Funds, but the
value of the Participant's Accounts shall be measured by the performance of the
Investment Funds selected. Any and all changes to a Participant's Investment
Fund allocation shall be made in accordance with the uniform procedures of the
EDCP Committee, which shall permit changes in Investment Fund allocations on a
quarterly or more frequent basis. If a Participant fails to direct the
hypothetical investment of his Accounts in the manner
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established by the EDCP Committee, the Participant will be deemed to have
selected the default hypothetical Investment Fund(s) selected by the EDCP
Investment Committee for such purpose, in the discretion of the EDCP Committee
and in accordance with its uniform policies and procedures.
6.5 RATE OF RETURN. Participant Accounts shall be adjusted on each
Valuation Date to reflect investment gains and losses as if the Accounts were
invested in the hypothetical Investment Funds selected by the Participants in
accordance with Section 6.4 (INVESTMENT DIRECTION) and charged with any and all
reasonable expenses related to the administration of the Plan including, but not
limited to, the reasonable expenses of carrying out the hypothetical investment
directions related to each Account. The earnings and losses allocated to any
Account shall be allocated among the subaccounts of that Account in the same
manner. The earnings and losses determined by the EDCP Investment Committee in
good faith and in its discretion pursuant to this Article Six shall be binding
and conclusive on the Participant, the Participant's Beneficiary and all parties
claiming through them.
6.6 APPLICATION TO BENEFICIARIES. The provisions of this Article Six
shall also apply to the Beneficiaries of a deceased Participant.
6.7 EDCP INVESTMENT COMMITTEE.
(a) MEMBERSHIP. The EDCP Investment Committee shall be appointed by
action of the HRC. The EDCP Investment Committee members shall serve without
compensation but shall be reimbursed for all expenses by the Company. The EDCP
Investment Committee shall conduct itself in accordance with the provisions of
this Section. The members of the EDCP Investment Committee may resign with
thirty (30) days notice in writing to the Company and may be removed immediately
at any time by written notice from the HRC. The EDCP Investment Committee may
have duties with respect to other plans of the Company that are similar or
identical to its duties under the Plan.
(b) APPOINTMENT OF AGENTS. The EDCP Investment Committee may appoint
such other agents, who need not be members of the EDCP Investment Committee, as
it may deem necessary for the effective performance of its duties, whether
ministerial or
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discretionary, as the EDCP Investment Committee may deem expedient or
appropriate. The compensation of any agents who are not employees of the Company
shall be fixed by the committee within any limitations set by the HRC.
(c) MAJORITY VOTE. On all matters, questions and decisions, the action
of the EDCP Investment Committee shall be determined by a majority vote of its
members. They may meet informally or take any ordinary action without the
necessity of meeting as a group. All instruments executed by the EDCP Investment
Committee shall be executed by a majority of its members or by any member of the
EDCP Investment Committee designated to act on its behalf.
(d) ALLOCATION OF RESPONSIBILITIES. The EDCP Investment Committee may
allocate responsibilities among its members or designate other persons to act on
its behalf. Any allocation or designation, however, must be set forth in writing
and must be retained in the permanent records of the EDCP Investment Committee.
(e) INDEMNIFICATION. The Company shall indemnify and hold harmless the
members of the EDCP Investment Committee against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with
respect to this Plan on account of such member's service on the EDCP Investment
Committee, except in the case of gross negligence or willful misconduct.
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ARTICLE SEVEN
VESTING
7.1 VESTING OF BENEFITS.
(a) DEFERRAL CONTRIBUTIONS. Each Participant shall at all times have a
fully vested interest in his Deferral Contribution Account, and a Participant's
rights and interest therein shall not be forfeitable for any reason.
(b) MATCHING CONTRIBUTIONS.
(1) FULL VESTING. Each Participant shall have a fully vested
interest in his Matching Contribution Account on and after the first to
occur of the following events:
(A) The Participant's attainment of age 60;
(B) The Participant's date of death;
(C) The Participant's Disability;
(D) A Change of Control;
(E) Termination of the Plan; or
(F) The completion of five Years of Vesting Service.
(2) VESTING SCHEDULE. If a Participant terminates service with
an Employer at a time when the Participant does not have a fully vested
interest in his Matching Contribution Account, the Participant's vested
interest shall be determined in accordance with the applicable vesting
schedule for matching contributions in effect under the Savings and
Retirement Plan. As of the Effective Date, this schedule is as follows:
COMPLETED YEARS
OF VESTING SERVICE PERCENTAGE VESTED
------------------ -----------------
Less than 1 0%
1 but less than 2 20%
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2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
(3) A Participant's vested interest in his Matching
Contribution Account shall be determined as of the Valuation Date
immediately preceding the first distribution to the Participant from
his Matching Contribution Account following his termination of
employment. Any portion of a Participant's Accounts which is not vested
shall be forfeited in the first Deferral Period in which the
Participant or his Beneficiary receives a distribution from this Plan
under Article Eight.
(c) DISCRETIONARY CONTRIBUTIONS. Except as provided by the Employer or
EDCP Committee at the time a Discretionary Contribution is made or by Section
4.7, each Participant will vest in his Discretionary Contribution Account in the
same manner he vests in his Matching Contribution Account. A Participant's
vested interest in his Discretionary Contribution Account shall be determined as
of the Valuation Date immediately preceding the first distribution to the
Participant from his Discretionary Contribution Account following his
termination of employment. Any portion of a Participant's Accounts which is not
vested shall be forfeited in the first Deferral Period in which the Participant
receives a distribution from this Plan.
7.2 CHANGES IN VESTING SCHEDULE. In the event that an amendment to this
Plan or the Savings and Retirement Plan directly or indirectly changes the
vesting provisions of Section 7.1 (VESTING OF BENEFITS), the vested percentage
for each Participant in his benefit accumulated to the date when the amendment
is adopted shall not be reduced as a result of the amendment.
ARTICLE EIGHT
PAYMENT OF BENEFITS
8.1 TIME OF PAYMENT. With the exception of the withdrawal of amounts
pursuant to Article Five (WITHDRAWALS) or distribution pursuant to Section 12.3
(TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS), no distributions will
be made to a Participant prior to the Participant's death or termination
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of employment with the Company and all Affiliates. A Disabled Participant shall
continue to participate in the Plan until such time as the Participant
terminates or retires from employment with the Company and all Affiliates or the
Participant dies. Following the Participant's termination of employment,
distributions normally will be made as soon as possible and in any event shall
commence within 60 days following the end of the month in which the Participant
terminates employment. If benefits are being paid pursuant to this Plan
following the death of a Participant, distributions will be made or commence as
of the January 1 next following the date of the Participant's death.
8.2 METHOD OF PAYMENTS.
(a) PAYMENTS.
(1) A Participant may elect to receive distributions from his
Accounts in either a cash lump sum or monthly cash installment payments
over a period certain not exceeding 15 years. Except as provided in
subsection (c) or Sections 5.1, 12.3 and 13.6, a Participant's
distribution election form will only be respected if the method of
payment has been elected by the Participant in his initial
Participation Agreement or in any revised Participation Agreement that
has been in effect for the requisite period of time specified in
Section 3.3. If the Participant has not made a valid distribution
election, the Participant's Accounts will be distributed in one lump
sum.
(2) Upon a Participant's death, payments shall be made to his
Beneficiary in accordance with the Participant's distribution election
under subsection (a)(1) above, subject to the Beneficiary's election
under Section 5.1. If payments to the Participant have already
commenced at the time of his death, payments will continue to the
Beneficiary in the same manner, subject to the Beneficiary's election
under Section 5.1.
(b) INSTALLMENT PAYMENTS.
(1) The amount of each monthly installment in any year will be
calculated as follows: The amount of
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the monthly installments will be determined before the first
installment is paid and on each January 1st in all subsequent years.
First, the number of remaining installments will be divided by 12, and
the result will be rounded up to the nearest whole number. Second, this
whole number will be divided into the vested balance of the
Participant's Accounts determined as of the last Valuation Date of the
prior month. Third, this result will be divided by the lesser of (A)
the remaining number of installments or (B) 12. A Participant's last
installment payment shall be adjusted as needed to reflect investment
gains or losses. If the remaining balance in a Participant's Accounts
is less than $10,000, the EDCP Committee may pay it in a lump sum.
(2) If installment payments are made, the provisions of
Sections 6.3, 6.4 and 6.5 will continue to apply to the unpaid balance.
(c) SPECIAL RULE FOR CERTAIN EDCP TRANSFERS.
(1) EXISTING PARTICIPANTS. Notwithstanding subsection (a), an
individual who is already a Participant who made a valid election
pursuant to Section 4.5(b) may, at the time of such election, submit a
new distribution election form. This distribution election form will
become effective as of January 1, 2002 unless the Participant's
employment with the Company and all Affiliates terminates after the
distribution form election is submitted and before January 1, 2002, due
to (A) the Participant's death; (B) the Participant's Disability or (C)
action taken by the Company or the Participant's Employer. If any of
these events occurs, the Participant's distribution election form will
be respected in 2001. If the Participant voluntarily terminates
employment or retires before January 1, 2002, then the new distribution
election form will not take effect, and the distribution will be
determined by the Participant's previous valid distribution election
form, if any. If none, the distribution will be made in a lump sum. The
EDCP Committee will, in its sole discretion, determine if any
Participant's employment
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terminates due to action taken by the Company or an Employer. For
purposes of this subsection, a Participant who is receiving salary
continuation payments from an Employer will be deemed to be employed.
(2) NEW PARTICIPANTS. An individual who makes a valid election
pursuant to Section 4.5(b) and thereby becomes a Participant will
submit an initial distribution election form that will be effective as
of the date it is made.
8.3 BENEFICIARY DESIGNATIONS.
(a) GENERAL. In the event of the death of the Participant, the
Participant's vested interest in his Accounts shall be paid to the Participant's
Beneficiary as described in Section 8.1(a)(2). Each Participant shall have the
right to designate, in the manner specified by the EDCP Committee, a Beneficiary
or Beneficiaries to receive his benefits hereunder in the event of the
Participant's death.
(b) SPOUSAL CONSENT REQUIREMENTS. If the Participant is married at the
time the Beneficiary designation is filed, the Participant must designate his
spouse as the Beneficiary of at least 50% of the Participant's Account or
provide the spouse's consent to the designation of a Beneficiary other than the
spouse. If a Participant marries or divorces after a Beneficiary designation is
filed, the designation will no longer be effective.
(c) REVISED DESIGNATIONS. Subject to the spousal consent requirements
noted above, each Participant may change his Beneficiary designation from time
to time in the manner described above. Upon receipt of such designation by the
EDCP Committee, such designation or change of designation shall become effective
as of the date of the notice, whether or not the Participant is living at the
time the notice is received. There shall be no liability on the part of the
Employer, the EDCP Committee or the Trustee with respect to any payment
authorized by the EDCP Committee in accordance with the most recent Beneficiary
designation of the Participant in the possession of the EDCP Committee before
the EDCP Committee receives a more recent Beneficiary designation.
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(d) DEEMED BENEFICIARY DESIGNATIONS. If no designated Beneficiary is
living when benefits become payable, or if there is no designated Beneficiary,
the Beneficiary shall be the Participant's spouse. If there is no living spouse,
the Beneficiary shall be the Participant's estate. If the designated Beneficiary
dies after the payment of benefits begin, then the Beneficiary for the remainder
of the benefits payable shall be the estate of the Beneficiary.
8.4 LIMITATION ON DISTRIBUTIONS. Distributions made under this Article
8 shall be subject to the same limitations set forth in Section 5.3 (LIMITATION
ON DISTRIBUTIONS) of the Plan.
8.5 WITHHOLDING AND PAYROLL TAXES. The Employer shall withhold from
Plan payments any taxes required to be withheld from such payments under
federal, state or local law. Any withholding of taxes or other amounts required
by federal, state or local law with respect to amounts credited to Participant
Accounts including, but not limited to, tax due under the Federal Insurance
Contributions Act, shall be withheld, to the maximum extent possible, from the
portion of the Participant's Salary or Bonus that is not contributed to this
Plan. Any withholding amounts that cannot be withheld in accordance with the
preceding sentence shall be withheld from the Participant's Deferral
Contributions.
ARTICLE NINE
ADMINISTRATION OF THE PLAN
9.1 ADOPTION OF TRUST. The Company shall enter into a Trust Agreement
with the Trustee, which Trust Agreement shall form a part of this Plan and is
hereby incorporated herein by reference.
9.2 POWERS OF THE EDCP COMMITTEE.
(a) NAMED FIDUCIARY. The EDCP Committee is the named fiduciary with
respect to the administration of the Plan.
(b) GENERAL POWERS OF THE EDCP COMMITTEE. The EDCP Committee shall have
the power and discretion to perform the administrative duties described in this
Plan or required for proper administration of the Plan and shall have all powers
necessary to enable it to properly carry out such duties.
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Without limiting the generality of the foregoing, the EDCP Committee shall have
the power and discretion to construe and interpret this Plan, to hear and
resolve claims relating to this Plan, and to decide all questions and disputes
arising under this Plan. The EDCP Committee shall determine, in its discretion,
the service credited to the Participants, the status and rights of a
Participant, and the identity of the Beneficiary or Beneficiaries entitled to
receive any benefits payable hereunder on account of the death of a Participant.
The decision or action of the EDCP Committee in respect of any question arising
under or in connection with the Plan and the rules and regulations promulgated
hereunder shall be final and conclusive and binding upon all persons having an
interest in the Plan.
(c) DISTRIBUTIONS. Except as is otherwise provided hereunder, the EDCP
Committee shall determine the manner and time of payment of benefits under this
Plan. All benefit disbursements by the Trustee shall be made upon the
instructions of the EDCP Committee.
(d) DECISIONS CONCLUSIVE. The decision of the EDCP Committee upon all
matters within the scope of its authority shall be binding and conclusive upon
all persons.
(e) REPORTING. The EDCP Committee shall file all reports and forms
lawfully required to be filed by the EDCP Committee and shall distribute any
forms, reports or statements to be distributed to Participants and others.
(f) TRUST FUND. The EDCP Committee shall keep itself advised with
respect to the funded status and investment of the Trust Fund.
9.3 CREATION OF COMMITTEE. The EDCP Committee shall be appointed by the
Chief Executive Officer of the Company. The EDCP Committee must consist of at
least three members. The EDCP Committee members shall serve without compensation
but shall be reimbursed for all expenses by the Company. The EDCP Committee
shall conduct itself in accordance with the provisions of this Article Nine. The
members of the EDCP Committee may resign with thirty (30) days notice in writing
to the Company and may be removed immediately at any time by written notice from
the Company. The EDCP Committee may have duties with respect to
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other plans of the Company that are or identical to its duties under the Plan.
9.4 APPOINTMENT OF AGENTS. The EDCP Committee may appoint such other
agents, who need not be members of the EDCP Committee, as it may deem necessary
for the effective performance of its duties, whether ministerial or
discretionary, as the EDCP Committee may deem expedient or appropriate. The
compensation of any agents who are not employees of the Company shall be fixed
by the committee within any limitations set by the HRC.
9.5 MAJORITY VOTE AND EXECUTION OF INSTRUMENTS. In all matters,
questions and decisions, the action of the EDCP Committee shall be determined by
a majority vote of its members. They may meet informally or take any ordinary
action without the necessity of meeting as a group. All instruments executed by
the EDCP Committee shall be executed by a majority of its members or by any
member of the EDCP Committee designated to act on its behalf.
9.6 ALLOCATION OF RESPONSIBILITIES. The EDCP Committee may allocate
responsibilities among its members or designate other persons to act on its
behalf. Any allocation or designation, however, must be set forth in writing and
must be retained in the permanent records of the EDCP Committee.
9.7 CONFLICT OF INTEREST. No member of the EDCP Committee who is a
Participant shall take any part in any action in connection with his
participation as an individual. Such action shall be voted or decided by the
remaining members of the EDCP Committee.
9.8 INDEMNIFICATION. The Company shall indemnify and hold harmless the
members of the EDCP Committee against any and all claims, loss, damage, expense
or liability arising from any action or failure to act with respect to this Plan
on account of such member's service on the EDCP Committee, except in the case of
gross negligence or willful misconduct.
9.9 ACTION TAKEN BY EMPLOYER. Any action to be taken by an Employer
shall be taken by resolution adopted by its board of directors or appropriate
board committee; provided, however, that by resolution, the board of directors
or appropriate board committee may delegate to any committee of the board or any
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officer of the Employer the authority to take any actions under this Plan, other
than the power to determine the basis of Employer contributions.
9.10 FIDUCIARY AUTHORITY. All delegations of fiduciary responsibility
set forth in this document regarding the determination of benefits and the
interpretation of the terms of the Plan confer discretionary authority upon the
named fiduciary.
9.11 PARTICIPANT STATEMENTS. The EDCP Committee shall provide a
statement of Plan Accounts to each Participant and Beneficiary on a quarterly or
more frequent basis, as determined by the EDCP Committee in its discretion. Such
statement of Plan Accounts shall reflect the amounts allocated to each Account
maintained for the Participant, the Participant's vested interest in his
Accounts, any distributions, withdrawals or expenses charged against the
Participant's Account, the hypothetical investment earnings and losses on the
Participant's Account, and any other information deemed appropriate by the EDCP
Committee.
ARTICLE TEN
CLAIM REVIEW PROCEDURE
10.1 GENERAL. In the event that a Participant or Beneficiary (the
"claimant") is denied a claim for benefits under this Plan, the EDCP Committee
shall provide to the claimant written notice of the denial which shall set
forth:
(a) The specific reason or reasons for the denial;
(b) Specific references to pertinent Plan provisions on which the EDCP
Committee based its denial;
(c) A description of any additional material or information needed for
the claimant to perfect the claim and an explanation of why the material or
information is needed;
(d) A statement that the claimant may:
(1) Request a review upon written application to the EDCP
Committee;
(2) Review pertinent Plan documents; and
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(3) Submit issues and comments in writing; and
(e) That any appeal the claimant wishes to make of the adverse
determination must be in writing to the EDCP Committee within 60 days after
receipt of the EDCP Committee's notice of denial of benefits. The EDCP
Committee's notice must further advise the claimant that his failure to appeal
the action to the EDCP Committee in writing within the 60 day period will render
the EDCP Committee's determination final, binding, and conclusive.
10.2 APPEALS.
(a) If the claimant should appeal to the EDCP Committee, he, or his
duly authorized representative, may submit, in writing, whatever issues and
comments he, or his duly authorized representative, feels are pertinent. The
EDCP Committee shall re-examine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The EDCP Committee shall advise the claimant in writing of its
decision on his appeal, the specific reasons for the decision, and the specific
Plan provisions on which the decision is based. The notice of the decision shall
be given within 60 days of the claimant's written request for review, unless
special circumstances (such as a hearing) would make the rendering of a decision
within the 60 day period infeasible, but in no event shall the EDCP Committee
render a decision regarding the denial of a claim for benefits later than 120
days after its receipt of a request for review. If an extension of time for
review is required because of special circumstances, written notice of the
extension shall be furnished to the claimant prior to the date the extension
period commences.
(b) If, upon appeal, the EDCP Committee shall grant the relief
requested by the claimant, then, in addition, the EDCP Committee shall award to
the claimant reasonable fees and expenses of counsel, or any other duly
authorized representative of claimant, which shall be paid by the Company. The
determination as to whether such fees and expenses are reasonable shall be made
by the Company in its sole and absolute discretion and such determination shall
be binding and conclusive on all parties.
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10.3 NOTICE OF DENIALS. The EDCP Committee's notice of denial of
benefits shall identify the address to which the claimant may forward his
appeal.
ARTICLE ELEVEN
LIMITATION ON ASSIGNMENT; PAYMENTS TO LEGALLY
INCOMPETENT DISTRIBUTEE
11.1 ANTI-ALIENATION CLAUSE. No benefit which shall be payable under
the Plan to any person shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of the same shall be void. No benefit shall in any
manner be subject to the debts, contracts, liabilities, engagements or torts of
any person, nor shall it be subject to attachment or legal process for or
against any person, except to the extent as may be required by law. The benefits
provided by this Plan are not subject to the qualified domestic relations order
provisions of ERISA or the Code.
11.2 PERMITTED ARRANGEMENTS. Section 11.1 (ANTI-ALIENATION CLAUSE)
shall not preclude arrangements for the withholding of taxes from benefit
payments, arrangements for the recovery of benefit overpayments, arrangements
for the transfer of benefit rights to another plan, or arrangements for direct
deposit of benefit payments to an account in a bank, savings and loan
association or credit union (provided that such arrangement is not part of an
arrangement constituting an assignment or alienation).
11.3 PAYMENT TO MINOR OR INCOMPETENT. Whenever any benefit which shall
be payable under the Plan is to be paid to or for the benefit of any person who
is then a minor or determined by the EDCP Committee to be incompetent, the EDCP
Committee need not require the appointment of a guardian or custodian, but shall
be authorized to cause the same to be paid over to the person having custody of
the minor or incompetent, or to cause the same to be paid to the minor or
incompetent without the intervention of a guardian or custodian, or to cause the
same to be paid to a legal guardian or custodian of the minor or incompetent if
one has been appointed or to cause the same to be used for the benefit of the
minor or incompetent.
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ARTICLE TWELVE
AMENDMENT, MERGER AND TERMINATION
12.1 AMENDMENT.
(a) The Company shall have the right at any time, by an instrument in
writing duly executed, acknowledged and delivered to the EDCP Committee, to
modify, alter or amend this Plan, in whole or in part, prospectively or
retroactively. Additionally, the EDCP Committee shall also have the right to
modify, alter or amend the Plan by written instrument provided that such
amendment does not have a material adverse financial effect on the Company or
the Plan. No amendment shall substantially increase the duties and liabilities
of the EDCP Committee and the Trustee hereunder without its written consent. No
amendment shall reduce any Participant's vested interest in the Plan, calculated
as of the date on which the amendment is adopted.
(b) Any Affiliate or other entity adopting this Plan hereby delegates
the authority to amend the Plan to the Company and the EDCP Committee. If the
Plan is amended after it is adopted by an Affiliate, unless otherwise expressly
provided, it shall be treated as so amended by such Affiliate without the
necessity of any action on the part of the Affiliate. An Affiliate or other
entity that has adopted this Plan may terminate its future participation in the
Plan at any time.
12.2 MERGER OR CONSOLIDATION OF COMPANY. The Plan shall not be
automatically terminated by the Company's acquisition by or merger into any
other employer, but the Plan shall be continued after such acquisition or merger
if the successor employer elects and agrees to continue the Plan. Except as
provided in Section 12.4 (CONTINUATION OF PLAN FOLLOWING CHANGE OF CONTROL), all
rights to amend, modify, suspend, or terminate the Plan shall be transferred to
the successor employer, effective as of the date of the merger.
12.3 TERMINATION OF PLAN OR DISCONTINUANCE OF CONTRIBUTIONS. It is the
expectation of the Company that this Plan and the payment of contributions
hereunder will be continued indefinitely. However, continuance of the Plan is
not assumed as a contractual obligation of the Company. Except as provided in
Section 12.4 (CONTINUATION OF PLAN FOLLOWING CHANGE
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OF CONTROL), the Company reserves the right at any time to terminate this Plan
or to reduce, temporarily suspend or discontinue contributions hereunder. If
this Plan is terminated, the HRC may, in its discretion, direct that all Plan
benefits be distributed to current and former Participants in cash lump sum
payments as soon as practicable following the termination of the Plan. Any
distributions made pursuant to this Section 12.3 shall be made in accordance
with Section 8.3 (BENEFICIARY DESIGNATIONS), Section 8.4 (LIMITATION ON
DISTRIBUTIONS) and Section 8.5 (WITHHOLDING AND PAYROLL TAXES).
12.4 CONTINUATION OF PLAN FOLLOWING A CHANGE OF CONTROL.
Notwithstanding any provision of this Plan to the contrary, if a Change of
Control occurs following the Effective Date of this Plan, a successor employer
shall have the power to (a) terminate this Plan, (b) amend Section 13.5 (FUNDING
UPON A CHANGE OF CONTROL) of the Plan, or (c) amend any provision of the Plan
that affects a Participant's entitlement to or the timing of a distribution from
the Plan, only if 80% of the individuals who are Participants in the Plan as of
the date of the Change of Control consent to such an amendment or termination.
The provisions of this Section 12.4 shall not limit a successor employer's
authority to take other actions with respect to the Plan, including the
authority to discontinue contributions to the Plan.
12.5 LIMITATION OF COMPANY'S LIABILITY. The adoption of this Plan is
strictly a voluntary undertaking on the part of the Company and shall not be
deemed to constitute a contract between the Company and any employee or
Participant or to be consideration for, an inducement to, or a condition of the
employment of any employee. A Participant, employee, or Beneficiary shall not
have any right to retirement or other benefits except to the extent provided
herein.
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ARTICLE THIRTEEN
GENERAL PROVISIONS
13.1 LIMITATION OF RIGHTS. Neither this Plan, the Trust nor membership
in the Plan shall give any employee or other person any right except to the
extent that the right is specifically fixed under the terms of the Plan. The
establishment of the Plan shall not be construed to give any individual a right
to be continued in the service of a Employer or as interfering with the right of
a Employer to terminate the service of any individual at any time.
13.2 CONSTRUCTION. The masculine gender, where appearing in the Plan,
shall include the feminine gender (and vice versa), and the singular shall
include the plural, unless the context clearly indicates to the contrary.
Headings and subheadings are for the purpose of reference only and are not to be
considered in the construction of this Plan. If any provision of this Plan is
determined to be for any reason invalid or unenforceable, the remaining
provisions shall continue in full force and effect. All of the provisions of
this Plan shall be construed and enforced in accordance with the laws of the
State of Delaware.
13.3 STATUS OF PARTICIPANTS AS UNSECURED CREDITORS. All benefits under
the Plan shall be the unsecured obligations of the Company and each Employer, as
applicable, and, except for those assets which will be placed in the Trust
established in connection with this Plan, no assets will be placed in trust or
otherwise segregated from the general assets of the Company or each Employer, as
applicable, for the payment of obligations hereunder. To the extent that any
person acquires a right to receive payments hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Company and each
Employer, as applicable.
13.4 STATUS OF TRUST FUND. The Trust Fund is being established to
assist the Company and the Employers in meeting their obligations to the
Participants and to provide the Participants with a measure of protection in
certain limited instances. In certain circumstances described in the Trust
Agreement, the assets of the Trust Fund may be used for the benefit of the
Company's or an Affiliate's creditors and, as a result, the Trust Fund is
considered to be part of the Company's and Employer's general assets. Benefit
payments due under this
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Plan shall either be paid from the Trust Fund or from the Company's or
Affiliate's general assets as directed by the EDCP Committee. Despite the
establishment of the Trust Fund, it is intended that the Plan be considered to
be "unfunded" for purposes of the ERISA and the Code.
13.5 FUNDING UPON A CHANGE OF CONTROL. Upon a Change of Control, and in
no event later than 90 days following the date of a Change of Control, the
Company shall determine whether, for any reason, the assets of the Trust Fund
are less than the aggregate Account balances of all Participants (determined
without regard to the vested interest of each Participant) and transfer an
amount equal to the deficiency to the Trustee of the Trust. If it is discovered
at any time that the amount initially transferred is less than the total amount
called for by the preceding sentence, the shortfall, including any accrued
interest on the shortfall, shall be transferred to the Trustee immediately upon
the discovery of such error.
13.6 NO LIABILITY FOR ACCELERATION OF PAYMENTS. Under the Plan,
Participants are allowed, to a certain extent, to designate the dates on which
distributions are to be made to them. The EDCP Committee, however, also has the
right, in the exercise of its discretion, to accelerate payments. By accepting
the benefits offered by the Plan, each Participant (and each Beneficiary
claiming through a Participant) acknowledges that the EDCP Committee may
override the Participant's elections and agrees that neither the Participant nor
any Beneficiary shall have may claim against the EDCP Committee, the Trustee, or
any Employer if distributions are made earlier than anticipated by the
Participant due to the EDCP Committee's exercise of its discretion to accelerate
payments.
13.7 UNIFORM ADMINISTRATION. Whenever in the administration of the Plan
any action is required by the EDCP Committee, such action shall be uniform in
nature as applied to all persons similarly situated, except as otherwise
provided to the contrary in this Plan document or the Trust Agreement.
13.8 HEIRS AND SUCCESSORS. All of the provisions of this Plan shall be
binding upon all persons who shall be entitled to any benefits hereunder, and
their heirs and legal representatives.
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13.9 ELECTRONIC ADMINISTRATION. The EDCP Committee shall have the
authority to employ alternative means (including, but not limited to,
electronic, internet, intranet, voice response or telephonic) by which
Participants may submit participation elections, directions, and forms required
for participation in, and the administration of, this Plan. If the EDCP
Committee chooses to use these alternative means, any elections, directions or
forms submitted in accordance with the rules and procedures promulgated by the
EDCP Committee will be deemed to satisfy any provision of this Plan calling for
the submission of a written election, direction or form.
* * * *
To signify its adoption of this Executive Supplemental Savings Plan,
the Company has caused this Plan document to be executed by a duly authorized
officer of the Company on this 25th day of July, 2001.
Harrah's Entertainment, Inc.
By: /s/ MARILYN G. WINN
------------------------
Marilyn G. Winn
Senior Vice President
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