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Exhibit 10.7
PENSION PLAN FOR EMPLOYEES OF
AMPHENOL CORPORATION
(1) Amended and restated effective January 1, 2002, except to the extent
the applicable laws named below or the plan amendments incorporated
herein and referenced below provide for an earlier effective date, in
which case such earlier date or dates shall apply.
(2) This Plan document restates the Pension Plan for Employees of Amphenol
Corporation document signed November 21, 1997, by incorporating the
First Amendment effective January 1, 1997, the Second Amendment
effective Various Dates, the Third Amendment effective December 31,
1999, the Fourth Amendment effective December 31, 1999, the Fifth
Amendment effective Various Dates, the Sixth Amendment effective
January 1, 2001, the Seventh Amendment effective Various Dates and the
applicable requirements of the Uruguay Round Agreements Act ("GATT"),
Uniformed Services Employment and Reemployment Rights Act of 1994,
Small Business Job Protection Act of 1996, Taxpayer Relief Act of
1997, Internal Revenue Service Restructuring and Reform Act of 1998,
and the Community Renewal Tax Relief Act of 2000.
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TABLE OF CONTENTS
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PAGE
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ARTICLE I.
ELIGIBILITY
1.1. Eligibility............................................................................. 3
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions................................................................ 4
2.2. Limitation on Contribution.............................................................. 4
2.3. Time of Payment......................................................................... 4
2.4. No Additional Liability................................................................. 4
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions.................................................................. 5
ARTICLE IV.
PLAN BENEFITS
4.1. Plan Benefits........................................................................... 6
4.2. Minimum Benefit for Top Heavy Plan...................................................... 6
4.3. Non-Duplication of Benefits............................................................. 8
4.4. Transfers; Service with Affiliated Employers............................................ 8
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit................................................................ 9
5.2. Adjustments to Annual Benefit and Limitations......................................... 10
5.3. Annual Benefit Not in Excess of $10,000............................................... 13
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5.4. Participation or Service Reductions................................................... 14
5.5. Multiple Plan Reduction............................................................... 14
5.6. Incorporation by Reference............................................................ 18
ARTICLE VI.
VESTING
6.1. Vesting Rights.......................................................................... 19
6.2. Top-Heavy Vesting....................................................................... 19
6.3. Service Computation Period; Service Credit.............................................. 19
6.4. Amendment of Vesting Schedule........................................................... 19
6.5. Amendments Affecting Vested and/or Accrued Benefit...................................... 20
6.6. No Divestiture for Cause................................................................ 20
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice.................................................................................. 21
7.2. Waiver of Thirty (30) Day Notice Period................................................. 21
7.3. Form of Payment......................................................................... 21
7.4. Actuarial Equivalent Benefit............................................................ 22
7.5. Payment Without Participant Consent..................................................... 22
7.6. Restrictions on Immediate Distributions................................................. 23
7.7. Limitation of Benefits on Plan Termination.............................................. 23
7.8. Early Plan Termination Restrictions..................................................... 26
7.9. Suspension of Benefits.................................................................. 28
7.10. Restrictions on Commencement of Retirement Benefits..................................... 30
7.11. Minimum Distribution Requirements....................................................... 30
7.12. TEFRA Election Transitional Rule........................................................ 34
7.13. Distribution of Death Benefit........................................................... 35
7.14. Date Distribution Deemed to Begin....................................................... 37
7.15. Distribution Pursuant to Qualified Domestic Relations Orders............................ 37
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7.16. Payment to a Person Under a Legal Disability............................................ 37
7.17. Unclaimed Benefits Procedure............................................................ 38
7.18. Direct Rollovers........................................................................ 39
7.19. Certain Highly Compensated Employees.................................................... 39
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions............................................................. 40
8.2. Payment of Qualified Joint and Survivor Annuity......................................... 40
8.3. Payment of Qualified Pre-Retirement Survivor Annuity.................................... 40
8.4. Notice Requirements For Qualified Joint and Survivor Annuity............................ 40
8.5. Notice Requirements For Qualified Pre-Retirement Survivor Annuity....................... 41
8.6. Qualified Election...................................................................... 42
8.7. Election Period......................................................................... 43
8.8. Pre-age Thirty-five (35) Waiver......................................................... 44
8.9. Transitional Joint And Survivor Annuity Rules........................................... 44
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders................................................... 47
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans, Direct Rollovers................................ 50
ARTICLE XI.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
11.1. Transfers.................................................................................. 51
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ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
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12.1. Amendment of the Plan................................................................... 52
12.2. Termination............................................................................. 52
12.3. Merger or Consolidation of the Plan..................................................... 56
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers........................................................... 58
13.2. Requirements of Participating Employers............................................... 58
13.3. Designation of Agent.................................................................. 58
13.4. Employee Transfers.................................................................... 59
13.5. Participating Employer's Contribution................................................. 59
13.6. Discontinuance of Participation....................................................... 59
13.7. Plan Administrator's Authority........................................................ 60
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee........................................... 61
14.2. Plan Administrator...................................................................... 61
14.3. Delegation of Powers.................................................................... 61
14.4. Trust Agreement......................................................................... 62
14.5. Appointment of Advisers................................................................. 62
14.6. Records and Reports..................................................................... 63
14.7. Information From Employer............................................................... 63
14.8. Majority Actions........................................................................ 63
14.9. Expenses................................................................................ 63
14.10. Discretionary Acts...................................................................... 63
14.11. Responsibility of Fiduciaries........................................................... 64
14.12. Indemnity by Employer................................................................... 64
14.13. Claims Procedures....................................................................... 64
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ARTICLE XV.
GENERAL
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15.1. Bonding................................................................................. 66
15.2. Action by the Employer.................................................................. 66
15.3. Employment Rights....................................................................... 66
15.4. Nonalienation of Benefits............................................................... 67
15.5. Governing Law........................................................................... 68
15.6. Conformity to Applicable Law............................................................ 68
15.7. Usage................................................................................... 69
15.8. Legal Action............................................................................ 69
15.9. Exclusive Benefit....................................................................... 69
15.10. Prohibition Against Diversion of Funds.................................................. 69
15.11. Return of Contribution.................................................................. 69
15.12. Employer's Protective Clause............................................................ 70
15.13. Insurer's Protective Clause............................................................. 70
15.14. Receipt and Release for Payments........................................................ 70
15.15. Headings................................................................................ 71
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit......................................................................... 72
16.2. Actuarial Equivalent.................................................................... 72
16.3. Administrative Committee................................................................ 73
16.4. Affiliated Employer..................................................................... 73
16.5. Aggregation Group....................................................................... 73
16.6. Anniversary Date...................................................................... 74
16.7. Annual Benefit........................................................................ 74
16.8. Annuity............................................................................... 74
16.9. Annuity Starting Date................................................................. 74
16.10. Average Monthly Compensation.......................................................... 75
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16.11. Beneficiary........................................................................... 75
16.12. Break in Service...................................................................... 76
16.13. Code.................................................................................. 77
16.14. Compensation.......................................................................... 77
16.15. Controlled Group...................................................................... 80
16.16. Determination Date.................................................................... 80
16.17. Direct Rollover....................................................................... 80
16.18. Disability.............................................................................. 80
16.19. Distributee............................................................................. 81
16.20. Earliest Retirement Date................................................................ 81
16.21. Early Retirement Age.................................................................... 81
16.22. Early Retirement Date................................................................... 81
16.23. Eligible Class.......................................................................... 81
16.24. Eligible Retirement Plan................................................................ 84
16.25. Eligible Rollover Distribution.......................................................... 84
16.26. Employee................................................................................ 84
16.27. Employer................................................................................ 85
16.28. Employment Commencement Date.......................................................... 85
16.29. Exhibit............................................................................... 85
16.30. ERISA................................................................................. 85
16.31. Family Member......................................................................... 85
16.32. Fiscal Year........................................................................... 85
16.33. Foreign Subsidiary.................................................................... 85
16.34. Forfeiture............................................................................ 86
16.35. Highly Compensated Employee........................................................... 86
16.36. Highly Compensated Participant........................................................ 88
16.37. Hour of Service....................................................................... 88
16.38. Inactive Participant.................................................................. 90
16.39. Key Employee.......................................................................... 90
16.40. Late Retirement Date.................................................................. 91
16.41. Leased Employee....................................................................... 91
16.42. Limitation Year....................................................................... 92
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16.43. Non-Highly Compensated Employee....................................................... 92
16.44. Non-Key Employee...................................................................... 92
16.45. Normal Form of Benefit................................................................ 92
16.46. Normal Retirement Age................................................................. 93
16.47. Normal Retirement Date................................................................ 93
16.48. Participant........................................................................... 93
16.49. Participating Employer.................................................................. 93
16.50. Period of Military Duty................................................................. 93
16.51. Period of Service....................................................................... 93
16.52. Period of Severance..................................................................... 93
16.53. Plan.................................................................................... 93
16.54. Plan Administrator...................................................................... 95
16.55. Plan Year............................................................................... 95
16.56. Predecessor Employer.................................................................... 95
16.57. Present Value of Accrued Benefit........................................................ 95
16.58. Primary Social Security Retirement Benefit.............................................. 95
16.59. Qualified Domestic Relations Order...................................................... 96
16.60. Qualified Joint and Survivor Annuity.................................................... 97
16.61. Qualified Pre-Retirement Survivor Annuity............................................... 97
16.62. Re-employment Commencement Date......................................................... 97
16.63. Re-entry Date........................................................................... 97
16.64. Regulation.............................................................................. 97
16.65. Retirement.............................................................................. 97
16.66. Social Security Retirement Age.......................................................... 97
16.67. Spouse.................................................................................. 98
16.68. Straight Life Annuity................................................................... 98
16.69. Super Top-Heavy Plan.................................................................... 98
16.70. Top-Heavy Group......................................................................... 98
16.71. Top-Heavy Plan.......................................................................... 98
16.72. Top-Heavy Ratio......................................................................... 99
16.73. Top-Paid Group.......................................................................... 100
16.74. Trust Agreement......................................................................... 101
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16.75. Trust Fund.............................................................................. 101
16.76. Trustee................................................................................. 101
16.77. Valuation Date.......................................................................... 101
16.78. Year of Accrual Service................................................................. 101
16.79. Year of Eligibility Service............................................................. 101
16.80. Year of Service......................................................................... 102
16.81. Year of Vesting Service................................................................. 102
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PENSION PLAN FOR EMPLOYEES OF
AMPHENOL CORPORATION
PREAMBLE
The Board of Directors of AMPHENOL CORPORATION, a Delaware corporation,
approved and adopted a defined benefit pension plan for certain Employees,
effective as of December 31, 1997, which amended and restated the Salaried
Employees Pension Plan of the Amphenol Corporation, as previously amended
effective January 1, 1989 (hereinafter referred to as the "Predecessor Plan");
and which now serves as the single plan to pay benefits to Employees previously
participating in certain other plans maintained by the Employer or its
affiliates, which plans were merged and consolidated into the Plan effective as
of December 31, 1997.
Prior to December 31, 1997, Amphenol Corporation and certain of its
affiliates maintained the following defined benefit pension plans for eligible
employees:
- Salaried Employee's Pension Plan of the Amphenol Corporation
- The Hourly Employees' Pension Plan of Amphenol Corporation
- Pension Plan for Hourly Paid Employees of Chatham Cable Company
- Pyle-National Retirement Plan for Salaried Employees
- LPL Technologies Inc. Retirement Plan
- Pyle-National Retirement Plan for Hourly Employees
- Pension Plan for Salaried Employees of the Sidney Division of the
Amphenol Corporation
- Pension Plan for Hourly Employees of the Sidney Division of the Amphenol
Corporation
All of the aforesaid plans were merged and consolidated effective as of
December 31, 1997. All benefits previously provided under the plans are provided
under the Plan subsequent to the merger and consolidation. All assets of the
plans were transferred to the Plan and Trust and are, on an ongoing basis,
available to pay benefits to employees and their beneficiaries;
The Employer continues to desire to retain the distinct benefit structures
that applied to the participants of the plans prior to the merger and
consolidation to the greatest extent possible. To accomplish this, the Plan
document cross-references certain Exhibits which constitute the text of the
pre-merger plans with subsequent amendments. The persons eligible to participate
in the Plan are defined by the language of the Plan
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document which cross-references the Exhibits. To the extent there is a
discrepancy between the Plan document and any Exhibit with respect to the
definition of the Eligible Class of employees, the Plan document will govern.
The Exhibits do not reflect amendments required to be made pursuant to the
applicable laws referenced on the cover page. All such amendments have been made
to the Plan document, and apply to the Exhibits. In other respects, to the
extent practicable the Exhibits shall govern the nature, form and timing of
benefits under the Plan.
It is the intention of Amphenol Corporation to restate the Plan as of the
date set forth on the cover page, and that the Plan continue to meet the
requirements of Section 401(a) of the Internal Revenue Code.
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ARTICLE I.
ELIGIBILITY
1.1. Eligibility: An Employee shall be eligible to participate in this Plan
only to the extent that he or she is in an Eligible Class. The terms and
conditions of eligibility shall be determined by reference to the Exhibit
attached hereto which corresponds to the Employee's Eligible Class.
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ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall contribute to the Plan
from time to time such amounts as the Plan Administrator and the Employer shall
determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2. Limitation on Contribution: Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or to correct an error, in which event, the Employee shall make a
contribution to the Plan even if it causes the limitation under Code Section 404
to be exceeded.
2.3. Time of Payment: The Employer will pay to the Trustee its contribution
to the Plan for each Plan Year, within the time prescribed by law, including
extensions of time, for the filing of the Employer's federal income tax return
for the Fiscal Year. In no event, however, will payment to the Trustee be made
after the expiration of the time limit prescribed for satisfaction of the
minimum funding requirements of Code Section 412.
2.4. No Additional Liability: The pension benefits to be provided under the
Plan shall be only such as can be provided by the assets of the Trust Fund and,
except as provided by law, there shall be no liability or obligation on the part
of the Employer to make any further contributions to the Plan in the event of
its termination. Except as otherwise required by ERISA or other applicable law,
no liability for the payment of benefits hereunder shall be imposed upon the
Employer, or the officers, directors or stockholders of the Employer.
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ARTICLE III.
EMPLOYER CONTRIBUTIONS
3.1. Required Contributions: The amount of contributions required of
Participants as a condition for receiving benefits provided hereunder shall be
determined by reference to the Exhibit that corresponds to the Participant's
classification and status.
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ARTICLE IV.
PLAN BENEFITS
4.1. Plan Benefits: A Participant's benefits, including death benefits,
shall be determined by reference to the Exhibit corresponding to the
Participant's classification and status; provided, however, effective December
12, 1994, notwithstanding any provision of this Plan to the contrary, including
any applicable Exhibit, benefits with respect to qualified military service will
be provided in accordance with section 414(u) of the Code.
4.2. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer contributions to
be provided under this Section for each Non-Key Employee who is a Participant
during a Plan Year in which the Plan is Top-Heavy Plan shall equal the product
of (1) said Participant's Compensation averaged over the five (5) consecutive
Limitation Years (or actual number of Limitation Years, if less) which produce
the highest average and (2) the lesser of (i) two percent (2%) multiplied by
Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under Code
Section 416, a Non-Key Employee who is not a Participant solely because (1) his
Compensation is below a stated amount or (2) he declined to make required
contributions (if required) to the Plan will be considered to be a Participant.
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Years of Service for any Plan Year
beginning before January 1, 1984, or for any Plan Year during which the Plan was
not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation Year
ending in a Plan Year which began prior to January 1, 1984, subsequent to the
last Limitation Year during which the Plan is a Top-Heavy Plan, or in which the
Participant failed to complete a Year of Service, shall be disregarded.
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(e) For the purposes of determining the top-heavy minimum benefit
under this Section, Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of Benefits" provides for
the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If a Non-Key Employee participants in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but not a
Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this Plan
and a defined contribution plan included in a Required Aggregation Group which
is top-heavy, the extra minimum Accrued Benefit (required by the Article herein
entitled "Section 415 Limitation on Benefits" to provide the higher limitations)
shall be provided for each Non-Key Employee who is a Participant by substituting
three percent (3%) for two percent (2%) and thirty percent (30%) for twenty
percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, a minimum allocation of five percent (5%) of Compensation
shall be provided under the defined contribution plan. If the defined
contribution plan is amended so that the minimum benefits are no longer provided
under the defined contribution plan, the minimum benefits shall be provided
under this Plan.
However, for any Plan Year when (1) the Plan is a Top-Heavy Plan but not a
Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this Plan
and a
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defined contribution plan included in a Required Aggregation Group which
is top-heavy, seven and one-half percent (71%) shall be substituted for five
percent (5%) above.
(k) The preceding provisions of this Section shall be inapplicable to
the extent not required of this Plan pursuant to Code Section 416(i)(4).
4.3. Non-Duplication of Benefits: If an Inactive Participant who is no
longer actively employed by the Employer again becomes actively employed by the
Employer in the same Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to have received a distribution of a vested Accrued Benefit under
the Plan by reason of prior participation (and such distribution has not been
repaid to the Plan with interest as described in the preceding paragraph within
a period of the earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the close of the first
period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit
determined as of the date of distribution.
4.4. Transfers, Service with Affiliated Employers: The benefits provided
hereunder as to an Employee who transfers employment to or from an Affiliated
Employer or into another Eligible Class shall be determined by reference to this
Article and the Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED
EMPLOYERS."
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ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit
(a) Notwithstanding the foregoing and subject to the exceptions below,
the maximum Annual Benefit payable to a Participant under this Plan in any
Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's Compensation
averaged over three consecutive Limitation Years (or the actual number of
Limitation Years for Employees who have been employed for less than three
consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employee.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit", payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
(c) Notwithstanding anything in the Article to the contrary, if the
Plan was in existence on May 6,
1986, and had complied at all times with the requirements of Code Section 415,
the maximum Annual Benefit for any individual who is a Participant as of the
first day of the Limitation Year beginning after December 31, 1986, shall not be
less than the Current Accrued Benefit. "Current Accrued Benefit" shall mean a
Participant's Accrued Benefit under the Plan, determined as if the Participant
had separated from service as of the close of the last Limitation Year beginning
before January 1, 1987, when expressed as an Annual Benefit within the meaning
of Code Section 415(b)(2). In determining the amount of a Participant's Current
Accrued Benefit, the following shall be disregarded: (1) any change in the terms
and conditions of the Plan after May 5, 1986; and (2) any cost of living
adjustment occurring after May 5, 1986.
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(d) The dollar limitation under Code Section 415(b)(1)(A) stated in
paragraph (a)(1) above shall be adjusted annually as provided in Code Section
415(d) pursuant to the Regulations. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation Years ending
with or within that calendar year.
(e) The limitation stated in paragraph (a)(2) above for Participants
who have separated from service with a non-forfeitable right to an Accrued
Benefit shall be adjusted annually as provided in Code Section 415(d) pursuant
to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined benefit
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member of a
controlled group of corporations, trades or businesses under common control (as
defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by
Code Section 415(h)) or is a member of an affiliated service group (as defined
by Code Section 414(m)), all employees of such employers shall be considered to
be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code Section
413(c) plan, all employers of a Participant who maintain this Plan will be
considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is consistent with the reduction for old-age insurance
benefits commencing before the Social Security Retirement Age under the Social
Security Act.
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(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
benefit begins on or after age sixty-two (62). If the Annual Benefit begins
before age sixty-two (62), the $90,000 limitation shall be reduced by each month
benefits commence before the Participant attains age sixty-two (62) so that it
is the Actuarial Equivalent of the $90,000 limitation beginning at age sixty-two
(62). However, the $90,000 limitation shall not be actuarially reduced to less
than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the $75,000
limitation at age fifty-five (55) if the Annual Benefit commences prior to age
fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable prior to age
sixty-two (62) or the $75,000 limitation applicable prior to age fifty-five
(55), the adjustment shall be made pursuant to the general principles set forth
in this Plan for determining Actuarial Equivalence except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age sixty-two (62), then the
$90,000 limitation shall be reduced so that it is the Actuarial Equivalent of
the $90,000 limitation beginning at age sixty-two (62). However, the $90,000
shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
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(2) the amount which is the Actuarial Equivalent of the $75,000
limitation at age fifty-five (55) if the Annual Benefit commences prior to age
fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable prior to
age sixty-two (62) or the $75,000 limitation applicable prior to age fifty-five
(55), the adjustment shall be made pursuant to the general principles used
herein for determining the Actuarial Equivalent except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(e) For purposes of adjusting the Annual Benefit to a Straight
Life Annuity, the adjustment shall be made pursuant to Section 2.2 except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A hereto.
(f) For purposes of adjusting the $90,000 limitation applicable
after age 65, the adjustment shall be made the Actuarial Equivalent except that
the interest rate assumption shall be the lesser of five percent (5%) or the
rate specified in Schedule A hereto and the mortality decrement shall be ignored
to the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable
after the Participant's Social Security Retirement Age (or for Plan Years
beginning prior to January 1, 1987, age 65) the adjustment shall be made for the
Actuarial Equivalent except that the interest rate assumption shall be the
lesser of five percent (5%) or the rate specified in Schedule A hereto and the
mortality decrement shall be ignored to the extent that a Forfeiture does not
occur at death.
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
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(j) Notwithstanding the aforesaid, effective for Plan Years after
January 1, 1997, if benefits commence prior to age 62, the dollar limitation
under Code Section 415(b) shall be the Actuarial Equivalent of the Participant's
limitation for benefits commencing at age 62, reduced for each month by which
benefits commence before the month in which the Participant attains age 62. In
order to determine Actuarial Equivalents for this purpose, the lesser of the
Actuarial Equivalent amount computed using the Plan interest rate and the
Applicable Mortality Table, and the amount computed using 5% interest and the
Applicable Mortality Table shall be used. If the annual benefit is paid in a
form other than a non-decreasing life annuity payable for a period not less than
the life of a Participant (or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse,) the Actuarial Equivalent
amount shall be determined by substituting the Applicable Interest Rate for five
percent (5%) in the preceding sentence.
Further, for purposes of adjusting the benefit to a straight life annuity,
the equivalent Annual Benefit shall be the greater of the equivalent Annual
Benefit computed using the Plan interest rate and the Applicable Mortality
Table, and the equivalent Annual Benefit computed using five-percent (5%)
interest rate assumption and the Applicable Mortality Table. If the Annual
Benefit is paid in a form other than a non-decreasing life annuity payable for a
period not less than the life of a Participant or, in the case of a Qualified
Pre-Retirement Survivor Annuity, the life of the surviving spouse, the
Applicable Interest Rate shall be substituted for five percent (5%) in the
preceding sentence.
5.3. Annual Benefit Not in Excess of $10,000: This Plan may pay an Annual
Benefit to any Participant in excess of his maximum Annual Benefit if the Annual
Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or
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mandatory Employee contributions, such contribution will not be considered a
separate defined contribution plan maintained by the Employer.
5.4. Participation or Service Reductions: If a Participant has less than
ten (10) Years of Participation in the Plan at the time he begins to receive
benefits under the Plan, the limitations in Sections 5.1(a)(1) and 5.2 shall be
reduced by multiplying such limitations by a fraction (a) the numerator of which
is the number of years of participation (or part thereof) in the Plan, and (b)
the denominator of which is ten (10); provided, however, that said fraction
shall in no event be less than 1/10th. The limitations of Sections 5.1(a)(2) and
5.3 shall be reduced in the same manner except the preceding sentence shall be
applied with respect to Years of Service with the Employer rather than Years of
Participation in the Plan. Additionally, to the extent provided in Regulations,
for years beginning after December 31, 1986, the above described reductions to
the limitations in Sections 5.1(a)(1) (except for purposes of Section 5.5(c)(2))
and 5.2 shall be applied separately with respect to each change in the benefits
structure of the Plan adopted before August 3, 1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exceptions in Section 5.5(f) and Section 5.5(g)
below, if a Participant is (or has been) a participant in one or more defined
benefit plans and one or more defined contribution plans maintained by the
Employer, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Limitation Year may not exceed 1.0.
(b)(1). The defined benefit plan fraction is a fraction, the numerator
of which is the sum of the Participant's projected annual benefits under all
defined benefit plans (whether terminated or not) maintained by the Employer,
and the denominator of which is the lesser of one hundred twenty-five percent
(125%) of the dollar limitation determination for the Limitation Year under Code
Sections 415(b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415(b).
Notwithstanding the above, if the Participant was a Participant as of the
first day of the first Limitation Year beginning after December 31, 1986, in one
or more defined
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benefit plans maintained by the Employer which were in existence on May 6, 1986,
the denominator of this fraction will not be less than one hundred twenty-five
percent (125%) of the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last Limitation Year beginning
before January 1, 1987, disregarding any changes in the terms and conditions of
such plans after May 5, 1986.
The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section 415
for all Limitation Years beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section 415,
the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
(3) For purposes of applying the limitations of Code Section 415,
"protected current accrued benefit" for any Participant in a defined benefit
plan in existence on July 1, 1982 will be the accrued benefit, payable annually,
provided for under question T-3 of Internal Revenue Service Notice 83-10.
(c)(1) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419(e) or individual medical accounts,
as defined in Code Section 415(1)(2), maintained by the Employer, and the
denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
"maximum aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections
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415(b) and (d) in effect under Code Section 415(c)(1)(A) or thirty-five
percent (35%) of the Participant's Section 415 Compensation for such Limitation
Year.
If the Employee was a participant as of the end of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer which were in existence on May 6,
1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0, multiplied by
(ii) the denominator of this fraction will be permanently
subtracted from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding any changes
in the terms and conditions of such plans made after May 5, 1986, but using the
Section 415 limitation applicable to the first Limitation Year beginning on or
after January 1, 1987.
The annual addition for any Limitation Year beginning before January 1, 1987,
will not be recomputed to treat all Employee contributions as annual additions.
(2) Notwithstanding the foregoing, the numerator of the defined
contribution plan fraction will be adjusted pursuant to Regulation 1.415-7(d)(1)
and questions T-6 and T-7 of Internal Revenue Service Notice 83-10.
(3) For defined contribution plans in effect on or before June 1,
1982, the Plan Administrator may elect, for any Limitation Year ending after
December 31, 1982, that the amount taken into account in the denominator for
every Participant for all Limitation Years ending before January 1, 1983 will be
an amount equal to (A) the denominator for the Limitation Year ending in 1982
determined under the law in effect for the Limitation Year ending in 1982,
multiplied by (B) the "transition fraction".
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(4) For purposes of the preceding paragraph, the term "transition
fraction" will mean a fraction (A) the numerator of which is the lesser of (i)
$51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the Participant's
415 Compensation for the Limitation Year ending in 1981, and (B) the denominator
of which is the lesser of (i) $41,500 or (ii) twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, $41,500 will be substituted for $51,875 in
determining the "transition fraction" unless the extra minimum allocation is
being provided under the Plan pursuant to Code Section 416(h)(2). However, for
any Limitation Year in which this Plan is a Super Top-Heavy Plan, $41,500 will
be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in which
the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be substituted
for "One Hundred Twenty-Five Percent (125%)" in paragraphs (b)(1) and (c)(1)
unless the extra minimum allocation is being provided hereunder pursuant to Code
Section 416(h)(2). However, for any Limitation Year in which the Plan is a Super
Top-Heavy Plan, "One Hundred Percent (100%)" will be substituted for "One
Hundred Twenty-Five Percent (125%)" in any event.
(e) If the sum of the defined benefit plan fraction and the defined
contribution plan fraction will exceed 1.0 in any Limitation Year for any
Participant, the Plan Administrator will adjust the numerator of the defined
benefit plan fraction so that the sum of both fractions will not exceed 1.0 in
any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for One
Hundred Twenty-five Percent (125%) and $41,500 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any Limitation Year, such Participant will be subject to the following
restrictions for each future Limitation Year until the 1.0 limitation is
satisfied:
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(i) the Participant's Accrued Benefit under the defined benefit
plan will not increase,
(ii) no annual additions may be credited to a Participant's
accounts, and
(iii) no Employee contributions (voluntary or mandatory) will be
made under any defined benefit plan or any defined contribution plan of the
Employer.
(g) Notwithstanding any provision to the contrary in this Section, for
Limitation Years beginning after December 31, 1999, if an Employee is (or has
been) a Participant in one or more defined benefit plans and one or more defined
contribution plans maintained by the Employer, the sum of the defined benefit
plan fraction and the defined contribution plan fraction for any limitation year
MAY exceed 1.0. After the above effective date, only the limitations of Code
Section 415(b) will apply to this defined benefit plan. No adjustment need be
made to either the defined benefit or defined contribution fraction in the event
that the combined defined benefit/defined contribution limit exceeds 1.0 in any
Limitation Year.
5.6. Incorporation By Reference: Notwithstanding anything contained in this
Section to the contrary, the limitations, adjustments and other requirements
prescribed in this Section will at all times comply with the provisions of Code
Section 415 and the Regulations thereunder, the terms of which are specifically
incorporated herein by reference.
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ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and nonforfeitable
interest in his or her Accrued Benefit attributable to Employer contributions in
accordance with the Exhibit attached hereto which corresponds to the
Participant's classification and status.
6.2. Top-Heavy Vesting: Notwithstanding the vesting provided for above, for
any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of any
Participant who has one (1) Hour of Service after the Plan becomes a Top-Heavy
Plan will be a percentage of the Participant's Accrued Benefit determined on the
basis of the Participant's number of Years of Vesting Service according to the
schedule included in the Exhibit corresponding to the Participant's
classification and status.
6.3. Service Computation Period; Service Credit For vesting purposes, Years
of Vesting Service, Breaks in Service and any other conditions relative to
vesting shall be determined by reference to the Exhibit corresponding to the
Participant's classification and status.
6.4. Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with the
date the amendment is adopted or deemed to be made and will end on the latest
of:
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(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting
schedule or computation of a Participant's nonforfeitable percentage shall apply
to a Participant unless such Participant is credited with an Hour of Service on
or after the date of the change.
6.5. Amendments Affecting Vested and/or Accrued Benefit. No amendment to
the Plan will be effective to the extent that it has the effect of decreasing a
Participant's Accrued Benefit. Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted under
Section 412(c) (8) of the Code. For purposes of this Section, a Plan amendment
which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.6. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subjected to divestiture for cause.
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ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the Participant with a
notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution. Such notice shall be given to the Participant in person or shall
be mailed to the Participant's current address as reflected in the Employer's
records.
7.2. Waiver of Thirty (30) Day Notice Period: Notwithstanding the
provisions of Section 7.1 above, such distribution may commence less than thirty
(30) days after the notice required under Regulation Section 1.411(a)-11(c) is
given, provided that:
(a) the Plan Administrator clearly informs the Participant that the
Participant has a right to a period of at least thirty (30) days after receiving
the notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option);
(b) the Participant, after receiving the notice, affirmatively elects
the distribution; and
(c) to the extent applicable, the requirements of Section 8.4 are
satisfied.
7.3. Form of Payment. The automatic form of retirement benefit, and any
optional forms of benefits shall be determined by reference to the Exhibit
corresponding to the Participant's classification and status.
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7.4. Actuarial Equivalent Benefit : Except to the extent a Participant's
benefits are suspended in accordance with the rules set forth in the Section
below captioned "Suspension of Benefits", or as otherwise specifically set forth
herein, the amount of any form of benefit under the terms of this Plan will be
the Actuarial Equivalent of the Participant's Accrued Benefit in the Normal Form
commencing at Normal Retirement Age.
7.5. Payment Without Participant Consent:
(a) Effective for Plan Years beginning after December 31, 1997, with
respect to Accrued Benefits payable by reference to an Exhibit which provided
for the immediate cash-out of de minimis benefits prior to January 1, 1998, if
the Actuarial Equivalent present value of Participant's vested Accrued Benefit
derived from Employer and Employee contributions does not exceed $5,000, the
Participant or beneficiary entitled to such benefit will receive a single sum
distribution of cash or property of the Actuarial Equivalent value of the entire
vested Accrued Benefit. If the value of a Participant's Vested Accrued Benefit
exceeded $5,000 at the time of any distribution under the Plan, the value of the
benefit shall be deemed to exceed $5,000 at all times thereafter until March 22,
1999. If the Participant has no vested interest in a benefit, the Participant
shall be deemed to have a distribution of zero dollars on the Participant's
termination from service date. This provision is applicable to all distributions
under the Plan, including any death benefit.
(b) In the event that the Participant has terminated employment and
the Participant (and the Participant's Spouse, if applicable) neither consents
to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefits exceeds $3,500, or, effective January 1, 1998, $5,000 or such greater
amount as permitted under the Code.
(c) Notwithstanding the foregoing, the Plan Administrator may, upon
the Participant's termination of employment, distribute an annuity contract to
the Participant which provides that payments thereunder shall not commence until
a
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later date if such annuity contract satisfies the requirements of Sections
401(a)(11) and 417 of the Code.
7.6. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any part of the
Accrued Benefit could be distributed to the Participant (or surviving Spouse)
before the Participant attains (or would have attained whether or not deceased)
the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued Benefit
derived from Employer and Employee contributions exceeds $3,500, or, effective
January 1, 1998, $5,000 or such greater amount as permitted under the Code, and
the Accrued Benefit is immediately distributable, the Participant and his or her
Spouse (or where either the Participant or the Spouse has died, the survivor)
must consent to any distribution of such Accrued Benefit. The consent of the
Participant and the Spouse shall be obtained in writing within the 90-day period
ending on the Annuity Starting Date. The Plan Administrator shall notify the
Participant and the Participant's Spouse of the right to defer any distribution
until the Participant's Accrued Benefit is no longer immediately distributable.
Such notification shall include a general description of the material features,
and an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need consent
to the commencement of a distribution in the form of a Qualified Joint and
Survivor Annuity while the Accrued Benefit is immediately distributable. Neither
the consent of the Participant nor the Participant's Spouse shall be required to
the extent that a distribution is required to satisfy Code Section 401(a)(9) or
Code Section 415.
7.7. Limitation of Benefits on Plan Termination: The restrictions of
paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a)4-5(c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or
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the Code, said paragraphs (a) and (b) shall be ineffective without the necessity
of further amendment.
(a) In the event that the Plan is terminated, the benefit of each
Highly Compensated Participant and each former Highly Compensated Employee shall
be limited to a benefit which is nondiscriminatory within the meaning of Code
Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the monthly
payments made from the Plan to Highly Compensated Employees and to former Highly
Compensated Employees who are among the twenty-five most highly paid Employees
with the greatest Compensation in the current or any prior year, shall be
limited to an amount equal to the monthly payments that would be made on behalf
of the Employee under a Straight Life Annuity that is the Actuarial Equivalent
of the sum of the Employee's Accrued Benefit, the Employee's other benefits
under the Plan (other than a social security supplement, within the meaning of
Section 1.411(a)-7(c)(4)(ii) of the Regulations), and the amount the Employee is
entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however, if
(1) after payment of benefits to an Employee described above, the
value of Plan assets equals or exceeds one hundred ten percent (110%) of the
value of current liabilities, as defined in Code Section 412(d)(7),
(2) the value of benefits provided under the Plan for an Employee
described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to any
Employee described above does not exceed $3,500, or, effective January 1, 1998,
$5,000 or such greater amount as permitted under the Code.
(c) For purposes of this Section, the term "benefit" shall include
loans in excess of the amounts set forth in Code Section 72(p)(2)(A), any
periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
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An Employee's otherwise restricted benefit may be distributed in full to
the affected Employee if prior to receipt of the restricted amount the Employee
enters into a written agreement with the Plan Administrator to secure repayment
to the Plan of the restricted amount. The restricted amount is the excess of the
amounts distributed to the Employee (accumulated with reasonable interest) over
the amounts that could have been distributed to the Employee under the Normal
Form described in Section 4.1 of the Plan (accumulated with reasonable
interest). The Employee may secure repayment of the restricted amount upon
distribution by: (1) entering into an agreement for promptly depositing in
escrow with an acceptable depositary property having a fair market value equal
to at least one hundred twenty-five percent (125%) of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least one hundred
percent (100%) of the restricted amount, or (3) posting a bond equal to at least
one hundred percent (100%) of the restricted amount. If the Employee elects to
post bond, the bond will be furnished by an insurance company, bonding company
or other surety for federal bonds.
The escrow arrangement may provide that an Employee may withdraw amounts in
excess of one hundred twenty-five percent (125%) of the restricted amount. If
the market value of the property in an escrow account falls below one hundred
ten percent (110%) of the remaining restricted amount, the Employee must deposit
additional property to bring the value of the property held by the depositary up
to one hundred twenty-five percent (125%) of the restricted amount. The escrow
arrangement may provide that Employee may have the right to receive any income
from the property placed in escrow, subject to the Employee's obligation to
deposit additional property, as set forth in the preceding sentence.
A surety or bank may release any liability on a bond or letter of credit in
excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank that
the Employee (or the Employee's estate) is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow
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agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.
7.8. Early Plan Termination Restrictions: Notwithstanding any provision in
this Plan to the contrary, prior to the Plan Year beginning on January 1, 1993,
and during the first ten (10) years after the effective date hereof, and if full
current costs had not been met at the end of the first ten (10) years, until
said full current costs are Net, the benefits provided by the Employer's
contributions for the Participants whose anticipated annual retirement benefit
at Normal Retirement Date exceeds $1,500 and who at the effective date of the
Plan were among the twenty-five (25) highest paid Employees of the Employer will
be subject to the conditions set forth in the following provisions.
(a) The benefit payable to a Participant described in this Section or his
Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000, or (ii)
an amount equal to 20% of the first $50,000 of the Participant's annual
Compensation multiplied by the number of years from the effective date of the
Plan to the earlier of (A) the date of termination of the Plan, or (B) the date
the benefit of the Participant becomes payable or (C) the date of a failure on
the part of the Employer to meet the full current costs of the Plan; or
(2) if a Participant is a "substantial owner" (as defined in ERISA
Section 4022(b)(5)(A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the present value
of the maximum benefit provided in ERISA Section 4022(b)(3)(B), determined on
the date the Plan terminates or on the date benefits commence, whichever is
earlier and in accordance with regulations of the Pension Benefit Guaranty
Corporation.
(b) If the Plan is terminated or the full current costs thereof have not
been met at any time within ten (10) years after the effective date, the
benefits which any of the Participants described in this Section may receive
from the Employer's contribution shall not exceed the benefits set forth in
paragraph (a) above. If at the end
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of the first ten (10) years the full current costs are not met, the restrictions
will continue to apply until the full current costs are funded for the first
time.
(c) If a Participant described in this Section leaves the employ of the
Employer of withdraws from participation in the Plan when the full current costs
have been met, the benefits which he may receive from the Employer contributions
shall not at any time within the first ten (10) years after the effective date
exceed the benefits set forth in paragraph (a) above, except as provided in
paragraph (i) below.
(d) These conditions shall not restrict the full payment of any survivor's
benefits on behalf of a Participant who dies while in the Plan and the full
current costs have been met.
(e) These conditions shall not restrict the current payment of full
retirement benefits called for by the Plan for any retired Participant while the
Plan is in full effect and its full current costs have been met, provided an
agreement, adequately secured, guarantees the repayment of any part of the
distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant shall have been
suspended or limited in accordance with the limitations of paragraphs (a), (b),
and (c) above because the full current costs of the Plan shall not then have
been met, and if such full current costs shall thereafter be met, then the full
amount of the benefits payable to such Participant shall be resumed and the
parts of such benefits which have been suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c) above, if on
the termination of the Plan within the first ten (10) years after the effective
date, the funds, contracts, or other property under the Plan are mot than
sufficient to provide Accrued Benefits for Participants and their Beneficiaries
including full benefits for all Participants other than such of the twenty-five
(25) highest paid Employees as are still in the service of the Employer and also
including Accrued Benefits as limited by this Section for such twenty-five (25)
highest paid Employees, then any excess of such funds, contracts, and property
shall be used to provide Accrued Benefits for the twenty-
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five (25) highest paid Employees in excess of such limitations of this Section
up to the Accrued Benefits to which such Employees would be entitled without
such limitations.
(h) In the event that Congress should provide by statutes, or the Treasury
Department or the Internal Revenue Services should provide by regulation or
ruling, that the limitations provided for in this Article are not longer
necessary in order to meet the requirement for a qualified plan under the Code
as then in effect, the limitations in this Article shall become void and shall
no longer apply without the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to any Employee subject to
the above restrictions in an amount in excess of that amount otherwise permitted
under this Article, an agreement shall be made, with adequate security
guaranteeing repayment of any amount of the distribution that is restricted.
Adequate security shall mean property having a fair market value of at least one
hundred twenty-five percent (125%) of the amount which would be repayable if the
Plan had terminated on the date of distribution of such lump sum. If the fair
market value of the property falls below on hundred ten percent (110%) of the
amount which would then be repayable if the Plan were then to terminate, the
distributee shall deposit additional property to bring the value of the property
to one hundred twenty-five percent (125%) of such amount.
In the event of the termination of partial termination of this Plan, the
rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.9. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which were suspended under the preceding
sentence, i.e. as if the Employee had been receiving benefits since Normal
Retirement Age.
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(b) Resumption of Payment. If benefit payments have been suspended,
payments shall resume no later than the first day of the third calendar month
after the calendar month in which the Employee ceases to be employed in
"service" as defined in ERISA Section 203(a)(3)(B). This initial payment upon
resumption shall include the payment scheduled to occur in the calendar month
when payments resume and any amounts withheld during the period between the
cessation of "service" under Section 203(a)(3)(B) of ERISA and the resumption of
payments.
(c) Notification. No payment shall be withheld by the Plan pursuant to
this Section unless the Plan Administration notifies the Employee by personal
delivery or first class mail during the first calendar month or payroll period
in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's procedures
for affording a review of the suspension of benefits. Requests for such reviews
may be considered in accordance with the claims procedure adopted by the Plan
pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a Straight Life Annuity of a Qualified Joint and Survivor Annuity, an amount
equal to the portion of a monthly benefit payment derived from Employer
contributions.
(2) Other Benefit Forms. In the case of a benefit payable in a
form other than the form described in subsection (1) above, an amount equal to
the Employer-provided portion of benefit payments for a calendar month in which
the Employee is employed in ERISA Section 203(a)(3)(B) service, equal to the
lesser of
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(i) The amount of benefits which would have been payable to
the Employee if he or she had been receiving monthly benefits under the Plan
since actual retirement based on a Straight Life Annuity commencing at actual
retirement age; or
(ii) The actual amount paid or scheduled to be paid to the
Employee for such month. Payments which are scheduled to be paid less frequently
than monthly may be converted to monthly payments.
(e) Minimum Benefits.This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top-Heavy Plan".
7.10. Restrictions on Commencement Of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of benefits
will begin no later than the 60th day after the later of the close of the Plan
Year in which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participated in the Plan; or
(3) the Participant terminates services with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant and
the Participant's Spouse, if any, to consent to a distribution while a benefit
is payable under the Article entitled "Plan Benefits", will be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this paragraph.
7.11. Minimum Distribution Requirements: All distributions required under
this Article will be determined and made in accordance with the minimum
distribution requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a)(9)-2. Notwithstanding the preceding sentence, for
Plan Years beginning after December 31, 1996, the term "required beginning date"
means
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the pre-Small Business Job Protection Act required beginning date of April 1
of the calendar year following the calendar year in which the Participant
attains age 70 1/2 regardless of whether the Participant is a 5-percent owner
(as defined in Code Section 416). Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiples found in
Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a Participant is
the first day of April of the calendar year following the calendar year in which
the Participants attains age 70 1/2.
(2) Transitional Rules: The required beginning date of a Participant
who attains age 70 1/2 before 1988 will be determined in accordance with (i) or
(ii) below:
(i) Non-5-percent owners: The required beginning date of a
Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
requirement or attainment of age 70 1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 70 1/2 during 1988 and
who has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant attains age
70 1/2, or
(B) the earlier of the calendar year with or within which ends
the Plan Year in which the Participant becomes a 5-percent owner, or the
calendar year in which the Participant retires.
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(3) A Participant is treated as a 5-percent owner for purposes of
this paragraph if such Participant is a 5-percent owner as defined in Code
Section 416(i) (determined in accordance with Code Section 416 but without
regard to whether the Plan is a Top-Heavy Plan) at any time during the Plan
Year ending with or within the calendar year in which such owner attains age
66 1/2 or at any subsequent Plan Year.
(4) Once distributions have begun to a 5-percent owner under this
paragraph, distributions must continue, even if the Participant ceases to be a
5-percent owner in a subsequent year.
(b) Limits On Distribution Periods: As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated
Beneficiary;
(3) a period certain not extending beyond the life
expectancy of the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning
Date:
(1) If a Participant's benefit is to be distributed over (i)
a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution
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selected must have assured that at least 50% of the Present Value
of the Accrued Benefit available for distribution was to be paid within the life
expectancy of the Participant.
(3) For calendar years beginning after 1988, the amount to
be distributed each year, beginning with distributions for the first
distribution calendar year, will not be less than the quotient obtained by
dividing the Participant's Accrued Benefit by the lesser of (i) the applicable
life expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of the Proposed Regulations Section 1.401(a)(9)-2. Distributions after the death
of the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulations Section
1.401(a)(9)-2.
(4) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar year in which
the Participant's required beginning date occurs, must be made on or before
December 31 of that distribution calendar years.
(5) If the Participant's Accrued Benefit is to be
distributed in the form of an annuity purchased from an insurance company, no
such annuity contract will be purchased unless the distributions thereunder will
be made in accordance with the requirements of Code Section 401(a)(9) and the
Proposed Regulations thereunder.
(6) For purposes of determining the amount of the required
distribution for the first distribution calendar year, the Accrued Benefit to be
used will be the Accrued Benefit as of the last Valuation Date in the calendar
year immediately preceding the first distribution calendar year. For all other
years, the Accrued Benefit will be determined as of the last Valuation Date
preceding such distribution calendar year.
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For purposes of this paragraph, if any portion of the
minimum distribution for the first distribution calendar is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.12. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and subject
to the requirements of the Article herein entitled "Joint and Survivor Annuity
Requirements", distribution on behalf of any Participant, including 5-percent
owner, will be made in accordance with all of the following requirements
(regardless of when such distribution commences):
(1) The distribution by the Trust Fund is one which would not
have disqualified the Trust Fund under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participants is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as of
December 31, 1983; and
(5) The method of distribution designated by the Participant or
the Beneficiary specifies the time at which distributions will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the beneficiaries of the Participant
listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required
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information described above with respect to the distributions to be made upon
the death of the Participant.
(c) For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Participant or the Beneficiary to
whom such distributions is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401(a)(9) and the Proposed Regulations
thereunder. If a designation is revoked subsequent to the date distributions are
required to begin, the Plan must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Code Section 401(a)(9) and the Proposed Regulations thereunder, but for
an election under the Tax Equity and Fiscal Responsibility Act ("TEFRA") Section
242(b)(2). For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit requirements
in Regulations Section 1.401(a)(9)-2. Any changes in the designation will be
considered to be a revocation of the designation. However, the mere substitution
or addition of another beneficiary (one not named in the designation) under the
designation will not be considered to be a revocation of the designation so long
as such substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life). If an amount is transferred
or rolled over from one plan to another plan, the rules in Q&A 1-2 and Q&A 1-3
of Proposed Treasury Regulations 1.401(a)(9)-2 will apply.
7.13. Distribution of Death Benefit
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in
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the Plan. Such designation will remain in force until revoked by the Participant
by filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning After Death: If the Participant dies
before distribution of benefits begins, distribution of the Participant's
Accrued Benefit will be completed by December 31 of the calendar year in which
occurs the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit is
payable to a designated Beneficiary, distributions may be made over the life of,
or over a period certain not greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 701/2.
If the Participant has not made an election pursuant to this paragraph
prior to death, the Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section, or
(2) December 31 of the calendar year in which occurs the fifth anniversary of
the Participant's death. If the Participant has no designated Beneficiary, or if
the designated Beneficiary does not elect a method of distribution, distribution
of the Participant's Accrued Benefit must be completed by December 31 of the
calendar year in which occurs the fifth anniversary of the Participant's death.
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For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving Spouse if
the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.14. Date Distribution Deemed to Begin: For purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.14(c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to begin
is the date distribution actually commences.
7.15. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations Order ("QDRO") as
defined in ERISA and Code Section 414 (p). Such distribution will be made only
in a form of benefit available under the Plan.
7.16. Payment to a Person Under a Legal Disability: Every person receiving
or claiming benefits under the Plan shall be conclusively presumed to be
mentally competent until the date on which the Plan Administrator receives a
written notice, in a form and manner acceptable to the Plan Administrator, that
such person is incompetent, and that a guardian, conservator or other person
legally vested with the care of the person or estate has been appointed;
provided, however, that if the Plan Administrator shall find that any person to
whom a benefit is payable under the Plan is unable to care for such person's
affairs because of incompetency, any payment due (unless a prior claim therefore
shall have been made by a duly appointed legal
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representative) may be paid to the spouse, a child, a parent, a brother or
sister, or to any person or institution deemed by the Plan Administrator to have
incurred expense for such person otherwise entitled to payment. Any such payment
so made shall be a complete discharge of liability thereof under the Plan. In
the event a guardian or conservator of the estate of any person receiving or
claiming benefits under the Plan shall be appointed by a court of competent
jurisdiction, retirement payments may be made to such guardian or conservator
provided that proper proof of appointment and continuing qualification is
furnished in a form and manner acceptable to the Plan Administrator. Any payment
made on behalf of any such person as provided in this Section shall be binding
on such person and shall be in full discharge of any obligation of such payment
to such person.
7.17. Unclaimed Benefits Procedure: The Plan does not require either the
Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with the Employer,
shall notify any Participant or beneficiary that he or she is entitled to a
distribution under the Plan. In the event that all consecutive checks in payment
of benefits under the Plan remain outstanding for a period of six (6) months,
payment of all such outstanding checks shall be stopped and the issuance of any
further checks shall be suspended until such time as the payee reestablishes
contact and claims benefits. In any event, if the Participant or Beneficiary
fails to claim benefits or make his or her whereabouts known in writing to the
Employer within twelve (12) months of the date of mailing of the notice, or
before the termination or discontinuance of the Plan, whichever should first
occur, the Employer shall treat the Participant's or Beneficiary's unclaimed
Accrued Benefit as a Forfeiture. If a Participant or Beneficiary who has
incurred a Forfeiture of his Accrued Benefit under the provisions of this
Section makes a claim at any time for his or her forfeited Accrued Benefit, the
Employer shall restore the Participant's or Beneficiary's forfeited Accrued
Benefit within sixty (60) days after the Plan Year in which the Participant or
Beneficiary makes the claim.
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7.18. Direct Rollovers: This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
7.19 Certain Highly Compensated Employees: Effective January 1, 1998, to
the extent necessary to comply with the non-discrimination provisions of Section
401(a)(4) of the Code and regulations issued thereunder, the monthly payments
from the Plan to Highly Compensated Employees and to former Highly Compensated
Employees who are among the twenty-five most highly paid Employees with the
greatest Compensation in the current or any prior year, shall be limited to an
amount equal to the monthly payments that would be made on behalf of the
Employee under a Straight Life Annuity that is the Actuarial Equivalent of the
sum of the Employee's other benefits under the Plan (other than a social
security supplement) and the amount the Employee is entitled to receive under a
social security supplement.
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ARTICLE VIII.
JOINT AND SURVIVOR ANNITY REQUIREMENTS
8.1. Applicability Of Provisions: The provisions of this Article will
apply to any Participant who is credited with at least one Hour of Service with
the Employer on or after August 23, 1984 and such other Participants as provided
in this Article to the extent not inconsistent with the terms and provisions of
the Exhibit corresponding to the Participant's classification and status.
8.2. Payment Of Qualified Joint and Survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, within the 90-day period ending on the Annuity Starting Date, the vested
Accrued Benefit of a married Participant will be paid in the form of a Qualified
Joint and Survivor Annuity. Any other Participant's vested Accrued Benefit will
be paid in the form of a Straight Life Annuity.
8.3. Payment Of Qualified Pre-Retirement Survivor Annuity: Unless an
optional form of benefit has been selected within the election period pursuant
to a qualified election, as defined herein, if a Participant dies before the
Annuity Starting Date, the Participant's vested Accrued Benefit will be paid to
the surviving Spouse in the form of a Qualified Pre-Retirement Survivor Annuity
if the Participant has been married to the same Spouse for at least
12-consecutive months. The surviving Spouse shall receive benefits commencing on
the Earliest Retirement Date benefits could have been paid to the Participant if
he has ceased to be an Employee on the date of his death and survived to retire.
8.4. Notice Requirements For Qualified Joint and Survivor Annuity: In
the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no less than thirty (30) days and no more than ninety (90) days prior to
the Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
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(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
For the purposes of this Section, the Annuity Starting Date will mean
the first day of the first period for which an amount is paid as an annuity,
whether by reason of retirement or disability.
Notwithstanding the above, a distribution to a Participant may
commence less than 30 days after the notice required by Code Section 417(a)(3)
is given, provided that the following requirements are met:
(1) The Plan Administrator provides information to the Participant
clearly indicating that the Participant has a right to a period of at least 30
days to consider whether to waive the Qualified Joint and Survivor Annuity and
consent to a form of distribution other than a Qualified Joint and Survivor
Annuity.
(2) The Participant is permitted to revoke an affirmative distribution
election at least until the Annuity Staring Date, or, if later, at any time
prior to the expiration of the 7-day period that begins the day after the
explanation of the Qualified Joint and Survivor Annuity is provided to the
Participant;
(3) The Annuity Staring Date is after the date that the explanation of
the Qualified Joint and Survivor Annuity is provided to the Participant.
However, the Annuity Starting Date may be before the date that any affirmative
distribution election is made by the Participant and before the date that the
distribution is permitted to commence under (4) below, and
(4) Distribution in accordance with the affirmative election does not
commence before the expiration of the 7-day period that begins the day after the
explanation of the Qualified Joint and Survivor Annuity is provided to the
Participant.
8.5. Notice Requirements For Qualified Pre-Retirement Survivor
Annuity: In the case of a Qualified Pre-Retirement Survivor Annuity, the Plan
Administrator will provide each Participant within the applicable period for
such Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity in such terms and in such manner as would be comparable to the
explanation provided for
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meeting the requirements of the above Section applicable to a Qualified Joint
and Survivor Annuity. The applicable period for a Participant is whichever of
the following periods ends last:
(a) the period beginning with the first day of the Plan Year in
which the Participant attains age thirty-two (32) and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five(35);
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to
apply to the Participant; (d) a reasonable period ending after this Article
first applies to the Participant. Notwithstanding the foregoing, notice must be
provided within a reasonable period ending after separation from service in the
case of a Participant who separates from service before attaining age
thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in paragraphs (b), (c) and (d) is
the end of the two (2) year period beginning one (1) year prior to the date the
applicable event occurs, and ending one (1) year after that date. In the case of
a Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice will be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation from service. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be
re-determined.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing to the election;
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(b) the election designates a specific Beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
(c) the election designates a form of benefit payment which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election;
and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be located, a waiver which
complies with (b) and (c) above will be deemed a qualified election. Any consent
by a Spouse obtained under this provision (or establishment that the consent of
a Spouse can not be obtained) will be effective only with respect to such
Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations will not be limited. No
consent obtained under this provision will be valid unless the Participant has
received notice as provided in the paragraphs below.
8.7 Election Period: The period which begins on the first day of the
Plan Year in which the Participant attains age thirty-five (35) and ends on the
date of the Participant's death. If a Participant separates from service prior
to the first day of the Plan Year in which age thirty-five (35) is attained,
with respect to the Accrued Benefit as of the date of separation, the election
period shall begin on the date of separation.
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8.8. Pre-age Thirty-five (35) Waiver: Not applicable.
8.9. Transitional Joint and Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after January 1, 1976, and if such Participant had at least
ten (10) Years of Service for vesting purposes when the Participant separated
from service.
(b) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in (a)
and (b) above) must be afforded to the appropriate Participants during the
period commencing on August 23, 1984, and ending on the date benefits would
otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to subparagraph (b)
and any Participant who does not elect under subparagraph (a) or who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Service for vesting purposes on separation from service,
will have his or her Accrued Benefit distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a life
annuity:
(1) Automatic Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
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(ii) dies on or after Normal Retirement Age while still
working for the Employer;
(iii) begins to receive payments under the Plan on or
after the Qualified Early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before beginning to receive such benefits, such benefits will be
paid in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period. The election
period must begin at least six (6) months before the Participant attains
Qualified Early Retirement Age and end no more than ninety (90) days before the
commencement of benefits. Any election hereunder must be in writing and may be
changed by the Participant at any time.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age will be given the
opportunity to elect, during the election period, to have an early survivor
annuity payable on death. If the Participant elects the early survivor annuity,
payments under such annuity must not be less than the payments which would have
been made to the Spouse under the Qualified Joint and Survivor Annuity if the
Participant has retired on the day after his or her death. Any election under
this provision will be in writing and may be changed by the Participant at any
time. The election period begins on the later of:
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
(ii) the date on which participation begins, and ends on
the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of;
(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
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(ii) the first day of the 120th month beginning before
the Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
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ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 414(p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which states the requirements for such Order, the procedures for review of such
Order and all other provisions for such Order to be determined to be a QDRO.
(a) An Order shall specifically state all of the following in
order to be deemed a QDRO:
(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QRDO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee; or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan
to provide:
(1) any type or form of benefit, or any option not already
provided for in the Plan;
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(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions; or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not be
"Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt. The Plan Administrator
may then forward the Order to the Plan's legal counsel for an opinion as to
whether or not the Order is in fact "Qualified" as defined in Code Section
414(p). Within a reasonable time after receipt of the Order, not to exceed 60
days, the Plan's legal counsel shall make a determination as to its "Qualified"
status and the Participant and any alternate payee(s) shall be promptly notified
in writing of the determination.
(d) If the "Qualified" status of the Order is in question, there
will be a delay in any payout to any payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall separately
account for the amount that would have been payable to the alternate payee(s) if
the Order has been deemed a QDRO. If the Order is not Qualified, or the status
is not resolved (for example, it has been sent back to the Court for
clarification or modification) within 18 months beginning with the date the
first payment would have to be made under the Order, the Plan Administrator
shall pay the separately accounted for amounts to the person(s) who would have
been entitled to the benefits had there been no Order. If a determination as to
the Qualified status of the Order is made after the 18-month period described
above, then the Order shall only be applied on a prospective basis. If the Order
is determined to be a QDRO, the Participant and alternate payee(s) shall again
be notified promptly after such determination. Once an Order is deemed a QDRO,
the Plan Administrator shall pay to the alternate payee(s) all the amounts due
under the QDRO, including separately accounted for amounts during a dispute as
to the Order's qualification.
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(e) The Earliest Retirement Age with regard to the Participant
against whom the Order is entered shall be the date the Participant would
otherwise first be eligible for benefits under the Plan.
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ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Direct Rollovers:
Transfers or Direct Rollovers from other qualified plans are not permitted.
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PENSION PLAN FOR EMPLOYEES OF
AMPHENOL CORPORATION
(1) Amended and restated effective January 1, 2002, except to the extent
the applicable laws named below or the plan amendments incorporated
herein and referenced below provide for an earlier effective date, in
which case such earlier date or dates shall apply.
(2) This Plan document restates the Pension Plan for Employees of Amphenol
Corporation document signed November 21, 1997, by incorporating the
First Amendment effective January 1, 1997, the Second Amendment
effective Various Dates, the Third Amendment effective December 31,
1999, the Fourth Amendment effective December 31, 1999, the Fifth
Amendment effective Various Dates, the Sixth Amendment effective
January 1, 2001, the Seventh Amendment effective Various Dates and the
applicable requirements of the Uruguay Round Agreements Act ("GATT"),
Uniformed Services Employment and Reemployment Rights Act of 1994,
Small Business Job Protection Act of 1996, Taxpayer Relief Act of
1997, Internal Revenue Service Restructuring and Reform Act of 1998,
and the Community Renewal Tax Relief Act of 2000.
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ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfers:
In the event any Employee transfers out of an Eligible Class or from
one Eligible Class to another, such Employee shall receive credit for service
and compensation for determining eligibility, benefit accrual and vesting as set
forth in the Exhibit attached hereto corresponding to each respective Eligible
Class.
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ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspends, or terminate the Plan at
any time. However, no amendment will authorize or permit any part of the Trust
Fund (other than any part that is required to pay taxes and administration
expenses) to be used for or diverted to purposes other than for the exclusive
benefit of the Participants or their Beneficiaries or estates; no amendment will
cause any reduction in the Accrued Benefit of any Participant or cause or permit
any portion of the Trust Fund to revert to or become the property of the
Employer; except to the extent such amendment is required to qualify or maintain
the qualification of the Plan or to deduct or maintain the deductibility of
contributions made to the Plan under the applicable sections of the Code. Any
amendment will become effective as provided therein upon its execution.
For the purposes of this paragraph, an amendment to the Plan which has
the effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to
any Participant prior to the amendment will be treated as reducing the Accrued
Benefit of a Participant, except that an amendment described in clause (b)
(other than an amendment having an effect described in clause (a)) will not be
treated as reducing the Accrued Benefit of a Participant to the extent so
provided in Regulations or under the Code.
12.2. Termination:
(a) The Employer, acting by its Board of Directors, shall have
the right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section
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4042) must satisfy the requirements and follow the procedures outlined herein
and in ERISA Section 4041 for a Standard Termination or a Distress Termination.
Upon any termination (full or partial), all amounts shall be allocated in
accordance with the provisions hereof and the Accrued Benefit, to the extent
funded as of such date, of each affected Participant shall become fully vested
and shall not thereafter be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the Trustee
and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the Participants,
in cash or in kind, in a manner consistent with the requirements of the Plan;
(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distributions of benefits at such time and in such manner as though the Plan had
not been terminated; or
(4) transfer of the assets of the Plan to another qualified plan,
provided that the trust to which the assets are transferred permits the transfer
to be made and, in the opinion of legal counsel for the Employer, the transfer
will not jeopardize the tax-exempt status of the plan or create adverse tax
consequences for the Employer. The amounts transferred will be fully vested at
all times and will not be subject to forfeiture for any reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a)(21)) of the Employer's intention
to terminate the Plan and the proposed date of termination. Such termination
notice must be provided at least sixty (60) days prior to the proposed
termination date. However, in the case of a standard termination, it shall not
be necessary to provide such notice to the Pension Benefit Guaranty Corporation
(PBGC). As soon as practicable after the termination notice is given, the Plan
Administrator shall provide a follow-up notice to the PBGC setting forth the
following:
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(i) a certification of an enrolled actuary of the projected
amount of the assets of the Plan as of the proposed date of final distribution
of assets, the actuarial present value of the "benefit liabilities" (as defined
in ERISA Section 4001(a)(16)) under the Plan as of the proposed termination
date, and confirmation that the Plan is projected to be sufficient for such
"benefit liabilities" as of the proposed date of final distribution;
(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded
exclusively by individual insurance contracts.
(2) No later than the date on which the follow-up notice is sent
to PBGC, the Plan Administrator shall provide all Participants and Beneficiaries
under the Plan with an explanatory statement specifying each such person's
"benefit liabilities", the benefit form on the basis of which such amount is
determined, and any additional information used in determining "benefit
liabilities" that may be required pursuant to regulations promulgated by the
PBGC.
(3) A standard termination may only take place if at the time the
final distribution of assets occurs, the Plan is sufficient to meet all "benefit
liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
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(i) a certification of an enrolled actuary of the amount, as
of the proposed termination date, of the current value of the assets of the
Plan, the actuarial present value (as of such date) of the "benefit liabilities"
under the Plan, whether the Plan is sufficient for "benefit liabilities" as of
such date, the actuarial present value (as of such date) of benefits under the
Plan guaranteed under ERISA Section 4022, and whether the plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date;
(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded
exclusively by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(iii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such
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termination is necessary to enable the Employer to pay its debts pursuant to a
plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by the PBGC that the
Plan is sufficient for "benefit liabilities" or for "guaranteed benefits", or
in the case of a "standard termination", a letter of non-compliance has not
been issued within the sixty (60) day period (as extended) following the
receipt by the PBGC of the follow-up notice, the Plan Administrator shall
allocate the assets of the Plan among Participants and Beneficiaries pursuant
to ERISA Section 4044(a). As soon as practicable thereafter, the assets of
the Plan shall be distributed to the Participants and Beneficiaries, in cash,
in property, or through the purchase or irrevocable commitments from an
insurer. However, if all liabilities with respect to Participants and
Beneficiaries under the Plan have been satisfied and there remains a balance
in the Plan due to erroneous actuarial computation or any other reason, such
balance, if any, shall be returned to the Employer. In the case of a
"distress termination" in which the PBGC is unable to determine that the Plan
is sufficient for guaranteed benefits, the assets of the Plan shall only be
distributed in accordance with proceedings instituted by the PBGC.
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust Fund for
the Plan may be merged or consolidated with, or its assets and/or liabilities
may be transferred to, any other plan and trust. In the event of a merger,
consolidation or transfer, each Participant must receive a benefit immediately
after the merger, consolidation or transfer (as if the Plan had then been
terminated) which is at least equal to the benefit each Participant would have
received if the Plan had terminated immediately before the transfer, merger or
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consolidation. Such transfer, merger or consolidation may not otherwise result
in the elimination or reduction of any benefit protected under Code Section
411(d)(6).
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ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to
the contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
(b) The Trustee may, but will not be required to, commingle, hold
and invest as one Trust Fund all contributions made by Participating Employers,
as well as any earnings thereon.
(c) The transfer of any Participant from or to any Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as to the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of employment
will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the Employer
or borne by the Trust Fund will be paid by each Participating Employer in the
same proportion that the total amount standing to the credit of all Participants
employed by such employer bears to the total amount standing to the credit of
all Participants in the Plan.
13.3. Designation of Agent. Each Participating Employer will be deemed
to be a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for purposes of this Plan,
each
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Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers. It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions made by
a Participating Employer, as provided for in this Plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and the Beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. On the basis of the information furnished by the Plan
Administrator, the Trustee will keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the accounts and
credits of the Employees of each Participating Employer. The Trustee may, but
need not, register contracts so as to evidence that a particular Participating
Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer will
immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer will
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed will be delivered to the Trustee. The Trustee
will thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for
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its Employees; provided, however, that no such transfer will be made if the
result is the elimination or reduction of any protected benefits under Section
411(d) or (e) of the Code. If no successor is designated, the Trustee will
retain such assets for the Employees of said Participating Employer. In no such
event will any part of the Trust Fund as it relates to such Participating
Employer be used for or diverted for purposes other than for the exclusive
benefit of the Employees for such Participating Employer.
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
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ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator at any time and in its sole discretion appoint a successor
whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administer the Plan in accordance with the terms of the
Plan and will have full power and authority to construe and resolve all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any determination by the Plan Administrator will be
final and binding upon all persons, and unless it can be shown to be arbitrary
and capricious will not be subject to "de novo" review. The Plan Administrator
may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in any manner and to any extent as it deems
necessary to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction be
nondiscriminatory and based upon principles consistent with the intent of the
Plan to continue to be deemed a qualified plan under the terms of Code Section
401(a). The Plan Administrator will have all powers necessary or appropriate to
accomplish its duties under this Plan.
14.3. Delegation of Powers: The Plan Administrator may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties. The Plan Administrator may delegate to such assistants and
representatives any powers and duties, both ministerial and discretionary, as it
deems expedient or appropriate.
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14.4. Trust Agreement
(a) The Employer shall execute a Trust Agreement with a Trustee
or Trustees chosen by the Employer to hold and manage the assets of the Trust
Fund, and to receive, hold and disburse contributions, interest and other income
for the purpose of paying the pensions under the Plan and the expenses incident
to the operation and maintenance of the Plan. From time to time, one or more
investment managers may be appointed by the Employer to manage assets of the
Trust Fund, which investment managers shall be solely responsible for investing,
reinvesting and managing the assets of the Trust Fund. A Trustee may also be an
investment manager and in the absence of any separate agreement with an
investment manager, the Trustee shall be the investment manager.
Each Trustee and investment manager so appointed shall
acknowledge that it is a fiduciary within the meaning of ERISA, and shall be
either (i) an investment advisor registered under the Investment Advisors Act of
1940, (ii) a bank as defined in the Investment Advisors Act of 1940, or (iii) an
insurance company qualified to manager, acquire or dispose of assets under the
laws of more than one state.
(b) The Employer shall determine the form and terms of any Trust
Agreement or investment management agreement, which may authorize the inclusion
of obligations and stock of the Employer and its subsidiaries and affiliates
among the investments of the Trust Fund (subject to the provisions of any
applicable law), and which may authorize the pooling of the Trust Fund for
investment purposes with other Internal Revenue Service qualified pension funds
of the Employer and its subsidiaries and affiliates. The Employer may modify
such Trust Agreement or investment management agreement from time to time, or
terminate them pursuant to the terms thereof. In case of a conflict between the
Plan and the Trust Agreement, the provisions of the Trust Agreement shall be
deemed controlling.
14.5. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan.
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14.6. Records and Reports: The Plan Administrator will keep a record
of all actions taken. In addition, it will keep all other books, records, and
other data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.7. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responding to verify the information.
14.8. Majority Actions: Except where there has been an allocation and
delegation of administrative authority or where specifically expressed herein to
the contrary, if there shall be more than one Plan Administrator, they shall act
by a majority of their number, but may authorize one or more of them to sign any
documents on their behalf.
14.9. Expenses: All expenses and costs of administering the Plan may
be paid out of the Trust Fund unless actually paid by the Employer. Expenses
will include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust Fund as a reimbursement
will not be considered an Employer contribution.
14.10. Discretionary Acts: Any discretionary actions of the Plan
Administrator with respect to the administration of the Plan shall be made in a
manner which does not discriminate in favor of stockholders, officers and Highly
Compensated Employees.
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14.11. Responsibility of Fiduciaries: The Plan Administrator and
members of the Administrative Committee, and their assistants and
representatives shall be free from all liability for their acts and conduct in
the administration of the Plan except for acts of willful misconduct, provided,
however, that the foregoing shall not relieve any of them from any liability for
any responsibility, obligation or duty they may have pursuant to ERISA or the
Code.
14.12. Indemnity by Employer: In the event of and to the extent not
insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer shall indemnify and hold harmless, to
the extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and representatives from any and all claims, demands, suits or
proceedings which may in connection with the Plan or Trust Agreement be brought
by the Employer's Employees, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.13. Claims Procedure: Claims may be filed with the Plan
Administrator. Written or electronic notice of the disposition of a claim will
be furnished to the claimant within ninety (90) days (or 180 days in the event
of special circumstances, in which case written notice of the extension will be
furnished to the claimant before the expiration of the initial ninety (90) day
period) after the application is filed. In addition, in the event the claim is
denied, the Plan Administrator shall:
(a) state the specific reason or reasons for the denial,
(b) provide specific reference to pertinent Plan provisions on
which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant or his representative to perfect the
claim and an explanation of why such material or information is necessary, and
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(d) explain the Plan's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Plan Administrator will be
entitled to request the Plan Administrator to give further consideration to the
claim by filing with the Plan Administrator a request for a hearing. The
request, together with a written statement of the reasons why the claimant
believes the claim should be allowed, must be filed with the Plan Administrator
within sixty (60) days after the claimant receives written or electronic
notification from the Plan Administrator regarding the denial of the claimant's
claim. The Plan Administrator may conduct a hearing within the next sixty (60)
days, at which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Plan Administrator) the claimant or his or her representative will
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance.
Either the claimant or the Plan Administrator may cause a court reporter to
attend the hearing and record the proceedings, in which event a complete written
transcript of the proceedings will be furnished to both parties by the court
reporter. The full expense of the court reporter and transcripts will be borne
by the party causing the court reporter to attend the hearing. A final decision
as to the allowance of the claim will be made by the Plan Administrator within
sixty (60) days of the Plan's receipt of a request for review, unless there has
been an extension of time due to special circumstances (such as the need to hold
a hearing), in which case a decision will be rendered as soon as possible but
not later than 120 days after receipt of a request for review. The final
decision will be written and will include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based.
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ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is not preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Plan Administrator, be paid from the Trust fund or by the Employer.
15.2. Action by the Employer: Whenever the Employer under the terms of
the Plan is permitted or required to do or perform any act or matter or thing,
it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract of employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the
service of the Employer,
(b) to interfere with the right of the Employer to discharge any
Participant at any time,
(c) to give the Employer the right to require any Employee to
remain in its employ, or
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(d) to affect any Employee's right to terminate employment at any
time.
15.4. Nonalienation of Benefits.
(a) Except as permitted by section 401(a)(13) of the Code or (b)
below, no benefit at any time under the Plan shall be subject in any manner to
alienation, sale, transfer, assignment, pledge, attachment, or encumbrances of
any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise
encumber any such benefits, whether presently or thereafter payable shall be
void. No retirement benefit nor the Fund shall in any manner be liable for or
subject to the debts or liability of any Employee, Terminated Vested
Participant, Participant, Beneficiary or pensioner entitled to any retirement
benefit. If the Employee, Participant, former Participant, Beneficiary or
pensioner shall attempt to or shall alienate, sell, transfer, assign, pledge or
otherwise encumber his benefit under the Plan or any part thereof, or if by
reason of his bankruptcy or other event happening at any time, such benefits
would devolve upon anyone else or would not be enjoyed by him, then the
Employer, in its discretion, may terminate such third party's interest in any
such benefit, and hold or apply it to or for the benefit of such Employee,
Participant, former Participant, Beneficiary or pensioner, his Spouse, children,
or other dependent or any of them, in such manner as the Employer may deem
proper. This Section shall also apply to the creation, assignment or recognition
of a right to any benefit payable with respect to a Participant pursuant to a
domestic relations order, unless such order is determined to be a Qualified
Domestic Relations Order or any domestic relations order entered before January
1, 1985.
(b) For all judgments, orders or decrees issued, or settlements
entered into, on or after August 5, 1997:
A Participant's benefits provided under the Plan may be
offset by an amount that the Participant is ordered or required to pay to the
Plan if:
(i) the order or requirement to repay arises (1) under a
judgment of conviction for a crime involving such Plan, (2) under a civil
judgment (including a consent order or decree) entered by a court in an action
brought in
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connection with a violation (or alleged violation) of part 4 of subtitle B of
Title I of the Employee Retirement Income Security Act of 1974, or (3) pursuant
to a settlement agreement between the Secretary of Labor and the Participant, or
a settlement agreement between the Pension Benefit Guaranty Corporation and the
Participant, in connection with a violation (or alleged violation) of part 4 of
such subtitle by a fiduciary or any other person,
(ii) the judgment, order, decree, or settlement agreement
expressly provides for the offset of all or part of the amount ordered or
required to be paid to the Plan against the participant's benefits provided
under the Plan, and
(iii) in a case in which distributions to the Participant are
subject to the survivor annuity requirements of IRC section 401(a)(11), if the
Participant has a spouse at the time at which the offset is to be made, the
spouse has: (1) either consented to the offset (with such consent obtained in
accordance with the requirements of IRC section 417(a)) or previously elected to
waive the qualified joint and survivor annuity or qualified preretirement
survivor annuity, (2) been ordered or required in such judgment, order, decree
or settlement to pay an amount to the Plan in connection with a violation of
part 4 of subtitle B, or (3) retained the right to receive a survivor annuity
form of benefit pursuant to IRC section 401(a)(11) under such judgment, order,
decree or settlement.
15.5. Governing Law: This Plan will be construed and enforced
according to ERISA and the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and the corresponding provisions of any
subsequent laws, and the provisions of the Plan shall be construed to effectuate
such intention.
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15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding is
brought regarding the Plan or Trust for the Plan established hereunder to which
the Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they will
be entitled to reimbursement from the Trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have been liable.
15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided
below and otherwise specifically permitted herein or by law, it shall be
impossible by operation of the Plan by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by any other means,
for any part of the corpus or income of any fund maintained pursuant to the Plan
or any funds contributed thereto to be used for, or diverted to, purposes other
than the exclusive benefit of former or current Participants, retired
Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
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(b) In the event the Plan receives an adverse determination from
the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one-year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Notwithstanding any provisions of the Plan to the contrary,
all contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee must return the contribution within one year following the
disallowance. Earnings of the Plan attributable to the contribution for which
such deduction is disallowed may not be returned to the Employer, but any losses
attributable thereto must reduce the amount so returned.
15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make payments provided by any contract, or for the action of any
person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective Clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant,
a Participant's legal representative or Beneficiary, or to any guardian
appointed for the Participant or Beneficiary will, to the extent thereof, be in
full
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satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
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ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will have
the following meaning unless a different meaning is expressly stated or ascribed
to them in the Exhibit corresponding to the Participant's classification and
status.
16.1 Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to the Exhibit corresponding to the
Employee's classification and status accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan."
16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under the Article herein entitled "Plan Benefits" accomplished by
applying the actuarial assumptions set forth in Schedule A attached to the
Exhibit corresponding to the Employee's classification and status.
Notwithstanding the preceding sentence, effective with the Plan Year beginning
after December 31, 1997, the mortality table and the interest rate used for the
purposes of determining an Actuarial Equivalent amount (other than
non-decreasing life annuities payable for a period not less than the life of a
Participant, or, in the case of a Qualified Pre-Retirement Survivor Annuity, the
life of the surviving spouse) shall be the "Applicable Mortality Table" and the
"Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table
prescribed by the Secretary of the Treasury. Such table shall be based on the
prevailing commissioners' standard table (described in Code Section
807(d)(5)(A)) used to determine reserves for group annuity contracts issued on
the date as of which present value is being determined (without regard to any
other subparagraph of Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of interest
on 30-year Treasury securities determined as of the second calendar month (the
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lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
Notwithstanding anything contained in the Plan to the contrary, a
Participant's Accrued Benefit shall not be considered to be reduced in violation
of Code Section 411(d)(6) merely because of the above changes in the interest
rate and mortality assumption used to calculate Actuarial Equivalent amounts.
16.3. Administrative Committee: The person or persons or entity
appointed by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).
16.5. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of
the following, which are required to be aggregated:
(1) all the plans of the Employer in which a Key Employee is
a Participant during the Plan Year containing the Determination Date or any of
the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all
plans in the Required Aggregation Group in which the Determination Dates fall
within the same calendar year will be considered Top-Heavy Plans. If the
Required Aggregation is not a Top-Heavy Group, no plan in the Required
Aggregation Group will be considered a Top-Heavy Plan.
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(b) Permissive Aggregation Group: The group of plans consisting
of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Permissive Aggregation Group is not a Top-Heavy Group,
then no plan in the Permissive Aggregation Group will be considered a Top-Heavy
Plan.
(c) Any terminated plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under the terms of
the Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefit under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity.
16.8. Annuity: A single premium annuity contract or an annuity under a
group annuity contract purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.9. Annuity Starting Date: The first day of the first period for
which an amount is paid as an annuity or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have occurred that
entitles the Participant
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to such benefit. In the case of a deferred annuity, the Annuity Starting Date
shall be the date on which the annuity payments are scheduled to commence.
16.10. Average Monthly Compensation: See Exhibit corresponding to
Participant's classification and status.
16.11. Beneficiary:
(a) The last person or persons designated by the Participant to
receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) Subject to the terms of any life insurance policy, any
designated Beneficiary may be changed from time to time. To change a beneficiary
in a policy the Participant must inform the Plan Administrator and the Trustee
in writing. The Trustee must take immediate steps to complete the change with
the insurer but will not be liable for any delay in making the change, unless
caused by its gross negligence. No change of Beneficiary will be binding upon
the insurer until forms properly executed by the Trustee have been filed with
and acknowledged by the insurer at its home office.
(c) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(d) No spousal consent to a Beneficiary designation is required
if
(1) The Participant's Spouse has waived the right to be the
Participant's Beneficiary and such waiver is in accordance with the last
sentence of paragraph (c) above;
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(2) it is established to the satisfaction of the Plan
Administrator that
(i) the Participant has no Spouse, or
(ii) the Participant's Spouse cannot be located;
(3) no spousal consent is required in accordance with
applicable Treasury or Department of Labor Requirements.
In such event, the designation of a Beneficiary shall be made on a
form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participant's Spouse must again consent in writing to any change in
Beneficiary unless the original consent acknowledged that the Spouse had the
right to limit consent only to a specific Beneficiary and that the Spouse
voluntarily elected to relinquish such right.
16.12. Break in Service: A Period of Severance of at least twelve (12)
consecutive months.
In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence will not constitute a Break in
Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence:
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
If the Employer is a member of an affiliated service group (under Code
Section 414(m)), a controlled group of corporations (under Code Section 414(b)),
a group of trades or businesses under common control (under Code Section 414
(c)) or any other entity required to be aggregated with the Employer pursuant to
Code Section
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414(o) and the regulations thereunder, service will be credited for any
employment for any period of time for any other member of such group. Service
will also be credited for any individual required under Code Section 414(n) or
414(o) and the Regulations thereunder to be considered an Employee of any
employer aggregated under Code Section 414(b), (c) or (m).
Effective December 12, 1994, notwithstanding any provision of this
Plan to the contrary, no Break in Service shall occur if the sole basis for the
Period of Severance is attributable to qualified military service as defined in
Section 414(u) of the Code.
16.13. Code: The Internal Revenue Code of 1986, including any
amendments thereto.
16.14. Compensation: A Participant's wages and salaries received
during the calendar year for personal services rendered to the Employer as an
Employee in the Eligible Class, as may be modified in the Exhibit corresponding
to the Employee's classification and status.
Compensation shall also include any amount which is contributed by the
Employer pursuant to a salary reduction agreement under Code Section 401(k),
Section 402(e)(3) and Section 402(h), a simplified employee pension plan under
Code Section 408(k), a cafeteria plan under Code Section 125, a tax-deferred
annuity under Code Section 403(b) or a qualified transportation program under
Code Section 132(f).
For years beginning after December 31, 1988, the Compensation of each
Participant which may be taken into account for determining all benefits
provided under the Plan for any Plan Year will not exceed $200,000, as adjusted
under Code Section 415(d) of the Code, except that the dollar increase in effect
on January 1 of any calendar year is effective for years beginning in such
calendar year and the first adjustment to the $200,000 limitation is effected on
January 1, 1990.
Notwithstanding the foregoing, for Plan Years beginning after December
31, 1993, the Compensation of each Participant which may be taken into account
under the Plan will not exceed $150,000, except as adjusted as follows. For any
Plan Year beginning after December 31, 1994, such $150,000 annual compensation
limit shall be
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adjusted as provided under Code Section 415(d), except that such adjustments
shall only be made in increments of $10,000, rounded down to the next lowest
multiple of $10,000. Notwithstanding the foregoing, if the Plan is maintained
pursuant to one or more collective bargaining agreements ratified before August
10, 1993, the above provision limiting Compensation to $150,000 shall not apply
to contributions made or benefits accrued pursuant to such collective bargaining
agreements for Plan Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such collective bargaining
agreements terminates, without regard to any extension, amendment, or
modification made on or after August 10, 1993.
If the period for determining compensation used in calculating an
Employee's allocation for a determination period is a short plan year (i.e.
shorter than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year, and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of section 414(q)(6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted, applicable annual compensation limit
is exceeded, then (except for purposes of determining the portion of
compensation up to the integration level if this plan provides for permitted
disparity), the limitation shall be prorated among the affected individuals in
proportion to each such individual's compensation as determined under this
Section prior to the application of this limitation or, the limitation shall be
adjusted in accordance with any other method permitted by Regulation.
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Notwithstanding anything to the contrary in this Plan, effective for
Plan Years beginning after December 31, 1996, if an individual is employed by
the Employer and is a member of the family of a 5-percent owner, then such
individual shall be considered a separate Employee and any Compensation paid to
such individual and any applicable contribution or benefit on behalf of such
individual shall be treated as if it were attributable solely to that
individual. Except as provided in Treasury Regulations, this provision shall be
applied in determining the Compensation of or contributions or benefits on
behalf of any Employee for purposes of any section with respect to which a
Highly Compensated Employee is defined by reference to Section 414(q) of the
Code. For purposes of determining whether an Employee is a Highly Compensated
Employee for the 1997 Plan Year only, the family aggregation rules are
considered to have been repealed for 1996.
If compensation for any prior determination period is taken into
account in determining an Employee's benefit for the current determination
period, the compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual compensation limit is
$200,000.
For purposes of applying the limitations of Code Section 415, "Code
Section 415 Compensation" will include the Participant's wages, salaries, fees
for professional service, (including for Plan Years beginning after December 31,
1997, elective deferrals as defined in Section 402(g)(3) of the Code and salary
reduction contributions of the Participant not includable in his or her gross
income by reasons of Section 125 or Section 132 of the Code), and other amounts
for personal services actually rendered in the course of employment with an
Employer maintaining the Plan (including, but not limited to, commissions paid
to salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips and bonuses and, in the case of a
Participant who is an Employee within the meaning of Code Section 401(c)(1) and
the Regulations thereunder, the Participant's Earned Income (as described in
Code Section 401(c)(2) and the Regulations thereunder)) paid during the
Limitation Year. "415 Compensation" will exclude:
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(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludable from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415, "415
Compensation" for a Limited Year is the compensation actually paid or includible
in gross income during such Limitation Year.
16.15. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
16.16. Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the
last day of that Plan Year.
16.17. Direct Rollover: A direct rollover is a payment by the Plan to
an Eligible Retirement Plan specified by the Distributee.
16.18. Disability: A bodily injury, disease or mental condition which
prevents the individual from engaging in any employment or occupation for wage
or profit on a continued and permanent basis for the remainder of the
individual's life, for which such individual is eligible for and receiving a
disability benefit under Title II of
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the Federal Social Security Act. The permanence and degree of such incapacity
will be supported by medical evidence. No Participant shall be deemed to have
incurred a Disability, if disability results from engaging in a criminal act, a
self-inflicted injury, service in the armed forces of any county, or war,
insurrection or rebellion.
16.19. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of the Spouse or former
Spouse.
16.20. Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
16.21. Early Retirement Age: The age on which a Participant shall have
attained the age and completed the requisite Years of Service as set forth in
the Exhibit corresponding to the Participant's classification and status.
16.22. Early Retirement Date: The first day of the month next
following a Participant's attainment of Early Retirement Age on which the
Participant elects to begin receiving his retirement benefits hereunder.
16.23. Eligible Class:
(a) With respect to benefits described in Exhibit A: Employment
as a salaried Employee at a participating division or participating location of
Amphenol Corporation or any other Participating Employer who receives a regular
stated compensation other than a retirement payment, retainer or fee, excluding
however:
(i) Any person in any other Eligible Class currently accruing
credits under the Plan or any other defined benefit pension plan to which the
Employer or any Affiliated Employer is contributing;
(ii) Any employee whose conditions of employment are
determined by collective bargaining, unless such employment shall be included in
the Plan by the express terms of a collective bargaining agreement;
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(iii) Any person whose employment is not for at least 1,000
Hours of Service during any Plan Year;
(iv) Any Employee of a Foreign Subsidiary if such Employee is
not a citizen of the United States;
(v) Any Employee of a Foreign Subsidiary if contributions
under a funded plan of deferred compensation are provided by a person or
corporation, other than the Employer, with respect to the remuneration paid to
such Employee by such Foreign Subsidiary; and
(vi) Any Employee of a Foreign Subsidiary if such Employee
was not transferred by the Employer to employment with the Foreign Subsidiary
directly from employment with the Employer. Without limitation, Sine
Systems*Pyle Connections Corporation, Amphenol T&M Antennas, Inc., Advanced
Circuit Technology, Inc. and Connex Connector Corporation are not Participating
Employers, and Amphenol Aerospace Operations and Amphenol Assemble Tech are not
participating divisions or locations of Amphenol Corporation.
(b) With respect to benefits described in Exhibit B: Employees at
a participating division or location of Amphenol Corporation or another
Participating Employer employed on an hourly basis; excluding, however,
(i) Any Employee in any other Eligible Class who is an active
participant of the Plan or any plan maintained by a Participating Employer;
(ii) Any Employee whose conditions of employment are
determined by collective bargaining, unless such Employee shall be included in
the Plan by the express terms of a collective bargaining agreement;
(iii) Any Employee who is not a Spectra Strip Employee whose
regularly scheduled employment is for less than 1,000 Hours of Service during a
Plan Year;
(iv) Any Employee of a Foreign Subsidiary if such Employee is
not a citizen of the United States; and
(v) Any Employee of a Foreign Subsidiary if contributions
under a funded plan of deferred compensation are provided by any person
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or corporation, other than the Employer, with respect to the remuneration paid
to such Employee by such Foreign Subsidiary; and
(vi) Any Employee of a Foreign Subsidiary if such Employee
was not transferred by the Employer to employment with the Foreign Subsidiary
directly from employment with the Employer. Without limitation, Sine
Systems*Pyle Connections Corporation, Amphenol T&M Antennas, Inc., Advanced
Circuit Technology, Inc. and Connex Connector Corporation are not Participating
Employers, and Amphenol Aerospace Operations and Amphenol Assemble Tech are not
participating divisions or locations of Amphenol Corporation.
(c) With respect to benefits described in Exhibit C: Employment
on the salaried payroll of LPL Technologies, Inc., Times Fiber Communications,
Inc. or Amphenol Corporation Headquarters; excluding, however any Amphenol
operations employee hired prior to June 1, 1987.
(d) With respect to any benefits described in Exhibit D: Hourly
Employees at a participating division or location of Times Fiber Communications,
Inc. (Chatham, Virginia, Phoenix, Arizona and Liberty, North Carolina).
(e) With respect to any benefits described in Exhibit E: Salaried
Employees of Sine Systems*Pyle Connectors Corporation who shall have been
employed at Pyle-National, Inc. on the date before the date of the merger with
The Sine Companies, Inc.
(f) With respect to benefits described in Exhibit F: Employment
at the Pyle-National Division, represented by the General Service Employees'
Union, Local No. 73 of the Service Employees' International Union, AFL-CIO.
(g) With respect to benefits described in Exhibit G: Employment
as a salaried Employee at a participating division or location of Amphenol
Aerospace Operations. Without limitation, Amphenol Backplane Systems is not a
participating division or location of Amphenol Aerospace Operations.
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(h) With respect to benefits described in Exhibit H: Employment
at a participating division or location of Amphenol Aerospace Operations on an
hourly basis, including employment as an hourly rated person on incentive pay
plan, within the scope of the collective bargaining agreement between the
Employer and the Participating Unit. Without limitation, Amphenol Backplane
Systems is not a participating division or location of Amphenol Aerospace
Operations.
16.24. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is only an individual retirement account or individual
retirement annuity.
16.25. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
16.26. Employee: Any person in the employ of the Employer or of any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, excluding any person who is designated, or
otherwise determined to be, an independent contractor, regardless of whether
such individual is ultimately determined to be an employee pursuant to the Code
or any other applicable law.
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The term Employee will also include any Leased Employee deemed to be
an Employee of any employer described in the previous paragraph as provided in
Sections 414(n) or (o) of the Code.
16.27. Employer: Amphenol Corporation, any successor which will
maintain this Plan and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the State of Connecticut.
16.28. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.29. Exhibit: The attachment to this Plan which forms a part of this
Plan which describes the benefits, rights and features applicable to Employees
within a certain Eligible Class. Notwithstanding the distinct benefit
structures, rights and features described in any Exhibit, the Plan is to be
treated as a single plan as described in Regulation Section 1.414(1)-1(b)(1) and
all provisions shall be construed in a manner consistent with such treatment.
16.30. ERISA: The Employee Retirement Income Act of 1974, as it may
from time to time be amended or supplemented.
16.31. Family Member: The Employee's spouse, any of the Employee's
lineal descendants and ascendants and the spouses of the Employee's lineal
descendants and ascendants, all as described in Code Section 414(q)(6)(B).
16.32. Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.33. Foreign Subsidiary: Any corporation organized or created
otherwise than in or under the laws of the United States or any State therein or
territory thereof if:
(a) twenty percent (20%) or more of such foreign corporation's
voting stock is owned by the Employer; or
(b) fifty percent (50%) or more of such foreign corporation's
voting stock is owned by a foreign corporation described in subparagraph (a)
immediately above; provided, in either case, that an agreement which remains in
effect has been entered into by the Employer to have the insurance system
established under
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Title II of the Social Security Act, as amended, extended to cover all United
States citizens who are employed by such foreign corporation; and it is not an
Affiliated Employer.
16.34. Forfeiture: That portion of a Participant's Accrued Benefit
that is not vested, and occurs on the earlier of:
(a) the distribution of the entire vested portion of a
Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.35. Highly Compensated Employee:
An Employee who, on the snapshot day:
(a) is a five percent (5%) owner (as defined in the definition of
"Key Employee");
(b) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(B) (as adjusted pursuant to Section
415(d) of the Code);
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
Notwithstanding the above, for Plan Years beginning after December 31,
1996 (except that for purposes of determining whether an Employee is a Highly
Compensated Employee for the Plan Year beginning in 1997, this provision shall
be
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treated as having been in effect for Plan Years beginning in 1996), "Highly
Compensated Employee" means any employee who:
(a) was a 5-percent owner at any time during the Plan Year or the
preceding year, or
(b) for the preceding year had Compensation from the Employer in
excess of $80,000.
If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day that
are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year greater than or equal
to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods
specifically provided above and in Rev. Proc. 93-42.
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16.36. Highly Compensated Participant: A Highly Compensated Employee
who has satisfied the eligibility requirements and is participating in the Plan.
16.37. Hours of Service:
(1) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed.
(2) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, during the
applicable computation period. These hours include the normally scheduled work
hours for the Employee during the first six (6) months of disability or while
the Employee is receiving any short-term or long-term disability benefits under
any insured or non-insured disability plan to which the Employer contributes.
Notwithstanding the above,
(a) no more than 501 Hours of Service shall be credited to an
Employee on account of any single continuous period during which the Employee
performs no duties (whether or not such period occurs in a single computation
period);
(b) an hour for which an Employee is directly or indirectly paid,
or entitled to payment, on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is made or due
under a plan maintained solely for the purposes of complying with applicable
worker's compensation, or unemployment compensation or disability insurance
laws; and
(c) Hours of Service shall not be credited for a payment which
solely reimburses an Employee for medical or medically related expenses incurred
by the Employee.
For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether
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contributions made or due to the trust fund, insurer, or other entity are for
the benefit of particular Employees or are on behalf of a group of Employees in
the aggregate.
(3) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited both under paragraph (1) or paragraph (2), as the
case may be, and under this paragraph (3). These hours will be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made.
(4) Each hour of the normally scheduled work hours for each week
during any period the Employee is on any leave of absence from work with the
Employer for military service with the armed forces of the United States, but
not to exceed the period required under the law pertaining to veteran's
reemployment rights: provided, however, if the Employee fails to report to work
at the end of such leave during which the Employee has reemployment rights, the
Employee shall not receive credit for hours on such leave.
(5) The number of normally scheduled work hours for each day of
authorized leave of absence, granted by the Employer for which the Employee is
not compensated.
Hours of Service will be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414 (c)) of which the
adopting Employer is a member, and any other entity required to be aggregated
with the Employer pursuant to Code Section 414(o) and the Regulations
thereunder.
Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code Section 414(n) or
Code Section 414(o) and the Regulations thereunder.
The provisions of Department of Labor Regulations 2530.200b-2(b)
and (c) are incorporated herein by reference.
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Solely to determine whether a one Year Break in Service has
occurred for eligibility or vesting purposes for an Employee who is absent on
maternity or paternity leave, a Break in Service will not be deemed to occur
until the second anniversary of the first day of the maternity or paternity
leave. The period between the first and second anniversaries of the maternity or
paternity leave neither counts as a Break in Service nor as a Year of Service.
Service will be determined on the basis of actual hours for which
an Employee is paid or entitled to payment. When no time records are available,
the Employee shall be given credit for Hours of Service based on the number of
normally scheduled work hours for each week the Employee is on the Employer's
payroll (which shall not be less than 40 hours per week for exempt salaried
Employees), as determined in accordance with reasonable standards and policies
from time to time adopted by the Plan Administrator pursuant to Department of
Labor Regulations Section 2530.200b-2(b) and (c).
16.38. Inactive Participants: A former active Participant who has an
Accrued Benefit.
16.39. Key Employee: An Employee who, at any time during the Plan Year
or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater than
fifty percent (50)% of the amount in effect under Section 415(b)(1)(A) of the
Code for any Plan Year;
(b) one of the ten (10) Employees having Compensation from the
Employer of more than the limitation in effect under Section 415(c)(1)(A) of the
Code and owning (or considered as owning within the meaning of Code Section 318)
the largest interest in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent (5%)
owner" means any person who owns (or is considered within the meaning of Code
Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer, or in the case of an unincorporated
business, any
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person who owns more than five percent (5%) of the capital or profits interest
in the Employer; or
(d) a one percent (1%) owner of the Employer having Compensation
from the Employer of more than $150,000. "One percent (1%) owner" means any
person who owns (or is considered as owning within the meaning of Code Section
318) more than one percent (1%) of the outstanding stock of the Employer or
stock possessing more than one percent (1%) of the total combined voting power
of all Stock of the Employer, or in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest in
the Employer.
For purposes of paragraph (a), no more than the lesser of (i) fifty
(50) Employees, or (ii) the greater of ten percent (10%) of the Employees or
three Employees will be treated as officers. For purposes of paragraph (b), if
two (2) Employees have the same interest in the Employer, the Employee having
greater Compensation from the Employer will be treated as having a larger
interest. Such term will not include any officer or Employee of an entity
referred to in Section 414(d) of the Code (relating to governmental plans). For
purposes of determining the number of officers taken into account under
paragraph (a), Employees described in Section 414(q)(5) of the Code will be
excluded.
16.40. Late Retirement Date: The first day of the month coinciding
with or next following the date the Participant retires after attaining his or
her Normal Retirement Age.
16.41. Leased Employee: Any person (other than an Employee of the
Employer) who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed for the Employer (or for the Employer and
related persons determined in accordance with Section 414(n)(6) of the Code)
services of a type historically performed by employees in the business field of
the Employer on a substantially full-time basis for a period of at least one
year. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the Employer will
be treated as provided by the Employer.
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Notwithstanding the aforesaid, for Plan Years beginning after December 31,
1996, for all purposes in the Plan, "Leased Employee" means any person who is
not a common law employee of the recipient and who provides services to the
recipient if:
(a) such services are provided pursuant to an agreement between
the recipient and any other person (in this Section referred to as the "Leasing
Organization");
(b) such person has performed such services for the recipient (or
for the recipient and related persons) on a substantially full-time basis for a
period of at least one (1) year; and
(c) such services are performed under primary direction or
control by the recipient.
A Leased Employee will not be considered an Employee of the Employer if:
(a) such Leased Employee is covered by a money purchase pension
plan providing:
(1) a nonintegrated employer contribution rate of at least
ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's Non-Highly Compensated Employees.
16.42. Limitation Year: The Plan Year.
16.43. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
16.44. Non-Key Employee: Any Employee who is not a Key Employee.
16.45. Normal Form of Benefit: The form of benefit set forth in the
Exhibit corresponding to the Participant's classification and status.
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16.46. Normal Retirement Age: Age sixty-five (65), or such other age
set forth in Exhibit corresponding to the Participant's classification and
status.
16.47. Normal Retirement Date: The first day of the month coinciding
with or next following the date a Participant attains Normal Retirement Age.
16.48. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.49. Participating Employer: Any corporation or entity, other than
the Employer, whether an affiliate or subsidiary of the Employer or not, who,
with the consent of the Employer and the Trustee, adopts the Plan and all of the
provisions hereof by a properly executed document evidencing said intent of such
Participating Employer.
16.50. Period of Military Duty: The period of time from the date the
Employee was first absent from active work for the Employer because of duty in
the armed forces of the United States to the date the Employee was re-employed
by the Employer at a time when the Employee had a right to re-employment in
accordance with seniority rights as protected under Section 2021 through 2026 of
Title 38 of the U.S. Code.
16.51. Period of Service: The aggregate of all time period(s)
commencing with the Employee's Employment Commencement Date and ending on the
date a Break in Service begins.
16.52. Period of Severance: A continuous period of time of at least
twelve (12) months during which the Employee is not employed by the Employer.
Such period begins on the date the Employee retires, quits or is discharged, or
if earlier, the twelve (12) month anniversary of the date on which the Employee
was otherwise first absent from service.
16.53 Plan: The Employer's qualified retirement plan as set forth in
this document, including the Exhibits attached hereto and made a part hereof and
as hereafter amended, known as the Pension Plan for Employees of Amphenol
Corporation.
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Effective February 12, 1975, the Eltra Corporation Pension Plan for
Salaried Employees was formed by the merger of the seven pension plans then
sponsored by the Eltra Corporation. Effective December 31 1979, this plan was
amended to provide benefits to Spectra Strip employees. Effective January 1,
1982, this plan was renamed the Bunker Ramo/Eltra Corporation Pension Plan for
Salaried Employees - former Eltra Salaried Plan (the "Eltra Plan").
Effective January 1, 1976, the Bunker Ramo Profit Sharing Retirement
Plan (the "Profit Sharing Plan") was integrated and merged with the Bunker Ramo
Corporation Pension Plan, which was subsequently renamed the Bunker Ramo/Eltra
Corporation Pension Plan for Salaried Employees (the "Bunker Plan").
Effective December 9, 1985, all assets and liabilities of the Bunker
Plan, except for those related to active employees, were spunoff into the Bunker
Ramo/Eltra Corporation Retirement Plan ("B/E Retirement Plan").
Effective December 30, 1985, all assets and liabilities of the Eltra
Plan, except for those related to active and former employees of the
Mergenthaler and Spectra Strip divisions, were spunoff into five additional
plans, one of which was the NARCO Retirement Plan ("NARCO Plan").
Effective June 17, 1986, the Eltra Plan was merged with the Bunker
Plan, with each plan's structure preserved. Effective August 1, 1986, the merged
plan was renamed the Allied Corporation Pension Plan for Salaried Employees (the
"Allied Plan").
Prior to December 10, 1986, all liabilities and assets of the Bunker
Ramo/Eltra Corporation Pension Plan for Hourly Rated Mergenthaler Employees
Represented by Local 365 UAW (the "Mergenthaler Plan") were merged into the
Allied Plan, with benefits for active participants equal to those under the
Eltra Plan.
Prior to December 31, 1986, all liabilities and certain assets of the
NARCO Plan and the B/E Retirement Plan were merged into the Allied Plan.
Effective January 1, 1987, assets and liabilities related to active,
terminated and retired employees of the Amphenol Corporation were spun off to
the Salaried Employees' Pension Plan of the Amphenol Corporation.
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Effective January 1, 1987, assets and liabilities related to active,
terminated and retired employees of the Linotype Company were spun off to the
Linotype Company Pension Plan.
Effective December 31, 1997, all liabilities and assets of the defined
benefit pension plans then sponsored by the Employer and its affiliates were
merged with the Plan (formerly known as the Salaried Employees Pension Plan of
Amphenol Corporation) which was subsequently renamed Pension Plan for Employees
of Amphenol Corporation.
16.54. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan Administrator shall be a named "fiduciary", as referred to in Section
402(a) of ERISA, with respect to the management, operation and administration of
the Plan.
16.55. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year ending the following December 31.
16.56. Predecessor Employer: A firm absorbed by the Employer by change
of name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
16.57. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial assumptions set forth in Schedule A attended to the corresponding
Exhibit hereto.
16.58. Primary Social Security Retirement Benefit: A Participant's
Primary Social Security Retirement Benefit is the estimated Primary Insurance
Amount to which the Participant is entitled at his Normal Retirement Date of
Late Retirement Date, if later. If a Participant's Normal Retirement Date or
Late Retirement Date precedes his Social Security Retirement Age, his Primary
Insurance Amount will be decreased by the applicable reduction factor provided
under Title II of the federal Social Security Act for the period between Normal
Retirement Date or Late Retirement Date and his Social Security Retirement Age.
If a Participant retires after his Social Security Retirement Age, his Primary
Insurance Amount will be increased by the
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applicable delayed retirement credit provided under Title II of the federal
Social Security Act for the period between his Social Security Retirement Age
and his actual retirement date or age seventy (70), whichever is earlier. The
failure of the Participant to receive such amount or any portion thereof for
whatever reason shall be disregarded. When determining the Participant's Primary
Insurance Amount, it will be assumed that the Participant received Compensation
for all prior years by applying a retrospective salary scale to the
Participant's Compensation which he received during the plan year preceding his
last day of employment. This retrospective salary scale will be based on the
actual past changes in the national average wages from year to year as
determined by the Social Security Administration. The application of this
retrospective salary scale to the Participant's Compensation which he received
during the plan year preceding his last day of employment will produce an
estimate of Compensation from the Participant's last day of employment backwards
to the calendar year of the Participant's eighteen birthday. If a Participant's
last day of employment occurs before his 65th birthday, his Compensation which
he received during the plan year preceding his last day of employment will be
assumed to continue from his last day of employment to his 65th birthday for
purposes of determining his Primary Insurance Amount. However, if the
Participant provides the Employer with satisfactory evidence of the
Participant's actual past compensation for such prior years and if such past
compensation is treated as wages under the Social Security Act, the Plan must
use such actual past compensation. The Plan must provide written notice to each
Participant of the Participant's right to supply actual compensation history and
of the financial consequences of failing to supply such history. The notice must
be given each time the summary plan description is provided to the Participant
and must also be given upon the Participant's separation from service. The
notice must also state that the Participant can obtain the actual compensation
history from the Social Security Administration.
16.59. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Accrued
Benefit and which meets the requirements of Code Section 414(p).
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16.60. Qualified Joint and Survivor Annuity: An annuity for the life
of the Participant with a survivor annuity for the life of the Participant's
Spouse equal to fifty percent (50%) of the amount of the annuity payable during
the joint lives of the Participant and the Participant's Spouse, and which is
the Actuarial Equivalent of the Normal Form of Benefit.
16.61. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired as of the Earliest Retirement Age with an immediate
Qualified Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.62. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following a Break in
Service or Period of Severance.
16.63. Re-entry Date: The date an Inactive Participant re-enters the
Plan.
16.64. Regulation: Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
16.65. Retirement: Termination of employment while in the Eligible
Class:
(a) after the Participant attains Normal Retirement Age;
(b) after the Participant attains Early Retirement Age; or
(c) due to disability.
16.66. Social Security Retirement Age: The age used as the retirement
age under Section 216(I) of the Social Security Act, except that such Section
shall be
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applied without regard to the age increase factor and as if the early retirement
age under Section 216 (I)(2) of such Act were sixty-two (62).
16.67. Spouse: The husband or wife, or surviving husband or wife, of
the Participant under applicable law; provided that a person who was formerly
legally married to a Participant will be treated as the Spouse or surviving
Spouse, and a person who is currently legally married to a Participant will not
be treated as the Spouse or surviving Spouse, to the extent provided under a
Qualified Domestic Relations Order.
16.68. Straight Life Annuity: An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant's death.
16.69. Super Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, "90%" were substituted for "60%" where it appears in
the definition of "Top-Heavy Plan".
16.70. Top-Heavy Group: Any Aggregation Group for which the sum as of
the Determination Date of
(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under
all defined contribution plans in the Aggregation Group, exceeds sixty percent
(60%) of the similar sum determined for all Employees.
16.71. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under this Plan and any
other defined benefit plan of the Employer which is included with this Plan in
an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416(g)(3), distributions from
such plans during the five-year period ending on the Determination Date will be
-98-
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added to said Accrued Benefits and said aggregate of present values of the
cumulative accrued benefits (both for Key Employees and all Key Employees and
Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g)(4)(A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefits and
accounts of an Employee who was a Key Employee but who will have ceased to be a
Key Employee will not be taken into account for purposes of determining whether
the Plan is a Top-Heavy Plan.
To the extent required by Code Section 416(g)(4)(E), if an
Employee has not performed services for the Employer at any time during the five
(5) year period ending on the Determination Date, any Accrued Benefits and
present value of cumulative accrued benefits for such Employee will not be taken
into account in determining whether the Plan is a Top-Heavy Plan.
16.72. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined plan or plans for all
participants as of the Determination Date(s), all determined in accordance with
Section 416 of the Code and the Regulations thereunder. The accrued benefits
under a defined benefit plan in both the numerator and denominator of the
Top-Heavy Ratio are
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increased for any distribution of an accrued benefit made in the 5-year period
ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
Regulations thereunder. Deductible Employee contributions will not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating plans
the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee shall
be determined under (a) the method, if any, that uniformly applied for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(I)(C)
of the Code.
16.73. Top-Paid Group: The group consisting of the top twenty percent
(20%) of Employees when ranked on the basis of Compensation paid during such
year. For purposes of determining the number of Employees in the group (but not
for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of service
with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (17 1/2) hours per week.
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(c) Employees who normally do not work for the Employer more than
six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who are
covered by an agreement between Employee representatives and the Employer, where
retirement benefits were the subject of good faith bargaining, provided that
ninety percent (90%) or more of the Employer's Employees are covered by this
agreement.
(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
16.74. Trust Agreement. The instrument executed by the Employer and
the Trustee fixing the rights and liabilities of each with respect to holding
and administering Plan assets for the purposes of the Plan.
16.75. Trust Fund. The assets of the Plan as held and administered by
the Trustee.
16.76. Trustee. The trustees named in the Trust Agreement and their
successors.
16.77. Valuation Date. The Anniversary Date of the Plan or such other
date as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
16.78. Year of Accrual Service: As defined in the Exhibit
corresponding to the Participant's classification and status; provided, however,
effective December 12, 1994, notwithstanding any provision of this Plan to the
contrary, including any Exhibit, service credit with respect to qualified
military service will be provided in accordance with section 414(u) of the
Internal Revenue Code.
16.79. Year of Eligibility Service: A twelve (12) consecutive month
period (computation period) described in the Exhibit corresponding to the
Employee's classification and status; provided, however, effective December 12,
1994, notwithstanding any provision of this Plan to the contrary, including any
Exhibit,
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service credit with respect to qualified military service will be provided in
accordance with section 414(u) of the Internal Revenue Code.
16.80. Year of Service: The total years of employment of an Employee
with the Employer commencing with the Employee's Employment Commencement Date,
and ending with the date such Employee Quits, retires, or is discharged or
released, or the date of expiration of an Employee's authorized leave of
absence; provided, however, effective December 12, 1994, notwithstanding any
provision of this Plan to the contrary, including any Exhibit, service credit
with respect to qualified military service will be provided in accordance with
section 414(u) of the Internal Revenue Code.
The computation period shall be the twelve (12) month period
commencing of the Employee's Employment Commencement Date or Re-Employment
Commencement Date, and anniversaries thereof unless a different computation
period is expressly stated.
16.81. Year of Vesting Service: As defined in the Exhibit
corresponding to the Employee's classification and status; provided, however,
effective December 12, 1994, notwithstanding any provision of this Plan to the
contrary, including any Exhibit, service credit with respect to qualified
military service will be provided in accordance with section 414(u) of the
Internal Revenue Code.
The computation period shall be the twelve (12) month period
commencing on the Employee's Employment Commencement Date or Re-Employment
Commencement Date, and anniversaries thereof unless a different computation
period is expressly stated.
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IN WITNESS WHEREOF, the amended and restated PENSION PLAN FOR
EMPLOYEES OF AMPHENOL CORPORATION is adopted of February 22, 2002.
AMPHENOL CORPORATION
By
-------------------------
ATTEST:
<Page>
EXHIBIT A: SALARIED EMPLOYEES' PENSION PLAN OF THE AMPHENOL CORPORATION
ELIGIBLE CLASS:
(a) Employment as a salaried Employee at a participating location or
division of Amphenol Corporation or any Participating Employer who receives a
regular stated compensation other than a retirement payment, retainer or fee,
excluding however:
(i) Any person in any other Eligible Class currently accruing
credits under the Plan or any other defined benefit pension plan to which the
Employer or any Affiliated Employer is contributing;
(ii) Any employee whose conditions of employment are determined by
collective bargaining, unless such employment shall be included in the Plan by
the express terms of the collective bargaining agreement;
(iii) Any person whose employment is not for at least 1,000 Hours
of Service during any Plan Year;
(iv) Any Employee of a Foreign Subsidiary if such Employee is not
a citizen of the United States;
(v) Any Employee of a Foreign Subsidiary if contributions under a
funded plan of deferred compensation are provided by a person or corporation,
other than the Employer, with respect to the remuneration paid to such Employee
by such Foreign Subsidiary; and
(vi) Any employee of a Foreign Subsidiary if such Employee was not
transferred by the Employer to employment with the Foreign Subsidiary directly
from employment with the Employer.
Without limitation, Sine Systems*Pyle Connections Corporation, Amphenol T&M
Antennas, Inc., Advanced Circuit Technology, Inc. and Connex Connector
Corporation are not Participating Employers, and Amphenol Aerospace Operations
and Amphenol Assemble Tech are not participating divisions or locations of
Amphenol Corporation.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
<Page>
SALARIED EMPLOYEES
PENSION PLAN OF THE
AMPHENOL CORPORATION
Exhibit A
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements.................................................................................1
1.2. Service Computation Period...............................................................................1
1.3. Service Credit...........................................................................................1
1.4. Change in Classification of Employment...................................................................2
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions.................................................................................2
2.2. Limitation on Contribution...............................................................................2
2.3. Time of Payment..........................................................................................2
2.4. No Additional Liability..................................................................................3
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions...................................................................................3
3.2. Employee Contributions Under a Prior Plan................................................................3
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit................................................................................4
4.2. Normal Form of Retirement Benefit........................................................................7
4.3. Early Retirement Benefit.................................................................................7
4.4. Late Retirement Benefit..................................................................................8
4.5. Disability Benefits......................................................................................8
4.6. Death Benefits..........................................................................................10
4.7. Benefits on Termination of Employment - Deferred
Vested Pension..........................................................................................11
4.8. In-Service Benefits.....................................................................................12
4.9. Restoration of Benefit..................................................................................12
4.10. Non-Duplication of Benefits.............................................................................13
4.11. Minimum Benefit for Top Heavy Plan......................................................................13
4.12. Transfers; Service with Affiliated Employers............................................................15
4.13. Bunker Ramo Profit Sharing Retirement Plan Balances.....................................................15
</Table>
Exhibit A
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<Table>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit..................................................................................17
5.2. Adjustments to Annual Benefit and Limitations...........................................................18
5.3. Annual Benefit Not in Excess of $10,000.................................................................20
5.4. Participation or Service Reductions.....................................................................20
5.5. Multiple Plan Reduction.................................................................................21
5.6. Incorporation by Reference..............................................................................24
ARTICLE VI.
VESTING
6.1. Vesting Rights..........................................................................................24
6.2. Top-Heavy Vesting.......................................................................................24
6.3. Service Computation Period..............................................................................25
6.4. Service Credit..........................................................................................25
6.5. Vesting Break in Service................................................................................25
6.6. Vesting on Distribution Before Break in Service; Cash-outs..............................................26
6.7. Amendment of Vesting Schedule...........................................................................26
6.8. Amendments Affecting Vested and/or Accrued Benefit......................................................27
6.9. No Divestiture for Cause................................................................................27
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice..................................................................................................27
7.2. Waiver of Thirty (30) Day Notice Period.................................................................27
7.3. Automatic Form of Payment...............................................................................28
7.4. Optional Forms of Benefit...............................................................................28
7.5. Actuarial Equivalent Benefit............................................................................29
7.6. Payment Without Participant Consent.....................................................................29
7.7. Restrictions on Immediate Distributions.................................................................30
7.8. Limitation of Benefits on Plan Termination..............................................................30
7.9. Early Plan Termination Restrictions.....................................................................32
7.10. Suspension of Benefits..................................................................................34
7.11. Restrictions on Commencement of Retirement Benefits.....................................................35
7.12. Minimum Distribution Requirements.......................................................................36
7.13. TEFRA Election Transitional Rule........................................................................38
7.14. Distribution of Death Benefit...........................................................................39
7.15. Date Distribution Deemed to Begin.......................................................................40
7.16. Distribution Pursuant to Qualified Domestic Relations Orders............................................40
7.17. Payment to a Person Under a Legal Disability............................................................41
7.18. Unclaimed Benefits Procedure............................................................................41
</Table>
Exhibit A
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<Page>
<Table>
7.19. Direct Rollovers........................................................................................42
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions.............................................................................42
8.2. Payment of Qualified Joint And Survivor Annuity.........................................................42
8.3. Payment of Qualified Pre-Retirement Survivor Annuity....................................................42
8.4. Notice Requirements For Qualified Joint And Survivor Annuity............................................42
8.5. Notice Requirements For Qualified Pre-Retirement Survivor Annuity.......................................43
8.6. Qualified Election......................................................................................43
8.7. Election Period.........................................................................................44
8.8. Pre-age Thirty-five (35) Waiver.........................................................................44
8.9. Transitional Joint And Survivor Annuity Rules...........................................................44
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders.....................................................................46
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans, Direct Rollovers..................................................48
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class..........................................................................48
11.2. Transfer From Salaried Employment.......................................................................49
11.3. Transfer From Hourly Employment.........................................................................49
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan...................................................................................50
12.2. Termination.............................................................................................51
12.3. Merger or Consolidation of the Plan.....................................................................54
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers.............................................................................54
13.2. Requirements of Participating Employers.................................................................54
</Table>
Exhibit A
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<Page>
<Table>
13.3. Designation of Agent....................................................................................55
13.4. Employee Transfers......................................................................................55
13.5. Participating Employer's Contribution...................................................................55
13.6. Discontinuance of Participation.........................................................................55
13.7. Plan Administrator's Authority..........................................................................56
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee...........................................................56
14.2. Plan Administrator......................................................................................56
14.3. Delegation of Powers....................................................................................56
14.4. Trust Agreement.........................................................................................56
14.5. Appointment of Advisers.................................................................................57
14.6. Records and Reports.....................................................................................57
14.7. Information From Employer...............................................................................57
14.8. Majority Actions........................................................................................57
14.9. Expenses................................................................................................58
14.10. Discretionary Acts......................................................................................58
14.11. Responsibility of Fiduciaries...........................................................................58
14.12. Indemnity by Employer...................................................................................58
14.13. Claims Procedure........................................................................................58
ARTICLE XV.
GENERAL
15.1. Bonding.................................................................................................59
15.2. Action by the Employer..................................................................................60
15.3 Employment Rights.......................................................................................60
15.4 Alienation..............................................................................................60
15.5. Governing Law...........................................................................................60
15.6. Conformity to Applicable Law............................................................................60
15.7. Usage...................................................................................................61
15.8. Legal Action............................................................................................61
15.9. Exclusive Benefit.......................................................................................61
15.10. Prohibition Against Diversion of Funds..................................................................61
15.11. Return of Contribution..................................................................................61
15.12. Employer's Protective Clause............................................................................62
15.13. Insurer's Protective Clause.............................................................................62
15.14. Receipt and Release for Payments........................................................................62
15.15. Headings................................................................................................62
</Table>
Exhibit A
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<Table>
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit.........................................................................................62
16.2. Actuarial Equivalent....................................................................................63
16.3. Administrative Committee................................................................................63
16.4. Affiliated Employer.....................................................................................63
16.5. Aggregation Group.......................................................................................63
16.6. Anniversary Date........................................................................................64
16.7. Annual Benefit..........................................................................................64
16.8. Annuity.................................................................................................64
16.9. Annuity Starting Date...................................................................................64
16.10. Average Monthly Compensation............................................................................64
16.11. Beneficiary.............................................................................................65
16.12. Break in Service........................................................................................66
16.13. Code....................................................................................................66
16.14. Compensation............................................................................................67
16.15. Controlled Group........................................................................................70
16.16. Determination Date......................................................................................70
16.17. Direct Rollover.........................................................................................70
16.18. Disability..............................................................................................70
16.19. Distributee.............................................................................................70
16.20. Earliest Retirement Date................................................................................70
16.21. Early Retirement Age....................................................................................70
16.22. Early Retirement Date...................................................................................70
16.23. Eligible Class..........................................................................................71
16.24. Eligible Retirement Plan................................................................................71
16.25. Eligible Rollover Distribution..........................................................................71
16.26. Employee................................................................................................72
16.27. Employer................................................................................................72
16.28. Employment Commencement Date............................................................................72
16.29. ERISA...................................................................................................72
16.30. Family Member...........................................................................................72
16.31. Fiscal Year.............................................................................................72
16.32. Foreign Subsidiary......................................................................................72
16.33. Forfeiture..............................................................................................72
16.34. Highly Compensated Employee.............................................................................73
16.35. Highly Compensated Participant..........................................................................74
16.36. Hour of Service.........................................................................................74
16.37. Inactive Participant....................................................................................76
16.38. Key Employee............................................................................................76
16.39. Late Retirement Date....................................................................................77
16.40. Leased Employee.........................................................................................77
16.41. Limitation Year.........................................................................................77
</Table>
Exhibit A
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<Page>
<Table>
16.42. Non-Highly Compensated Employee.........................................................................77
16.43. Non-Key Employee........................................................................................78
16.44. Normal Form of Benefit..................................................................................78
16.45. Normal Retirement Age...................................................................................78
16.46. Normal Retirement Date..................................................................................78
16.47. Participant.............................................................................................78
16.48. Participating Employer..................................................................................78
16.49. Period of Military Duty.................................................................................78
16.50. Period of Service.......................................................................................78
16.51. Period of Severance.....................................................................................78
16.52. Plan....................................................................................................78
16.53. Plan Administrator......................................................................................79
16.54. Plan Year...............................................................................................80
16.55. Predecessor Employer....................................................................................80
16.56. Present Value of Accrued Benefit........................................................................80
16.57. Primary Social Security Retirement Benefit..............................................................80
16.58. Qualified Domestic Relations Order......................................................................81
16.59. Qualified Joint and Survivor Annuity....................................................................81
16.60. Qualified Pre-Retirement Survivor Annuity...............................................................81
16.61. Re-employment Commencement Date.........................................................................81
16.62. Re-entry Date...........................................................................................81
16.63. Regulation..............................................................................................81
16.64. Retirement..............................................................................................81
16.65. Social Security Retirement Age..........................................................................82
16.66. Spouse..................................................................................................82
16.67. Straight Life Annuity...................................................................................82
16.68. Super Top-Heavy Plan....................................................................................82
16.69. Top-Heavy Group.........................................................................................82
16.70. Top-Heavy Plan..........................................................................................82
16.71. Top-Heavy Ratio.........................................................................................83
16.72. Top-Paid Group..........................................................................................84
16.73. Trust Agreement.........................................................................................84
16.74. Trust Fund..............................................................................................84
16.75. Trustee.................................................................................................85
16.76. Valuation Date..........................................................................................85
16.77. Year of Accrual Service.................................................................................85
16.78. Year of Eligibility Service.............................................................................86
16.79. Year of Service.........................................................................................86
16.80. Year of Vesting Service.................................................................................86
</Table>
Exhibit A
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SALARIED EMPLOYEES
PENSION PLAN
OF THE
AMPHENOL CORPORATION
BY RESOLUTION of its Board of Directors, on the _____ day of
______________________, 19____, AMPHENOL CORPORATION, a Delaware corporation,
has approved and adopted a Defined Benefit Pension Plan for certain Employees,
effective as of the first day of January, 1989, which amends and restates the
Salaried Employees Pension Plan of the Amphenol Corporation, as previously
amended effective January 1, 1987 (hereinafter referred to as the "Predecessor
Plan"). This amended and restated Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee who
(a) is a salaried employee of Amphenol Corporation, and
(b) has completed one (1) Year of Eligibility Service,
will become a Participant on the first day of the month coinciding with or next
following the date such requirements are satisfied, provided said Employee is
still employed by the Employer and in the Eligible Class as of such date. If not
employed in the Eligible Class on such date, the Employee will become a
Participant as of the first day of the month coinciding with or next following
the date the Employee first performs an Hour of Service as an eligible Employee
if a Break in Service has not occurred.
1.2. Service Computation Period:
For purposes of determining Years of Eligibility Service and Breaks
in Service for purposes of eligibility, the initial eligibility computation
period is the 12-consecutive month period beginning on the Employee's Employment
Commencement Date.
The succeeding 12-consecutive month periods commence with the first
anniversary of the Employee's Employment Commencement Date.
1.3. Service Credit: All Years of Service with the Employer are
counted toward Years of Eligibility Service except the following:
Exhibit A
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(a) Any "Year of Service" excluded as of December 31, 1985, in
accordance with the Plan as constituted and in effect immediately before such
date, shall be excluded for all purposes thereafter.
(b) In the case of a Participant who does not have any
nonforfeitable right to the Accrued Benefit derived from Employer contributions,
Years of Eligibility Service before a period of consecutive Breaks in Service
will not be taken into account in computing service if the number of consecutive
Breaks in Service in such period equals or exceeds the greater of five (5) or
the aggregate number of Years of Eligibility Service completed by the Employee
before such break. Such aggregate number of Years of Eligibility Service will
not include any Years of Eligibility Service disregarded under the preceding
sentence by reason of prior Breaks in Service.
(c) If a Participant's Years of Eligibility Service are
disregarded pursuant to the preceding paragraph, such Participant will be
treated as a new Employee for eligibility purposes. If a Participant's Years of
Eligibility Service may not be disregarded pursuant to the preceding paragraph,
such Participant will continue to participate in the Plan or, if terminated,
will participate immediately upon reemployment in the Eligible Class.
1.4. Change in Classification of Employment: In the event a
Participant is no longer a member of the Eligible Class of Employees and becomes
ineligible to participate, such Employee will participate immediately upon
returning to the Eligible Class of Employees. In the event an Employee who is
not a member of the Eligible Class of Employees becomes a member of the Eligible
Class, such Employee will participate immediately upon becoming a member of the
Eligible Class.
ARTICLE II.
EMPLOYER CONTRIBUTIONS;
2.1. Payment of Contributions: The Employer shall contribute to the
Plan from time to time such amounts as the Plan Administrator and the Employer
shall determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2. Limitation on Contribution: Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a dedication to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or to correct an error, in which event, the Employer shall make a
contribution to the Plan even if it causes the limitation under Code Section 404
to be exceeded.
2.3. Time of Payment: The Employer will pay to the Trustee its
contribution to the Plan for each Plan Year, within the time prescribed by law,
including extensions of
Exhibit A
- 2 -
<Page>
time, for the filing of the Employer's federal income tax return for the Fiscal
Year. In no event, however, will payment to the Trustee be made after the
expiration of the time limit prescribed for satisfaction of the minimum funding
requirements of Code Section 412.
2.4. No Additional Liability: The pension benefits to be provided
under the Plan shall be only such as can be provided by the assets of the Trust
Fund and, except as provided by law, there shall be no liability or obligation
on the part of the Employer to make any further contributions to the Plan in the
event of its termination. Except as otherwise required by ERISA or other
applicable law, no liability for the payment of benefits hereunder shall be
imposed upon the Employer, or the officers, directors or stockholders of the
Employer.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions: No contributions shall be required of
Participants as a condition for receiving benefits provided hereunder.
3.2. Employee Contributions Under a Prior Plan: If any Employee has
made contributions under any predecessor to this Plan and such contributions,
together with credited interest thereon, have not been withdrawn, benefit
payments under this Plan shall be subject to the following conditions:
(a) Commencing January 1, 1975, an Employee's contributions under
the predecessor plan, with credited interest thereon, determined pursuant to the
provisions of such predecessor plan as of January 1, 1975, shall be credited
with interest as of December 31, 1975, and each December 31 thereafter, at such
rate of interest as the Plan Administrator determines, such amount being
referred to herein as an Employee's "accumulated contributions."
(b) Upon death or termination of employment of an Employee prior
to qualifying for benefits under the Plan, the accumulated contributions shall
be paid in a lump sum to the Employee, or in the event of death, to the Spouse,
or absent a Spouse, to the named Beneficiary.
(c) Upon the death of an Employee whose benefits are payable on a
Straight Life Annuity basis, the accumulated contributions, less the total
benefits paid to the Employee, will be paid in a lump sum to the Spouse, or
absent a Spouse to the named Beneficiary, or estate of the Employee if no
Beneficiary is designated or living.
(d) Upon the death of a Beneficiary who is receiving benefits
under the Plan, the accumulated contributions, less the total benefits paid to
the Employee and the Beneficiary, will be paid in a lump sum to the estate of
such Beneficiary.
Exhibit A
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(e) Except as provided herein, an Employee's accumulated
contributions shall not be paid to the Employee or any other person.
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who terminates
employment upon attaining Normal Retirement Age will be entitled to receive
normal retirement benefits in the amount of the Participant's Accrued Benefit.
If the Participant elects to continue working past his or her Normal Retirement
Age, he or she will continue as an active Participant until his or her actual
retirement date, unless a minimum distribution is required by law.
(a) Accrued Benefit - Employees of Amphenol Corporation other
than Spectra Strip Employees. The amount of the monthly retirement benefit in
the Normal Form to be provided for each Participant who is not a Spectra Strip
Employee shall be equal to such Participant's monthly Accrued Benefit as of any
date, determined as the greater of the Post-TRA Benefit or Grandfathered Benefit
below:
POST-TRA BENEFIT: the greater of (1) and (2) below:
(1) Basic Formula: the sum of (i) plus (ii) minus (iii):
(i) one and eight tenths of one percent (1.8%) of such
Participant's Average Monthly Compensation multiplied by such Participant's
Years of Accrual Service up to a maximum of Twenty-five (25) Years, and
(ii) one percent (1%) of such Participant's Average
Monthly Compensation multiplied by such Participant's years of Accrual Service
in excess of Twenty-five (25), minus
(iii) two percent (2%) of such Participant's estimated
Primary Social Security Retirement Benefit multiplied by such Participant's
Years of Accrual Service, up to a maximum of Thirty (30) years.
(2) Alternative Formula: One and one tenth of one percent
(1.1%) of such Participant's Average Monthly Compensation, multiplied by such
Participant's Years of Accrual Service.
GRANDFATHERED BENEFIT: the greater of (1) and (2) below:
(1) Basic Formula: the sum of (i) plus (ii) minus (iii):
Exhibit A
- 4 -
<Page>
(i) one and eight tenths of one percent (1.8%) of such
Participant's Average Monthly Compensation determined as of December 31, 1988,
multiplied by such Participant's Years of Accrual Service determined as of
December 31, 1988, up to a maximum of Twenty-five (25) Years, and
(ii) one percent (1%) of such Participant's Average
Monthly Compensation determined as of December 31, 1988, multiplied by such
Participant's Years of Accrual Service in excess of Twenty-five (25) determined
as of December 31, 1988, minus
(iii) the lesser of
(A) two percent (2%) of such Participant's estimated
Primary Social Security Retirement Benefit determined as of December 31, 1988,
as if the Participant had attained age sixty-five (65) as of such date
multiplied by such Participant's Years of Accrual Service determined as of
December 31, 1988, up to a maximum of Twenty-five (25) years, and
(B) Seventy-two and ninety-one one-hundredths percent
(72.91%) of such Participant's estimated Primary Social Security Retirement
Benefit determined as of December 31, 1988, multiplied by a fraction, the
numerator or which equals such Participant's Year of Accrual Service determined
as of December 31, 1988, and the denominator of which is the expected number of
Years of Accrual Service such Participant would have had at his or her Normal
Retirement Age if such Participant had remained employed by the Employer until
his or her Normal Retirement Age.
(2) Alternative Formula: One and one tenth of one percent
(1.1%) of such Participant's Average Monthly Compensation determined as of
December 31, 1988, multiplied by such Participant's Years of Accrual Service
determined as of December 31, 1988.
(b) Accrued Benefit - Spectra Strip Employees. The amount of the
monthly retirement benefit in the Normal Form to be provided for each
Participant who is a Spectra Strip Employee and who retires on his or her Normal
Retirement Date shall be equal to such Participant's monthly Accrued Benefit as
of any date, determined as the greater of the Post-TRA Benefit or Grandfathered
benefit below:
POST-TRA BENEFIT - the greater of (1) and (2) below:
(1) Basic Formula: the sum of (i) plus (ii) minus (iii):
(i) one and nine-tenths of one percent (1.9%) of such
Participant's Average Monthly Compensation multiplied by such Participant's
Years of Accrual Service up to a maximum of Fifteen (15) Years, and
Exhibit A
- 5 -
<Page>
(ii) one and five-tenths of one percent (1.5%) of such
Participant's Average Monthly Compensation multiplied by such Participant's
Years of Accrual Service in excess of Fifteen (15%) up to a maximum of Fifteen
(15) excess Years, minus
(iii) one and two-thirds of one percent (1 2/3%) of such
Participant's estimated Primary Social Security Retirement Benefit multiplied by
such Participant's Years of Accrual Service, up to a maximum of Thirty (30)
years.
(2) Alternative Formula: Six Dollars ($6.00) multiplied by
such Participant's Years of Accrual Service.
GRANDFATHERED BENEFIT
(1) Basic Formula: the sum of (i) plus (ii) minus (iii):
(i) one and nine-tenths of one percent (1.9%) of such
Participant's Average Monthly Compensation determined as of December 31, 1988,
multiplied by such Participant's Years of Accrual Service determined as of
December 31, 1988, up to a maximum of Fifteen (15) Years, and
(ii) one and five-tenths of one percent (1.5%) of
such Participant's Average Monthly Compensation determined as of December 31,
1988, multiplied by such Participant's Years of Accrual Service in excess of
Fifteen (15) determined as of December 31, 1988, up to a maximum of Fifteen (15)
excess Years, minus
(iii) one and two-thirds of one percent (1 2/3%) of
such Participant's estimated Primary Social Security Retirement Benefit
determined as of December 31, 1988, multiplied by such Participant's Years of
Accrual Service determined as of December 31, 1988, up to a maximum of Thirty
(30) years.
(2) Alternative Formula: Six Dollars ($6.00) multiplied
by such Participant's Years of Accrual Service determined as of December 31,
1988.
(c) Reduction for Qualified Pre-Retirement Survivor Annuity
Coverage (terminated vested Participants). If a Qualified Pre-Retirement
Survivor Annuity has been in effect for any Participant who shall have
terminated employment, and who shall have elected a Qualified Pre-Retirement
Survivor Annuity, the amount of benefit determined above will be reduced by
multiplying the appropriate factor from the table below by the number of full
years that such coverage was in effect after December 31, 1984:
Exhibit A
- 6 -
<Page>
<Table>
<Caption>
Reduction for Each
Full Year of Coverage
After Termination of Employment
-------------------------------
Prior to Age 65 .3%
After Age 65 None
</Table>
The amount of benefit determined above will be further reduced for
Qualified Pre-Retirement Survivor Annuity coverage prior to December 31, 1984 in
accordance with the provisions of the Plan then in effect.
(d) Payment of Normal Retirement Benefits. Normal retirement
benefits will be payable as the Participant's Normal Retirement Date in
accordance with the Article herein entitled "Payment of Benefits". If the
Participant begins receiving benefits at an age other than Normal Retirement
Age, the Participant's benefit will be determined in accordance with the
appropriate Section of this Article.
4.2. Normal Form of Retirement Benefit: The Normal Retirement Benefit
payable to a Participant pursuant to this Article shall be a monthly pension
commencing on the Participant's retirement date and continuing for life. The
actual form of distribution of such benefit, however, shall be determined by
reference to the Article herein entitled "Payment of Benefits".
4.3. Early Retirement Benefit: A Participant who has attained Early
Retirement Age and who terminates employment with the Employer will be entitled
to receive any one of the following retirement benefits after attaining Early
Retirement Age as the Participant may elect:
(a) A deferred Normal Retirement Benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above, based upon Years of Accrual Service at the time of the Participant's
Retirement.
(b) An early retirement benefit, equal to the deferred benefit in
(a) above reduced as follows:
(1) A Participant who is not a Spectra Strip Employee shall
be entitled to receive a benefit equal to the deferred benefit provided in (a)
above reduced by 1/180th for each month of the first sixty (60) months by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date, plus 1/360th for each month in excess of sixty (60) by which the
Participant's Early Retirement Date precedes his or her Normal Retirement Date.
Exhibit A
- 7 -
<Page>
(2) A Spectra Strip Employee shall be entitled to receive
a benefit equal to the deferred benefit provided in (a) above reduced by
(i) 1/180th for each month of the first sixty (60) months
by which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/360th for each month in excess of sixty (60) by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date, with respect to the Post-TRA Benefit described in (a) above, and
(ii) one-half of one percent (0.5%) for each complete
month by which such Participant's Early Retirement Date precedes the first day
of the month following his or her attainment of age sixty-two (62), with respect
to the Grandfathered Benefit described in (a) above.
In the event that a Participant shall terminate employment prior to
attaining the Early Retirement Age, but having satisfied the service
requirement, the Participant shall be entitled to elect benefits hereunder upon
satisfaction of the age requirement.
Early retirement benefits shall be payable to the Participant on the
first day of the first month after (i) the Participant shall have become
eligible for such benefits and (ii) the Participant shall have filed an
application for such benefits and shall otherwise be payable in accordance with
the Article herein entitled "Payments of Benefits". Early retirement benefits
for Participants retiring prior to the date hereof shall be calculated in
accordance with the provisions of the Plan in effect on the date of such
Participant's termination of employment.
4.4. Late Retirement Benefit: In the event a Participant continues
employment beyond his Normal Retirement Date, no retirement benefit will be paid
to the Participant until he actually retires; subject, however, to any minimum
distributions required under Code Section 401(a)(9). A Participant's retirement
benefit on his Late Retirement Date shall be equal to the Participant's
retirement benefit recalculated using the Participant's Years of Accrual Service
and Average Monthly Compensation determined as of the Participant's actual
retirement date.
The monthly retirement benefit calculated pursuant to this
Section shall be offset by the Actuarial Equivalent of the total minimum
distributions required under Code Section 401(a)(9) actually made prior to the
Participant's actual retirement date.
A Participant's retirement benefit payable in the Normal Form of
Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
Late retirement benefits will be paid as soon as practicable
after the Participant's Late Retirement Date in accordance with the Article
herein entitled "Payment of Benefits."
Exhibit A
- 8 -
<Page>
4.5. Disability Benefits:
If a Participant terminates employment as an active Employee as an
result of a Disability, has completed ten (10) or more Years of Eligibility
Service, remains disabled for a period of at least six (6) months, and makes
application for a disability preretirement benefit, said Participant shall be
entitled to any one of the following disability retirement benefits, as the
Participant may elect:
(a) a deferred Disability retirement benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above and based upon Years of Accrual Service at the time of the Participant's
Disability; provided, however, that any reduction in the benefit determined
under Section 4.1 above which is based on the Participant's Primary Social
Security Retirement Benefit shall not exceed sixty-four (64%) of such
Participant's disability insurance benefit awarded under the Federal Social
Security Act as in effect at the time of the Participant's Disability Retirement
Date.
(b) an immediate Disability retirement benefit commencing at
Disability Retirement Date equal to the deferred benefit provided in (a) above.
(1) with respect to Spectra Strip Employees, without
reduction for early payment; and
(2) with respect to non-Spectra Strip Employees, reduced, by
a percentage equal to 1/180th for each month of the first sixty (60) months by
which the Participant's Disability Retirement Date precedes his or her Normal
Retirement Date, plus 1/360th for each month in excess of sixty (60) by which
the Participant's Disability Retirement Date precedes his or her Normal
Retirement Date.
Any Participant receiving disability retirement benefits, or any
applicant for a disability retirement, may be required to submit to a medical
examination at any time but not more often than semi-annually, to determine
whether such Participant is eligible for a disability retirement benefit. If it
is found that the Participant receiving disability retirement benefits is no
longer disabled, no further disability retirement benefit shall be paid. If the
Participant refuses to submit to such medical examination, no disability
retirement benefit shall be paid until such Participant submits to an
examination and is determined to be eligible.
Disability retirement benefits will be paid as soon as practicable
after the Plan Administrator's receipt of certification of Disability and the
satisfaction of the other conditions to the receipt of disability benefits under
this Section 4.5, in accordance with the Article herein entitled "Payment of
Benefits".
Exhibit A
- 9 -
<Page>
4.6 Death Benefits:
The provisions of this section shall apply on or after August 23,
1984, to any Participant who is credited with at least one Hour of Service or
one hour of paid leave on or after August 23, 1984 or any Participant who
terminated employment prior to August 23, 1984 who at the time of termination of
employment shall have been eligible for a deferred vested pension and who shall
have made an election for optional coverage hereunder.
If a Participant dies before his Annuity Starting Date, death benefits
shall be determined under subsections (a), (b) and (c) below. The distribution
of death benefits shall be subject to the Article herein entitled "Payment of
Benefits".
(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be payable as a
death benefit with respect to a Participant if the following requirements are
met:
(1) The Participant is survived by a Spouse to whom he
was continuously married throughout the one-year period ending on the date of
his death,
(2) The Participant's vested percentage of Employer
contributions on the date of his death was greater than zero,
(3) The Participant is not entitled to a Pre-Retirement
Surviving Spouse Benefit described in paragraph (b) below, and
(4) The Participant and his Spouse have not waived the
Qualified Preretirement Survivor Annuity. Any waiver of the Qualified
Preretirement Survivor Annuity must be made according to the Article herein
captioned "Joint and Survivor Annuity Requirements".
If the above requirements are met on the date the Participant
dies, a Qualified Preretirement Survivor Annuity shall be payable. The Spouse
may elect to start benefits on the first day of any month on or after the
earliest date retirement benefits could have been paid to the Participant if he
had ceased to be an Employee on the date of his death and survived to such date.
If the Spouse dies before the date the Qualified Preretirement Survivor Annuity
starts, no death benefit will be payable.
(b) Pre-Retirement Surviving Spouse Benefit: If a Participant who
is not a Spectra Strip Employee dies before his Annuity Starting Date and such
Participant would have been eligible for an early retirement benefit had such
Participant voluntarily retired hereunder on the date next preceding the day on
which such Participant died and if such Participant shall leave a surviving
Spouse, then such Spouse shall be eligible to receive a surviving Spouse's
benefit from the Plan. The monthly amount of the surviving Spouse's
Exhibit A
- 10 -
<Page>
benefit payable to the Spouse eligible therefor shall be equal to 50% of the
monthly benefit the deceased Participant would have been entitled to receive
beginning as of such Participant's retirement if such Participant had retired on
the date next preceding the day on which such Participant died, on the basis of
such Participant's actual Years of Accrual Service; provided, however, if the
surviving Spouse's age is more than five years less than the Participant's age,
then the 50% shall be decreased by subtracting therefrom a 1% for each 12 months
in excess of five years that the Spouse's age at the Participant's death is less
than the Participant's age at death.
The monthly surviving Spouse's benefit shall be payable to the
Spouse for life, beginning as of the first day of the calendar month coincident
with or next following the date of the Participant's death.
(c) Death Benefit After Actual Retirement Date but Before the
Annuity Starting Date:
(1) If a Participant dies on or after his actual
Retirement date and before his Annuity Starting Date, the provisions of
subsections (a) and (b) shall not apply. Instead the death benefit shall be
based on the Normal Form of Benefit or a properly elected optional form of
benefit. This death benefit is the death benefit which would have been payable
to the Participant's Beneficiary or contingent annuitant if the Participant's
retirement date had occurred on the date he died. For purposes of this death
benefit only, an election of an optional form of benefit shall be a qualified
election even if it is not made within 90 days of the date retirement benefits
would have begun if it meets all of the other requirements for a qualified
election.
(2) Any death benefit payable after a Participant's Annuity
Starting Date will be determined by the form of retirement benefit in effect on
a Participant's Annuity Starting Date.
4.7 Benefits on Termination of Employment - Deferred Vested Pension: A
Participant who terminates employment prior to Normal Retirement Age, Early
Retirement Age, Disability or death will be entitled to receive benefits in the
amount of the Participant's vested Accrued Benefit. The amount of the monthly
retirement benefit to be provided for each Participant who becomes an Inactive
Participant prior to his Normal or Early Retirement Date, date of Disability or
death shall be determined as follows:
(a) A deferred monthly retirement benefit in the Normal Form to
begin on his Normal Retirement Date. The deferred retirement benefit will be
equal to the product of (i) and (ii):
(i) The Participant's Accrued Benefit as of the day before he
or she became an Inactive Participant;
Exhibit A
- 11 -
<Page>
(ii) The Participant's vesting percentage on the date he or
she ceased to be an Employee.
(b) A deferred monthly retirement benefit in the Normal Form of
Benefit to begin on his Early Retirement Date, in the event that all service
requirements have been satisfied. The deferred early retirement benefit shall be
equal to the product of (i) and (ii):
(i) the Participant's early retirement benefit set forth in
Section 4.3; and
(ii) the Participant's vesting percentage on the date he or
she ceased to be an Employee.
The amount of payment under any form (other than the Normal Form of
Benefit) shall be determined as provided under the Article herein entitled
"Payment of Benefits".
4.8. In-Service Benefits: No distribution will be made to a
Participant who remains in the employ of the Employer beyond Normal Retirement
Age, unless a minimum distribution is required by law.
4.9. Restoration of Benefit: If an Employee receives a distribution of
a vested Accrued Benefit under the Plan and the Employee resumes employment in
the Eligible Class, he or she shall have the right to restore his or her
Employer-provided Accrued Benefit to the extent forfeited upon the repayment to
the Plan of
(a) the amount of the distribution,
(b) interest on such distribution compounded annually at the rate
of five percent (5%) per annum from the date of distribution to the date of
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded annually
at the rate of 120 percent of the federal mid-term rate (as in effect under Code
Section 1274 for the first month of a Plan Year) from the beginning of the first
Plan Year beginning after December 31, 1987 or the date of distribution,
whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5) years
after the first date on which the Participant is subsequently reemployed by the
Employer, or the date the Participant incurs five (5) consecutive Breaks in
Service following the date of distribution. If an Employee is deemed to receive
a distribution, and the Employee resumes employment in the Eligible Class before
the date the Participant incurs five (5) consecutive Breaks in Service, upon the
reemployment of such Employee in the Eligible Class, the employer-provided
Exhibit A
- 12 -
<Page>
Accrued Benefit will be restored to the amount of such Accrued Benefit on the
date of the deemed distribution.
4.10. Non-Duplication of Benefits: If an Inactive Participant who is
no longer actively employed by the Employer again becomes actively employed by
the Employer in the Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to have received a distribution of a vested Accrued Benefit under
the Plan by reason of prior participation (and such distribution has not been
repaid to the Plan with interest as described in the preceding paragraph within
a period of the earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the close of the first
period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit
determined as of the date of distribution.
Notwithstanding any provisions of the Plan to the contrary, if a
Participant is entitled to any retirement income or other benefits from any
other qualified plans provided by the Employer, including any Affiliated
Employer, other than benefits provided under any federal or State retirement
program, which benefits are determined by reference to Years of Accrual Service
for which the Participant is entitled to benefits hereunder, benefits payable
under this Plan shall be reduced and offset by the amount of such other
retirement benefits.
4.11. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer
contributions to be provided under this Section for each Non-Key Employee who is
a Participant during a Plan Year in which the Plan is Top-Heavy Plan shall equal
the product of (1) said Participant's Compensation averaged over the five (5)
consecutive Limitation Years (or actual number of Limitation Years, if less)
which produce the highest average and (2) the lesser of (i) two percent (2%)
multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under
Code Section 416, a Non-Key Employee who is not a Participant solely because (1)
his Compensation is below a stated amount or (2) he declined to make required
contributions (if required) to the Plan will be considered to be a Participant.
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Years of Service for any Plan
Year beginning before January 1, 1984, or for any Plan Year during which the
Plan was not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation
Year ending in a Plan Year which began prior to January 1, 1984, subsequent to
the last
Exhibit A
- 13 -
<Page>
Limitation Year during which the Plan is a Top-Heavy Plan, or in which
the Participant failed to complete a Year of Service, shall be disregarded.
(e) For the purposes of determining the top-heavy minimum benefit
under this Section, Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of Benefits" provides
for the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If a Non-Key Employee participates in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, the extra minimum Accrued Benefit (required by the Article
herein entitled "Section 415 Limitation on Benefits" to provide the higher
limitations) shall be provided for each Non-Key Employee who is a Participant by
substituting three percent (3%) for two percent (2%) and thirty percent (30%)
for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, a minimum allocation of five percent (5%) of
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan.
However, for any Plan Year when (1) the Plan is a Top-Heavy Plan
but not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, seven and one-half percent (7 1%) shall be substituted
for five percent (5%) above.
(k) The preceding provisions of this Section shall be
inapplicable to the extent not required of this Plan pursuant to Code Section
416(i)(4).
Exhibit A
- 14 -
<Page>
4.12. Transfers; Service with Affiliated Employers. The benefits
provided hereunder as to an Employee who transfers employment to or from an
Affiliated Employer shall be determined by reference to this Article and the
Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS."
4.13. Bunker Ramo Profit Sharing Retirement Plan Balances:
(a) The Plan Administrator shall continue to maintain a separate
account (herein designated "Profit Sharing Plan Account") for each participant
of the Bunker Ramo Profit Sharing Retirement Plan whose General Account has been
transferred to the Plan, which Profit Sharing Plan Account shall reflect the
value of such transferred account and shall be adjusted by the Plan
Administrator in accordance with the provisions of this Section.
(b) Credit balances of all Profit Sharing Plan Accounts of
Participants then in the employ of the Employer shall be increased or decreased,
as the case may be, by the greater of the rate of return earned by the Trust
Fund of the Plan during the Plan Year; and 7%.
(c) Each Participant's Profit Sharing Plan Account shall be
charged with any payments made to a Participant, or the Participant's Spouse or
Beneficiary under the provisions of the Plan until such time as such account is
exhausted.
(d) "Profit Sharing Plan Account Value" means for each
Participant who is entitled to a benefit under the Plan and who has elected not
to receive a lump sum distribution of such Participant's Profit Sharing Plan
Account, the dollar value of such Participant's Profit Sharing Plan Account
determined as of the last day of the quarter of any Plan Year coincident with or
next preceding the date as of which the Participant's benefits are to commence
under the Plan. For any other Participant, the Profit Sharing Plan Account Value
of such Participant shall be the dollar value of the Participant's Profit
Sharing Plan Account determined as of the last day of the quarter of any Plan
Year coincident with or next preceding the date on which the Participant has a
Break in Service. In each case a Participant's Profit Sharing Plan Account Value
shall not be less than the value of the Participant's General Account under the
Profit Sharing Plan as of December 31, 1975, increased by 7% annually,
compounded, to the date of determination described above, which minimum value
shall not be dependent on the earnings of the Employer during such period. If
the last day of the quarter coincident with or next preceding a determination
date described above is not the same as the last day of the Plan Year, the Plan
Administrator may determine a Participant's Profit Sharing Plan Account Value on
the basis of a ratio reflective of the change in net worth of the assets of all
such Profit Sharing Plan Accounts since the last adjustment of the Participant's
Profit Sharing Plan Accounts, in accordance with the procedures described above.
(e) "Profit Sharing Plan Account Value Annuity" means a monthly
benefit equal to the Participant's Profit Sharing Plan Account Value, increased
with PBGC
Exhibit A
- 15 -
<Page>
interest, compounded annually, to the first of the month following the
65th birthday of the Participant or the Participant's Beneficiary, as the case
may be, and multiplied by the following percentage based on such PBGC interest.
PBGC interest means the annual rate of interest used by the Pension Benefit
Guaranty Corporation for purposes of valuing immediate annuities under plans
terminating during the month preceding the earlier of (a) the month of payment
of such Profit Sharing Plan Account Value and (b) the month benefits commence
under the Plan.
<Table>
<Caption>
PBGC Interest PBGC Interest
Rate Percentage Rate Percentage
---- ---------- ---- ---------
6.00% or less 0.84% 8.75% 1.00%
6.25% 0.85% 9.00% 1.02%
6.50% 0.87% 9.25% 1.04%
6.75% 0.88% 9.50% 1.05%
7.00 % 0.90% 9.75% 1.07%
7.25% 0.91% 10.00% 1.08%
7.50% 0.93% 10.25% 1.10%
7.75% 0.94% 10.50% 1.11%
8.00% 0.96% 10.75% 1.13%
8.25% 0.98% 11.00% or more 1.15%
8.50% 0.99%
</Table>
(f) Upon termination of the Plan that portion of any assets then
held in the Trust Fund allocable to Participants and their Beneficiaries shall
be allocated so that first priority shall be given to the payment of benefits to
Participants having Profit Sharing Plan Accounts in an amount which shall be no
less than the Participant's Profit Sharing Plan Account Value remaining on the
date of termination.
(g) If, at the time of termination of the Participant's
employment for any reason (including death), a Participant, or Beneficiary in
case of death, is not entitled to any benefit under Article IV of the Plan, then
the Participant's Profit Sharing Plan Account Value shall be paid to the
Participant or to the Participant's Beneficiary, as the case may be. The
Participant, subject to the consent provisions of Article VIII, or the
Participant's Beneficiary, may elect to receive a lump sum, and upon payment of
such lump sum the Participant and the Participant's Beneficiaries thereunder
shall not be entitled to any further benefit on account of the Participant's
Profit Sharing Plan Account. The Beneficiary of a married Participant shall
automatically be the Participant's Spouse. If a Participant is rehired by the
Employer and subsequently becomes entitled to benefits under Article IV of the
Plan, any benefit the Participant or the Participant's Beneficiary would
otherwise be entitled to receive shall be reduced by the Participant's Profit
Sharing Plan Account Value Annuity based on the Participant's Profit Sharing
Plan Account Value previously distributed to the Participant or the
Participant's Beneficiary.
Exhibit A
- 16 -
<Page>
(h) If at the time of termination of the Participant's employment
for any reason other than death, the Participant is entitled to a benefit under
the Plan, then the monthly retirement benefit payable to the Participant shall
not be less than the Participant's Profit Sharing Plan Account Value Annuity.
Subject to the consent provisions of the Plan, the Participant may elect to
receive in a lump sum the Participant's Profit Sharing Account Value at such
termination of employment, and upon payment of such lump sum any benefit the
Participant would otherwise be entitled to receive shall be reduced by the
Participant's Profit Sharing Plan Account Value Annuity.
(i) If at the time of a Participant's death, the Participant's
Spouse is entitled to a benefit under the Plan, then the monthly benefit payable
to the Spouse under the Plan shall not be less than the Profit Sharing Plan
Account Value Annuity. The Spouse may elect to receive in a lump sum the
Participant's Profit Sharing Plan Account Value, and upon payment of such lump
sum any benefit the Spouse would otherwise be entitled to receive under Article
IV shall be reduced by the Profit Sharing Plan Account Value Annuity.
(j) Upon cessation of all benefit payments payable to a
Participant or the Participant's Beneficiary entitled to benefits who has not
elected to receive a lump sum payment of the Participant's Profit Sharing Plan
Account Value, the Participant's Beneficiary, or the estate of such Beneficiary,
shall be paid in a lump sum the excess, if any, of the Participant's Profit
Sharing Plan Account Value over the aggregate of the benefits paid under the
Plan to the Participant and the Participant's Beneficiary.
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the exceptions
below, the maximum Annual Benefit payable to a Participant under this Plan in
any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's
Compensation averaged over the three consecutive Limitation Years (or the actual
number of Limitation Years for Employees who have been employed for less than
three consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1,
Exhibit A
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<Page>
1982, shall not be less than the "protected current accrued benefit", payable
annually, provided for under question T-3 of Internal Revenue Notice 83-10.
(c) Notwithstanding anything in this Article to the contrary, if
the Plan was in existence on May 6, 1986, and had complied at all times with the
requirements of Code Section 415, the maximum Annual Benefit for any individual
who is a Participant as of the first day of the Limitation Year beginning after
December 31, 1986, shall not be less than the Current Accrued Benefit. "Current
Accrued Benefit" shall mean a Participant's Accrued Benefit under the Plan,
determined as if the Participant had separated from service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415(b)(2). In determining the
amount of a Participant's Current Accrued Benefit, the following shall be
disregarded: (1) any change in the terms and conditions of the Plan after May 5,
1986; and (2) any cost of living adjustment occurring after May 5, 1986.
(d) The dollar limitation under Code Section 415(b)(1)(A) stated
in paragraph (a)(1) above shall be adjusted annually as provided in Code Section
415(d) pursuant to the Regulations. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation Years ending
with or within that calendar year.
(e) The limitation stated in paragraph (a)(2) above for
Participants who have separated from service with a non-forfeitable right to an
Accrued Benefit shall be adjusted annually as provided in Code Section 415(d)
pursuant to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member
of a controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified
by Code Section 415(h)) or is a member of an affiliated service group (as
defined by Code Section 484(m)), all employees of such employers shall be
considered to be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code
Section 413(c) plan, all employers of a Participant who maintain this Plan will
be considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be
Exhibit A
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<Page>
reduced in such manner as the Secretary of the Treasury shall prescribe which is
consistent with the reduction for old-age insurance benefits commencing before
the Social Security Retirement Age under the Social Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
benefit begins on or after age sixty-two (62). If the Annual Benefit begins
before age sixty-two (62), the $90,000 limitation shall be reduced by each month
benefits commence before the Participant attains age sixty-two (62) so that it
is the Actuarial Equivalent of the $90,000 limitation beginning at age sixty-two
(62). However, the $90,000 limitation shall not be actuarially reduced to less
than:
(1) $75,000 if the Annual Benefit commences on or after
age fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age fifty-five (55) if the Annual Benefit commences prior
to age fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable
prior to age sixty-two (62) or the $75,000 limitation applicable prior to age
fifty-five (55), the adjustment shall be made pursuant to the general principles
set forth in this Plan for determining Actuarial Equivalence except that the
interest rate assumption shall be the greater of five percent (5%) or the rate
specified in Schedule A hereto and the mortality decrement shall be ignored to
the extent that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age sixty-two (62), then
the $90,000 limitation shall be reduced so that it is the Actuarial Equivalent
of the $90,000 limitation beginning at age sixty-two (62). However, the $90,000
shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age fifty-five (55) if the Annual Benefit commences prior
to age fifty-five (55).
Exhibit A
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<Page>
For purposes of adjusting the $90,000 limitation applicable
prior to age sixty-two (62) or the $75,000 limitation applicable prior to age
fifty-five (55), the adjustment shall be made pursuant to the general principles
used herein for determining the Actuarial Equivalent except that the interest
rate assumption shall be the greater of five percent (5%) or the rate specified
in Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(e) For purposes of adjusting the Annual Benefit to a Straight
Life Annuity, the adjustment shall be made pursuant to Section 2.2 except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A hereto.
(f) For purposes of adjusting the $90,000 limitation applicable
after age 65, the adjustment shall be made the Actuarial Equivalent except that
the interest rate assumption shall be the lesser of five percent (5%) or the
rate specified in Schedule A hereto and the mortality decrement shall be ignored
to the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable
after the Participant's Social Security Retirement Age (or for Plan Years
beginning prior to January 1, 1987, age 65), the adjustment shall be made for
the Actuarial Equivalent except that the interest rate assumption shall be the
lesser of five percent (5%) or the rate specified in Schedule A hereto and the
mortality decrement shall be ignored to the extent that a Forfeiture does not
occur at death.
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit Not in Excess of $10,000: This Plan may pay an
Annual Benefit to any Participant in excess of his maximum Annual Benefit if the
Annual Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
5.4. Participation or Service Reductions: If a Participant has less
than ten (10) Years of Participation in the Plan at the time he begins to
receive benefits under the Plan, the limitations in Sections 5.1(a)(1) and 5.2
shall be reduced by multiplying such limitations by
Exhibit A
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<Page>
a fraction (a) the numerator of which is the number of years of participation
(or part thereof) in the Plan, and (b) the denominator of which is ten (10);
provided, however, that said fraction shall in no event be less than 1/10th. The
limitations of Sections 5.1(a)(2) and 5.3 shall be reduced in the same manner
except the preceding sentence shall be applied with respect to Years of Service
with the Employer rather than Years of Participation in the Plan. Additionally,
to the extent provided in Regulations, for years beginning after December 31,
1986, the above described reductions to the limitations in Sections 5.1(a)(1)
(except for purposes of Section 5.5(c)(2)) and 5.2 shall be applied separately
with respect to each change in the benefit structure of the Plan adopted before
August 3, 1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(f) below, if a
Participant is (or has been) a participant in one or more defined benefit plans
and one or more defined contribution plans maintained by the Employer, the sum
of the defined benefit plan fraction and the defined contribution plan fraction
for any Limitation Year may not exceed 1.0.
(b) (1) The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans. (whether terminated or not) maintained by the
Employer, and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation determined for the Limitation Year under
Code Sections 415(b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415(b).
Notwithstanding the above, if the Participant was a
Participant as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986, the denominator of this
fraction will not be less than one hundred twenty-five percent (125%) of the sum
of the annual benefits under such plans which the Participant had accrued as of
the close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of such plans after May 5,
1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section 415
for all Limitation Years beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section
415, the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
(3) For purposes of applying the limitations of Code Section
415, "protected current accrued benefit" for any Participant in a defined
benefit plan in existence on July 1, 1982 will be the accrued benefit, payable
annually, provided for under question T-3 of Internal Revenue Service Notice
83-10.
Exhibit A
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<Page>
(c) (1) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419(e) or individual medical accounts,
as defined in Code Section 415(1)(2), maintained by the Employer, and the
denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
"maximum aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or thirty-five
percent (35%) of the Participant's Section 415 Compensation for such Limitation
Year.
If the Employee was a participant as of the end of the first
day of the first Limitation Year beginning after December 31, 1986, in one or
more defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if the
sum of this fraction and the defined benefit fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0,
multiplied by
(ii) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of such plans made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning before
January 1, 1987, will not be recomputed to treat all Employee contributions as
annual additions.
(2) Notwithstanding the foregoing, the numerator of the
defined contribution plan fraction will be adjusted pursuant to Regulation
1.415-7(d)(1) and questions T-6 and T-7 of Internal Revenue Service Notice
83-10.
(3) For defined contribution plans in effect on or before
June 1, 1982, the Plan Administrator may elect, for any Limitation Year ending
after December 31, 1982, that the amount taken into account in the denominator
for every Participant for all
Exhibit A
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<Page>
Limitation Years ending before January 1, 1983 will be an amount equal to (A)
the denominator for the Limitation Year ending in 1982 determined under the law
in effect for the Limitation Year ending in 1982, multiplied by (B) the
"transition fraction".
(4) For purposes of the preceding paragraph, the term
"transition fraction" will mean a fraction (A) the numerator of which is the
lesser of (i) $51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981, and (B)
the denominator of which is the lesser of (i) $41,500 or (ii) twenty-five
percent (25%) of the Participant's 415 Compensation for the Limitation Year
ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, $41,500 will be substituted for $51,875 in
determining the "transition fraction" unless the extra minimum allocation is
being provided under the Plan pursuant to Code Section 416(h)(2). However, for
any Limitation Year in which this Plan is a Super Top-Heavy Plan, $41,500 will
be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in paragraphs (b)(1)
and (c)(1) unless the extra minimum allocation is being provided hereunder
pursuant to Code Section 416(h)(2). However, for any Limitation Year in which
the Plan is a Super Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-Five Percent (125%)" in any event.
(e) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction will exceed 1.0 in any Limitation Year for
any Participant, the Plan Administrator will adjust the numerator of the defined
benefit plan fraction so that the sum of both fractions will not exceed 1.0 in
any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for One
Hundred Twenty-Five Percent (125%) and $41,500 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any Limitation Year, such Participant will be subject to the following
restrictions for each future Limitation Year until the 1.0 limitation is
satisfied.
(i) the Participant's Accrued Benefit under the defined
benefit plan will not increase,
(ii) no annual additions may be credited to a
Participant's accounts, and
Exhibit A
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<Page>
(iii) no Employee contributions (voluntary or mandatory)
will be made under any defined benefit plan or any defined contribution plan of
the Employer.
5.6. Incorporation By Reference: Notwithstanding anything contained in
this Section to the contrary, the limitations, adjustments and other
requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and
nonforfeitable interest in his or her Accrued Benefit attributable to Employer
contributions in accordance with the following schedule, based upon Years of
Vesting Service with the Employer, provided that if a Participant is not already
fully vested, he or she will become so upon attaining Normal Retirement Age or
Early Retirement Age, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 5 0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 10 0%
10 or more 100%
</Table>
6.2. Top-Heavy Vesting: Notwithstanding the vesting provided for
above, for any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of
any Participant
Exhibit A
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<Page>
who has one (1) Hour of Service after the Plan becomes a Top-Heavy Plan will be
a percentage of the Participant's Accrued Benefit determined on the basis of the
Participant's number of Years of Vesting Service according to the following
schedule:
TOP HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
Plan, the Administrator will revert to the vesting schedule in effect before
this Plan became a Top-Heavy Plan. Any such reversion will be treated as a Plan
amendment. The vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA compliance date or when the
Plan is not a Top-Heavy Plan.
6.3. Service Computation Period:
For vesting purposes, Years of Vesting Service and Breaks in
Service will be measure by reference to the 12-consecutive month period
commencing on the Employee's Employment Commencement Date or Re-Employment
Commencement Date. Each subsequent 12-consecutive month period will commence on
the anniversary of such date.
6.4. Service Credit: All Years of Vesting Service with the Employer
are counted to determine the nonforfeitable vested percentage in such Employee's
Employer-provided Accrued Benefit, except that any "Period of Service" excluded
as of December 31, 1985, in accordance with the Plan as constituted and in
effect before December 31, 1985, shall be excluded for all purposes thereafter.
6.5. Vesting Break in Service: If any Participant is re-employed after
a Break in Service, Years of Vesting Service prior to the Break in Service will
be counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the post-break
Employer-provided Accrued Benefit only if either:
Exhibit A
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<Page>
(a) such Participant has a nonforfeitable interest in the Accrued
Benefit attributable to Employer contributions at the time of separation from
service; or
(b) upon the Participant's return to service, the number of
consecutive Breaks in Service is less than the greater of (1) the number of
prior Years of Vesting Service (disregarding any Years of Vesting Service that
were excluded because of a previous Break in Service, or (2) five (5) years.
6.6. Vesting on Distribution Before Break in Service; Cash-outs:
(a) If a Participant terminates employment and the value of the
Participant's vested Accrued Benefit derived from Employer and Required
Contributions is not greater than $3,500, the Participant will receive a
distribution of the value of the entire vested portion of such Accrued Benefit
and the nonvested portion will be treated as a forfeiture. For purposes of this
Article, if the present value of an Employee's vested Accrued Benefit is zero,
the Employee shall be deemed to have received a distribution of such vested
Accrued Benefit.
(b) If a Participant terminates employment, and elects to receive
the value of his or her vested Accrued Benefits, the nonvested portion will be
treated as a Forfeiture. If the Participant elects to have distributed less than
the entire vested portion of the Accrued Benefit derived from Employer
contributions, the part of the nonvested portion that will be treated as a
Forfeiture is the total nonvested portion multiplied by a fraction, the
numerator of which is the amount of the distribution attributable to Employer
contributions and the denominator of which is the total value of the vested
Employer-derived Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with
the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
Exhibit A
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<Page>
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting
schedule or computation of a Participant's nonforfeitable percentage shall apply
to a Participant unless such Participant is credited with an Hour of Service on
or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No amendment
to the Plan will be effective to the extent that it has the effect of decreasing
a Participant's Accrued Benefit. Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted under
Section 412(c)(8) of the Code. For purposes of this Section, a Plan amendment
which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subject to divestiture for cause.
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the Participant with
a notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution.
Such notice shall be given to the Participant in person or shall be
mailed to the Participant's current address as reflected in the Employer's
records.
7.2. Waiver of Thirty (30) Day Notice Period:
Notwithstanding the provisions of Section 7.1 above, if a distribution
is one to which Code Sections 401(a)(11) and 417 do not apply, such distribution
may commence less
Exhibit A
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<Page>
than thirty (30) days after the notice required under Regulation Section
1.411(a)-11(c) is given, provided that:
(a) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice, affirmatively
elects the distribution.
7.3. Automatic Form of Payment:
(a) General Rule: The automatic form of retirement benefit
payment hereunder for a Participant who does not die prior to his Annuity
Starting Date will be a Qualified Joint and Survivor Annuity for a Participant
who is married, or a Straight Life Annuity for a Participant who is unmarried.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1 above. The amount of
the monthly benefit payable in the form of a Qualified Joint and Survivor
Annuity shall be the Actuarial Equivalent or the amount which would have been
payable under a Straight Life Annuity determined by reference to Schedule A
hereto.
(b) Immediate Cash-out for De Minimis Benefits: If the value of
the Participant's vested Accrued Benefit derived from Employer and Employee
contributions (other than qualified voluntary contributions) does not exceed or
did not at the time of any prior distribution exceed $3,500, the Participant
will receive a single sum distribution in cash or property of the value of the
entire vested Accrued Benefit. For purposes of this Article, if the value of a
Participant's vested Accrued Benefit is zero, the Participant will be deemed to
have received a distribution of such vested Accrued Benefit.
7.4. Optional Forms of Benefit:
(a) If the value of a Participant's vested Accrued Benefit
derived from Employer and Employee contributions exceeds or at any time exceeded
$3,500, the Participant, or if the Participant is married, the Participant with
the consent of the Participant's Spouse, may elect not to receive his or her
vested Accrued Benefit in the automatic form of payment described above and may
direct the Trustee to distribute the Participant's vested Accrued Benefit in one
or more of the following modes of payment:
(1) Straight Life Annuity;
(2) Single Life Annuity with ten years certain;
Exhibit A
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<Page>
(3) Fifty Percent (50%) Joint and Survivor Annuity;
(4) One Hundred percent (100%) Joint and Survivor Annuity;
(5) With respect to any Participant who shall have received a
distribution of his or her benefits under any Prior Plan and whose remaining
vested Accrued Benefits hereunder have a value less than $3,500, a single sum
distribution in cash or property of the value of the entire remaining vested
Accrued Benefit.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1 above. The amount of
the monthly benefit payable under the other options shall be the Actuarial
Equivalent of the amount which would have been payable under a Straight Life
Annuity calculated by reference to the factors set forth in Schedule A hereto.
(b) Any election to receive Accrued Benefits prior to the earlier
of Normal Retirement Age or age sixty-two (62) or in a form other than the
Automatic Form of Benefit will be subject to the notice and consent requirements
of the Article herein entitled "Joint and Survivor Annuity Requirements".
(c) The terms of any annuity contract purchased and distributed
to a Participant shall comply with the requirements of the Plan. Any annuity
contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended in
accordance with the rules set forth in the Section below captioned "Suspension
of Benefits", or as otherwise specifically set forth herein, the amount of any
form of benefit under the terms of this Plan will be the Actuarial Equivalent of
the Participant's Accrued Benefit in the Normal Form commencing at Normal
Retirement Age.
7.6. Payment Without Participant Consent:
(a) In the event that the Participant has terminated employment
and the Participant (and the Participant's Spouse, if applicable) neither
consents to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator may,
upon the Participant's termination of employment, distribute an annuity contract
to the Participant
Exhibit A
- 29 -
<Page>
which provides that payments thereunder shall not commence until a later date if
such annuity contract satisfies the requirements of Sections 401(a)(11) and 417
of the Code.
7.7. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any
part of the Accrued Benefit could be distributed to the Participant (or
surviving Spouse) before the Participant attains (or would have attained whether
or not deceased) the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued
Benefit derived from Employer and Employee contributions exceeds (or at the time
of any prior distribution exceeded) $3,500, and the Accrued Benefit is
immediately distributable, the Participant and his or her Spouse (or where
either the Participant or the Spouse has died, the survivor) must consent to any
distribution of such Accrued Benefit. The consent of the Participant and the
Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the Participant and
the Participant's Spouse of the right to defer any distribution until the
Participant's Accrued Benefit is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415.
7.8. Limitation of Benefits on Plan Termination: The restrictions
of paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a)4-5(c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of
each Highly Compensated Participant and each former Highly Compensated Employee
shall be limited to a benefit which is nondiscriminatory within the meaning of
Code Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the
monthly payments made from the Plan to Highly Compensated Employees and to
former Highly Compensated Employees who are among the twenty-five most highly
paid Employees
Exhibit A
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<Page>
with the greatest Compensation in the current or any prior year, shall be
limited to an amount equal to the monthly payments that would be made on behalf
of the Employee under a Straight Life Annuity that is the Actuarial Equivalent
of the sum of the Employee's Accrued Benefit, the Employee's other benefits
under the Plan (other than a social security supplement, within the meaning of
Section 1.411(a) - 7(c)(4)(ii) of the Regulations), and the amount the Employee
is entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply,
however, if
(1) after payment of benefits to an Employee described
above, the value of Plan assets equals or exceeds one hundred ten percent (110%)
of the value of current liabilities, as defined in Code Section 412(d)(7).
(2) the value of benefits provided under the Plan for an
Employee described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to
any Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall
include loans in excess of the amounts set forth in Code Section 72(p)(2)(A),
any periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in
full to the affected Employee if prior to receipt of the restricted amount the
Employee enters into a written agreement with the Plan Administrator to secure
repayment to the Plan of the restricted amount. The restricted amount is the
excess of the amounts distributed to the Employee (accumulated with reasonable
interest) over the amounts that could have been distributed to the Employee
under the Normal Form described in Section 4.1 of the Plan (accumulated with
reasonable interest). The Employee may secure repayment of the restricted amount
upon distribution by: (1) entering into an agreement for promptly depositing in
escrow with an acceptable depositary property having a fair market value equal
to at least one hundred twenty-five percent (125%) of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least one hundred
percent (100%) of the restricted amount, or (3) posting a bond equal to at least
one hundred percent (100%) of the restricted amount. If the Employee elects to
post bond, the bond will be furnished by an insurance company, bonding company
or other surety for federal bonds.
The escrow arrangement may provide that an Employee may withdraw amounts in
excess of one hundred twenty-five percent (125%) of the restricted amount. If
the market value of the property in an escrow account falls below one hundred
ten percent (110%) of the remaining restricted amount, the Employee must deposit
additional property to bring the value
Exhibit A
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<Page>
of the property held by the depositary up to one hundred twenty-five percent
(125%) of the restricted amount. The escrow arrangement may provide that
Employee may have the right to receive any income from the property placed in
escrow, subject to the Employee's obligation to deposit additional property, as
set forth in the preceding sentence.
A surety or bank may release any liability on a bond or letter of credit in
excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank that
the Employee (or the Employee's estate) is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.
7.9. Early Plan Termination Restrictions: Notwithstanding any
provision in this Plan to the contrary, prior to the Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this
Section or his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000,
or (ii) an amount equal to 20% of the first $50,000 of the Participant's annual
Compensation multiplied by the number of years from the effective date of the
Plan to the earlier of (A) the date of termination of the Plan, or (B) the date
the benefit of the Participant becomes payable or (C) the date of a failure on
the part of the Employer to meet the full current costs of the Plan; or
(2) if a Participant is a "substantial owner" (as defined in
ERISA Section 4022(b)(5)(A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the
present value of the maximum benefit provided in ERISA Section 4022(b)(3)(B),
determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs thereof
have not been met at any time within ten (10) years after the effective date,
the benefits which any of the Participants described in this Section may receive
from the Employer's contribution shall
Exhibit A
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<Page>
not exceed the benefits set forth in paragraph (a) above. If at the end of the
first ten (10) years the full current costs are not met, the restrictions will
continue to apply until the full current costs are funded for the first time.
(c) If a Participant described in this Section leaves the employ
of the Employer or withdraws from participation in the Plan when the full
current costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
(d) These conditions shall not restrict the full payment of any
survivor's benefits on behalf of a Participant who dies while in the Plan and
the full current costs have been met.
(e) These conditions shall not restrict the current payment of
full retirement benefits called for by the Plan for any retired Participant
while the Plan is in full effect and its full current costs have been met,
provided an agreement, adequately secured, guarantees the repayment of any part
of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant shall
have been suspended or limited in accordance with the limitations of paragraphs
(a), (b), and (c) above because the full current costs of the Plan shall not
then have been met, and if such full current costs shall thereafter be met, then
the full amount of the benefits payable to such Participant shall be resumed and
the parts of such benefits which have been suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c)
above, if on the termination of the Plan within the first ten (10) years after
the effective date, the funds, contracts, or other property under the Plan are
more than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section for such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by statute, or the
Treasury Department or the Internal Revenue Service should provide by regulation
or ruling, that the limitations provided for in this Article are no longer
necessary in order to meet the requirements for a qualified pension plan under
the Code as then in effect, the limitations in this Article shall become void
and shall no longer apply without the necessity of amendment to this Plan.
Exhibit A
- 33 -
<Page>
(i) In the event a lump-sum distribution is made to an Employee
subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least one hundred twenty-five percent (125%) of the amount which would be
repayable if the Plan had terminated on the date of distribution of such lump
sum. If the fair market value of the property falls below one hundred ten
percent (110%) of the amount which would then be repayable if the Plan were then
to terminate, the distributee shall deposit additional property to bring the
value of the property to one hundred twenty-five percent (125%) of such amount.
In the event of the termination or partial termination of this Plan,
the rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.10. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which would have been suspended under the
preceding sentence as if the Employee had been receiving benefits since Normal
Retirement Age.
(b) Resumption of Payment. If benefit payments have been
suspended, payments shall resume no later than the first day of the third
calendar month after the calendar month in which the Employee ceases to be
employed in "service" as defined in ERISA Section 203(a)(3)(B). The initial
payment upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during the period
between the cessation of "service" under Section 203(a)(3)(B) of ERISA and the
resumption of payments.
(c) Notification. No payment shall be withheld by the Plan
pursuant to this Section unless the Plan Administration notifies the Employee by
personal delivery or first class mail during the first calendar month or payroll
period in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits. Requests for
such reviews
Exhibit A
- 34 -
<Page>
may be considered in accordance with the claims procedure adopted by the Plan
pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a Straight Life Annuity or a Qualified Joint and Survivor Annuity, an amount
equal to the portion of a monthly benefit payment derived from Employer
contributions.
(2) Other Benefit Forms. In the case of a benefit payable in
a form other than the form described in subsection (1) above, an amount equal to
the Employer-provided portion of benefit payments for a calendar month in which
the Employee is employed in ERISA Section 203(a)(3)(B) service, equal to the
lesser of
(i) The amount of benefits which would have been payable
to the Employee if he or she had been receiving monthly benefits under the Plan
since actual retirement based on a Straight Life Annuity commencing at actual
retirement age; or
(ii) The actual amount paid or scheduled to be paid to
the Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top-Heavy Plan".
7.11. Restrictions on Commencement of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of
benefits will begin no later than the 60th day after the later of the close of
the Plan Year in which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participation in the Plan; or
(3) the Participant terminates service with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant
and the Participant's Spouse, if any, to consent to a distribution while a
benefit is payable under the
Exhibit A
- 35 -
<Page>
Article entitled "Plan Benefits", will be deemed an election to defer
commencement of payment of any benefit sufficient to satisfy this paragraph.
7.12. Minimum Distribution Requirements: All distributions required
under this Article will be determined and made in accordance with the minimum
distribution requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a)(9) - 2. Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiples found in
Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70-1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70-1/2 before 1988 will be determined in accordance
with (i) or (ii) below:
(i) Non-5-percent owners: The required beginning date of
a Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70-1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 70-1/2 during 1988 and
who has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant
attains age 70-1/2, or
(B) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant becomes a 5-percent owner, or
the calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for
purposes of this paragraph if such Participant is a 5-percent owner as defined
in Code Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is a Top-Heavy Plan) at any time during the
Plan Year ending with or within the calendar year in which such owner attains
age 66-1 or at any subsequent Plan Year.
Exhibit A
- 36 -
<Page>
(4) Once distributions have begun to a 5-percent owner under
this paragraph, distributions must continue, even if the Participant ceases to
be a 5-percent owner in a subsequent year.
(b) Limits On Distribution Periods: As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated Beneficiary;
(3) a period certain not extending beyond the life expectancy
of the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning
Date:
(1) If a Participant's benefit is to be distributed over (i)
a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution selected must have assured that at least 50% of the Present Value
of the Accrued Benefit available for distribution was to be paid within the life
expectancy of the Participant.
(3) For calendar years beginning after 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, will not be less than the quotient obtained by dividing the
Participant's Accrued Benefit by the lesser of (i) the applicable life
expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Proposed Regulations Section 1.401(a)(9) - 2. Distributions after the death
of the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulations Section 1.401(a)(9)
- - 2.
Exhibit A
- 37 -
<Page>
(4) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar year in which
the Participant's required beginning date occurs, must be made on or before
December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be distributed
in the form of an annuity purchased from an insurance company, no such annuity
contract will be purchased unless the distributions thereunder will be made in
accordance with the requirements of Code Section 401(a)(9) and the Proposed
Regulations thereunder.
(6) For purposes of determining the amount of the required
distribution for the first distribution calendar year, the Accrued Benefit to be
used will be the Accrued Benefit as of the last Valuation Date in the calendar
year immediately preceding the first distribution calendar year. For all other
years, the Accrued Benefit will be determined as of the last Valuation Date
preceding such distribution calendar year.
For purposes of this paragraph, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.13. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and
subject to the requirements of the Article herein entitled "Joint and Survivor
Annuity Requirements", distribution on behalf of any Participant, including a
5-percent owner, will be made in accordance with all of the following
requirements (regardless of when such distribution commences:
(1) The distribution by the Trust Fund is one which would not
have disqualified the Trust Fund under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as
of December 31, 1983; and
Exhibit A
- 38 -
<Page>
(5) The method of distribution designated by the Participant
or the Beneficiary specifies the time at which distributions will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the beneficiaries of the Participant
listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.
(c) For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Participant or the Beneficiary to
whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401(a)(9) and the Proposed Regulations
thereunder. If a designation is revoked subsequent to the date distributions are
required to begin, the Plan must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Code Section 401(a)(9) and the Proposed Regulations thereunder, but for
an election under the Tax Equity and Fiscal Responsibility Act ("TEFRA") Section
242(b)(2). For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit requirements
in Regulations Section 1.401(a)(9)-2. Any changes in the designation will be
considered to be a revocation of the designation. However, the mere substitution
or addition of another beneficiary (one not named in the designation) under the
designation will not be considered to be a revocation of the designation so long
as such substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life). If an amount is transferred
or rolled over from one plan to another plan, the rules in Q&A 1-2 and Q&A 1-3
of Proposed Treasury Regulations 1.401(a)(9) - 2 will apply.
7.14. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in the
Plan. Such designation will remain in force until revoked by the Participant by
filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit
Exhibit A
- 39 -
<Page>
will continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.
(c) Distribution Beginning After Death: If the Participant dies
before distribution of benefits begins, distribution of the Participant's
Accrued Benefit will be completed by December 31 of the calendar year in which
occurs the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit is
payable to a designated Beneficiary, distributions may be made over the life of,
or over a period certain to greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 70-1/2.
If the Participant has not made an election pursuant to this paragraph
prior to death, the Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section, or
(2) December 31 of the calendar year in which occurs the fifth anniversary of
the Participant's death. If the Participant has no designated Beneficiary, or if
the designated Beneficiary does not elect a method of distribution, distribution
of the Participant's Accrued Benefit must be completed by December 31 of the
calendar year in which occurs the fifth anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
7.15. Date Distribution Deemed to Begin: For purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.14(c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to begin
is the date distribution actually commences.
7.16. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an
Exhibit A
- 40 -
<Page>
Alternate Payee, as defined in Code Section 414(p), will be entitled to receive
a distribution not in excess of a Participant's vested Accrued Benefit pursuant
to any final judgment, decree or order determined by the Plan Administrator to
be a Qualified Domestic Relations Order ("QDRO") as defined in ERISA and Code
Section 414(p). Such distribution will be made only in a form of benefit
available under the Plan.
7.17. Payment to a Person Under a Legal Disability: Every person
receiving or claiming benefits under the Plan shall be conclusively presumed to
be mentally competent until the date on which the Plan Administrator receives a
written notice, in a form and manner acceptable to the Plan Administrator, that
such person is incompetent, and that a guardian, conservator or other person
legally vested with the care of the person or estate has been appointed;
provided, however, that if the Plan Administrator shall find that any person to
whom a benefit is payable under the Plan is unable to care for such person's
affairs because of incompetency, any payment due (unless a prior claim therefore
shall have been made by a duly appointed legal representative may be paid to the
spouse, a child, a parent, a brother or sister, or to any person or institution
deemed by the Plan Administrator to have incurred expense for such person
otherwise entitled to payment. Any such payment so made shall be a complete
discharge of liability thereof under the Plan. In the event a guardian or
conservator of the estate of any person receiving or claiming benefits under the
Plan shall be appointed by a court of competent jurisdiction, retirement
payments may be made to such guardian or conservator provided that proper proof
of appointment and continuing qualification is furnished in a form and manner
acceptable to the Plan Administrator. Any payment made on behalf of any such
person as provided in this Section shall be binding on such person and shall be
in full discharge of any obligation of such payment to such person.
7.18. Unclaimed Benefits Procedure: The Plan does not require either
the Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with the Employer,
shall notify any Participant or Beneficiary that he or she is entitled to a
distribution under the Plan. In the event that all consecutive checks in payment
of benefits under the Plan remain outstanding for a period of six (6) months,
payment of all such outstanding checks shall be stopped and the issuance of any
further checks shall be suspended until such time as the payee reestablishes
contact and claims benefits. In any event, if the Participant or Beneficiary
fails to claim benefits or make his or her whereabouts known in writing to the
Employer within twelve (12) months of the date of mailing of the notice, or
before the termination or discontinuance of the Plan, whichever should first
occur, the Employer shall treat the Participant's or Beneficiary's unclaimed
Accrued Benefit as a Forfeiture. If a Participant or Beneficiary who has
incurred a Forfeiture of his Accrued Benefit under the provisions of this
Section makes a claim at any time for his or her forfeited Accrued Benefit, the
Employer shall restore the Participant's or Beneficiary's forfeited Accrued
Benefit within sixty (60) days after the Plan Year in which the Participant or
Beneficiary makes the claim.
Exhibit A
- 41 -
<Page>
7.19. Direct Rollovers: This Section applies to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions: The provisions of this Article will
apply to any Participant who is credited with at least one Hour of Service with
the Employer on or after August 23, 1984 and such other Participants as provided
in this Article.
8.2. Payment of Qualified Joint and Survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, within the 90-day period ending on the Annuity Starting Date, the vested
Accrued Benefit of a married Participant will be paid in the form of a Qualified
Joint and Survivor Annuity. Any other Participant's vested Accrued Benefit will
be paid in the form of a Straight Life Annuity.
8.3. Payment of Qualified Pre-Retirement Survivor Annuity: Unless an
optional form of benefit has been selected within the election period pursuant
to a qualified election, as defined herein, if a Participant dies before the
Annuity Starting Date, the Participant's vested Accrued Benefit will be paid to
the surviving Spouse in the form of a Qualified Pre-Retirement Survivor Annuity
if the Participant has been married to the same Spouse for at least
12-consecutive months. The surviving Spouse shall receive benefits commencing on
the Earliest Retirement Date benefits could have been paid to the Participant if
he had ceased to be an Employee on the date of his death and survived to retire.
8.4. Notice Requirements For Qualified Joint And Survivor Annuity: In
the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no less than thirty (30) days and no more than ninety (90) days prior to
the Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
Exhibit A
- 42 -
<Page>
For purposes of this Section, the Annuity Starting Date will mean the
first day of the first period for which an amount is paid as an annuity, whether
by reason of retirement or disability.
8.5. Notice Requirements for Qualified Pre-Retirement Survivor
Annuity: In the case of a Qualified Pre-Retirement Survivor Annuity, the Plan
Administrator will provide each Participant within the applicable period for
such Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of the above Section
applicable to a Qualified Joint and Survivor Annuity. The applicable period for
a Participant is whichever of the following periods ends last:
(a) the period beginning with the first day of the Plan Year in
which the Participant attains age thirty-two (32) and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35);
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to
apply to the Participant;
(d) a reasonable period ending after this Article first applies
to the Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in paragraphs (b), (c) and (d) is
the end of the two (2) year period beginning one (1) year prior to the date the
applicable event occurs, and ending one (1) year after that date. In the case of
a Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice will be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation from service. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be
re-determined.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity will not be effective unless:
Exhibit A
- 43 -
<Page>
(a) the Participant's Spouse consents in writing to the election;
(b) the election designates a specific Beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
(c) the election designates a form of benefit payment which may not be
changed without spousal consent (or the Spouse expressly permits designations by
the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election; and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
If it is established to the satisfaction of the Plan Administrator that
there is no Spouse or that the Spouse cannot be located, a waiver which complies
with (b) and (c) above will be deemed a qualified election. Any consent by a
Spouse obtained under this provision (or establishment that the consent of a
Spouse can not be obtained) will be effective only with respect to such Spouse.
A consent that permits designations by the Participant without any requirement
of further consent by such Spouse must acknowledge that the Spouse has the right
to limit consent to a specific Beneficiary, and a specific form of benefit where
applicable, and that the Spouse voluntarily elects to relinquish either or both
of such rights. A revocation of a prior waiver may be made by a Participant
without the consent of the Spouse at any time before the commencement of
benefits. The number of revocations will not be limited. No consent obtained
under this provision will be valid unless the Participant has received notice as
provided in the paragraphs below.
8.7. Election Period: The period which begins on the first day of the
Plan Year in which the Participant attains age thirty-five (35) and ends on the
date of the Participant's death. If a Participant separates from service prior
to the first day of the Plan Year in which age thirty-five (35) is attained,
with respect to the Accrued Benefit as of the date of separation, the election
period shall begin on the date of separation.
8.8. Pre-age Thirty-five (35) Waiver: Not applicable.
8.9. Transitional Joint And Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a
Exhibit A
- 44 -
<Page>
predecessor plan in a Plan Year beginning on or after January 1, 1976 and if
such Participant had at least ten (10) Years of Service for vesting purposes
when the Participant separated from service.
(b) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in (a)
and (b) above) must be afforded to the appropriate Participants during the
period commencing on August 23, 1984, and ending on the date benefits would
otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to subparagraph (b)
and any Participant who does not elect under subparagraph (a) or who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Services for vesting purposes on separation from
service, will have his or her Accrued Benefit distributed in accordance with all
of the following requirements if benefits would have been payable in the form of
a life annuity:
(1) Automatic Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
(ii) dies on or after Normal Retirement Age while still
working for the Employer;
(iii) begins to receive payments under the Plan on or
after the Qualified Early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before beginning to receive such benefits, such benefits will be
paid in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period. The election
period must begin at least six (6) months before the Participant attains
Qualified Early Retirement Age and end not more than ninety (90) days before the
commencement of benefits. Any election hereunder must be in writing and may be
changed by the Participant at any time.
Exhibit A
- 45 -
<Page>
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age will be given the
opportunity to elect, during the election period, to have an early survivor
annuity payable on death. If the Participant elects the early survivor annuity,
payments under such annuity must not be less than the payments which would have
been made to the Spouse under the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her death. Any election under
this provision will be in writing and may be changed by the Participant at any
time. The election period begins on the later of:
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
(ii) the date on which participation begins, and ends on
the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of:
(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
(ii) the first day of the 120th month beginning before
the Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 414(p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which state the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the following in
order to be deemed a QDRO:
(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not
Exhibit A
- 46 -
<Page>
specify the current mailing address of the alternate payee, but the Plan
Administrator has independent knowledge of that address, the Order may still be
a valid QDRO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee, or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan
to provide;
(1) any type or form of benefit, or any option not already
provided for in the Plan;
(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions; or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not be
"Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt. The Plan Administrator
may then forward the Order to the Plan's legal counsel for an opinion as to
whether or not the Order is in fact "Qualified" as defined in Code Section
414(p). Within a reasonable time after receipt of the Order, not to exceed 60
days, the Plan's legal counsel shall make a determination as to its "Qualified"
status and the Participant and any alternate payee(s) shall be promptly notified
in writing of the determination.
(d) If the "Qualified" status of the Order is in question, there
will be a delay in any payout to any payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall segregate the
amount that would have been payable to the alternate payee(s) if the Order had
been deemed a QDRO. If the Order is not Qualified, or the status is not resolved
(for example, it has been sent back to the Court for clarification or
modification) within 18 months beginning with the date the first payment would
have to be made under the Order, the Plan Administrator shall pay the segregated
amounts plus interest to the person(s) who would have been entitled to the
benefits had there been no Order. If a
Exhibit A
- 47 -
<Page>
determination as to the Qualified status of the Order is made after the 18-month
period described above, then the Order shall only be applied on a prospective
basis. If the Order is determined to be a QDRO, the Participant and alternate
payee(s) all again be notified promptly after such determination. Once an Order
is deemed a QDRO, the Plan Administrator shall pay to the alternate payee(s) all
the amounts due under the QDRO, including segregated amounts plus interest which
may have accrued during a dispute as to the Order's qualification.
(e) The Earliest Retirement Age with regard to the Participant
against whom the Order is entered shall be the date the Participant would
otherwise first be eligible for benefits under the Plan.
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfer From Other Qualified Plans; Direct Rollovers; Transfers
or Direct Rollovers from other qualified plans are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class or to Another Division Within the
Eligible Class: Any Employee who is transferred to employment with an Affiliated
Employer and is no longer in the Eligible Class, or transferred to employment
with another division within the Eligible Class, shall receive credit for such
employment with the Affiliated Employer or other division for purposes of this
Plan as follows:
(a) Year of Accrual Service - A transferred Employee's employment
with the other division, or the Affiliated Employer while not in the Eligible
Class, shall not be recognized or credited for purposes of determining Years of
Accrual Service hereunder, or for purposes of determining Years of Accrual
Service applicable to that division, as the case may be.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Benefit Formula - A transferred Employee's benefits hereunder
shall be based on the benefit rate (i) with respect to a transfer to salaried
employment, in effect and applicable to persons terminating employment on the
date of the Employee's termination of employment on the date of the Employee's
termination of employment with the Employer, and
Exhibit A
- 48 -
<Page>
(ii) with respect to a transfer to hourly employment, in effect and applicable
to persons terminating employment on the last day such Employee was in the
Eligible Class.
(e) Compensation - A transferred Employee's Compensation with the
Affiliated Employer or other division which is recognized for purposes of
determining benefits under the defined benefit pension plan sponsored by such
Affiliated Employer or other division shall be recognized for purposes of
determining Average Monthly Compensation hereunder only if the Employee
transfers to salaried employment.
11.2. Transfer From Salaried Employment. Any Employee who transfers
from salaried employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Services - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Accrual Service hereunder, provided there shall
be no duplication of benefits under this Plan and any other plan based on the
same period of service, and no more than one year shall be credited for benefit
computation purposes under this and other plans of the Employer.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Compensation - A transferred Employee's compensation with the
Affiliated Employer which is recognized for purposes of determining benefits
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder.
11.3. Transfer From Hourly Employment. Any Employee who transfers from
hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall not be recognized or credited for
purposes of determining Years of Accrual Service hereunder.
Exhibit A
- 49 -
<Page>
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspend or terminate the Plan at any
time. However, no amendment will authorize or permit any part of the Trust Fund
(other than any part that is required to pay taxes and administration expenses)
to be used for or diverted to purposes other than for the exclusive benefit of
the Participants or their Beneficiaries or estates; no amendment will cause any
reduction in the Accrued Benefit of any Participant or cause or permit any
portion of the Trust Fund to revert to or become the property of the Employer;
except to the extent such amendment is required to qualify or maintain the
qualification of the Plan or to deduct or maintain the deductibility of
contributions made to the Plan under the applicable sections of the Code. Any
amendment will become effective as provided therein upon its execution.
For purposes of this paragraph, an amendment to the Plan which has the
effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to
any Participant prior to the amendment
will be treated as reducing the Accrued Benefit of a Participant, except that an
amendment described in clause (b) (other than an amendment having an effect
described in clause (a)) will not be treated as reducing the Accrued Benefit of
a Participant to the extent so provided in Regulations or under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
Exhibit A
- 50 -
<Page>
12.2. Termination:
(a) The Employer, acting by its Board of Directors, shall have
the right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4041 for a Standard Termination or a
Distress Termination. Upon any termination (full or partial), all amounts shall
be allocated in accordance with the provisions hereof and the Accrued Benefit,
to the extent funded as of such date, of each affected Participant shall become
fully vested and shall not thereafter be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the Trustee
and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the
Participants, in cash or in kind, in a manner consistent with the requirements
of the Plan;
(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
(4) transfer of the assets of the Plan to another qualified
plan, provided that the trust to which the assets are transferred permits the
transfer to be made and, in the opinion of legal counsel for the Employer, the
transfer will not jeopardize the tax-exempt status of the Plan or create adverse
tax consequences for the Employer. The amounts transferred will be fully vested
at all times and will not be subject to forfeiture for any reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a)(21)) of the Employer's intention
to terminate the Plan and the proposed date of termination. Such termination
notice must be provided at least sixty (60) days prior to the proposed
termination date. However, in the case of a standard termination, it shall not
be necessary to provide such notice to the Pension Benefit Guaranty Corporation
(PBGC). As soon as practicable after the termination notice is given, the Plan
Administrator shall provide a follow-up notice to the PBGC setting forth the
following:
(i) a certification of an enrolled actuary of the
projected amount of the assets of the Plan as of the proposed date of final
distribution of assets, the actuarial present value of the "benefit liabilities"
(as defined in ERISA Section 4001(a)(16))
Exhibit A
- 51 -
<Page>
under the Plan as of the proposed termination date, and confirmation that the
Plan is projected to be sufficient for such "benefit liabilities" as of the
proposed date of final distribution;
(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the follow-up notice is
sent to the PBGC, the Plan Administrator shall provide all Participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the time
the final distribution of assets occurs, the Plan is sufficient to meet all
"benefit liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the amount,
as of the proposed termination date, of the current value of the assets of the
Plan, the actuarial present value (as of such date) of the "benefit liabilities"
under the Plan, whether the Plan is sufficient for "benefit liabilities" as of
such date, the actuarial present value (as of such date) of benefits under the
Plan guaranteed under ERISA Section 4022, and whether the Plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date;
Exhibit A
- 52 -
<Page>
(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(iii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such termination is necessary to enable the
Employer to pay its debts pursuant to a plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by the
PBGC that the Plan is sufficient for "benefit liabilities" or for "guaranteed
benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044(a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase or irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation or any
other reason, such balance, if any, shall be returned to the Employer. In the
case of a "distress termination" in which the PBGC is unable to determine that
the Plan is sufficient for guaranteed benefits, the assets of the Plan shall
only be distributed in accordance with proceedings instituted by the PBGC.
Exhibit A
- 53 -
<Page>
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust Fund for
the Plan may be merged or consolidated with, or its assets and/or liabilities
may be transferred to, any other plan and trust. In the event of a merger,
consolidation or transfer, each Participant must receive a benefit immediately
after the merger, consolidation or transfer (as if the Plan had then been
terminated) which is at least equal to the benefit each Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation. Such transfer, merger or consolidation may not otherwise result
in the elimination or reduction of any benefit protected under Code Section
411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to
the contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
(b) The Trustee may, but will not be required to, commingle, hold
and invest as one Trust Fund all contributions made by Participating Employers,
as well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of employment
will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the Employer
or borne by the Trust Fund will be paid by each Participating Employer in the
same proportion
Exhibit A
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<Page>
that the total amount standing to the credit of all Participants employed by
such employer bears to the total amount standing to the credit of all
Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be deemed
to be a party of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for purposes of this Plan,
each Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adopted of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions made by
a Participating Employer, as provided for in this Plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and the Beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. On the basis of the information furnished by the Plan
Administrator, the Trustee will keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the accounts and
credits of the Employees of each Participating Employer. The Trustee may, but
need not, register contracts so as to evidence that a particular Participating
Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer will
immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer will
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed will be delivered to the Trustee. The Trustee
will thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the Employees of said
Participating Employer. In no such event will any part of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees for such Participating
Employer.
Exhibit A
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<Page>
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator at any time and in its sole discretion appoint a successor
whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administrator the Plan in accordance with the terms of
the Plan and will have full power and authority to construe and resolve all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any determination by the Plan Administrator will be
final and binding upon all persons, and unless it can be shown to be arbitrary
and capricious will not be subject to "de novo" review. The Plan Administrator
may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in any manner and to any extent as it deems
necessary to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction be
nondiscriminatory and based upon principles consistent with the intent of the
Plan to continue to be deemed a qualified plan under the terms of Code Section
401(a). The Plan Administrator will have all powers necessary or appropriate to
accomplish its duties under this Plan.
14.3. Delegation of Powers: The Plan Administrator may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties. The Plan Administrator may delegate to such assistants and
representatives any powers and duties, both ministerial and discretionary, as
its deems expedient or appropriate.
14.4. Trust Agreement:
(a) The Employer shall execute a Trust Agreement with a Trustee
or Trustees chosen by the Employer to hold and manage the assets of the Trust
Fund and receive, hold and disburse contributions, interest and other income for
the purpose of paying the pensions under the Plan and the expenses incident to
the operation and maintenance of the Plan. From time to time, one or more
investment managers may be appointed by the Employer to manage assets of the
Trust Fund, which investment managers shall be solely
Exhibit A
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<Page>
responsible for investing, reinvesting and managing the assets of the Trust
Fund. A Trustee may also be an investment manager and in the absence of any
separate agreement with an investment manager, the Trustee shall be the
investment manager.
Each Trustee and investment manager so appointed shall acknowledge
that it is a fiduciary within the meaning of ERISA, and shall be either (i) an
investment advisor registered under the Investment Advisors Act of 1940, (ii) a
bank as defined in the Investment Advisors Act of 1940, or (iii) an insurance
company qualified to manager, acquire or dispose of assets under the laws of
more than one state.
(b) The Employer shall determine the form and terms of any Trust
Agreement or investment management agreement, which may authorize the inclusion
of obligations and stock of the Employer and its subsidiaries and affiliates
among the investments of the Trust Fund (subject to the provisions of any
applicable law), and which may authorize the pooling of the Trust Fund for
investment purposes with other Internal Revenue Service qualified pension funds
of the Employer and its subsidiaries and affiliates. The Employer may modify
such Trust Agreement or investment management agreement from time to time, or
terminate them pursuant to the terms thereof. In case of a conflict between the
Plan and the Trust Agreement, the provisions of the Trust Agreement shall be
deemed controlling.
14.5. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan.
14.6. Records and Reports: The Plan Administrator will keep a record
of all actions taken. In addition, it will keep all other books, records, and
other data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.7. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.8. Majority Actions: Except where there has been an allocation and
delegation of administrative authority or where specifically expressed herein to
the contrary, if there shall be more than one Plan Administrator, they shall act
by a majority of their number, but may authorize one or more of them to sign any
documents on their behalf.
Exhibit A
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<Page>
14.9. Expenses: All expenses and costs of administering the Plan may
be paid out of the Trust Fund unless actually paid by the Employer. Expenses
will include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust Fund as a reimbursement
will not be considered an Employer contribution.
14.10. Discretionary Acts: Any discretionary actions of the Plan
Administrator with respect to the administration of the Plan shall be made in a
manner which does not discriminate in favor of stockholders, officers and Highly
Compensated Employees.
14.11. Responsibility of Fiduciaries: The Plan Administrator and
members of the Administrative Committee, and their assistants and
representatives shall be free from all liability for their acts and conduct in
the administration of the Plan except for acts of willful misconduct; provided,
however, that the foregoing shall not relieve any of them from any liability for
any responsibility, obligation or duty they may have pursuant to ERISA or the
Code.
14.12. Indemnity by Employer: In the event of and to the extent not
insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer shall indemnify and hold harmless, to
the extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and representatives from any and all claims, demands, suits or
proceedings which may in connection with the Plan or Trust Agreement be brought
by the Employer's Employees, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.13. Claims Procedure: Claims for benefits under the Plan may be
filed with the Plan Administrator. Written notice of the disposition of a claim
will be furnished to the claimant within ninety (90) days after the application
is filed. In addition, in the event the claim is denied, the Plan Administrator
shall:
(a) state the specific reason or reasons for the denial,
(b) provide specific reference to pertinent Plan provisions on
which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant or his representative to perfect the
claim and an explanation of why such material or information is necessary, and
Exhibit A
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<Page>
(d) explain the Plan's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Plan
Administrator will be entitled to request the Plan Administrator to give further
consideration to the claim by filing with the Plan Administrator a request for a
hearing. The request, together with a written statement of the reasons why the
claimant believes the claim should be allowed, must be filed with the Plan
Administrator within (60) days after the claimant receives written notification
from the Plan Administrator regarding the denial of the claimant's claim. The
Plan Administrator will conduct a hearing within the next sixty (60) days, at
which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Plan Administrator) the claimant or his or her representative will
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance.
Either the claimant or the Plan Administrator may cause a court reporter to
attend the hearing and record the proceedings, in which event a complete written
transcript of the proceedings will be furnished to both parties by the court
reporter. The full expense of the court reporter and transcripts will be borne
by the party causing the court reporter to attend the hearing. A final decision
as to the allowance of the claim will be made by the Plan Administrator within
sixty (60) days of the hearing (unless there has been an extension of time due
to special circumstances, provided the delay and the special circumstances
occasioning it are communicated to the claimant within the sixty (60) day
period). The final decision will be written and will include specific reasons
for the decision and specific references to the pertinent Plan provisions on
which the decision is based.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is not preceding Plan Year, than by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Plan Administrator, be paid from the Trust Fund or by the Employer.
Exhibit A
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<Page>
15.2. Action by the Employer: Whenever the Employer under the terms of
the Plan is permitted or required to do or perform any act or matter or thing,
it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract or employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the
service of the Employer,
(b) to interfere with the right of the Employer to discharge any
Participant at any time,
(c) to give the Employer the right to require any Employee to
remain in its employ, or
(d) to affect any Employee's right to terminate employment at any
time.
15.4. Alienation: Subject to the exceptions provided below, no benefit
payable out of the Trust Fund to any person (including a Participant or the
Participant's Beneficiary) is to 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, or
charge will be void. Further, no such benefit shall in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
such person, nor shall it be subject to attachment or legal process for or
against such person.
This provision will not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of the
Plan.
This provision will not apply to the extent of a "Qualified Domestic
Relations Order" defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Plan Administrator under the
provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This plan will be construed and enforced
according to ERISA and the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan, and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and
Exhibit A
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<Page>
the corresponding provisions of any subsequent laws, and the provisions of the
Plan shall be construed to effectuate such intention.
15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding is
brought regarding the Plan or Trust for the Plan established hereunder to which
the Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they will
be entitled to reimbursement from the Trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have become liable.
15.9 Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10 Prohibition Against Diversion of Funds: Except as provided below
and otherwise specifically permitted herein or by law, it shall be impossible by
operation of the Plan by power of revocation or amendment, by the happening of
any contingency, by collateral arrangement or by any other means, for any part
of the corpus or income of any fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than the
exclusive benefit of former or current Participants, retired Participants, or
their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the funds
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contributions will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination from
the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one-year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
Exhibit A
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<Page>
(c) Notwithstanding any provisions of the Plan to the contrary,
all contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee must return the contribution within one year following the
disallowance. Earnings of the Plan attributable to the contribution for which
such deduction is disallowed may not be returned to the Employer, but any losses
attributable thereto must reduce the amount so returned.
15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make payments provided by any contract, or for the action of any
person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective Clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant,
a Participant's legal representative or Beneficiary, or to any guardian
appointed for the Participant or Beneficiary will, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will have the
following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to Section 4.1 hereof accrued as of any date.
Exhibit A
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Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan."
16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under the Article herein entitled "Plan Benefits" accomplished by
applying the actuarial assumptions set forth in Schedule A attached hereto and
made part hereof.
16.3. Administrative Committee: The person or persons or entity
appointed by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).
16.5. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of
the following, which are required to be aggregated:
(1) all the plans of the Employer in which a Key Employee is
a Participant during the Plan Year containing the Determination Date or any of
the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all
plans in the Required Aggregation Group in which the Determination Dates fall
within the same calendar year will be considered Top-Heavy Plans. If the
Required Aggregation is not a Top-Heavy Group, no plan in the Required
Aggregation Group will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of plans consisting
of the following:
(1) the Required Aggregation Group; and
Exhibit A
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<Page>
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Permissive Aggregation Group is not a Top-Heavy Group,
then no plan in the Permissive Aggregation Group will be considered a Top-Heavy
Plan.
(c) Any terminated plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under the terms of
the Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefit under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity.
16.8. Annuity: A single premium annuity contract or an annuity under a
group annuity contract purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.9. Annuity Starting Date: The first day of the first period for
which an amount is paid as an annuity or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have occurred that
entitles the Participant to such benefit. In the case of a deferred annuity, the
Annuity Starting Date shall be the date on which the annuity payments are
scheduled to commence.
16.10. Average Monthly Compensation:
(a) Spectra Strip Employees. The monthly Compensation of a
Participant averaged over the sixty (60) consecutive calendar months for which
such Participant's Compensation was highest within the last one hundred twenty
(120) calendar months of his or her employment immediately preceding his or her
retirement date or date of termination of employment, or the monthly
Compensation of a Participant averaged over his or her entire employment, if
less than sixty (60) months. Such average shall be computed by dividing the
total of the Participant's Compensation for such sixty (60) calendar month
period (or less) by the number of months in that period for which such Employee
received Compensation.
Exhibit A
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<Page>
(b) Employees other than Spectra Strip Employees. The monthly
Compensation of a Participant averaged over the five (5) consecutive calendar
years, or total consecutive calendar years if less than five (5), for which such
Participant's Compensation was highest within the last ten (10) calendar years
of his or her employment immediately preceding his or her retirement date or
date of termination of employment.
16.11. Beneficiary:
(a) The last person or persons designated by the Participant to
receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) Subject to the terms of any life insurance policy, any
designated Beneficiary may be changed from time to time. To change a Beneficiary
in a policy the Participant must inform the Plan Administrator and the Trustee
in writing. The Trustee must take immediate steps to complete the change with
the insurer but will not be liable for any delay in making the change, unless
caused by its gross negligence. No change of Beneficiary will be binding upon
the insurer until forms properly executed by the Trustee have been filed with
and acknowledged by the insurer at its home office.
(c) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(d) No spousal consent to a Beneficiary designation is required
if
(1) The Participant's Spouse has waived the right to be the
Participant's Beneficiary and such waiver is in accordance with the last
sentence of paragraph (c) above;
(2) it is established to the satisfaction of the Plan
Administrator that
(i) the Participant has no Spouse, or
(ii) the Participant's Spouse cannot be located;
Exhibit A
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<Page>
(3) no spousal consent is required in accordance with
applicable Treasury or Department of Labor Requirements.
In such event, the designation of a Beneficiary shall be made on a
form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participant's Spouse must again consent in writing to any change in
Beneficiary unless the original consent acknowledged that the Spouse had the
right to limit consent only to a specific Beneficiary and that the Spouse
voluntarily elected to relinquish such right. In the event no valid designation
of Beneficiary exists at the time of the Participant's death, the death benefit
shall be payable to the Participant's estate.
16.12. Break in Service: A Period of Severance of at least twelve (12)
consecutive months.
In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence will not constitute a Break in
Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence:
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
If the Employer is a member of an affiliated service group (under Code
Section 414(m)), a controlled group of corporations (under Code Section 414(b)),
a group of trades or businesses under common control (under Code Section 414(c))
or any other entity required to be aggregated with the Employer pursuant to Code
Section 414(o) and the regulations thereunder, service will be credited for any
employment for any period of time for any other member of such group. Service
will also be credited for any individual required under Code Section 414(n) or
414(o) and the Regulations thereunder to be considered an Employee of any
employer aggregated under Code Section 414(b), (c) or (m).
16.13. Code: The Internal Revenue Code of 1986, including any
amendments thereto.
Exhibit A
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<Page>
16.14. Compensation: A Participant's wages and salaries received
during the calendar year for personal services rendered to the Employer as an
Employee in the Eligible Class, including:
(a) Bereavement Pay
(b) Extra Work Week Compensation
(c) Holiday Pay
(d) Incentive Compensation for Marketing/Performance
Bonuses for Salesman
(e) Jury Duty Pay
(f) Manager's Commissions/Overrides
(g) Military Duty pay
(h) On Call Assignment Pay
(i) Overtime
(j) Personal Pay
(k) Salary Continuation for Disability (Non-insured)
(l) Sales Personnel Commissions
(m) Sea Duty Pay
(n) Severance Pay
(o) Shift Premium Pay
(p) Sick Pay
(q) Stand-By Pay
(r) Vacation Pay
and excluding
(a) Bonuses paid by the Employer to/for -
(i) executive incentive plans
(ii) special, stay or other incentives
(b) Car lease Allowances
(c) Contributions made by the Employer to -
(i) any other deferred compensation plans,
(ii) any welfare benefit plan
(iii) any other pension plan
(d) Corporate Technical Contribution Recognition Awards
(e) Educational Assistance Reimbursement
(f) Executive Club Dues (Recreational)
(g) Executive Financial Counseling
(h) Foreign expenses paid for by the Employer for -
(i) Tuition expenses for dependent
(ii) Living Cost Allowance
(iii) Field Service Premium (FSP)
(iv) Housing Allowance
(i) Group Term life Insurance in Excess of $50,000
Exhibit A
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<Page>
(j) Relocation expenses paid for by the Employer
(k) Stock Options
(l) Other Compensation Not Specifically Included Above.
Compensation shall also include any amount which is contributed by the
Employer pursuant to a salary reduction agreement under Code Section 401(k),
Section 402(e)(3) and Section 402(h), a simplified employee pension plan under
Code Section 408(k), a cafeteria plan under Code Section 125 or a tax-deferred
annuity under Code Section 403(b).
For years beginning after December 31, 1988, the Compensation of each
Participant which may be taken into account for determining all benefits
provided under the Plan for any Plan Year will not exceed $200,000, as adjusted
under Code Section 415(d) of the Code, except that the dollar increase in effect
on January 1 of any calendar year is effective for years beginning in such
calendar year and the first adjustment to the $200,000 limitation is effected on
January 1, 1990.
Notwithstanding the foregoing, for Plan Years beginning after December
31, 1993, the Compensation of each Participant which may be taken into account
under the Plan will not exceed $150,000, except as adjusted as follows. For any
Plan Year beginning after December 31, 1994, such $150,000 annual compensation
limit shall be adjusted as provided under Code Section 415(d), except that such
adjustments shall only be made in increments of $10,000, rounded down to the
next lowest multiple of $10,000. Notwithstanding the foregoing, if the Plan is
maintained pursuant to one or more collective bargaining agreements ratified
before August 10, 1993, the above provision limiting Compensation to $150,000
shall not apply to contributions made or benefits accrued pursuant to such
collective bargaining agreements for Plan Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such collective bargaining
agreements terminates, without regard to any extension,
amendment, or modification made on or after August 10, 1993.
If the period for determining compensation used in calculating an
Employee's allocation for a determination period is a short plan year (i.e.
shorter than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year, and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of section 414(q)(6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted, applicable annual compensation limit
is exceeded, then (except for purposes of determining the
Exhibit A
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<Page>
portion of compensation up to the integration level if this plan provides for
permitted disparity), the limitation shall be prorated among the affected
individuals in proportion to each such individual's compensation as determined
under this Section prior to the application of this limitation or, the
limitation shall be adjusted in accordance with any other method permitted by
Regulation.
If compensation for any prior determination period is taken into
account in determining an Employee's benefit for the current determination
period, the compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual compensation limit is
$200,000.
For purposes of applying the limitations of Code Section 415, "Code
Section 415 Compensation" will include the Participant's wages, salaries, fees
for professional service and other amounts for personal services actually
rendered in the course of employment with an Employer maintaining the Plan
(including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses and, in the case of a Participant who is an Employee
within the meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Participant's Earned Income (as described in Code Section 401(c)(2) and the
Regulations thereunder)) paid during the Limitation Year. "415 Compensation"
will exclude:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(b) Amount realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludible from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415, "415
Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
Exhibit A
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<Page>
16.15. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
16.16. Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the
last day of that Plan Year.
16.17. Direct Rollover: A direct rollover is a payment by the Plan to
an Eligible Retirement Plan specified by the Distributee.
16.18. Disability: A bodily injury, disease or mental condition which
prevents the individual from engaging in any employment or occupation for wage
or profit on a continued and permanent basis for the remainder of the
individual's life, for which such individual is eligible for and receiving a
disability benefit under Title II of the Federal Social Security Act. The
permanence and degree of such incapacity will be supported by medical evidence.
No Participant shall be deemed to have incurred a Disability, if disability
results from engaging in a criminal act, a self-inflicted injury, service in the
armed forces of any county, or war, insurrection or rebellion.
16.19. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of the Spouse or former
Spouse.
16.20. Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
16.21. Early Retirement Age: The age on which a Participant shall have
(a) attained age fifty-five (55), and
(b) completed
(i) ten (10) Years of Eligibility Service, with respect to
Employees other than Spectra Strip Employees, or
(ii) five (5) Years of Eligibility Service, with respect to
Spectra Strip Employees.
16.22. Early Retirement Date: The first day of the month next
following a Participant's attainment of Early Retirement Age on which the
Participant elects to begin receiving his retirement benefits hereunder.
Exhibit A
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<Page>
16.23. Eligible Class: Employment as a salaried Employee at a
participating division or location of Amphenol Corporation or a Participating
Employer who receives a regular stated compensation other than a retirement
payment, retainer or fee, excluding however:
(a) Any person currently accruing credits under any other defined
benefit pension plan to which the Employer or any Affiliated Employer is
contributing;
(b) Any employee whose conditions of employment are determined by
collective bargaining, unless such employment shall be included in the Plan by
the express terms of a collective bargaining agreement;
(c) Any person whose employment is not for at least 1,000 Hours
of Service during any Plan Year;
(d) Any Employee of a Foreign Subsidiary if such Employee is not
a citizen of the United States;
(e) Any Employee of a Foreign Subsidiary if contributions under a
funded plan of deferred compensation are provided by any person or corporation,
other than the Employer, with respect to the remuneration paid to such Employee
by such Foreign Subsidiary;
(f) Any Employee of a Foreign Subsidiary if such Employee was not
transferred by the Employer to employment with the Foreign Subsidiary directly
from employment with the Employer; and
(g) Any Employee of Sine Systems*Pyle Connectors Corporation.
16.24. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is only an individual retirement account or individual
retirement annuity.
16.25. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the
Exhibit A
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<Page>
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities).
16.26. Employee: Any person in the employ of the Employer or of any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, excluding any person who is an independent
contractor.
The term Employee will also include any Leased Employee deemed to be
an Employee of any employer described in the previous paragraph as provided in
Sections 414(n) or (o) of the Code.
16.27. Employer: Amphenol Corporation, any successor which will
maintain this Plan and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the State of Connecticut.
16.28. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.29. ERISA: The Employee Retirement Income Act of 1974, as it may
from time to time be amended or supplemented.
16.30. Family Member: The Employee's spouse, any of the Employee's
lineal descendents and ascendants and the spouses of the Employee's lineal
descendents and ascendants, all as described in Code Section 414(q)(6)(B).
16.31. Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.32. Foreign Subsidiary: Any corporation organized or created
otherwise than in or under the laws of the United States or any State therein or
territory thereof if:
(a) twenty percent (20%) or more of such foreign corporation's
voting stock is owned by the Employer; or
(b) fifty percent (50%) or more of such foreign corporation's
voting stock is owned by a foreign corporation described in subparagraph (a)
immediately above;
provided, in either case, that an agreement which remains in effect has been
entered into by the Employer to have the insurance system established under
Title II of the Social Security Act, as amended, extended to cover all United
States citizens who are employed by such foreign corporation; and it is not an
Affiliated Employer.
16.33. Forfeiture: That portion of a Participant's Accrued Benefit
that is not vested, and occurs on the earlier of:
Exhibit A
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<Page>
(a) the distribution of the entire vested portion of a
Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.34. Highly Compensated Employee: An Employee who, on the snapshot
day:
(a) is a five percent (5%) owner (as defined in the definition of
"Key Employee");
(b) received Compensation from the Employer in excess of the
amount set forth in the Code Section 414(q)(1)(B) (as adjusted pursuant to
Section 415 (d) of the Code);
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day that
are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
Exhibit A
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<Page>
(ii) has Compensation for the Plan Year greater than or
equal to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q) - IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.35. Highly Compensated Participant: A Highly Compensated Employee
who has satisfied the eligibility requirements and is participating in the Plan.
16.36. Hour of Service:
(1) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed.
(2) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, during the
applicable computation period. These hours include the normally scheduled work
hours for the Employee during the first six (6) months of disability or while
the Employee is receiving any short-term or long-term disability benefits under
any insured or non-insured disability plan to which the Employer contributes.
Notwithstanding the above,
(a) no more than 501 Hours of Service shall be credited to an
Employee an account of any single continuous period during which the Employee
performs no duties (whether or not such period occurs in a single computation
period);
(b) an hour for which an Employee is directly or indirectly
paid, or entitled to payment, on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with an applicable
worker's compensation, or unemployment compensation or disability insurance
laws; and
Exhibit A
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<Page>
(c) Hours of Service shall not be credited for a payment
which solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.
For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.
(3) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited both under paragraph (1) or paragraph (2), as the
case may be, and under this paragraph (3). These hours will be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made.
(4) Each hour of the normally scheduled work hours for each week
during any period the Employee is on any leave of absence from work with the
Employer for military service with the armed forces of the United States, but
not to exceed the period required under the law pertaining to veteran's
reemployment rights; provided, however, if the Employee fails to report to work
at the end of such leave during which the Employee has reemployment rights, the
Employee shall not receive credit for hours on such leave.
(5) The number of normally scheduled work hours for each day of
authorized leave of absence, granted by the Employer for which the Employee is
not compensated.
Hours of Service will be credited for employment with other members of
an affiliated service group (under Code Section 414(m)), a controlled group of
corporations (under Code Section 414(b)), or a group of trades or businesses
under common control (under code Section 414(c)) of which the adopting Employer
is a member, and any other entity required to be aggregated with the Employer
pursuant to Code Section 414(o) and the Regulations thereunder.
Hours of Service will also be credited for any individual considered
an Employee for purposes of this Plan under Code Section 414(n) or Code Section
414(o) and the Regulations thereunder.
The provisions of Department of Labor Regulations 2530.200b-2(b) and
(c) are incorporated herein by reference.
Exhibit A
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<Page>
Solely to determine whether a one Year Break in Service has occurred
for eligibility or vesting purposes for an Employee who is absent on maternity
or paternity leave, a Break in Service will not be deemed to occur until the
second anniversary of the first day of the maternity or paternity leave. The
period between the first and second anniversaries of the maternity or paternity
leave neither counts as a Break in Service nor as a Year of Service.
Service will be determined on the basis of actual hours for which an
Employee is paid or entitled to payment. When no time records are available, the
Employee shall be given credit for Hours of Service based on the number of
normally scheduled work hours for each week the Employee is on the Employer's
payroll (which shall not be less than 40 hours per week for exempt salaried
Employees), as determined in accordance with reasonable standards and policies
from time to time adopted by the Plan Administrator pursuant to Department of
Labor Regulations Section 2530.200b-2(b) and (c).
16.37. Inactive Participant: A former active Participant who has an
Accrued Benefit.
16.38. Key Employee: An Employee who, at any time during the Plan Year
or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Code for any Plan Year;
(b) one of the ten (10) Employees having Compensation from the
Employer of more than the limitation in effect under Section 415(c)(1)(A) of the
Code and owning (or considered as owning within the meaning of Code Section 318)
the largest interests in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent (5%)
owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer, or in the case of an unincorporated
business, any person who owns more than five percent (5%) of the capital or
profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having Compensation
from the Employer of more than $150,000. "One percent (1%) owner" means any
person who owns (or is considered as owning within the meaning of Code Section
318) more than one percent (1%) of the outstanding stock of the Employer or
stock possessing more than one percent (1%) of the total combined voting power
of all Stock of the Employer, or in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest in
the Employer.
Exhibit A
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<Page>
For purposes of paragraph (a), no more than the lesser of (i) fifty
Employees, or (ii) the greater of ten percent (10%) of the Employees or three
Employees will be treated as officers. For purposes of paragraph (b), if two
Employees have the same interest in the Employer, the Employee having greater
Compensation from the Employer will be treated as having a larger interest. Such
term will not include any officer or Employee of an entity referred to in
Section 414(d) of the Code (relating to governmental plans). For purposes of
determining the number of officers taken into account under paragraph (a),
Employees described in Section 414(q)(8) of the Code will be excluded.
16.39. Late Retirement Date: The first day of the month coinciding
with or next following the date the Participant retires after attaining his or
her Normal Retirement Age.
16.40. Leased Employee: Any person (other than an Employee of the
Employer) who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed for the Employer (or for the Employer and
related persons determined in accordance with Section 414(n)(6) of the Code)
services of a type historically performed by employees in the business field of
the Employer on a substantially full-time basis for a period of at least one
year. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the Employer will
be treated as provided by the Employer.
A Leased Employee will not be considered an Employee of the Employer
if:
(a) such Leased Employee is covered by a money purchase pension
plan providing:
(1) a nonintegrated employer contribution rate of at least
ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code.
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's Non-Highly Compensated Employees.
16.41. Limitation Year: The Plan Year.
16.42. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
Exhibit A
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16.43. Non-Key Employee: Any Employee who is not a Key Employee.
16.44. Normal Form of Benefit: A Straight Life Annuity.
16.45. Normal Retirement Age: Age Sixty-five (65).
16.46. Normal Retirement Date: The first day of the month coinciding
with or next following the date a Participant attains Normal Retirement Age.
16.47. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.48. Participating Employer: Any corporation or entity, other than
the Employer, whether an affiliate or subsidiary of the Employer or not, who,
with the consent of the Employer and the Trustee, adopts the Plan and all of the
provisions hereof by a properly executed document evidencing said intent of such
Participating Employer.
16.49. Period of Military Duty: The period of time from the date the
Employee was first absent from active work for the Employer because of duty in
the armed forces of the United States to the date the Employee was re-employed
by the Employer at a time when the Employee had a right to re-employment in
accordance with seniority rights as protected under Section 2021 through 2026 of
Title 38 of the U.S. Code.
16.50. Period of Service: The aggregate of all time period(s)
commencing with the Employee's Employment Commencement Date and ending on the
date a Break in Service begins.
16.51. Period of Severance: A continuous period of time of at least
twelve (12) months during which the Employee is not employed by the Employer.
Such period begins on the date the Employee retires, quits or is discharged, or
if earlier, the twelve (12) month anniversary of the date on which the Employee
was otherwise first absent from service.
16.52. Plan: The Employer's qualified retirement plan as set forth in
this document, and as hereafter amended, known as the Salaried Employees Pension
Plan of Amphenol Corporation.
Effective February 12, 1975, the Eltra Corporation Pension Plan for
Salaried Employees was formed by the merger of the seven pension plans then
sponsored by the Eltra Corporation. Effective December 31, 1979, this plan was
amended to provide benefits to Spectra Strip employees. Effective January 1,
1982, this plan was renamed the Bunker Ramo/Eltra Corporation Pension Plan for
Salaried Employees - former Eltra Salaried Plan (the "Eltra Plan").
Exhibit A
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Effective January 1, 1976, the Bunker Ramo Profit Sharing Retirement
Plan (the "Profit Sharing Plan") was integrated and merged with the Bunker Ramo
Corporation Pension Plan, which was subsequently renamed the Bunker Ramo/Eltra
Corporation Pension Plan for Salaried Employees (the "Bunker Plan").
Effective December 9, 1985, all assets and liabilities of the Bunker
Plan, except for those related to active employees, were spunoff into the Bunker
Ramo/Eltra Corporation Retirement Plan ("B/E Retirement Plan").
Effective December 30, 1985, all assets and liabilities of the Eltra
Plan, except for those related to active and former employees of the
Mergenthaler and Spectra Strip divisions, were spunoff into five additional
plans, one of which was the NARCO Retirement Plan ("NARCO Plan").
Effective June 17, 1986, the Eltra Plan was merged with the Bunker
Plan, with each plan's benefit structure preserved. Effective August 1, 1986,
the merged plan was renamed the Allied Corporation Pension Plan for Salaried
Employees (the "Allied Plan").
Prior to December 31, 1986, all liabilities and assets of the Bunker
Ramo/Eltra Corporation Pension Plan for Hourly Rated Mergenthaler Employees
Represented by Local 365 UAW (the "Mergenthaler Plan") were merged into the
Allied Plan, with benefits for active participants equal to those under the
Eltra Plan.
Prior to December 31, 1986, all liabilities and certain assets of the
NARCO Plan and the B/E Retirement Plan were merged into the Allied Plan.
Effective 1/1/87, assets and liabilities related to active, terminated
and retired employees of the Amphenol Corporation were spun off to the Salaried
Employees' Pension Plan of the Amphenol Corporation.
Effective 1/1/87, assets and liabilities related to active, terminated
and retired employees of the Linotype Company were spun off to the Linotype
Company Pension Plan.
This Plan is the Salaried Employees' Pension Plan of the Amphenol
Corporation.
The rights and obligations of any employee who terminated service by
retirement or otherwise prior to January 1, 1987 shall be governed by the
provisions of the appropriate predecessor to this Plan, as in effect on the date
of the employee's retirement or termination of employment.
16.53. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan
Exhibit A
- 79 -
<Page>
Administrator shall be a named "fiduciary", as referred to in Section 402(a) of
ERISA, with respect to the management, operation and administration of the Plan.
16.54. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year and ending the following December 31.
16.55. Predecessor Employer: A firm absorbed by the Employer by change
of name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
16.56. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial assumptions set forth in Schedule A hereto.
16.57. Primary Social Security Retirement Benefit: A Participant's
Primary Social Security Retirement Benefit is the estimated Primary Insurance
Amount to which the Participant is entitled at his Normal Retirement Date or
Late Retirement Date, if later. If a Participant's Normal Retirement Date or
Late Retirement Date precedes his Social Security Retirement Age, his Primary
Insurance Amount will be decreased by the applicable reduction factor provided
under Title II of the federal Social Security Act for the period between Normal
Retirement Date or Late Retirement Date and his Social Security Retirement Age.
If a Participant retires after his Social Security Retirement Age, his Primary
Insurance Amount will be increased by the applicable delayed retirement credit
provided under Title II of the federal Social Security Act for the period
between his Social Security Retirement Age and his actual retirement date or age
seventy (70), whichever is earlier. The failure of the Participant to receive
such amount or any portion thereof for whatever reason shall be disregarded.
When determining the Participant's Primary Insurance Amount, it will be assumed
that the Participant received Compensation for all prior years by applying a
retrospective salary scale to the Participant's Compensation which he received
during the plan year preceding his last day of employment. This retrospective
salary scale will be based on the actual past changes in the national average
wages from year to year as determined by the Social Security Administration. The
application of this retrospective salary scale to the Participant's Compensation
which he received during the plan year preceding his last day of employment will
produce an estimate of Compensation from the Participant's last day of
employment backwards to the calendar year of the Participant's eighteenth
birthday. If a Participant's last date of employment occurs before his 65th
birthday, his Compensation which he received during the plan year preceding his
last day of employment will be assumed to continue from his last day of
employment to his 65th birthday for purposes of determining his Primary
Insurance Amount. However, if the Participant provides the Employer with
satisfactory evidence of the Participant's actual past compensation for such
prior years and if such past compensation is treated as wages under the Social
Security Act, the Plan must use such actual past compensation. The Plan must
provide written notice to each Participant of the Participant's right to supply
actual compensation history and of the financial consequences of failing to
supply such history. The notice must be given each time the summary plan
Exhibit A
- 80 -
<Page>
description is provided to the Participant and must also be given upon the
Participant's separation from service. The notice must also state that the
Participant can obtain the actual compensation history from the Social Security
Administration.
16.58. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Accrued
Benefit and which meets the requirements of Code Section 414(p).
16.59. Qualified Joint and Survivor Annuity: An annuity for the life
of the Participant with a survivor annuity for the life of the Participant's
Spouse equal to fifty percent (50%) of the amount of the annuity payable during
the joint lives of the Participant and the Participant's Spouse, and which is
the Actuarial Equivalent of the Normal Form of Benefit.
16.60. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired as of the Earliest Retirement Age with an immediate
Qualified Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.61. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following a Break in
Service or Period of Severance.
16.62. Re-entry Date: The date an Inactive Participant re-enters the
Plan.
16.63. Regulation: Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
16.64. Retirement: Termination of employment while in the Eligible
Class:
(a) after the Participant attains Normal Retirement Age,
(b) after the Participant attains Early Retirement Age, or
Exhibit A
- 81 -
<Page>
(c) due to Disability.
16.65. Social Security Retirement Age: The age used as the retirement
age under Section 216(1) of the Social Security Act, except that such Section
shall be applied without regard to the age increase factor and as if the early
retirement age under Section 216(1)(2) of such Act were sixty-two (62).
16.66. Spouse: The legal husband or wife or surviving husband or wife
of the Participant who is married to, and not legally separated or divorced from
the Participant, and who has been so married for a period of not less than
twelve (12) months as of the annuity commencement date or date of death of the
Participant, provided that a person who was formerly legally married to a
Participant will be treated as the Spouse or surviving Spouse and a person who
is currently legally married to a Participant will not be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.
16.67. Straight Life Annuity: An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant's death.
16.68. Super Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, "90%" were substituted for "60%" where it appears in
the definition of "Top-Heavy Plan".
16.69. Top-Heavy Group: Any Aggregation Group for which the sum as of
the Determination Date of
(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under
all defined contribution plans in the Aggregation Group, exceeds sixty percent
(60%) of the similar sum determined for all Employees.
16.70. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under this Plan and any
other defined benefit plan of the Employer which is included with this Plan in
an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
Exhibit A
- 82 -
<Page>
To the extent required by Code Section 416(g)(3), distributions
from such plans during the five-year period ending on the Determination Date
will be added to said Accrued Benefits and said aggregate of present values of
the cumulative accrued benefits (both for Key Employees and all Key Employees
and Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g)(4)(A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefits and
accounts of an Employee who was a Key Employee but who will have ceased to be a
Key Employee will not be taken into account for purposes of determining whether
the Plan is a Top-Heavy Plan.
To the extent required by Code Section 416(g)(4)(E), if an
Employee has not performed services for the Employer at any time during the five
(5) year period ending on the Determination Date, any Accrued Benefits and
present value of cumulative accrued benefits for such Employee will not be taken
into account in determining whether the Plan is a Top-Heavy Plan.
16.71. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the Determination Date(s), all determined in accordance
with Section 416 of the Code and the Regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the Top-Heavy Ratio are increased for any distribution of an accrued benefit
made in the 5-year period ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the
Exhibit A
- 83 -
<Page>
extent to which distributions, rollovers, and transfers are taken into account
will be made in accordance with Section 416 of the Code and the Regulations
thereunder. Deductible Employee contributions will not be taken into account for
purposes of computing the Top-Heavy Ratio. When aggregating plans the value of
account balances and accrued benefits will be calculated with reference to the
Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee shall
be determined under (a) the method, if any, that uniformly applied for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C)
of the Code.
16.72. Top-Paid Group: The group consisting of the top twenty percent
(20%) of Employees when ranked on the basis of Compensation paid during such
year. For purposes of determining the number of Employees in the group (but not
for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of service
with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (17-1/2) hours per week.
(c) Employees who normally do not work for the Employer more than
six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who are
covered by an agreement between Employee representatives and the Employer, where
retirement benefits were the subject of good faith bargaining, provided that
ninety percent (90%) or more of the Employer's Employees are covered by the
agreement.
(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
16.73. Trust Agreement: The instrument executed by the Employer and
the Trustee fixing the rights and liabilities of each with respect to holding
and administering Plan assets for the purposes of the Plan.
16.74. Trust Fund: The assets of the Plan as held and administered by
the Trustee.
Exhibit A
- 84 -
<Page>
16.75. Trustee: The trustees named in the Trust Agreement and their
successors.
16.76. Valuation Date: The Anniversary Date of the Plan or such other
date as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
16.77. Year of Accrual Service:
(a) The total of an Employee's Years of Service while in the
Eligible Class, and with respect to Spectra Strip Employees, determination from
the later of January 1, 1980, or the Employee's Employment Commencement Date,
expressed as whole years and fractional parts of a year (calculated to the
nearest month), to two decimal places. Such Years of Accrual Service shall
exclude all periods for which the Employee does not receive compensation from
the Employer, except as provided in paragraph (b) below.
(b) Accrual Service is modified as follows:
(1) Leave of Absence. An approved leave of absence which has
been granted to the Employee other than for Military Duty, including family
illness, personal health or layoff.
(2) Military Duty. A period of Military Duty shall be
included as service with the Employer to the extent it has not already been
credited, provided the Employee is entitled by the Vietnam Veterans'
Readjustment Assistance Act of 1974 to reemployment rights upon release from
service and returns to employment with the Employer within the period provided
by such law. If such Employee does not return to employment with the Employer
within the period provided by such law, such Employee shall be deemed to have
terminated employment on the date such Employee left the employment of the
Employer for service in the armed forces of the United States. For purposes of
crediting Hours of Service during the Period of Military Duty, an Hour of
Service shall be credited (without regard to the 501 Hour of Service limitation)
for each hour an Employee would normally have been scheduled to work for the
Employer during such period.
(3) Rule of Parity. In the case of an Employee who does not
have any nonforfeitable right to any Accrued Benefit derived from Employer
contributions, Years of Accrual Service before a period of consecutive Breaks in
Service will not be taken into account in computing Years of Accrual Service if
the number of consecutive Breaks in Service in such period equals or exceeds the
greater of five (5) or the aggregate number of Years of Accrual Service. Such
aggregate number of Years of Accrual Service will not include any Years of
Accrual Service disregarded under the preceding sentence by reason of prior
Breaks in Service.
Exhibit A
- 85 -
<Page>
16.78 Year of Eligibility Service: A twelve (12) consecutive month
period (computation period) during which the Employee completes at least One
Thousand Hours of Service.
16.79 Year of Service: The total years of employment of an Employee
with the Employer commencing with the Employee's Employment Commence Date, and
ending with the date such Employee quits, retires, or is discharged or released,
or the date of expiration of an Employee's authorized leave of absence.
The computation period shall be the twelve (12) month period
commencing of the Employee's Employment Commencement Date or Re-Employment
Commencement Date, and anniversaries thereof unless a different computation
period is expressly stated.
16.80 Year of Vesting Service: The total of an Employee's Years of
Accrual Service.
The computation period shall be the twelve (12) month period
commencing on the Employee's Employment Commencement Date or Re-Employment
Commencement Date, and anniversaries thereof unless a different computation
period is expressly stated.
IN WITNESS WHEREOF, the amended and restated SALARIED EMPLOYEES
PENSION PLAN OF THE AMPHENOL CORPORATION is, by authority of its Board of
Directors, adopted on the day and year first above written.
AMPHENOL CORPORATION
By
----------------------------
ATTEST:
- ------------------------------
Exhibit A
- 86 -
<Page>
SCHEDULE A
For purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Single Life Annuity with 92 1/2% of Normal Form of Benefit. If the
Ten Years Certain Single Life Annuity with Ten Years Certain
is selected, and the Participant dies after
the effective date, the beneficiary who is
eligible to receive payments may request a
lump sum payment of the value of the
remaining guaranteed payments equal to the
following multiple of the reduced monthly
pension:
<Table>
<Caption>
Number of Remaining Multiple
Guaranteed Payments
0 0
12 12
24 22
36 32
48 41
60 50
72 58
84 65
96 72
108 78
120 84
</Table>
(Interpolate for amounts not shown.)
Exhibit A / Schedule A
- 1 -
<Page>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor Annuity The retirement benefit of a Participant
50% Continuation to Spouse electing a 50% Joint and Survivor Annuity
shall be reduced by 11%, plus an additional
reduction of 0.250% for each full year in
excess of three by which the Participant's
birthdate precedes the spouse's birthdate,
to a maximum total reduction (after 20 such
excess years) of 16%; or minus 0.250% for
each full year in excess of three by which
the spouse's birthdate precedes the
Participant's birthdate, to a minimum net
reduction (after 10 such excess years) of
8.5%.
Joint & Survivor Annuity The retirement benefit of a Participant
50% Continuation to Non-Spouse electing a 50% Joint and Survivor Annuity
shall be reduced by 11%, plus an additional
reduction of 0.250% for each full year in
excess of three by which the Participant's
birthdate precedes the non-spouse joint
annuitant's birthdate; or minus 0.250% for
each full year in excess of three by which
the non-spouse joint annuitant's birthdate
precedes the Participant's birthdate, to a
minimum net reduction (after 10 such excess
years) of 8.5%.
Joint & Survivor Annuity The retirement benefit of a Participant
100% Continuation to Spouse electing a 100% Joint and Survivor Annuity
shall be reduced by 19%, plus an additional
reduction of 0.500% for each full year in
excess of three by which the Participant's
birthdate precedes the spouse's birthdate,
to a maximum total reduction (after 20 such
excess years) of 29%; or minus 0.500% for
each full year in excess of three by which
the spouse's birthdate precedes the
Participant's birthdate, to a minimum net
reduction (after 10 such excess years) of
14%.
Exhibit A / Schedule A
- 2 -
<Page>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor Annuity The retirement benefit of a Participant
100% Continuation to Non-Spouse electing a 100% Joint and Survivor Annuity
shall be reduced by 19%, plus an additional
reduction of 0.500% for each full year in
excess of three by which the Participant's
birthdate precedes the non-spouse joint
annuitant's birthdate; or minus 0.500% for
each full year in excess of three by which
the non-spouse joint annuitant's birthdate
precedes the Participant's birthdate, to a
minimum net reduction (after 10 such excess
years) of 14%.
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
Mortality 1984 Unisex Pension Mortality Table with no
age set back.
Interest The Pension Benefit Guaranty Corporation
interest rates which are in effect as of the
first day of the plan year in which the
distribution occurs and which are used for
the purpose of determining the present value
of a lump sum distribution on plan
termination.
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table prescribed
by the Secretary of the Treasury. Such table shall be based on the prevailing
commissioners' standard table (described in Code Section 807(d)(5)(A)) used to
determine reserves for group annuity contracts issued on the date as of which
present value is being determined (without regard to any other subparagraph of
Code Section 807(d)(5)).
Exhibit A / Schedule A
- 3 -
<Page>
(2) The "Applicable Interest Rate" means the annual rate of interest on
30-year Treasury securities determined as of the second calendar month (the
lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
In no event shall the lump sum be less than the following:
The lump sum payment to a Participant will be the monthly retirement benefit
payable at the later of age 65 or pension commencement age multiplied by the
factor from column A for the age of the Participant when the lump sum benefit
will be paid. The lump sum payment to a Participant's surviving spouse will be
the spouse's monthly pension multiplied by the factor from column B for the age
of the spouse at the date the spouse's pension will commence, and further
multiplied by the ratio of the factor in column A for the age of the spouse at
the participant's death to the factor in column A for the age of the spouse at
the date the spouse's pension will commence (or age 65 if age 65 is earlier than
such commencement age).
<Table>
<Caption>
Age Column A Column B Age Column A Column B
75 & over 77 77 54 43 143
74 80 80 53 41 140
73 82 82 52 38 141
72 85 85 51 36 145
71 87 87 50 33 145
70 90 90 49 32 152
69 92 92 48 31 159
68 95 95 47 29 161
67 97 97 46 28 167
66 99 99 45 27 173
65 102 102 44 26 178
64 93 105 43 25 183
63 85 107 42 24 188
62 78 110 41 23 192
61 72 113 40 22 195
60 66 115 39 21 198
59 61 118 38 20 200
58 56 120 37 19 202
57 53 125 36 19 214
56 49 127 35 & under 18 214
55 46 131
</Table>
Exhibit A / Schedule A
- 4 -
<Page>
For all other purposes than those noted above, actuarial equivalence shall be
determined by using the following assumptions:
Mortality 1984 Unisex Pension Mortality Table with no
age set back.
Interest 7.5%
Exhibit A / Schedule A
- 5 -
<Page>
EXHIBIT: B
ELIGIBLE CLASS:
(a) Employees at a participating location or division of Amphenol
Corporation or any other Participating Employer employed on an hourly basis;
excluding, however,
(i) Any Employee in any other Eligible Class who is an active
participant of the Plan or any plan maintained by a Participating Employer;
(ii) Any Employee whose conditions of employment are determined
by collective bargaining, unless such Employee shall be included in the Plan by
the express terms of a collective bargaining agreement;
(iii) Any Employee who is not a Spectra Strip Employee whose
regularly scheduled employment is for less than 1,000 Hours of Service during a
Plan Year;
(iv) Any Employee of a Foreign Subsidiary if such Employee is not
a citizen of the United States;
(v) Any Employee of a Foreign subsidiary if contributions under a
funded plan of deferred compensation are provided by any person or corporation,
other than the Employer, with respect to the remuneration paid to such Employee
by such Foreign Subsidiary; and
(vi) Any Employee of a Foreign Subsidiary if such Employee was
not transferred by the Employer to employment with the Foreign Subsidiary
directly from employment with the Employer.
Without limitation, Sine Systems*Pyle Connections Corporation, Amphenol T&M
Antennas, Inc., Advanced Circuit Technology, Inc. and Connex Connector
Corporation are not Participating Employers, and Amphenol Aerospace Operations
and Amphenol Assemble Tech are not participating divisions or locations of
Amphenol Corporation.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
EXHIBIT B
<Page>
HOURLY EMPLOYEES'
PENSION PLAN OF THE
AMPHENOL CORPORATION
EXHIBIT: B
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements ............................................................ 1
1.2. Change in Classification of Employment .............................................. 1
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions ............................................................ 1
2.2. Limitation on Contribution .......................................................... 1
2.3. Time of Payment ..................................................................... 2
2.4. No Additional Liability ............................................................. 2
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions .............................................................. 2
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit ........................................................... 2
4.2. Normal Form of Retirement Benefit ................................................... 10
4.3. Early Retirement Benefit ............................................................ 10
4.4. Late Retirement Benefit ............................................................. 11
4.5. Disability Benefits.................................................................. 11
4.6. Death Benefits ...................................................................... 12
4.7. Benefits on Termination of Employment -- Deferred Vested Pension .................... 14
4.8. In-Service Benefits ................................................................. 14
4.9. Restoration of Benefit .............................................................. 14
4.10. Non-Duplication of Benefits ......................................................... 15
4.11. Minimum Benefit for Top Heavy Plan .................................................. 15
4.12. Transfers; Service with Affiliated Employers ........................................ 17
4.13. Special Provisions Relating to Bunker Ramo
Profit Sharing Retirement Plan .................................................... 17
</Table>
Exhibit B
i
<Page>
<Table>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit .............................................................. 20
5.2. Adjustments to Annual Benefit and Limitations ....................................... 21
5.3. Annual Benefit Not in Excess of $10,000 ............................................. 23
5.4. Participation or Service Reductions ................................................. 23
5.5 Multiple Plan Reduction ............................................................. 23
5.6. Incorporation by Reference .......................................................... 26
ARTICLE VI.
VESTING
6.1. Vesting Rights ...................................................................... 26
6.2. Top-Heavy Vesting ................................................................... 27
6.3. Service Computation Period .......................................................... 27
6.4. Service Credit ...................................................................... 28
6.5. Vesting Break in Service ............................................................ 28
6.6. Vesting on Distribution Before Break in Service;
Cash-outs ......................................................................... 28
6.7. Amendment of Vesting Schedule ....................................................... 28
6.8. Amendments Affecting Vested and/or Accrued Benefit .................................. 29
6.9. No Divestiture for Cause ............................................................ 29
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice .............................................................................. 30
7.2. Waiver of Thirty (30) Day Notice Period ............................................. 30
7.3. Automatic Form of Payment............................................................ 30
7.4. Optional Forms of Benefit ........................................................... 31
7.5. Actuarial Equivalent Benefit ........................................................ 32
7.6. Distributions to Inactive Participants .............................................. 32
7.7. Payment Without Participant Consent ................................................. 32
7.8. Restrictions on Immediate Distributions.............................................. 32
7.9. Limitation of Benefits on Plan Termination .......................................... 33
7.10. Early Plan Termination Restrictions ................................................. 35
7.11. Suspension of Benefits .............................................................. 37
7.12. Restrictions on Commencement of Retirement
Benefits .......................................................................... 38
7.13. Minimum Distribution Requirements ................................................... 38
7.14. TEFRA Election Transitional Rule .................................................... 41
7.15. Distribution of Death Benefit ....................................................... 42
7.16. Date Distribution Deemed to Begin ................................................... 43
</Table>
Exhibit B
ii
<Page>
<Table>
7.17. Distribution Pursuant to Qualified Domestic
Relations Orders .................................................................. 43
7.18. Payment to a Person Under a Legal Disability ........................................ 43
7.19. Unclaimed Benefits Procedure ........................................................ 44
7.20. Direct Rollovers .................................................................... 44
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions ......................................................... 44
8.2. Payment of Qualified Joint And Survivor Annuity ..................................... 45
8.3. Payment of Qualified Pre-Retirement Survivor Annuity ................................ 45
8.4. Notice Requirements For Qualified Joint And Survivor Annuity ........................ 45
8.5. Notice Requirements For Qualified Pre-Retirement Survivor Annuity ................... 45
8.6. Qualified Election .................................................................. 46
8.7. Election Period ..................................................................... 47
8.8. Pre-age Thirty-five (35) Waiver ..................................................... 47
8.9. Transitional Joint and Survivor Annuity Rules ....................................... 47
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders ................................................. 49
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Direct Rollovers .............................. 51
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class or to Another
Division Within Eligible Class .................................................... 51
11.2. Transfer From Salaried Employment ................................................... 51
11.3. Transfer From Hourly Employment ..................................................... 52
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan ............................................................... 52
12.2. Termination ......................................................................... 53
12.3. Merger or Consolidation of the Plan ................................................. 56
</Table>
Exhibit B
iii
<Page>
<Table>
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers ......................................................... 56
13.2. Requirements of Participating Employers ............................................. 57
13.3. Designation of Agent ................................................................ 57
13.4. Employee Transfers .................................................................. 57
13.5. Participating Employer's Contribution ............................................... 57
13.6. Discontinuance of Participation ..................................................... 58
13.7. Plan Administrator's Authority ...................................................... 58
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee ....................................... 58
14.2. Plan Administrator .................................................................. 58
14.3. Trust Agreement ..................................................................... 59
14.4. Delegation of Powers ................................................................ 59
14.5. Appointment of Advisers ............................................................. 59
14.6. Records and Reports ................................................................. 60
14.7. Information From Employer ........................................................... 60
14.8. Majority Actions .................................................................... 60
14.9. Expenses ............................................................................ 60
14.10. Discretionary Acts .................................................................. 60
14.11. Responsibility of Fiduciaries ....................................................... 60
14.12. Indemnity by Employer ............................................................... 60
14.13. Claims Procedure .................................................................... 61
ARTICLE XV.
GENERAL
15.1. Bonding ............................................................................. 62
15.2. Action by the Employer .............................................................. 62
15.3. Employment Rights ................................................................... 62
15.4. Alienation .......................................................................... 62
15.5. Governing Law ....................................................................... 63
15.6. Conformity to Applicable Law ........................................................ 63
15.7. Usage ............................................................................... 63
15.8. Legal Action ........................................................................ 63
15.9. Exclusive Benefit ................................................................... 63
15.10. Prohibition Against Diversion of Funds .............................................. 63
15.11. Return of Contribution .............................................................. 64
15.12. Employer's Protective Clause ........................................................ 64
15.13. Insurer's Protective Clause ......................................................... 64
</Table>
Exhibit B
iv
<Page>
<Table>
15.14. Receipt and Release for Payments .................................................... 64
15.15. Headings ............................................................................ 65
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit ..................................................................... 65
16.2. Actuarial Equivalent ................................................................ 65
16.3. Administrative Committee ............................................................ 65
16.4. Affiliated Employer ................................................................. 65
16.5. Aggregation Group ................................................................... 65
16.6. Anniversary Date .................................................................... 66
16.7. Annual Benefit ...................................................................... 66
16.8. Annuity ............................................................................. 66
16.9. Annuity Starting Date ............................................................... 67
16.10. Beneficiary ......................................................................... 67
16.11. Break in Service .................................................................... 68
16.12. Code ................................................................................ 69
16.13. Compensation ........................................................................ 69
16.14. Controlled Group .................................................................... 71
16.15. Determination Date .................................................................. 72
16.16. Direct Rollover ..................................................................... 72
16.17. Disability .......................................................................... 72
16.18. Distributee ......................................................................... 72
16.19. Earliest Retirement Date ............................................................ 72
16.20. Early Retirement Age ................................................................ 73
16.21. Early Retirement Date ............................................................... 73
16.22. Eligible Class ...................................................................... 73
16.23. Eligible Retirement Plan ............................................................ 73
16.24. Eligible Rollover Distribution ...................................................... 73
16.25. Employee ............................................................................ 74
16.26. Employer ............................................................................ 74
16.27. Employment Commencement Date ........................................................ 74
16.28. ERISA ............................................................................... 74
16.29. Family Member ....................................................................... 74
16.30. Fiscal Year ......................................................................... 74
16.31. Foreign Subsidiary .................................................................. 74
16.32. Forfeiture .......................................................................... 75
16.33. Highly Compensated Employee ......................................................... 75
16.34. Highly Compensated Participant ...................................................... 76
16.35. Hour of Service ..................................................................... 76
16.36. Inactive Participant ................................................................ 78
16.37. Key Employee ........................................................................ 78
16.38. Late Retirement Date ................................................................ 79
</Table>
Exhibit B
v
<Page>
<Table>
16.39. Leased Employee ..................................................................... 79
16.40. Limitation Year ..................................................................... 80
16.41. Non-Highly Compensated Employee ..................................................... 80
16.42. Non-Key Employee .................................................................... 80
16.43. Normal Form of Benefit .............................................................. 80
16.44. Normal Retirement Age ............................................................... 80
16.45. Normal Retirement Date .............................................................. 80
16.46. Participant ......................................................................... 80
16.47. Participating Employer .............................................................. 80
16.48. Participating Group ................................................................. 80
16.49. Period of Military Duty ............................................................. 81
16.50. Period of Service ................................................................... 81
16.51. Period of Severance ................................................................. 81
16.52. Plan................................................................................. 81
16.53. Plan Administrator................................................................... 81
16.54. Plan Year ........................................................................... 82
16.55. Predecessor Employer ................................................................ 82
16.56. Present Value of Accrued Benefit .................................................... 82
16.57. Qualified Domestic Relations Order .................................................. 82
16.58. Qualified Joint and Survivor Annuity ................................................ 82
16.59. Qualified Pre-Retirement Survivor Annuity ........................................... 82
16.60. Re-employment Commencement Date ..................................................... 82
16.61. Re-entry Date ....................................................................... 82
16.62. Regulation .......................................................................... 82
16.63. Retirement .......................................................................... 83
16.64. Severance From Service .............................................................. 83
16.65. Social Security Retirement Age ...................................................... 83
16.66. Spouse .............................................................................. 83
16.67. Straight Life Annuity ............................................................... 83
16.68. Super Top-Heavy Plan ................................................................ 83
16.69. Top-Heavy Group ..................................................................... 83
16.70. Top-Heavy Plan ...................................................................... 84
16.71. Top-Heavy Ratio ..................................................................... 84
16.72. Top-Paid Group ...................................................................... 85
16.73. Trust Agreement ..................................................................... 86
16.74. Trust Fund .......................................................................... 86
16.75. Trustee ............................................................................. 86
16.76. Valuation Date ...................................................................... 86
16.77. Year of Accrual Service ............................................................. 86
16.78. Year of Eligibility Service ......................................................... 86
16.79. Year of Service ..................................................................... 86
16.80. Year of Vesting Service ............................................................. 87
</Table>
Exhibit B
vi
<Page>
HOURLY EMPLOYEES'
PENSION PLAN
OF THE AMPHENOL CORPORATION
BY RESOLUTION of its Board of Directors, on the day of , 19 , AMPHENOL
CORPORATION, a Delaware Corporation, has approved and adopted a Defined
Benefit Pension Plan for certain Employees, effective as of the first day
of January, 1989, which amends and restates the HOURLY EMPLOYEES' PENSION
PLAN OF THE AMPHENOL CORPORATION under a restated agreement dated as of
January 1, 1987 (hereinafter referred to as the "Predecessor Plan"). This
amended and restated Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee in a Participating
Group at Amphenol Corporation employed on an hourly basis, and with respect to
an Employee who is not a Spectra Strip Employee, who actually completes at least
1,000 Hours of Service during the Plan Year, except such hourly employees who
are covered by a collective bargaining agreement pursuant to the terms of which
the Employer is obligated to make contributions to another plan to provide
retirement benefits for such employees, will become a Participant as of the date
he or she first performs an Hour of Service in the Eligible Class.
1.2. Change in Classification of Employment: In the event a
Participant is no longer a member of the Eligible Class of Employees and becomes
ineligible to participate, such Employee will participate immediately upon
returning to the Eligible Class of Employees. In the event an Employee who is
not a member of the Eligible Class of Employees becomes a member of the Eligible
Class, such Employee will participate immediately upon becoming a member of the
Eligible Class.
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall contribute to
the Plan from time to time such amounts as the Plan Administrator and the
Employer shall determine are necessary to provide Plan benefits. Such amounts
shall be determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2. Limitation on Contribution: Notwithstanding the foregoing,
the Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 432 or to correct an error, in which
1
<Page>
event, the Employer shall make a contribution to the Plan even if it causes the
limitation under Code Section 404 to be exceeded.
2.3. Time of Payment: The Employer will pay to the Trustee its
contribution to the Plan for each Plan Year, within the time prescribed by law,
including extensions of time, for the filing of the Employer's federal income
tax return for the Fiscal Year. In no event, however, will payment to the
Trustee be made after the expiration of the time limit prescribed for
satisfaction of the minimum funding requirements of Code Section 412.
2.4. No Additional Liability: The pension benefits to be provided
under the Plan shall be only such as can be provided by the assets of the Trust
Fund and, except as provided by law, there shall be no liability or obligation
on the part of the Employer to make any further contributions to the Plan in the
event of its termination. Except as otherwise required by ERISA or other
applicable law, no liability for the payment of benefits hereunder shall be
imposed upon the Employer, or the officers, directors or stockholders of the
Employers.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions: No contributions shall be required
of Participants as a condition for receiving benefits provided hereunder.
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who terminates
employment upon attaining Normal Retirement Age will be entitled to receive
normal retirement benefits in the amount of the Participant's Accrued Benefit.
If the Participant elects to continue working past his or her Normal Retirement
Age, he or she will continue as an active Participant and no discrimination
shall be made to such Participant until his or her accrual retirement date,
unless a minimum distribution is required by law.
(a) Accrued Benefit. The amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who retires on his Normal
Retirement Date shall be equal to such Participant's monthly Accrued Benefit as
of any date, subject to modifications set out below, equal to the product of an
amount equal to the applicable dollar amount set forth below determined by
reference to the Participant's date of Severance from Service; and such
Participant's Years of Accrual Service with the division.
Exhibit B
2
<Page>
(1) Amphenol North America Division, Allied Corporation
(Connector) Chicago Employees represented by the International Brotherhood of
Electrical Workers, Local 1031, AFL-CIO.
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
December 1, 1977 $7.00
December 1, 1978 7.10
January 1, 1980 7.50
January 1, 1981 8.50
January 1, 1982 9.50
January 1, 1983 10.50
January 1, 1984 11.00
January 1, 1985 11.75
January 2, 1988 12.50
</Table>
(2) Amphenol North America Division - Space and Missile System
Operation Employees, party to the negotiated collective bargaining agreement
between Allied Corporation and the International Brotherhood of Electrical
Workers, Local 1710, AFL-CIO.
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
July 1, 1978 $7.00
July 1, 1979 7.10
January 1, 1980 7.50
January 1, 1981 8.50
</Table>
(3) Amphenol North America Division - Severna Operation
Employees, party to the negotiated collective bargaining agreement between the
Employer and the Teamsters, Local 97, of the International Brotherhood of
Teamsters, Chauffeurs, Warehousemen and Helpers of America.
(i) SEVERNA OPERATION EMPLOYEES WITH SEVERANCE FROM SERVICE PRIOR
TO SEPTEMBER 22, 1995.
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
September 23, 1978 $ 7.00
September 23, 1979 7.50
September 23, 1980 8.00
September 22, 1981 9.00
</Table>
Exhibit B
3
<Page>
<Table>
September 22, 1982 10.00
September 22, 1983 11.00
September 23, 1984 13.00
September 22, 1985 14.00
September 23, 1986 15.00
September 22, 1988 16.00
October 1, 1990 16.50
October 1, 1991 17.00
</Table>
(ii) SEVERNA OPERATION EMPLOYEES WITH SEVERANCE FROM SERVICE ON
OR AFTER SEPTEMBER 22, 1995 AND BEFORE JANUARY 1, 2002.
Notwithstanding the preamble to this Section 4.1(a), for Severna
Operation Employees whose Severance from Service is on or after
September 22, 1995, the amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who
retires on his or her Normal Retirement Date shall be equal to
such Participant's Accrued Benefit as of any such date equal to
the sum of:
(A) the number of Years of Accrual Service prior to September
22, 1995 multiplied by $17.00; and
(B) the number of Years of Accrual Service on or after
September 22, 1995 multiplied by $19.50.
(iii) SEVERNA OPERATION EMPLOYEES WITH SEVERANCE FROM SERVICE ON
OR AFTER JANUARY 1, 2002.
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
January 1, 2002 $ 19.50
</Table>
(4) Amphenol North America Division Plant - Employees at
Hollywood, Florida, represented by the International Brotherhood of Electrical
Workers, Local 2252.
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
January 1, 1979 $6.80
February 9, 1980 7.50
February 8, 1982 8.50
February 7, 1983 9.50
February 6, 1984 10.00
</Table>
Exhibit B
4
<Page>
(5) Amphenol North America Division - York, Pennsylvania
Operation.
<Table>
<Caption>
BENEFIT AMOUNT
DATE OF GRADE LEVEL AT DATE OF
SEVERANCE FROM SERVICE SEVERANCE FROM SERVICE
---------------------- ----------------------
1-2 3-4 5-6 7-10
--- --- --- ----
January 1, 1979 $7.00 $7.00 $7.00 $7.00
January 1, 1980 7.00 8.00 10.00 13.00
March 1, 1983 8.00 9.00 11.00 14.00
October 15, 1984 10.00 11.00 13.00 16.00
</Table>
(6) Amphenol North America Division - RF (Burlington) Operation
Employees.
<Table>
<Caption>
GRADE LEVEL AT DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
I $6.30
II 7.00
III 8.25
IV 10.50
</Table>
(7) Amphenol North America Division, Durham Operation
Employees, party to the negotiated collective bargaining agreement between the
Employer and the I.U.O.E. Local 465.
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
---------------------- --------------
January 1, 1981 $6.30
January 1, 1983 6.55
January 1, 1984 7.50
January 1, 1985 7.70
January 1, 1986 8.00
</Table>
(8) Employees of the Amphenol Corporation not represented under a
collective bargaining agreement who are employed at a work location which also
has hourly employees who are represented under one or more collective bargaining
agreements.
Exhibit B
5
<Page>
The Benefit Amount is the benefit rate equal to the highest
pension benefits rate or rate schedule amount provided under a collective
bargaining agreement covering employees at the work location at the time of
Severance from Service.
(9) Endicott, New York Employees.
(i) ENDICOTT EMPLOYEES WITH SEVERANCE FROM SERVICE PRIOR TO
JANUARY 1, 1999.
<Table>
<Caption>
DATE OF SEVERANCE FROM SERVICE BENEFIT AMOUNT
------------------------------ --------------
January 1, 1976 $6.30
April 1, 1983 7.00
July 1, 1984 8.00
January 1, 1996 9.00
</Table>
(ii) ENDICOTT EMPLOYEES WITH SEVERANCE FROM SERVICE ON OR AFTER
JANUARY 1, 1999.
Notwithstanding the preamble to this Section 4.1(a), for Endicott
Employees whose Severance from Service is on or after January 1, 1999, the
amount of the monthly retirement benefit in the Normal Form to be provided for
each Participant who retires on his or her Normal Retirement Date shall be equal
to such Participant's Accrued Benefit as of any such date equal to the sum of:
(A) The number of Years of Accrual Service prior to January 1,
1999 multiplied by $9.00,
PLUS
(B) The number of Years of Accrual Service on or after January 1,
1999 multiplied by $12.00.
(10) RF Danbury Employees party to the negotiated collective
bargaining agreement between the Employer and the International Brotherhood of
Electrical Workers, Local 2015, AFL-CIO.
(i) RF DANBURY EMPLOYEES WITH SEVERANCE FROM SERVICE PRIOR TO
JANUARY 1, 1999.
<Table>
<Caption>
BENEFIT AMOUNT
DATE OF SEVERANCE GRADE LEVEL AT DATE OF
FROM SERVICE SEVERANCE FROM SERVICE
----------------- ----------------------
I-IV V-VII VIII-IX X-XII
---- ----- ------- -----
September 1, 1977 $6.30 $6.30 $6.30 $6.30
September 1, 1978 7.00 7.00 7.00 7.00
</Table>
Exhibit B
6
<Page>
<Table>
September 1, 1979 7.00 7.00 7.00 7.00
September 7, 1981 8.00 9.00 10.00 11.00
September 6, 1983 8.75 9.50 10.50 11.25
September 1, 1984 9.50 10.00 11.00 11.50
September 1, 1985 10.50 11.00 11.50 12.00
September 7, 1986 11.25 11.75 12.25 12.75
September 7, 1987 12.00 12.50 13.00 13.50
January 1, 1990 12.25 12.75 13.25 13.75
January 1, 1991 12.50 13.00 13.50 14.00
</Table>
(ii) RF DANBURY EMPLOYEES WITH SEVERANCE FROM SERVICE ON OR AFTER
JANUARY 1, 1999 AND PRIOR TO JANUARY 1, 2001.
Notwithstanding the preamble to this Section 4.1(a), for RF
Danbury Employees whose Severance from Service is on or after
January 1, 1999, the amount of the monthly retirement benefit in
the Normal Form to be provided for each Participant who retires
on his or her Normal Retirement Date shall be equal to such
Participant's Accrued Benefit as of any such date determined by
reference to the appropriate subsection (A), (B), (C) or (D)
below:
(A) GRADE LEVEL I-IV AT DATE OF SEVERANCE FROM SERVICE - The
number of Years of Accrual Service prior to January 1,
1999 multiplied by $12.50,
PLUS
The number of Years of Accrual Service on or after
January 1, 1999 multiplied by $13.50.
(B) GRADE LEVEL V-VII AT DATE OF SEVERANCE FROM SERVICE - The
number of Years of Accrual Service prior to January 1,
1999 multiplied by $13.00,
PLUS
The number of Years of Accrual Service on or after
January 1, 1999 multiplied by $13.50.
(C) GRADE LEVEL VIII-IX AT DATE OF SEVERANCE FROM SERVICE -
The number of Years of Accrual Service multiplied by
$13.50.
(D) GRADE LEVEL X-XIV AT DATE OF SEVERANCE FROM SERVICE - The
number of Years of Accrual Service multiplied by $14.00.
(iii) RF DANBURY EMPLOYEES WITH SEVERANCE FROM SERVICE ON OR
AFTER JANUARY 1, 2001.
Exhibit B
7
<Page>
Notwithstanding the preamble to this Section 4.1(a), for RF
Danbury Employees whose Severance from Service is on or after
January 1, 2001, the amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who
retires on his or her Normal Retirement Date shall be equal to
such Participant's Accrued Benefit as of any such date
determined by reference to the appropriate subsection (A),
(B), (C) or (D) below:
(A) GRADE LEVEL I-IV AT DATE OF SEVERANCE FROM SERVICE - The
number of Years of Accrual Service prior to January 1,
1999 multiplied by $13.00,
PLUS
The number of Years of Accrual Service on or after
January 1, 1999 and prior to January 1, 2001 multiplied
by $14.00,
PLUS
The number of Years of Accrual Service on or after
January 1, 2001 multiplied by $18.00.
(B) GRADE LEVEL V-VII AT DATE OF SEVERANCE FROM SERVICE - The
number of Years of Accrual Service prior to January 1,
1999 multiplied by $13.50,
PLUS
The number of Years of Accrual Service on or after
January 1, 1999 and prior to January 1, 2001 multiplied
by $14.00,
PLUS
The number of Years of Accrual Service on or after
January 1, 2001 multiplied by $18.00.
(C) GRADE LEVEL VIII-IX AT DATE OF SEVERANCE FROM SERVICE -
The number of Years of Accrual Service prior to January
1, 1999 multiplied by $13.50,
PLUS
The number of Years of Accrual Service on or after
January 1, 1999 and prior to January 1, 2001 multiplied
by $14.00,
PLUS
The number of Years of Accrual Service on or after
January 1, 2001 multiplied by $18.00.
Exhibit B
8
<Page>
(D) GRADE LEVEL X-XIV AT DATE OF SEVERANCE FROM SERVICE - The
number of Years of Accrual Service prior to January 1,
2001 multiplied by $14.00,
PLUS
The number of Years of Accrual Service on or after
January 1, 2001 multiplied by $18.00.
(11) Spectra Strip Division
<Table>
<Caption>
DATE OF
SEVERANCE FROM SERVICE BENEFIT AMOUNT
----------------------- --------------
January 1, 1980 $13.00
November 1, 1987 $14.00
January 1, 2002 $17.00
</Table>
*Only service after January 1, 1980 considered, except for
Employees at Garden Grove, California, for whom service after January 1, 1986
will not be considered.
(12) Amphenol Fiber Optics Products - Lisle, Illinois Operation.
An amount equal to $12.50, regardless of the Participant's date of Severance
from Service.
(b) Reduction for Qualified Pre-Retirement Survivor Annuity
Coverage. If a Qualified Pre-Retirement Survivor Annuity has been in effect for
the Participant during any period on or after the date on which a Participant
and his Spouse may first waive the Pre-Retirement Qualified Survivor Annuity,
the amount of benefit determined above will be reduced by multiplying the
appropriate factor from the table below by the number of full years that such
coverage was in effect after December 31, 1984 until the Participant attained
age 65:
<Table>
<Caption>
Reduction for Each
Reduction for Each Full Year After
Full Year While Termination of
an Actual Employee Employment
------------------ ------------
Prior to eligibility for
Early Retirement .1% .3%
After eligibility for
Early Retirement None .3%
After Age 65 None None
</Table>
Exhibit B
9
<Page>
(c) Reduction for Previously Received Early Retirement Benefits
(Non-Spectra Strip Employees). In the event that a Participant who shall have
previously received Early Retirement Benefits shall be reemployed by the
Employer and shall become eligible for a Normal Retirement Benefit, the Normal
Retirement Benefit determined above shall be reduced by 9/10 of 1% of the sum of
the Early Retirement Benefits he shall have received prior to reemployment and
prior to his sixty-fifth (65th) birthday. Notwithstanding the foregoing, in no
event will a reemployed Participant's Normal Retirement Benefit be less than
that payable as an Early Retirement Benefit. This reduction shall not apply with
respect to Normal Retirement Benefits payable to Spectra Strip Employees.
(d) Payment of Normal Retirement Benefits. Normal retirement
benefits will be payable as of the Participant's Normal Retirement Date in
accordance with the Article herein entitled "Payment of Benefits". If the
Participant begins receiving benefits at any age other than Normal Retirement
Age, the Participant's benefit will be determined in accordance with the
appropriate Section of this Article.
4.2. Normal Form of Retirement Benefit: The Normal Retirement
Benefit payable to a Participant pursuant to this Article shall be a monthly
pension commencing on the Participant's retirement date and continuing for life.
The actual form of distribution of such benefit, however, shall be determined by
reference to the Article herein entitled "Payment of Benefits".
4.3. Early Retirement Benefit: A Participant who has attained
Early Retirement Age and who terminates employment with the Employer will be
entitled to receive any one of the following retirement benefits after attaining
Early Retirement Age as the Participant may elect:
(a) a deferred Normal Retirement Benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.2
above, based upon Years of Accrual Service at the time of the Participant's
Retirement,
(b) an early retirement benefit equal to the deferred benefit
provided in (a) above reduced as follows:
(1) a Participant who is not a Spectra Strip Employee
shall receive the benefit provided in (a) above reduced by 1/180th for each
month of the first sixty (60) months by which the Participant's Early Retirement
Date precedes his Normal Retirement Date, plus 1/360th for each month in excess
of sixty (60) by which the Participant's Early Retirement Date precedes his
Normal Retirement Date.
(2) A Spectra Strip Employee shall receive the benefit
provided in (a) above reduced by 6/10 of 1% for each complete month by which
such Participant's Early Retirement Date precedes his Normal Retirement Date.
Exhibit B
10
<Page>
(c) In the event that a Participant shall terminate
employment prior to attaining the Early Retirement Age, but having satisfied the
service requirement, the Participant shall be entitled to elect benefits
hereunder upon satisfaction of the age requirement.
(d) Early retirement benefits shall be payable to the
Participant on the first day of the first month after (i) the Participant shall
have become eligible for such benefits and (ii) the Participant shall have filed
an application for such benefits and shall otherwise be payable in accordance
with the Article herein entitled "Payment of Benefits". Early retirement
benefits for Participants retiring prior to the date hereof shall be calculated
in accordance with the provisions of the Plan in effect on the date of such
Participant's termination of employment.
4.4. Late Retirement Benefit: In the event a Participant
continues employment beyond his Normal Retirement Date, no retirement benefit
will be paid to the Participant until he actually retires; subject, however, to
any minimum distributions required under Code Section 401(a)(9). A Participant's
retirement benefit on his Late Retirement Date shall be equal to the
Participant's retirement benefit recalculated using the Participant's Years of
Accrual Service determined as of the Participant's actual retirement date.
The monthly retirement benefit calculated pursuant to this
Section shall be offset by the Actuarial Equivalent of the total minimum
distributions required under Code Section 401(a)(9) actually made prior to the
Participant's actual retirement date.
A Participant's retirement benefit payable in the Normal Form of
Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
Late retirement benefits will be paid as soon as practicable
after the Participant's Late Retirement Date in accordance with the Article
herein entitled "Payment of Benefits".
4.5. Disability Benefits:
If a Participant terminates employment as an active Employee as a
result of a Disability and files an application for benefits hereunder, said
Participant shall be entitled to disability retirement benefits if such
termination of employment occurs on or after the date Participant shall have
remained disabled for a period of at least six (6) months (with respect to
Spectra Strip Employees only), and after the date the Participant shall have
completed ten (10) Years of Vesting Service.
The disability retirement benefit payable to a Participant who is
not a Spectra Strip Employee, meets the requirements above and has terminated
employment as an active Employee shall equal the monthly Accrued Benefit
determined under the Section captioned
Exhibit B
11
<Page>
"Normal Retirement Benefit" as of the date of his termination of employment
reduced by 1/180th for each month of the first sixty (60) months by which the
Participant's disability retirement date precedes his Normal Retirement Date,
plus 1/360th for each month in excess of sixty (60) by which the Participant's
disability retirement date precedes his Normal Retirement Date. In no event
shall a disability retirement benefit be payable to a Participant who is not a
Spectra Strip Employee prior to the earlier of the Participant's Normal
Retirement Date or Early Retirement Date.
The disability retirement benefit payable to a Participant who is
a Spectra Strip Employee, meets the requirements above and has terminated
employment as an active Employee shall equal the monthly Accrued Benefit
determined under the Section captioned "Normal Retirement Benefit" as of the
date of his termination of employment.
Disability retirement benefits will be paid as soon as
practicable after the Plan Administrator's receipt of certification of
Disability and the satisfaction of the other conditions to the receipt of
disability benefits under this Section 4.5, in accordance with the Article
herein entitled "Payment of Benefits".
4.6. Death Benefits:
The provisions of this section shall apply on or after August 23,
1984, to any Participant who is credited with at least one Hour of Service or
one hour of paid leave on or after August 23, 1984 or any Participant who
terminated employment prior to August 23, 1984 who at the time of termination of
employment shall have been eligible for a deferred vested pension and who shall
have made an election for optional coverage hereunder.
If a Participant dies before his Annuity Starting Date, death
benefits shall be determined under subsections (a), (b) and (c) below. The
distribution of death benefits shall be subject to the Article herein entitled
"Payment of Benefits".
(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be payable
as a death benefit with respect to a Participant if the following requirements
are met:
(1) The Participant is survived by a Spouse to whom he
was continuously married throughout the one-year period ending on the date of
his death,
(2) The Participant's vested percentage of Employer
contributions on the date of his death was greater than zero,
(3) The Participant is not entitled to a Pre-Retirement
Surviving Spouse Benefit described in paragraph (b) below, and
Exhibit B
12
<Page>
(4) The Participant and his Spouse have not waived the
Qualified Preretirement Survivor Annuity. Any waiver of the Qualified
Preretirement Survivor Annuity must be made according to the Article herein
captioned "Joint and Survivor Annuity Requirements".
If the above requirements are met on the date the Participant
dies, a Qualified Preretirement Survivor Annuity shall be payable. The Spouse
may elect to start benefits on the first day of any month on or after the
earliest date retirement benefits could have been paid to the Participant if he
had ceased to be an Employee on the date of his death and survived to such date.
If the Spouse dies before the date the Qualified Preretirement Survivor Annuity
starts, no death benefit will be payable.
(b) Pre-retirement Surviving Spouse Benefit: If a Participant
who is not a Spectra Strip Employee dies before his Annuity Starting Date and
such Participant would have been eligible for an early retirement benefit had
such Participant voluntarily retired hereunder on the date next preceding the
day on which such Participant died and if such Participant shall leave a
surviving Spouse, then such Spouse shall be eligible to receive a surviving
Spouse's benefit from the Plan. The monthly amount of the surviving Spouse's
benefit payable to the Spouse eligible therefor shall be equal to 50% of the
monthly benefit the deceased Participant would have been entitled to receive
beginning as of such Participant's retirement if such Participant had retired on
the date next preceding the day on which such Participant died, on the basis of
such Participant's actual Years of Accrual Service; provided, however, if the
surviving Spouse's age is more than five years less than the Participant's age,
then the 50% shall be decreased by subtracting therefrom a 1% for each 12 months
in excess of five years that the Spouse's age at the Participant's death is less
than the Participant's age at death.
The monthly surviving Spouse's benefit shall be payable to the
Spouse for life, beginning as of the first day of the calendar month coincident
with or next following the date of the Participant's death.
(c) Death Benefit After Actual Retirement Date but Before the
Annuity Starting Date:
(1) If a Participant dies on or after his actual
Retirement date and before his Annuity Starting Date, the provisions of
subsections (a) and (b) shall not apply. Instead, the death benefit shall be
based on the Normal Form of Benefit or a properly elected optional form of
benefit. This death benefit is the death benefit which would have been payable
to the Participant's Beneficiary or contingent annuitant if the Participant's
retirement date had occurred on the date he died. For purposes of this death
benefit only, an election of an optional form of benefit shall be a qualified
election even if it is not made within 90 days of the date retirement benefits
would have begun if it meets all of the other requirements for a qualified
election.
Exhibit B
13
<Page>
(2) Any death benefit payable after a Participant's
Annuity Starting Date will be determined by the form of retirement benefit in
effect on a Participant's Annuity Starting Date.
4.7. Benefits on Termination of Employment - Deferred Vested
Pension: A Participant who terminates employment prior to Normal Retirement Age,
Early Retirement Age, Disability or death will be entitled to receive benefits
in the amount of the Participant's vested Accrued Benefit. The amount of the
monthly retirement benefit to be provided for each Participant who becomes an
inactive Participant prior to his Normal or Early Retirement Date, date of
Disability or death shall be determined as follows:
(a) A deferred monthly retirement benefit in the Normal Form
to begin on his Normal Retirement Date. The deferred retirement benefit will be
equal to the product of (i) and (ii):
(i) The Participant's Accrued Benefit on the day before
he or she became an Inactive Participant reduced, if applicable, for Qualified
Pre-Retirement Survivor Annuity Coverage, or previously received Early
Retirement Benefits, pursuant to Section 4.1 (b) and (c);
(ii) The Participant's vesting percentage on the date he
or she ceased to be an Employee.
The amount of payment under any form (other than the Normal Form
of Benefit) shall be determined as provided under the Article herein entitled
"Payment of Benefits".
4.8. In-Service Benefits: No distribution will be made to a
Participant who remains in the employ of the Employer beyond Normal Retirement
Age, unless a minimum distribution is required by law.
4.9. Restoration of Benefit: If an Employee receives a
distribution of a vested Accrued Benefit under the Plan and the Employee resumes
employment in the Eligible Class, he or she shall have the right to restore his
or her Employer-provided Accrued Benefit to the extend forfeited upon the
repayment to the Plan of
(a) the amount of the distribution,
(b) interest on such distribution compounded annually at the
rate of five percent (5%) per annum from the date of distribution to the date of
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded
annually at the rate of one hundred twenty percent (120%) of the federal
mid-term rate (as in effect under
Exhibit B
14
<Page>
Code Section 1274 for the first month of a Plan Year) from the beginning of the
first Plan Year beginning after December 31, 1987 or the date of distribution,
whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5)
years after the first date on which the Participant is subsequently reemployed
by the Employer, or the date the Participant incurs five (5) consecutive Breaks
in Service following the date of distribution. If an Employee is deemed to
receive a distribution, and the Employee resumes employment in the Eligible
Class before the date the Participant incurs five (5) consecutive Breaks in
Service, upon the reemployment of such Employee in the Eligible Class, the
employer-provided Accrued Benefit will be restored to the amount of such Accrued
Benefit on the date of the deemed distribution.
4.10. Non-Duplication of Benefits: If an Inactive Participant who
is no longer actively employed by the Employer again becomes actively employed
by the Employer in the Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to have received a distribution of a vested Accrued Benefit under
the Plan by reason of prior participation (and such distribution has not been
repaid to the Plan with interest as described in the preceding paragraph within
a period of the earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the close of the first
period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit
determined as of the date of distribution.
4.11. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer
contributions to be provided under this Section for each Non-Key Employee who is
a Participant during a Plan Year in which the Plan is Top-Heavy Plan shall equal
the product of (1) said Participant's Compensation averaged over the five (5)
consecutive Limitation Years (or actual number of Limitation Years, if less)
which produce the highest average and (2) the lesser of (i) two percent (2%)
multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit
under Code Section 416, a Non-Key Employee who is not a Participant solely
because (1) his Compensation is below a stated amount or (2) he declined to make
Required Contributions (if required) to the Plan will be considered to be a
Participant. Furthermore, such minimum benefit shall be provided regardless of
whether such Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Years of Service for any
Plan Year beginning before January 1, 1984, or for any Plan Year during which
the Plan was not a Top-Heavy Plan shall be disregarded.
Exhibit B
15
<Page>
(d) For purposes of this Section, Compensation for any
Limitation Year ending in a Plan Year which began prior to January 1, 1984,
subsequent to the last Limitation Year during which the Plan is a Top-Heavy
Plan, or in which the Participant failed to complete a Year of Service, shall be
disregarded.
(e) For the purposes of determining the top-heavy minimum
benefit under this Section, Compensation shall be limited to $200,000 (as
adjusted in such manner as permitted under Code Section 415(d)) for Plan Years
commencing prior to January 1, 1994. For any Plan Year beginning after December
31, 1993, Compensation shall be limited to $150,000, as adjusted under Code
Section 415(d).
(f) If the Article herein entitled "Payment of Benefits"
provides for the Normal Retirement Benefit to be paid in form other than a
single life annuity, the Accrued Benefit under this Section shall be the
Actuarial Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit commences at a
date other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If a Non-Key Employee participates in this Plan and a
defined contribution plan included in a Required Aggregation Group which is
top-heavy, the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan
but not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, the extra minimum Accrued Benefit (required by the
Article herein entitled "Section 415 Limitation on Benefits" to provide the
higher limitations) shall be provided for each Non-Key Employee who is a
Participant by substituting three percent (3%) for two percent (2%) and thirty
percent (30%) for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates
in this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, a minimum allocation of five percent (5%) of
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan.
However, for any Plan Year when (1) the Plan is a
Top-Heavy Plan but not a Super Top-Heavy Plan and (2) a Key-Employee is a
Participant in both this Plan and a defined contribution plan included in a
Required Aggregation Group which is top-heavy, seven and one-half percent (7
1/2%) shall be substituted for five percent (5%) above.
Exhibit B
16
<Page>
(k) The preceding provisions of this Section 4.11 shall be
inapplicable to the extent not required of this Plan pursuant to Code Section
416(i)(4).
4.12. Transfers; Service with Affiliated Employers: The benefits
provided hereunder as to an Employee who transfers employment to or from an
Affiliated Employer shall be determined by reference to this Article and the
Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS."
4.13. Special Provisions Relating to Bunker Ramo Profit Sharing
Retirement Plan:
(a) Integration and Merger of Plans. Effective January 1,
1976, the Bunker Ramo Profit Sharing Retirement Plan (the "Prior Plan") was
integrated and merged with the Plan for the purpose of converting the Prior Plan
from a profit sharing plan to a fixed benefit pension plan. The General Account
of each participant under the Prior Plan who was employed by the Employer on
January 1, 1976, or who retired prior to that date but on or after October 3,
1975, and who had elected not to receive a distribution of benefits under the
Prior Plan, was adjusted in accordance with the terms of the Prior Plan as of
December 31, 1975. Assets representing the aggregate value of the General
Accounts of all such Members were transferred, as provided in the Prior Plan, to
one or more of the Trustees acting under the Trust Agreements forming a part of
the Plan and were integrated with the Trust Funds held under those Agreements
subject to the terms of the Plan, the Trust Agreements and the following
provisions of this Section.
(b) Maintenance of Accounts. The Plan Administrator shall
continue to maintain a separate account (herein designated "Prior Plan Account")
for each participant in the Prior Plan whose General Account has been
transferred to the Plan, which Prior Plan Account shall reflect the value of
such transferred account and shall be adjusted by the Plan Administrator in
accordance with the provisions of paragraph (c) below.
(c) Adjustment of Accounts. As of the last day of each Plan
Year, the credit balances of all Prior Plan Accounts of Participants then in the
employ of the Employer shall be increased or decreased, as the case may be, by
the greater of (i) the rate of return earned by the Trust Fund of the Plan
during the Plan Year, or (ii) 7%.
(d) Charging of Accounts. Each Participant's Prior Plan
Account shall be charged with any payments made to a Participant, or a
Participant's Spouse or Beneficiary under the provisions of the Plan until such
time as such account is exhausted. Until such time as the assets applicable to a
Participant's General Account under the Prior Plan were transferred to the Trust
Fund under this Plan, benefit payments payable on account of such Participants
under this Plan were paid from and charged to said Participant's General Account
under the Prior Plan until such time as said Participant's General Account was
exhausted. Any benefit payments due to a Participant thereafter shall be paid
from the Trust Fund.
Exhibit B
17
<Page>
(e) Prior Plan Account Value. For each participant who is
entitled to a benefit under this Article IV and who has elected not to receive a
lump sum distribution of such Participant's Prior Plan Account, the dollar value
of such Participant's Prior Plan Account determined as of the last day of the
quarter of any Plan Year coincident with or next preceding the date as of which
the benefits are to commence under the Plan. For any other Participant, the
Prior Plan Account Value of such Participant shall be the dollar value of the
Participant's Prior Plan Account determined as of the last day of the quarter of
any Plan Year coincident with or next preceding the date on which the
Participant has a Break In Service. In each case, a Participant's Prior Plan
Account Value shall not be less than the value of the Participant's General
Account under the Prior Plan as of December 31, 1975, increased by seven percent
(7%) annually, compounded, to the date of determination described above, which
minimum value shall not be dependent on the earnings of the Employer during such
period. If the last day of the quarter coincident with or next preceding a
determination data described above is not the same as the last day of the Plan
Year, the Plan Administrator may determine a Participant's Prior Plan Account
Value on the basis of a ratio reflective of the change in net worth of the
assets of all such Prior Plan Accounts since the last adjustment of the
Participant's Prior Plan Accounts, in accordance with the procedures described
in paragraph (c).
(f) Prior Plan Account Value Annuity. A monthly benefit equal
to the Prior Plan Account Value, increased with PBGC interest, compounded
annually, to the first of the month following the 65th birthday of the
Participant or Beneficiary, as the case may be, and multiplied by the following
percentage based on such PBGC interest. PBGC interest means the annual rate of
interest used by the Pension Benefit Guaranty Corporation for purposes of
valuing immediate annuities under plans terminating during the month preceding
the earlier of (a) the month of payment of such Prior Plan Account Value and (b)
the month benefits commence under the Plan.
<Table>
<Caption>
PBGC INTEREST PBGC INTEREST
RATE PERCENTAGE RATE PERCENTAGE
------------- ------------- ---- ----------
6.00% or less 0.84% 8.75% 1.00%
6.25% 0.85% 9.00% 1.02%
6.50% 0.87% 9.25% 1.04%
6.75% 0.88% 9.50% 1.05%
7.00% 0.90% 9.75% 1.07%
7.25% 0.91% 10.00% 1.08%
7.50% 0.93% 10.25% 1.10%
7.75% 0.94% 10.50% 1.11%
8.00% 0.96% 10.75% 1.13%
8.25% 0.98% 11.00% or more 1.15%
8.50% 0.99%
</Table>
Exhibit B
18
<Page>
(g) Distribution on Termination. Notwithstanding any
provisions of the Plan to the contrary, upon termination of the Plan that
portion of any assets then held in the Pension Fund allocable to Participants
and their Beneficiaries shall be allocated so that first priority shall be given
to the payment of benefits to Participants having Prior Plan Accounts in an
amount which shall be no less than the Participant's Prior Plan Account Value
remaining on the date of termination.
(h) Benefits on Termination; Death Benefits.
(1) If, at the time of termination of the Participant's
employment for any reason (including death), a Participant, or Beneficiary in
case of death, is not entitled to any benefit under Article IV of the Plan, then
the Participant's Profit Sharing Plan Account Value shall be paid to the
Participant or to the Participant's Beneficiary, as the case may be. The
Participant, subject to the consent provisions of Article VIII, or the
Participant's Beneficiary, may elect to receive a lump sum, and upon payment of
such lump sum the Participant and the Participant's Beneficiaries thereunder
shall not be entitled to any further benefit on account of the Participant's
Profit Sharing Plan Account. The Beneficiary of a married Participant shall
automatically be the Participant's Spouse. If a Participant is rehired by the
Employer and subsequently becomes entitled to benefits under Article IV of the
Plan, any benefit the Participant or the Participant's Beneficiary would
otherwise be entitled to receive shall be reduced by the Participant's Profit
Sharing Plan. Account Value Annuity based on the Participant's Profit Sharing
Plan Account Value previously distributed to the Participant or the
Participant's Beneficiary.
(2) If at the time of termination of the Participant's
employment for any reason other than death, the Participant is entitled to a
benefit under the Plan, then the monthly retirement benefit payable to the
Participant shall not be less than the Participant's Profit Sharing Plan Account
Value Annuity. Subject to the consent provisions of the Plan, the Participant
may elect to receive in a lump sum the Participant's Profit Sharing Account
Value at such termination of employment, and upon payment of such lump sum any
benefit the Participant would otherwise be entitled to receive shall be reduced
by the Participant's Profit Sharing Plan Account Value Annuity.
(3) If at the time of a Participant's death, the
Participant's Spouse is entitled to a benefit under the Plan, then the monthly
benefit payable to the Spouse under the Plan shall not be less than the Profit
Sharing Plan Account Value Annuity. The Spouse may elect to receive in a lump
sum the Participant's Profit Sharing Plan Account Value, and upon payment of
such lump sum any benefit the Spouse would otherwise be entitled to receive
under Article IV shall be reduced by the Profit Sharing Plan Account Value
Annuity.
(4) Upon cessation of all benefit payments payable to a
Participant or the Participant's Beneficiary entitled to benefits who has not
elected to receive a lump sum payment of the Participant's Profit Sharing Plan
Account Value, the Participant's Beneficiary, or the estate of such Beneficiary,
shall be paid in a Lump sum the excess, if any, of the
Exhibit B
19
<Page>
Participant's Profit Sharing Plan Account Value over the aggregate of the
benefits paid under the Plan to the Participant and the Participant's
Beneficiary.
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the
exceptions below, the maximum Annual Benefit payable to a Participant under this
Plan in any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's
Compensation averaged over the three consecutive Limitation Years (or the actual
number of Limitation Years for Employees who have been employed for less than
three consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary,
the maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit", payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
(c) Notwithstanding anything in this Article to the contrary,
if the Plan was in existence on May 6, 1986, and had complied at all times with
the requirements of Code Section 415, the maximum Annual Benefit for any
individual who is a Participant as of the first day of the Limitation Year
beginning after December 31, 1986, shall not be less than the Current Accrued
Benefit. "Current Accrued Benefit" shall mean a Participant's Accrued Benefit
under the Plan, determined as if the Participant had separated from service as
of the close of the last Limitation Year beginning before January 1, 1987, when
expressed as an Annual Benefit within the meaning of Code Section 415(b)(2). In
determining the amount of a Participant's Current Accrued Benefit, the following
shall be disregarded: (1) any change in the terms and conditions of the Plan
after May 5, 1986, and (2) any cost of living adjustment occurring after May 5,
1986.
(d) The dollar limitation under Code Section 415(b)(1)(A)
stated in paragraph (a)(1) above shall be adjusted annually as provided in Code
Section 415(d) pursuant to the Regulations. The adjusted limitation is effective
as of January 1st of each calendar year and is applicable to Limitation Years
ending with or within that calendar year.
(e) The limitation stated in paragraph (a)(2) above for
Participants who have separated from service with a non-forfeitable right to an
Accrued Benefit shall be
Exhibit B
20
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adjusted annually as provided in Code Section 415(d) pursuant to the Regulations
prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a
member of a controlled group of corporations, trades or businesses under common
control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
modified by Code Section 415(h)) or is a member of an affiliated service group
(as defined by Code Section 414(m)), all employees of such employers shall be
considered to be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code
Section 413(c) plan, all employers of a participant who maintain this Plan will
be considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's
social Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is consistent with the reduction for old-age insurance
benefits commencing before the Social Security Retirement Age under the Social
Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years
beginning prior to January 1, 1987, the $90,000 limit shall not be reduced if
the annual benefit begins on or after age 62. If the Annual Benefit begins
before age 62, the $90,000 limitation shall be reduced by each month benefits
commence before the Participant attains age 62 so that it is the Actuarial
Equivalent of the $90,000 limitation beginning at age 62. However, the $90,000
limitation shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after
age 55, or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age 55 if the Annual Benefit commences prior to age 55.
For purposes of adjusting the $90,000 limitation
applicable prior to age 62 or the $75,000 limitation applicable prior to age 55,
the adjustment shall be made pursuant to the general principles set forth in
this Plan for determining Actuarial Equivalence except that the interest rate
assumption shall be the greater of five percent (5%) or the rate
Exhibit B
21
<Page>
specified in Schedule A hereto and the mortality decrement shall be ignored to
the extent that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's
Social Security Retirement Age or for Plan Years beginning prior to January 1,
1987, age 65, the $90,000 limitation shall be increased so that it is the
Actuarial Equivalent of the $90,000 limitation at the Participant's Social
Security Retirement Age (or for Plan Years beginning prior to January 1, 1987,
age 65).
(d) If the Annual Benefit begins before age 62, then the
$90,000 limitation shall be reduced so that it is the Actuarial Equivalent of
the $90,000 limitation beginning at age 62. However, the $90,000 shall not be
actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after
age 55, or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age 55 if the Annual Benefit commences prior to age 55.
For purposes of adjusting the $90,000 limitation applicable
prior to age 62 or the $75,000 limitation applicable prior to age 55, the
adjustment shall be made pursuant to the general principles used herein for
determining the Actuarial Equivalent except that the interest rate assumption
shall be the greater of five percent (5%) or the rate specified in Schedule A
hereto and the mortality decrement shall be ignored to the extent that a
Forfeiture does not occur at death.
(e) For purposes of adjusting the Annual Benefit to a
Straight Life annuity, the adjustment shall be made pursuant to Section 2.2
except that the interest rate assumption shall be the greater of five percent
(5%) or the rate specified in Schedule A hereto.
(f) For purposes of adjusting the $90,000 limitation
applicable after age 65, the adjustment shall be made the Actuarial Equivalent
except that the interest rate assumption shall be the lesser of five percent
(5%) or the rate specified in Schedule A hereto and the mortality decrement
shall be ignored to the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation
applicable after the Participant's Social Security Retirement Age (or for Plan
years beginning prior to January 1, 1987, age 65) the adjustment shall be made
for the Actuarial Equivalent except that the interest rate assumption shall be
the lesser of five percent (5%) or the rate specified in Schedule A hereto and
the mortality decrement shall be ignored to the extent that a Forfeiture does
not occur at death.
Exhibit B
22
<Page>
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required
for Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement
Survivor Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit Not in Excess of $10,000: This Plan may pay
an Annual Benefit to any Participant in excess of his maximum Annual Benefit if
the Annual Benefit derived from Employer contributions under this Plan and all
other defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
5.4. Participation or Service Reductions: If a Participant has
less than ten (10) Years of Participation in the Plan at the time he begins to
receive benefits under the Plan, the limitations in Sections 5.1(a)(1) and 5.2
shall be reduced by multiplying such limitations by a fraction (a) the numerator
of which is the number of years of participation (or part thereof) in the Plan,
and (b) the denominator of which is ten (10); provided, however, that said
fraction shall in no event be less than 1/10th. The limitations of Sections
5.1(a)(2) and 5.3 shall be reduced in the same manner except the preceding
sentence shall be applied with respect to Years of Service with the Employer
rather than years of Participation in the Plan. Additionally, to the extent
provided in Regulations, for years beginning after December 31, 1986, the above
described reductions to the limitations in Sections 5.1(a)(1) (except for
purposes of Section 5.5(c)(2)) and 5.2 shall be applied separately with respect
to each change in the benefit structure of the Plan adopted before August 3,
1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(f) below, if a
Participant is (or has been) a participant in one or more defined benefit plans
and one or more defined contribution plans maintained by the Employer, the sum
of the defined benefit plan fraction and the defined contribution plan fraction
for any Limitation Year may not exceed 1.0.
(b) (1) The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans (whether terminated or not) maintained by the
Employer, and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation determined for the Limitation Year under
Code Sections 415(b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415(b).
Exhibit B
23
<Page>
Notwithstanding the above, if the Participant was a
Participant as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986, the denominator of this
fraction will not be less than one hundred twenty-five percent (125%) of the sum
of the annual benefits under such plans which the Participant had accrued as of
the close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of such plans after May 5,
1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section 415
for all Limitation Years beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code
Section 415, the "projected annual benefit" for any Participant is the benefit,
payable annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
(3) For purposes of applying the limitations of Code
Section 415, "protected current accrued benefit" for any Participant in a
defined benefit plan in existence on July 1, 1982 will be the accrued benefit,
payable annually, provided for under question T-3 of Internal Revenue Service
Notice 83-10.
(c) (1) The defined contribution plan fraction is a fraction,
the numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419(e) or individual medical accounts,
as defined in Code Section 415(1)(2), maintained by the Employer, and the
denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
"maximum aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or thirty-five
percent (35%) of the Participant's Section 415 Compensation for such Limitation
Year.
If the Employee was a participant as of the end of the first
day of the first Limitation year beginning after December 31, 1986, in one or
more defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted fit
the sum of this fraction and the defined benefit fraction would otherwise exceed
1.0 under the terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0
multiplied by
Exhibit B
24
<Page>
(ii) the denominator of this fraction will be permanently
subtracted from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding any changes
in the terms and conditions of such plans made after May 5, 1986, but using the
Section 415 limitation applicable to the first Limitation Year beginning on or
after January 1, 1987.
The annual addition for any Limitation Year beginning before
January 1, 1987, will not be recomputed to treat all Employee contributions as
annual additions.
(2) Notwithstanding the foregoing, the numerator of the
defined contribution plan fraction will be adjusted pursuant to Regulation
1.415-7(d)(1) and questions T-6 and T-7 of Internal Revenue Service Notice
83-10.
(3) For defined contribution plans in effect on or before
June 1, 1982, the Plan Administrator may elect, for any Limitation Year ending
after December 31, 1982, that the amount taken into account in the denominator
for every Participant for all Limitation Years ending before January 1, 1983
will be an amount equal to (A) the denominator for the Limitation Year ending in
1982 determined under the law in effect for the Limitation Year ending in 1982,
multiplied by (B) the "transition fraction".
(4) For purposes of the preceding paragraph, the term
"transition fraction" will mean a fraction (A) the numerator of which is the
lesser of (i) $51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981, and (B)
the denominator of which is the Lesser of (i) 341,500 or (ii) twenty-five
percent (25%) of the Participant's 415 Compensation for the Limitation Year
ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation
Year in which the Plan is a Top-Heavy Plan, $41,500 will be substituted for
$51,875 in determining the "transition fraction" unless the extra minimum
allocation is being provided under the Plan pursuant to Code Section 416(h)(2).
However, for any Limitation Year in which this Plan is a Super Top-Heavy Plan,
$41,500 will be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in paragraphs (b)(1)
and (c)(1) unless the extra minimum allocation is being provided hereunder
pursuant to Code Section 416(h)(2). However, for any Limitation Year in which
the Plan is a Super Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-Five Percent (125%)" in any event.
(e) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction will exceed 1.0 in any Limitation Year for
any Participant, the Plan
Exhibit B
25
<Page>
Administrator will adjust the numerator of the defined benefit plan fraction so
that the sum of both fractions will not exceed 1.0 in any Limitation Year for
such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for
One Hundred Twenty-five Percent (125%) and $41,500 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any Limitation Year, such Participant will be subject to the following
restrictions for each future Limitation Year until the 1.0 limitation is
satisfied:
(i) the Participant's Accrued Benefit under the defined
benefit plan will not increase,
(ii) no annual additions may be credited to a
Participant's accounts, and
(iii) no Employee contributions (voluntarily or
mandatory) will be made under any defined benefit plan or any defined
contribution plan of the Employer.
5.6. Incorporation By Reference: Notwithstanding anything
contained in this Section to the contrary, the limitations, adjustments and
other requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and
nonforfeitable interest in his or her Accrued Benefit attributable to Employer
contributions in accordance with the following schedule, based upon Years of
Vesting Service with the Employer, provided that if a Participant is not already
fully vested, he or she will become so upon attaining Normal Retirement Age or
Early Retirement, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989;)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 5 0%
5 or more 100%
</Table>
Exhibit B
26
<Page>
VESTING SCHEDULE
(for Employees not credited with at least one (1).
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 10 0%
10 or more 100%
</Table>
6.2. Top-Heavy Vesting: Notwithstanding the vesting provided for
above, for any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of
any Participant who has one (1) Hour of Service after the Plan becomes a
Top-Heavy Plan will be a percentage of the Participant's Accrued Benefit
determined on the basis of the Participant's number of Years of Vesting Service
according to the following schedule:
TOP-HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
Plan, the Administrator will revert to the vesting schedule in effect before
this Plan became a Top-Heavy Plan. Any such reversion will be treated as a Plan
amendment. The vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA compliance date or when the
Plan is not a Top-Heavy Plan.
6.3. Service Computation Period:
For vesting purposes. Years of Vesting Service and Breaks in
Service will be measured by reference to the 13 consecutive month period
commencing in the Employee's Employment Commencement Date. Each subsequent 12
consecutive month period will commence on the anniversary of such date.
Exhibit B
27
<Page>
6.4. Service Credit: All Years of Vesting Service with the
Employer are counted to determine the nonforfeitable vested percentage in such
Employee's Employer-provider Accrued Benefit.
6.5. Vesting Break in Service: If any Participant is re-employed
after a Break in Service, Years of Vesting Service prior to the Break in Service
will be counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the
post-break Employer-provided Accrued Benefit only if either:
(a) such Participant has a nonforfeitable interest in the
Accrued Benefit attributable to Employer contributions at the time of separation
from service:
(b) upon the Participant's return to service, the Participant
completes one (1) Years of Vesting Service; or
(c) upon the Participant's return to service, the number of
consecutive Breaks in Service is less than the greater of (1) the number of
prior Years of Vesting Service (disregarding any Years of Vesting Service that
were excluded because of a previous Break in Service, or (2) five (5) years.
6.6. Vesting on Distribution Before Break in Service; Cash-outs:
(a) If a Participant terminates employment and the value of
the Participant's vested Accrued Benefit derived from Employer contributions is
not greater than $3,500, the Participant will receive a distribution of the
value of the entire vested portion of such Accrued Benefit and the nonvested
portion will be treated as a forfeiture. For purposes of this Article, if the
present value of an Employee's vested Accrued Benefit is zero, the Employee
shall be deemed to have received a distribution of such vested Accrued Benefit.
(b) If a Participant terminates employment, and elects to
receive the value of his or her vested Accrued Benefits, the nonvested portion
will be treated as a Forfeiture. If the Participant elects to have distributed
less than the entire vested portion of the Accrued Benefit derived from Employer
contributions, the part of the nonvested portion that will be treated as a
Forfeiture is the total nonvested portion multiplied by a fraction, the
numerator of which is the amount of the distribution attributable to Employer
contributions and the denominator of which is the total value of the vested
Employer-derived Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting
schedule is amended, or the Plan is amended in any way that directly or
indirectly affects the computation of the Participant's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule, each Participant with at least three (3) Years of
Service with the Employer may elect, within a reasonable period after the
adoption of the
Exhibit B
28
<Page>
amendment or change, to have the nonforfeiture percentage computed under the
Plan without regard to such amendment or change. For Participants who do not
have at least one (1) Hour of Service in any Plan Year beginning after December
31, 1988, the preceding sentence will be applied by the substitution of "5 Years
of Service" for "3 Years of Service" where such language appears.
The period during which the election may be made will commence
with the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's
vesting schedule or computation of a Participant's nonforfeitable percentage
shall apply to a Participant unless such Participant is credited with an Hour of
Service on or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No
amendment to the Plan will be effective to the extent that it has the effect of
decreasing a Participant's Accrued Benefit. Notwithstanding the preceding
sentence, a Participant's Accrued Benefit may be reduced to the extent permitted
under Section 412(c)(8) of the Code. For purposes of this Section, a Plan
amendment which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amended is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to this
Section shall not be subject to divestiture for cause.
Exhibit B
29
<Page>
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the Participant
with a notice of rights of payment no less than thirty (30) and no more than
ninety (90) days before the Participant's Annuity Starting Date. Such notice
shall be in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution.
Such notice shall be given to the Participant in person or shall
be mailed to the Participant's current address as reflected in the Employer's
records.
7.2. Waiver of Thirty (30) Day Notice Period: Notwithstanding the
provisions of Section 7.1 above, if a distribution is one to which Code Sections
401(a)(11) and 417 do not apply, such distribution may commence less than thirty
(30) days after the notice required under Regulation Section 1.411(a)-11(c) is
given, provided that:
(a) the Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice,
affirmatively elects the distribution.
7.3. Automatic Form Of Payment:
(a) General Rule: The automatic form of retirement benefit
payment hereunder for a Participant who does not die prior to his Annuity
Starting Date will be a Qualified Joint and Survivor Annuity for a Participant
who is married or a Straight Life Annuity for a Participant who is unmarried.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1. above. The amount of
the monthly benefit payable in the form of a Qualified Joint and Survivor
Annuity shall be the Actuarial Equivalent of the amount which would have been
payable under a Straight Life Annuity determined by reference to Schedule A
hereto.
Exhibit B
30
<Page>
(b) Immediate Cash-out for De Minimis Benefits: If the value
of the Participant's vested Accrued Benefit derived from Employer and Employee
contributions (other than qualified voluntary contributions) does not exceed or
did not at the time of any prior distribution exceed $3,500, the Participant
will receive a single sum distribution in cash or property of the value of the
entire vested Accrued Benefit. For purposes of this Article, if the value of a
Participant's vested Accrued Benefit is zero, the Participant will be deemed to
have received a distribution of such vested Accrued Benefit.
7.4. Optional Forms of Benefit:
(a) If the value of a Participant's vested Accrued derived
from Employer and Employee contributions exceeds or at the time of any prior
distribution exceeded $3,500, the Participant, or if the Participant is married,
the Participant with the consent of the Participant's Spouse, may elect not to
receive his or her vested Accrued Benefit in the automatic form of payment
described above and may direct the Trustees to distribute the Participant's
vested Accrued Benefit in one or more of the following modes of payment:
(1) Straight Life Annuity;
(2) Single Life Annuity with ten years certain;
(3) Fifty percent (50%) Joint and Survivor Annuity;
(4) One Hundred percent (100%) Joint and Survivor
Annuity; or
(5) Seventy-five percent (75%) Joint and Survivor
Annuity.
(6) With respect to any Participant who shall have
received a distribution of his or her benefits under the Prior Plan and whose
remaining vested Accrued Benefits hereunder have a value less than $3,500, a
single sum distribution in cash or property of the value of the entire remaining
vested Accrued Benefit.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1 above. The amount of
the monthly benefit payable under the other options shall be the Actuarial
Equivalent of the amount which would have been payable under a Straight Life
Annuity calculated by reference to the factors set forth in Schedule A hereto.
(b) Any election to receive Accrued Benefits prior to the
earlier of Normal Retirement Age or age sixty-two (62) or in a form other than
the Automatic Form of Benefit will be subject to the notice and consent
requirements of the Article herein entitled "Joint and Survivor Annuity
Requirements."
Exhibit B
31
<Page>
(c) The terms of any annuity contract purchased and
distributed to a Participant shall comply with the requirements of the Plan. Any
annuity contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended
in accordance with the rules set forth in the Section below captioned
"Suspension of Benefits", or as otherwise specifically set forth herein, the
amount of any form of benefit under the terms of this Plan will be the Actuarial
Equivalent of the Participant's Accrued Benefit in the Normal Form commencing at
Normal Retirement Age.
7.6. Distributions to Inactive Participants:
Distribution of benefits due to an Inactive Participant shall
be made upon the occurrence of an event which would result in the distribution
had the Participant remained in the employ of the Employer (upon the
Participant's death, Disability, Early or Normal Retirement).
7.7. Payment Without Participant Consent:
(a) In the event that the Participant has terminated
employment and the Participant (and the Participant's Spouse, if applicable)
neither consents to receive a Plan distribution nor elects to defer receipt of a
Plan distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator
may, upon the Participant's termination of employment, distribute an annuity
contract to the Participant which provides that payments thereunder shall not
commence until a later date if such annuity contract satisfies the requirements
of Sections 401(a)(11) and 417 of the Code.
7.8. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributed if any part
of the Accrued Benefit could be distributed to the Participant (or surviving
Spouse) before the Participant attains (or would have attained whether or not
deceased) the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued
Benefit derived from Employer and Employee contributions exceeds (or at the time
of any prior distribution exceeded) $3,500, and the Accrued Benefit is
immediately distributable, the Participant and his or her Spouse (or where
either the Participant or the Spouse has died, the
Exhibit B
32
<Page>
survivor) must consent to any distribution of such Accrued Benefit. The consent
of the Participant and the Spouse shall be obtained in writing within the 90-day
period ending on the Annuity Starting Date. The Plan Administrator shall notify
the Participant and the Participant's Spouse of the right to defer any
distribution until the Participant's Accrued Benefit is no longer immediately
distributable. Such notification shall include a general description of the
material features, and an explanation of the relative values of, the optional
forms of benefit available under the Plan in a manner that would satisfy the
notice requirements of Code Section 417(a)(3), and shall be provided no less
than 30 days and no more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415.
7.9. Limitation of Benefits on Plan Termination: The restrictions
of paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a)4-5(c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of
each Highly Compensated Participant and each former Highly Compensated Employee
shall be limited to benefit which is nondiscriminatory within the meaning of
Code Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the
monthly payments made from the Plan to Highly Compensated Employees and to
former Highly Compensated Employees who are among the twenty-five most highly
paid Employees with the greatest Compensation in the current or any prior year,
shall be limited to an amount equal to the monthly payments that would be made
on behalf of the Employee under a Straight Life Annuity that is the Actuarial
Equivalent of the sum of the Employee's Accrued Benefit, the Employee's other
benefits under the Plan (other than a social security supplement, within the
meaning of Section 1.411(a)-7(c)(4)(ii) of the Regulations) and the amount the
Employee is entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however,
if
(1) after payment of benefits to an Employee described
above, the value of Plan assets equals or exceeds one hundred ten percent (110%)
of the value or current liabilities, as defined in Code Section 412(d)(7),
Exhibit B
33
<Page>
(2) the value of benefits provided under the Plan for an
Employee described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to
any Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall
include loans in excess of the amounts set forth in Code Section 72(p)(2)(A),
any periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in
full to the affected Employee if prior to receipt of the restricted amount the
Employee enters into a written agreement with the Plan Administrator to secure
repayment to the Plan of the restricted amount. The restricted amount is the
excess of the amounts distributed to the Employee (accumulated with reasonable
interests) over the amounts that could have been distributed to the Employee
under the Straight Life Annuity described in Section 4.1 of the Plan
(accumulated with reasonable interest). The Employee may secure repayment of the
restricted amount upon distribution by: (1) entering into an agreement for
promptly depositing in escrow with an acceptable depository property having a
fair market value equal to at least one hundred twenty-five percent (125%) of
the restricted amount, (2) providing a bank letter of credit in an amount equal
to at least one hundred percent (100%)of the restricted amount, or (3) posting a
bond equal to at least one hundred percent (100%) percent of the restricted
amount. If the employee elects to post bond, the bond will be furnished by an
insurance company, bonding company or other surety for federal bonds.
The escrow arrangement may provide that an Employee may withdraw
amounts in excess of tone hundred twenty-five percent (125%) of the restricted
amount. If the market value of the property in an escrow account falls below one
hundred ten percent (110%) of the remaining restricted amount, the Employee must
deposit additional property to bring the value of the property held by the
depositary up to one hundred twenty-five percent (125%) of the restricted
amount. The escrow arrangement may provide that Employee may have the right to
receive any income from the property placed in escrow, subject to the Employee's
obligation to deposit additional property, as set forth in the preceding
sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or
bank that the Employee (or the Employee's estate) is to longer obligated to
repay any restricted amount, a depositary may redeliver to the Employee any
property held under an escrow agreement, and a surety or bank may release any
liability on an Employee's bond or letter of credit.
Exhibit B
34
<Page>
7.10. Early Plan Termination Restrictions: Notwithstanding any
provision in this Plan to the contrary, prior to the Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this
Section or his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i)
$20,000, or (ii) an amount equal to 20% of the first $50,000 of the
Participant's annual Compensation multiplied by the number of years from the
effective date of the Plan to the earlier of (A) the date of termination of the
Plan, or (B) the date the benefit of the Participant becomes payable or (C) the
date of a failure on the part of the Employer to meet the full current costs of
the Plan; or
(2) if a Participant is a "substantial owner" (as defined
in ERISA Section 4022(b)(B)(A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the
present value of the maximum benefit provided in ERISA Section 4022(b)(3)(B),
determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs
thereof have not been met at any time within ten (10) years after the effective
date, the benefits which any of the Participants described in this Section may
receive from the Employer's contribution shall not exceed the benefits set forth
in paragraph (a) above. If at the end of the first ten (10) years the full
current costs are not met, the restrictions will continue to apply until the
full current costs are funded for the first time.
(c) If a Participant described in this Section leaves the
employ of the Employer or withdraws from participation in the Plan when the full
current costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
(d) These conditions shall not restrict the full payment of
any survivor's benefits on behalf of a Participant who dies while in the Plan
and the full current costs have been met.
Exhibit B
35
<Page>
(e) These conditions shall not restrict the current payment
of full retirement benefits called for by the Plan for any retired Participant
while the Plan is in full effect and its full current costs have been met,
provided an agreement, adequately secured, guarantees the repayment of any part
of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant
shall have been suspected or limited in accordance with the limitations of
paragraphs (a), (b) and (c) above because the full current costs of the Plan
shall not then have been met, and if such full current costs shall thereafter be
met, then the full amount of the benefits payable to such Participant shall be
resumed and the parts of such benefits which have been suspended shall then be
paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c)
above, if on the termination of the Plan within the first ten (10) years after
the effective date, the funds, contracts, or other property under the Plan are
more than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section for such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by statute, or
the Treasury Department or the Internal Revenue Service should provide by
regulation or ruling, that the limitations provided for in this Article are no
longer necessary in order to meet the requirements for a qualified pension plan
under the Code as then in effect, the limitations in this Article shall become
void and shall no longer apply without the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to an
Employee subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least one hundred twenty-five percent (125%) of the amount which would be
repayable if the Plan had terminated on the date of distribution of such lump
sum. If the fair market value of the property falls below one hundred ten
percent (120%) of the amount which would then be repayable if the Plan were then
to terminate, the distributee shall deposit additional property to bring the
value of the property to one hundred twenty-five percent (125%) of such amount.
Exhibit B
36
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In the event of the termination or partial termination of this
Plan, the rights of all affected Employees to benefits accrued to the date of
such termination or partial termination (to the extent funded as of such date)
shall be nonforfeitable.
7.11. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which would have been suspended under the
preceding sentence as if the Employee had been receiving benefits since Normal
Retirement Age.
(b) Resumption of Payment. If benefit payments have been
suspended, payments shall resume no later than the first day of the third
calendar month after the calendar month in which the Employee ceases to be
employed in "service" as defined in ERISA Section 203(a)(3)(B). The initial
payment upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during the period
between the cessation of "service" under Section 203(a)(3)(B) of ERISA and the
resumption of payments.
(c) Notification. No payment shall be withheld by the Plan
pursuant to this Section unless the Plan Administration notifies the Employee by
personal delivery or first class mail during the first calendar month or payroll
period in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits. Requests for
such reviews may be considered in accordance with the claims procedure adopted
by the Plan pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a Straight Life Annuity or a Qualified Joint and Survivor Annuity, an amount
equal to the portion of a monthly benefit payment derived from Employer
contributions.
(2) Other Benefit Forms. In the case of a benefit payable
in a form other than the form described in Section (1) above, an amount equal to
the Employer-
Exhibit B
37
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provided portion of benefit payments for a calendar month in which the Employee
is employed in ERISA Section 203(a)(3)(B) service, equal to the lesser of
(i) The amount of benefits which would have been
payable to the Employee if he or she had been receiving monthly benefits under
the Plan since actual retirement based on a Straight Life Annuity commencing at
actual retirement age; or
(ii) The actual amount paid or scheduled to be paid
to the Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the
minimum benefit to which the participant is entitled under the top-heavy rules
of the Section entitled "Minimum Benefit for Top Heavy Plan."
7.12. Restrictions on Commencement Of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of
benefits will begin no later than the 60th day after the later of the close of
the Plan Year in which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which
the Participant commenced participation in the Plan; or
(3) the Participation terminates service with the
Employer.
(b) Notwithstanding the foregoing, the failure of a
Participant and the Participant's Spouse, if any, to consent to a distribution
while a benefit is payable under the Article entitled "Plan Benefits", will be
deemed an election to defer commencement of payment of any benefit sufficient to
satisfy this paragraph.
7.13. Minimum Distribution Requirements: All distributions
required under this Article will be determined and made in accordance with the
minimum distribution requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a)(9)-2. Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiplies found in
Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a
Participant must be distributed or begin to be distributed no later than the
Participant's required beginning date.
Exhibit B
38
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(1) General Rule: The "required beginning date" of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70-1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70-1/2 before 1988 will be determined in accordance
with (i) or (ii) below:
(i) Non-5-percent owners: The required beginning date
of a Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70-1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 70-1/2 during 1988 and
who has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of
a Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant
attains age 70-1/2, or
(B) the earlier of the calendar year with or
within which ends the Plan Year in which the Participant becomes a 5-percent
owner, or the calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for
purposes of this paragraph if such Participant is a 5-percent owner as defined
in Code Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is a Top-Heavy Plan) at any time during the
Plan Year ending with or within the calendar year in which such owner attains
age 66-1/2 or at any subsequent Plan Year.
(4) Once distributions have begun to a 5-percent owner
under this paragraph, distributions must continue, even if the Participant
ceases to be a 5-percent owner in a subsequent year.
(b) Limits on Distribution Periods: As of the first
distribution calendar year, distributions, if not made in a single sum, may only
be made over one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated
Beneficiary;
Exhibit B
39
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(3) a period certain not extending beyond the life
expectancy of the Participant; or
(4) a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning
Date:
(1) If a Participant's benefit is to be distributed over
(i) a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution selected must have assured that at least 50% of the Present Value
of the Accrued Benefit available for distribution was to be paid within the life
expectancy of the Participant.
(3) For calendar years beginning after 1988, the amount
to be distributed each year, beginning with distributions for the first
distribution calendar year, will not be less than the quotient obtained by
dividing the Participant's Accrued Benefit by the lesser of (i) the applicable
life expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of the Proposed Regulations Section 1.401(a)(9)-2. Distributions after the death
of the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulations Section
1.401(a)(9)-2.
(4) The minimum distribution required for the
Participant's first distribution calendar year must be made on or before the
Participant's required beginning date. The minimum distribution for other
calendar years, including the minimum distributions for the distribution
calendar year in which the Participant's required beginning date occurs, must be
made on or before December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be
distributed in the form of an annuity purchased from an insurance company, no
such annuity contract will be purchased unless the distributions thereunder will
be made in accordance with the requirements of Code Section 401(a)(9) and the
Proposed Regulations thereunder.
(6) For purposes of determining the amount of the
required distribution for the first distribution calendar year, the Accrued
Benefit to be used will be the
Exhibit B
40
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Accrued Benefit as of the last Valuation Date in the calendar year immediately
preceding the first distribution calendar year. For all other years, the Accrued
Benefit will be determined as of the last Valuation Date preceding such
distribution calendar year.
For purposes of this paragraph, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.14. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article
and subject to the requirements of the Article herein entitled "Joint and
Survivor Annuity Requirements", distribution on behalf of any Participant,
including a 5-percent owner, will be made in accordance with all of the
following requirements (regardless of when such distribution commences):
(1) The distribution by the Trust Fund is one which would
not have disqualified the Trust Fund under Code Section 401(a)(9) as in effect
prior to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by
the Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan
as of December 31, 1983; and
(5) The method of distribution designated by the
Participant or the Beneficiary specifies the time at which distributions will
commence, the period over which distributions will be made, and in the case of
any distribution upon the Participant's death, the beneficiaries of the
Participant listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.
(c) For any distribution which commences before January 1,
1984, but continues after December 31, 1983, the Participant or the Beneficiary
to whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution
Exhibit B
41
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was specified in writing and the distribution satisfies the requirements in the
sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution
must satisfy the requirements of Code Section 401(a)(9) and the Proposed
Regulations thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the Plan must distribute by the end of the
calendar year following the calendar year in which the revocation occurs the
total amount not yet distributed which would have been required to have been
distributed to satisfy Code Section 401(a)(9) and the Proposed Regulations
thereunder, but for an election under the Tax Equity and Fiscal Responsibility
Act ("TEFRA") Section 242(b)(2). For calendar years beginning after December 31,
1988, such distributions must meet the minimum distribution incidental benefit
requirements in Regulations Section 1.401(a)(9)-2. Any changes in the
designation will be considered to be a revocation of the designation. However,
the mere substitution or addition of another beneficiary (one not named in the
designation) under the designation will not be considered to be a revocation of
the designation so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, directly
or indirectly (for example, by altering the relevant measuring life. If an
amount is transferred or rolled over from one plan to another plan, the rules in
Q&A 1-2 and Q&A 1-3 of Proposed Treasury Regulations 1.401(a)(9)-2 will apply.
7.15 Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a
written designation of Beneficiary with the Employer upon becoming a Participant
in the Plan. Such designation will remain in force until revoked by the
Participant by filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant
dies after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning After Death: If the Participant
dies before distribution of benefits begins, distribution of the Participant's
Accrued Benefit will be completed by December 31 of the calendar year in which
occurs the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit
is payable to a designated Beneficiary, distributions may be made over the life
of, or over a period certain not greater than the life expectancy of, the
designated Beneficiary commencing on or before December 31 of the calendar year
immediately following the calendar year in which the Participant died.
Exhibit B
42
<Page>
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 70-1/2.
If the Participant has not made an election pursuant to this
paragraph prior to death, the Participant's designated Beneficiary must elect
the method of distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin under this
Section, or (2) December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death. If the Participant has no designated
Beneficiary, or if the designated Beneficiary does not elect a method of
distribution, distribution of the Participant's Accrued Benefit must be
completed by December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies
after the Participant but before payments to such Spouse begin, the provisions
of this paragraph, with the exception of such paragraph (2) therein, will be
applied as if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving Spouse if
the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.16. Date Distribution Deemed to Begin: For purposes of this
Article, distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.15(c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution in considered to begin
is the date distribution actually commences.
7.17. Distribution Pursuant to Qualified Domestic Relations
Orders: Notwithstanding any other provision regarding distributions or payment
of benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations Order ("QDRO") as
defined in ERISA and Code Section 414(p). Such distributions will be made only
in a form of benefit available under the Plan.
7.18. Payment to a Person Under a Legal Disability: Every person
receiving or claiming benefits under the Plan shall be conclusively presumed to
be mentally competent until the date on which the Plan Administrator received a
written notice, in a form and manner acceptable to the Plan Administrator, that
such person is incompetent, and that a guardian,
Exhibit B
43
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conservator or other person legally vested with the care of the person or estate
has been appointed; provided, however, that if the Plan Administrator shall find
that any person to whom a benefit is payable under the Plan is unable to care
for such person's affairs because of incompetency, any payment due (unless a
prior claim therefore shall have been made by a duly appointed legal
representative) may be paid to the spouse, a child, a parent, a brother or
sister, or to any person or institution deemed by the Plan Administrator to have
incurred expenses for such person otherwise entitled to payment. Any such
payment so made shall be a complete discharge of liability thereof under the
Plan. In the event a guardian or conservator of the estate of any person
receiving or claiming benefits under the Plan shall be appointed by a court of
competent jurisdiction, retirement payments may be made to such guardian or
conservator provided that proper proof of appointment and continuing
qualification is furnished in a form and manner acceptable to the Plan
Administrator. Any payment made on behalf of any such person as provided in this
Section shall be binding on such person and shall be in full discharge of any
obligation of such payment to such person.
7.19. Unclaimed Benefits Procedure: The Plan does not require
either the Trustees or the Employer to search for, or ascertain the whereabouts
of, any Participant or Beneficiary. The Employer, by certified or registered
mail addressed to the Participant's last known address of record with the
Employer, shall notify any Participant or Beneficiary that he or she is entitled
to a distribution under the Plan. If the Participant or Beneficiary fails to
claim benefits or make his or her whereabouts known in writing to the Employer
within twelve (12) months of the date of mailing of the notice, or before the
termination or discontinuance of the Plan, whichever should first occur, the
Employer shall treat the Participant's or Beneficiary's unclaimed Accrued
Benefit as a Forfeiture. If a Participant or Beneficiary who has incurred a
Forfeiture of his Accrued Benefit under the provisions of this Section makes a
claim at any time for his or her forfeited Accrued Benefit, the Employer shall
restore the Participant's or Beneficiary's forfeited Accrued Benefit within
sixty (60) days after the Plan Year in which the Participant or Beneficiary
makes the claim.
7.20. Direct Rollovers: This Section applies to distributions
made on or after January 1, 1993. Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a Distributee's election under this
part, a Distributee may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability Of Provisions: The provisions of this Article
will apply to any Participant who is credited with at least one Hour of Service
with the Employer on or after August 23, 1984 and such other Participants as
provided in this Article.
Exhibit B
44
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8.2. Payment Of Qualified Joint And Survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, within the 90-day period ending on the Annuity Starting Date, the vested
Accrued Benefit of a married Participant will be paid in the form of a Qualified
Joint and Survivor Annuity. Any other Participant's vested Accrued Benefit will
be paid in the form of a Straight Life Annuity.
8.3. Payment Of Qualified Pre-Retirement Survivor Annuity: Unless
an optional form of benefit has been selected within the election period
pursuant to a qualified, as defined herein, if a Participant dies before the
Annuity Starting Date, the Participant's vested Accrued Benefit will be paid to
the surviving Spouse in the form of a Qualified Pre-Retirement Survivor Annuity
if the Participant has been married to the same Spouse for at least
12-consecutive months. The surviving Spouse may elect to start benefits on any
first day of the month on or after the Earliest Retirement Date benefits could
have been paid to the Participant if he had ceased to be an Employee on the date
of his death and survived to retire. If the Spouse dies before the Qualified
Pre-Retirement Survivor Annuity starts, no death benefit will be payable from
the Participant's Accrued Benefit.
8.4. Notice Requirements For Qualified Joint And Survivor
Annuity: In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall, no less than thirty (30) days and no more than ninety (90)
days prior to the Annuity Starting Date, as defined below, provide each
Participant a written explanation of:
(a) the terms and conditions of a Qualified Joint and
Survivor Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
For purposes of this Section, the Annuity Starting Date will mean
the first day of the first period for which an amount is paid as an annuity,
whether by reason of retirement or disability.
8.5. Notice Requirements For Qualified Pre-Retirement Survivor
Annuity: In the case of a Qualified Pre-Retirement Survivor Annuity, the Plan
Administrator will provide each Participant within the applicable period for
such Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of the above Section
applicable to a Qualified Joint and Survivor Annuity. The applicable period for
a Participant is whichever of the following periods end last:
Exhibit B
45
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(a) the period beginning with the first day of the Plan Year
in which the Participant attains age thirty-two (32) and ending with the close
of the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35).
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to
apply to the Participant;
(d) a reasonable period ending after this Article first
applies to the Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable
period ending after the enumerated events described in paragraphs (b), (c) and
(d) is the end of the two (2) year period beginning one (1) year prior to the
date the applicable event occurs, and ending one (1) year after that date. In
the case of a Participant who separates from service before the Plan year in
which age thirty-five (35) is attained, notice will be provided within the two
(2) year period beginning one (1) year prior to separation and ending one (1)
year after separation from service. If such a Participant thereafter returns to
employment with the Employer, the applicable period for such Participant will be
re-determined.
8.6. Qualified Election: A qualified election will mean a waiver
of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing to the
election;
(b) the election designates a specific Beneficiary, including
any class of Beneficiaries or any contingent Beneficiaries, which may not be
changed without spousal consent (or the Spouse expressly permits designations by
the Participant without any further spousal consent);
(c) the election designates a form of benefit payment which
may not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the
election; and
Exhibit B
46
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(e) the Spouse's consent is witnessed by a Plan
representative or notary public.
If it is established to the satisfaction of the Plan
Administrator that there is no Spouse or that the Spouse cannot be located, a
waiver which complies with (b) and (c) above will be deemed a qualified
election. Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse can not be obtained) will be
effective only with respect to such Spouse. A consent that permits designations
by the Participant without any requirement of further consent by such Spouse
must acknowledge that the Spouse has the right to limit consent to a specific
Beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations will not be limited. No consent obtained under this provision will
be valid unless the Participant has received notice as provided in the
paragraphs below.
8.7. Election Period: The period which begins on the first day of
the Plan Year in which the Participant attains age thirty-five (35) and ends on
the date of the Participant's death. If a Participant separates from service
prior to the first day of the Plan Year in which age thirty-five (35) is
attained, with respect to the Accrued Benefit as of the date of separation, the
election period shall begin on the date of separation.
8.8. Pre-age Thirty-five (35) Waiver: None permitted.
8.9. Transitional Joint And Survivor Annuity Rules: Special
transition rules apply to Participants who were not receiving benefits on August
23, 1984.
(a) Any living Participant not receiving benefits on August
23, 1984, who would otherwise not receive the benefits prescribed by the
previous paragraphs of this Article, must be given the opportunity to elect to
have the prior Sections of this Article apply if such Participant is credited
with at least one (1) Hour of Service under this Plan or a predecessor plan in a
Plan Year beginning on or after January 1, 1976 and if such Participant had at
least ten (10) Years of Service for vesting purposes when the Participant
separated from service.
(b) Any living Participant not receiving benefits on August
23, 1984, who was credited with at least one Hour of Service under this Plan or
a predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities elect (as described in (a)
and (b) above) must be afforded to the appropriate Participants during the
period commencing
Exhibit B
47
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on August 23, 1984, and ending on the date benefits would otherwise commence to
said Participants.
(d) Any Participant who has elected pursuant to subparagraph
(b) and any Participant who does not elect under subparagraph (a) or who meets
the requirements of subparagraph (a) except that such Participant does not have
at least ten (10) Years of Service for vesting purposes on separation from
service, will have his or her Accrued Benefit distributed in accordance with all
of the following requirements if benefits would have been payable in the form of
a life annuity:
(1) Automatic Joint and Survivor Annuity. If benefits in
the form of a life annuity become payable is a married Participant who:
(i) begins to receive payments under the Plan on or
after Normal Retirement Age;
(ii) dies on or after Normal Retirement Age while
still working for the Employer;
(iii) begins to receive payments under the Plan on or
after the Qualified Early Retirement Age; or
(iv) separates from service on or after attaining
Normal Retirement Age (or the Qualified Early Retirement Age) and after
satisfying the eligibility requirements for the payment of benefits under the
Plan and thereafter dies before beginning to receive such benefits, such
benefits will be paid in the form of a Qualified Joint and Survivor Annuity,
unless the Participant has elected otherwise during the election period. The
election period must begin at least six (6) months before the Participant
attains Qualified Early Retirement Age and end not more than ninety (90) days
before the commencement of benefits. Any election hereunder must be in writing
and may be changed by the Participant at any time.
(2) Election of Early Survivor Annuity. A Participant who
is employed after attaining the Qualified Early Retirement Age will be given the
opportunity to elect, during the election period, to have an early survivor
annuity payable on death. If the Participant elects the early survivor annuity,
payments under such annuity must not be less than the payments which would have
been made to the Spouse under the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her death. Any election under
this provision will be in writing and may be changed by the Participant at any
time. The election period begins on the later of;
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
Exhibit B
48
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(ii) the date on which participation begins, and ends
on the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of;
(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
(ii) the first day of the 120th month beginning
before the Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of
the provisions herein concerning alienation of Plan benefits, the Plan will
honor and abide by the terms of a domestic relations order determined by the
Plan Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 424(p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which state the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the following an
order to be deemed a QDRO:
(1) The name and last known mailing address (if any) of
the Participant and of each alternate payee covered by the Order. However, if
the Order does not specify the current mailing address of the alternate payee,
but the Plan Administrator has independent knowledge of that address, the Order
may still be a valid QDRO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee, or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
(4) The specific plan (by name) to which the Order
applies.
Exhibit B
49
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(b) An Order shall not be deemed a QDRO if it requires the
Plan to provide:
(1) any type or form of benefit, or any option not
already provided for in the Plan;
(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the
Plan's earliest retirement provisions, or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not
be "Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt. The Plan Administrator
may then forward the Order to the Plan's legal counsel for an opinion as to
whether or not the Order is in fact "Qualified" as defined in Code Section
414(p). Within a reasonable time after receipt of the Order, not to exceed 60
days, the Plan's legal counsel shall make a determination as to its "Qualified"
status and the Participant and any alternate payee(s) shall be promptly notified
in writing of the determination.
(d) If the "Qualified" status of the Order is in question,
there will be a delay in any payout to any payee including the Participant,
until the status is resolved. In such event, the Plan Administrator shall
segregate the amount that would have been payable to the alternate payee(s) if
the Order had been deemed a QDRO. If the Order is not Qualified, or the status
is not resolved (for example, it has been sent back to the Court for
clarification or modification within 18 months beginning with the date the first
payment would have to be made under the Order, the Plan Administrator shall pay
the segregated amounts plus interest to the person(s) who would have been
entitled to the benefits had there been no Order. If a determination as to the
Qualified status of the Order is made after the 18-month period described above,
then the Order shall only be applied on a prospective basis. If the Order is
determined to be a QDRO, the Participant and alternate payee(s) shall again be
notified promptly after such determination. Once an Order is deemed a QDRO, the
Plan Administrator shall pay to the alternate payee(s) all the amounts due under
the QDRO, including segregated amounts plus interest which may have accrued
during a dispute as to the Order's qualification.
(e) The Earliest Retirement Age with regard to the
Participant against whom the Order is entered shall be the date the Participant
would otherwise first be eligible for benefits under the Plan.
Exhibit B
50
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ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans; Direct Rollovers:
Transfers and Direct Rollovers from other qualified plans are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class or to Another Division
Within the Eligible Class: Any Employee who is transferred to employment with an
Affiliated Employer and is no longer in the Eligible Class, or transferred to
employment with another division within the Eligible Class, shall receive credit
for such employment with the Affiliated Employer or other division for purposes
of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the other division, or the Affiliated Employer while not in the
Eligible Class, shall not be recognized or credited for purposes of determining
Years of Accrual Service hereunder, or for purposes of determining Years of
Accrual Service applicable to that division, as the case may be.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Benefit Formula: A transferred Employee's benefits
hereunder shall based on the benefit rate in effect and applicable to persons
terminating employment on the last day such Employee was in the Eligible Class.
11.2. Transfer From Salaried Employment. Any Employee who
transfers from salaried employment with an Affiliated Employer and becomes a
member of the Eligible Class shall receive credit for service with the
Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Accrual Service hereunder, provided there shall
be no duplication of benefits under this Plan and any other plan based on the
same period of service, and no more than one year shall be credited for benefit
computation purposes under this and other plans of the Employer.
Exhibit B
51
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(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
11.3. Transfer From Hourly Employment. Any Employee who transfers
from hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall not be recognized or credited for
purposes of determining Years of Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspend or terminate the Plan at any
time. However, no such action shall alter the Plan or its operation, in respect
to employees who are represented under a collective bargaining agreement in
contravention of the provision of any such agreement pertaining to pension
benefits as long as such agreement is in effect no amendment will authorize or
permit any part of the Trust Fund (other than any part that is required to pay
taxes and administration expenses) to be used for or diverted to purposes other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates; no amendment will cause any reduction in the Accrued Benefit of any
Participant or cause or permit any portion of the Trust Fund to revert to or
become the property of the Employer; except to the extent such amendment is
required to qualify or maintain the qualification of the Plan or to deduct or
maintain the deductibility of contributions made to the Plan under the
applicable sections of the Code. Any amendment will become effective as provided
therein upon its execution.
Exhibit B
52
<Page>
For the purposes of this paragraph, an amendment to the Plan
which has the effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits
provided to any Participant prior to the amendment
will be treated as reducing the Accrued Benefit of a Participant, except that an
amendment described in clause (b) (other than an amendment having an effect
described in clause (a)) will not be treated as reducing the Accrued Benefit of
a Participant to the extent so provided in Regulations or under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
12.2. Termination:
(a) The Employer, acting by its Board of Directors, shall
have the right to terminate the Plan by delivering to the Trustee and Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4042 for a Standard Termination or a
Distress Termination. Upon any termination (full or partial), all amounts shall
be allocated in accordance with the provisions hereof and the Accrued Benefit,
to the extent funded as of such date, of each affected Participant shall become
fully vested and shall not thereafter be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the
Trustee and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the
Participants, in cash or in kind, in a manner consistent with the requirements
of the Plan;
(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
Exhibit B
53
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(4) transfer of the assets of the Plan to another
qualified plan, provided that the trust to which the assets are transferred
permits the transfer to be made and, in the opinion of legal counsel for the
Employer, the transfer will not jeopardize the tax-exempt status of the Plan or
create adverse tax consequences for the Employer. The amounts transferred will
be fully vested at all times and will not be subject to forfeiture for any
reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all
"affected parties" (as defined in ERISA Section 4001(a)(21)) of the Employer's
intention to terminate the Plan and the proposed date of termination. Such
termination notice must be provided at least sixty (60) days prior to the
proposed termination date. However, in the case of a standard termination, it
shall not be necessary to provide such notice to the Pension Benefit Guaranty
Corporation (PBGC). As soon as practicable after the termination notice is
given, the Plan Administrator shall provide a follow-up notice to the PBGC
setting forth the following:
(i) a certification of an enrolled actuary of the
projected amount of the assets of the Plan as of the proposed date of final
distribution of assets, the actuarial present value of the "benefit liabilities"
(as defined in ERISA Section 4001(a)(16)) under the Plan as of the proposed
termination date, and confirmation that the Plan is projected to be sufficient
for such "benefit liabilities" as of the proposed date of final distribution;
(ii) a certification by the Plan Administrator that
the information provided to the PBGC and upon which the enrolled actuary based
his certification is accurate and complete; and
(iii) such other information as the PBGC may
prescribe by regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the follow-up notice
is sent to the PBGC, the Plan Administrator shall provide all Participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the
time the final distribution of assets occurs, the Plan is sufficient to meet all
"benefit liabilities" determined as of the termination date.
Exhibit B
54
<Page>
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all
"affected parties" of the Employer's intention to terminate the Plan and the
proposed date of termination. Such termination notice must be provided at least
60 days prior to the proposed termination date. As soon as practicable after the
termination notice is given, the Plan Administrator shall also provide a
follow-up notice to the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the
amount, as of the proposed termination date, of the current value of the assets
of the Plan, the actuarial present value (as of such date) of the "benefit
liabilities" under the Plan, whether the Plan is sufficient for "benefit
liabilities" as of such date, the actuarial present value (as of such date) of
benefits under the Plan guaranteed under ERISA Section 4022, and whether the
Plan is sufficient for guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient
for "benefit liabilities" as of such date, the name and address of each
Participant and Beneficiary under the Plan as of such date;
(iii) a certification by the Plan Administrator that
the information provided to the PBGC and upon which the enrolled actuary based
his certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe
by regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition
seeking liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date;
(iii) the Employer is the subject of a petition
seeking reorganization in a bankruptcy court or insolvency proceeding which has
not been dismissed as of the proposed termination date, and the bankruptcy court
(or such other appropriate court) approves the termination and determines that
the Employer will be unable to continue in
Exhibit B
55
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business outside a Chapter 11 reorganization process and that such termination
is necessary to enable the Employer to pay its debts pursuant to a plan of
reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by
the PBGC that the Plan is sufficient for "benefit liabilities" or for
"guaranteed benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044(a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase or irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation or any
other reason, such balance, if any, shall be returned to the Employer. In the
case of a "distress termination" in which the PBGC is unable to determine that
the Plan is sufficient for guaranteed benefits, the assets of the Plan shall
only be distributed in accordance with proceedings instituted by the PBGC.
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust
Fund for the Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to, any other plan and trust. In the event of a
merger, consolidation or transfer, each Participant must receive a benefit
immediately after the merger, consolidation or transfer (as if the Plan had then
been terminated) which is at least equal to the benefit each Participant would
have received if the Plan had terminated immediately before the transfer, merger
or consolidation. Such transfer, merger or consolidation may not otherwise
result in the elimination of reduction of any benefit protected under Code
Section 411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything
herein to the contrary, with the consent of the Employer, any other corporation
or entity, whether an affiliate or subsidiary or not, may adopt this Plan and
all of the provisions hereof, and participate herein and be known as a
Participating Employer, by a properly executed document evidencing said intent
and will of such Participating Employer.
Exhibit B
56
<Page>
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
(b) The Trustee may, but will not be required to commingle,
hold and invest as one Trust Fund all contributions made by Participating
Employers, as well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of
employment will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the
Employer or borne by the Trust Fund will be paid by each Participating Employer
in the same proportion that the total amount standing to the credit of all
Participants employed by such employer bears to the total amount standing to the
credit of all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be
deemed to be a part of this Plan; provided, however, that with respect to all of
its relations with the Trustee and Plan Administrator for purposes of this
Plans, each Participating Employer will be deemed to have designated irrevocably
the Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may
be transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions
made by a Participating Employer, as provided for in this Plan, will be
determined separately by each Participating Employer, and will be paid to and
held by the Trustee for the exclusive benefit of the Employees of such
Participating Employer and the Beneficiaries of such Employees, subject to all
the terms and conditions of this Plan. On the basis of the information furnished
Exhibit B
57
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by the Plan Administrator, the Trustee will keep separate books and records
concerning the affairs of each Participating Employer hereunder and as to the
accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one participating Employer to another,
the employing Employer will immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer
will be permitted to discontinue or revoke its participation in the Plan. At the
time of any such discontinuance or revocation, satisfactory evidence thereof and
of any applicable conditions imposed will be delivered to the Trustee. The
Trustee will thereafter transfer, deliver and assign Trust Fund assets allocable
to the Participants of such Participating Employer to such new trustee as will
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the Employees of said
Participating Employer. In no such event will any part of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees for such Participating
Employer.
13.7. Plan Administrator's Authority: The Plan Administrator will
have authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
ARTICLE XIV
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The Employer
is authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator or Trustee at any time and in its sole discretion appoint
a successor whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is responsible
for administering the Plan for the exclusive benefit of the Participants and
their Beneficiaries, subject to the specific terms of the Plan. The Plan
Administrator will manage, operate and administer the Plan in accordance with
the terms of the Plan and will have full power and authority to construe and
resolve all questions arising in connection with the administration,
interpretation, and application of the Plan. Any determination by the Plan
Administrator will be final and binding upon all persons, and unless it can be
shown to be arbitrary and capricious
Exhibit B
58
<Page>
will not be subject to "de novo" review. The Plan Administrator may establish
procedures, correct any defect, supply any information, or reconcile any
inconsistency in any manner and to any extent as it deems necessary to carry out
the purpose of the Plan; provided, however, that any procedure, discretionary
act, interpretation or construction be nondiscriminatory and based upon
principles consistent with the intent of the Plan to continue to be deemed a
qualified plan under the terms of Code Section 401(a). The Plan Administrator
will have al powers necessary or appropriate to accomplish its duties under this
Plan.
14.3. Trust Agreement:
(a) The Employer shall execute a Trust Agreement with a
Trustee or Trustees chosen by the Employer to hold and mange the assets of the
Trust Fund, and to receive, hold and disburse contributions, interest and other
income for the purpose of paying the pensions under the Plan and the expenses
incident to the operation and maintenance of the Plan. From time to time, one or
more investment managers may be appointed by the Employer to manage assets of
the Trust Fund, which investment managers shall be solely responsible for
investing, reinvesting and managing the assets of the Trust Fund. A Trustee may
also be an investment manager and in the absence of any separate agreement with
an investment manger, the Trustee shall be the investment manager.
Each Trustee and investment manger so appointed shall acknowledge
that it is a fiduciary within the meaning of ERISA, and shall be either (i) an
investment advisor registered under the Investment Advisors Act of 1940, (ii) a
bank as defined in the Investment Advisors Act of 1940, or (iii) an insurance
company qualified to manage, acquire or dispose of assets under the laws of more
than one state.
(b) The Employer shall determine the form and terms of any
Trust Agreement or investment management agreement, which may authorize the
inclusion of obligations and stock of the Employer and its subsidiaries and
affiliates among the investments of the Trust Fund (subject to the provisions of
any applicable law), and which may authorize the pooling of the Trust fund for
investment purposes with other Internal Revenue Service qualified pension funds
of the Employer and its subsidiaries and affiliates. The Employer may modify
such Trust Agreement or investment management agreement from time to time, or
terminate them pursuant to the terms thereof. In case of a conflict between the
Plan and the Trust Agreement, the provisions of the Trust Agreement shall be
deemed controlling.
14.4. Delegation of Powers: The Plan Administrator may appoint
such assistants or representatives as it deems necessary for the effective
exercise of its duties. The Plan Administrator may delegate to such assistants
and representatives any powers and duties, both ministerial and discretionary,
as it deems expedient or appropriate.
14.5. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan.
Exhibit B
59
<Page>
14.6. Records and Reports: The Plan Administrator will keep a
record of all actions taken. In addition, it will keep all other books, records,
and other data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.7. Information from Employer: The Employer will supply the
Plan Administrator with full and timely information on all matters relating to
the Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent as to the Trustee's duties under the Plan. The Plan
Administrator and Trustee may rely on information supplied by the Employer and
will have no duty or responsibility to verify the information.
14.8. Majority Actions: Except where there has been an allocation
and delegation of administrative authority, or where specifically expressed
herein to the contrary, if there shall be more than one Plan Administrator, they
shall act by a majority of their number, but may authorize one or more of them
to sign any documents on their behalf.
14.9. Expenses: All expenses and costs of administering the Plan
may be paid out of the Trust Fund unless actually paid by the Employer. Expenses
will include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust fund as a reimbursement
will not be considered an Employer contribution.
14.10. Discretionary Acts: Any discretionary actions of the Plan
Administrator or the Board with respect to the administration of the Plan shall
be made in a manner which does not discriminate in favor of stockholders,
officers and Highly Compensated Employees.
14.11. Responsibility of Fiduciaries: The Plan Administrator, the
members of the Board, and their assistants and representatives shall be free
from all liability for their acts and conduct in the administration of the Plan
except for acts of willful misconduct; provided, however, that the foregoing
shall not relieve any of them from any liability for any responsibility,
obligation or duty they may have pursuant to ERISA or the Code.
14.12. Indemnity by Employer: In the event of and to the extent
not insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer shall indemnify and hold harmless, to
the extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and representatives from any and all
Exhibit B
60
<Page>
claims, demands, suits or proceedings which may in connection with the Plan or
Trust Agreement be brought by the Employer's Employees, Participants or their
Beneficiaries or legal representatives, or by any other person, corporation,
entity, government or agency thereof; provided, however, that such
indemnification shall not apply to any such person for such person's acts of
willful misconduct in connection with the Plan or Trust Agreement.
14.13. Claims Procedure: Claims for benefits under the Plan shall
be filed with the Plan Administrator. Written notice of the disposition of a
claim will be furnished to the claimant within ninety (90) days after the
application if filed. In addition, in the event the claim is denied, the Plan
Administrator shall:
(a) state the specific reason or reasons for the denial,
(b) provide specific reference to pertinent Plan provisions
on which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant or his representative to perfect the
claim and an explanation of why such material or information is necessary, and
(d) explain the Plan's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Plan
Administrator will be entitled to request the Plan Administrator to give further
consideration to the claim by filing with the Plan Administrator a request for a
hearing. The request, together with a written statement of the reasons why the
claimant believes the claim should be allowed, must be field with the Plan
Administrator within sixty (60) days after the claimant receives written
notification from the Plan Administrator regarding the denial of the claimant's
claim. The Plan Administrator will conduct a hearing within the next sixty (60)
days, at which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Plan Administrator) the claimant or his or her representative will
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance.
Either the claimant or the Plan Administrator may cause a court reporter to
attend the hearing and record the proceedings, in which event a complete written
transcript of the proceedings will be furnished to both parties by the court
reporter. The full expense of the court reporter and transcripts will be borne
by the party causing the court reporter to attend the hearing. A final decision
as to the allowance of the claim will be made by the Plan Administrator within
sixty (60) days of the hearing (unless there has been an extension of time due
to special circumstances, provided the delay and the special circumstances
occasioning it are communicated to the claimant within the sixty
Exhibit B
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(60) day period). The final decision will be written and will include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance
company, unless exempted by the Act and regulations thereunder, shall be bonded
in an amount not less than 10% of the amount of the funds such fiduciary
handles; provided, however, that the minimum bond shall be $1,000 and the
maximum bond, $500,000. The amount of funds handled by such person, group, or
class to be covered and their predecessors, if any, during the preceding Plan
Year, or if there is not preceding Plan Year, then by the amount of the funds to
be handled during the then current year. The bond shall provide protection to
the Plan against any loss by reason of acts of fraud or dishonesty by the
fiduciary alone or in connivance with others. The surety shall be a corporate
surety company (as such term is used in ERISA Section 412(a)(2)), and the bond
shall be in a form approved by the Secretary of Labor. Notwithstanding anything
in the Plan to the contrary, the cost of such bonds shall be an expense of and
may at the election of the Plan Administrator, be paid from the Trust Fund or by
the Employer.
15.2. Action by the Employer: Whenever the Employer under the
terms of the Plan is permitted or required to do or perform any act or matter or
thing, it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to
constitute a contract of employment between the Employer and any Participant or
to be a consideration for, or an inducement or condition of, the employment of
any Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the
service of the Employer,
(b) to interfere with the right of the Employer to discharge
any Participant at any time,
(c) to give the Employer the right to require any Employee to
remain in its employ, or
(d) to affect any Employee's right to terminate employment at
any time.
15.4. Alienation: Subject to the exceptions provided below, no
benefit payable out of the Trust Fund to any person (including a Participant or
the Participant's Beneficiary) is to be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge,
Exhibit B
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encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, or charge will be void. Further, no such benefit shall
in any manner be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any such person, nor shall it be subject to attachment
or legal process for or against such person.
This provision will not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of the
Plan.
This provision will not apply to the extent of a "Qualified
Domestic Relations Order" defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Plan Administrator
under the provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This Plan will be construed and enforced
according to ERISA and, the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan, and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and the corresponding provisions of any
subsequent laws, and the provisions of the Plan shall be construed to effectuate
such intention.
15.7. Usage: Any term used herein in the singular or plural or in
the masculine, feminine or neuter form will be construed in the singular or
plural, or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding
is brought regarding the Plan or Trust for the Plan established hereunder to
which the Trustee or the Plan Administrator may be a party, and the claim, suit,
or proceeding is resolved in favor of the Trustee or Plan Administrator, they
will be entitled to reimbursement from the Trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have become liable.
15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided
below and otherwise specifically permitted herein or by law, it shall be
impossible by operation of the Plan by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by other means, for
any part of the corpus or income of any fund maintained pursuant to the Plan or
any funds contributed thereto to be used for, or diverted to, purposes
Exhibit B
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other than the exclusive benefit of former or current Participants, retired
Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination
from the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one-year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Notwithstanding any provisions of the Plan to the
contrary, all contributions by the Employer are conditioned upon the
deductibility of the contributions by the Employer under the Code and, to the
extent any such deduction is disallowed, the Employer may, within one year
following the disallowance of the deduction, demand repayment of such disallowed
contribution and the Trustee must return the contribution within one year
following the disallowance. Earnings of the Plan attributable to the
contribution for which such deduction is disallowed may not be returned to the
Employer, but any losses attributable thereto must reduce the amount so
returned.
15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make payments provided by any contract, or for the action of any
person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a
Participant, a Participant's legal representative or Beneficiary, or to any
guardian appointed for the
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Participant or Beneficiary will, to the extent thereof, be in full satisfaction
of all claims hereunder against the Trustee and the Employer, either of whom may
require the Participant, legal representative or Beneficiary or guardian, as a
condition precedent to such payment, to execute a receipt and release thereof in
such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have
been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.
ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will
have the following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to Section 4.1 hereof accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit
derived from Employer contributions shall not be less than the minimum Accrued
Benefit provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy
Plan."
16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under the Article herein entitled "Plan Benefits" accomplished by
applying the actuarial assumptions set forth in Schedule A attached hereto and
made a part hereof.
16.3. Administrative Committee: The person or persons or entity
appointed by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any corporation which
is a member of a controlled group of corporations (as defined in Code Section
414(b)) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code Section 414(c));
with the Employer; and any other entity required to be aggregated with the
Employer pursuant to Regulations under code Section 414(o).
16.5. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting
of the following, which are required to be aggregated:
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(1) all the plans of the Employer in which a Key Employee
is a Participant during the Plan Year containing the determination Date or any
of the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan
in which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all plans
in the Required Aggregation Group in which the Determination Dates fall within
the same calendar year will be considered Top-Heavy Plans. If the Required
Aggregation is not a Top-Heavy Group, no plan in the Required Aggregation Group
will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of plans
consisting of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which
the Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Permissive Aggregation Group is not a Top-Heavy Group,
then no plan in the Permissive Aggregation Group will be considered a Top-Heavy
Plan.
(c) Any terminated plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under the
terms of the Plan (exclusive of any benefit not required to be considered for
purposes of applying the limitations of Code Section 415 to the Plan) payable in
the form of a Straight Life Annuity with no ancillary benefits. If the benefit
under the Plan is payable in any other form, the Annual Benefit shall be
adjusted to be the Actuarial Equivalent of a Straight Life Annuity.
16.8. Annuity: A single premium annuity contract or an annuity
under a group annuity contract purchased by the Trustee on behalf of a
Participant or Beneficiary from an insurance company for purposes of providing
the benefits payable under the terms of the Plan.
Exhibit B
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16.9. Annuity Starting Date: The first day of the first period
for which an amount is paid as an annuity or, in the case of a benefit not
payable in the form of an annuity, the first day on which all events have
occurred that entitled the Participant to such benefit. In the case of a
deferred annuity, the Annuity Starting Date shall be the date on which the
annuity payments are scheduled to commence.
16.10. Beneficiary:
(a) The last person or persons designated by the Participant
to receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) Subject to the terms of any life insurance policy, any
designated Beneficiary may be changed from time to time. To change a Beneficiary
in a policy the Participant must inform the Plan Administrator and the Trustee
in writing. The Trustee must take immediate steps to complete the change with
the insurer but will not be liable for any delay in making the change, unless
caused by its gross negligence. No change of Beneficiary will be binding upon
the insurer until forms properly executed by the Trustee have been filed with
and acknowledged by the insurer at its home office.
(c) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(d) No spousal consent to a Beneficiary designation is
required if
(1) The Participant's Spouse has waived the right to be
the Participant's Beneficiary and such waiver is in accordance with the last
sentence of paragraph (c) above;
(2) it is established to the satisfaction of the Plan
Administrator that
(i) the Participant has no Spouse, or
(ii) the Participant's Spouse cannot be located; or
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(3) no spousal consent is required in accordance with
applicable Treasury or Department of Labor Requirements
In such event, the designation of a Beneficiary shall be made on
a form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participant's Spouse must again consent in writing to any change in
Beneficiary unless the original consent acknowledged that the Spouse had the
right to limit consent only to a specific Beneficiary and that the Spouse
voluntarily elected to relinquish such right. In the event no valid designation
of Beneficiary exists at the time of the Participant's death, the death benefit
shall be payable to the Participant's estate.
16.11. Break in Service: A Period of Severance of at least twelve
(12) consecutive months.
During the period after a termination of employment and prior to
incurring a Break in Service, an individual who was a Participant immediately
before terminating employment shall be considered a "Suspended Participant". If
a Suspended Participant is rehired by the Employer, including an Affiliated
Employer prior to incurring a Break in Service, termination of employment shall
not be deemed a termination of employment for purposes of determining Years of
Vesting Service. However, the period between termination date and reemployment
date shall not be taken into account in determining Years of Accrual Service.
Absence from employment with the Employer due to service in the
armed forces of the United States shall not constitute a Break in Service, the
period during such absence shall be considered as Years of Vesting Service, (and
Years of Accrual Service if the individual was an Active Participant immediately
prior to the commencement of such Military Service), provided that the Member is
entitled by the Vietnam Era Veteran's Readjustment Assistance Act of 1974 to
reemployment rights upon release from service and returns to employment with the
Employer within the period provided by such law. If such Participant does not
return to employment with the Employer within the period provided by such law,
such Participant shall be deemed to have terminated employment on the date such
Participant left the employment of the Employer for service in the armed forces
of the United States.
A leave of absence which has been granted to the Employee other
than for Military Service shall not constitute a Break in Service; the period
during such absence shall be considered as Years of Vesting Service and Years of
Accrual Service.
If a terminated Employee is reemployed by the Employer after a
Break in Service which commenced prior to January 1, 1988 and such Years of
Vesting Service and Years of Accrual Service will only be restored in
determining rights and benefits under the Plan if the number of consecutive
years of Break in Service is less than the aggregate number of years of
pre-break Years of Vesting Services. If a terminated Employee is reemployed by
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the Employer after a Break in Service which commenced on or after January 1,
1985 and Years of Vesting Service and Years of Accrual Service were cancelled,
such Years of Vesting Service and Years of Accrual Service will be restored in
determining rights and benefits under the Plan. Years of Break in Service shall
be measured in twelve-month periods, with the first year of Break in Service
commencing on the first anniversary of the individual's date of termination of
employment.
In the case of an individual who is absent from work for
maternity or paternity reasons, the 12-consecutive month period beginning on the
first anniversary of the first date of such absence will not constitute a Break
in Service. For purposes of this paragraph, an absence from work for maternity
or paternity reasons means an absence;
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
If the Employer is a member of an affiliated service
group (under Code Section 414(m)), a controlled group of corporations (under
Code Section 414(b)), a group of trades or businesses under common control
(under Code Section 414(c)), or any other entity required to be aggregated with
the Employer pursuant to Code Section 414(o) and the regulations thereunder,
service will be credited for any period of time for any other member of such
group. Service will also be credited for any individual required under Code
Section 414(n) or 414(o) and the Regulations thereunder to be considered an
Employee of any employer aggregated under Code Section 414(b), (c) or (m).
16.12. Code: The Internal Revenue Code of 1986, including any
amendments thereto.
16.13. Compensation: The total earnings paid to an Employee while
in the Eligible Class including overtime, commissions, bonuses, and any other
extra taxable remuneration earned by a Participant from the Employer during the
Limitation Year, which is required to be reported as wages on the Participant's
Form W-2 for income tax purposes.
Compensation will be determined over the period of Plan
participation during the Plan Year, as provided in Section 1.401(a)(4)-12 of the
Regulations.
Compensation shall also include any amount which is contributed
by the Employer pursuant to a salary reduction agreement under Code Section
401(k), Section 402(e)(3) and Section 402(h), a simplified employee pension plan
under Code Section 408(k), a cafeteria plan under Code Section 125 or a
tax-deferred annuity under Code Section 403(b).
Exhibit B
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For years beginning after December 31, 1988, the Compensation of
each Participant which may be taken into account for determining all benefits
provided under the Plan for any Plan Year will not exceed $200,000, as adjusted
under Code Section 415(d) of the Code, except that the dollar increase in effect
on January 1 of any calendar year is effective for years beginning in such
calendar year and the first adjustment to the $200,000 limitation is effected on
January 1, 1990.
Notwithstanding the foregoing, for Plan Years beginning after
December 31, 1993, the Compensation of each Participant which may be taken into
account under the Plan will not exceed $150,000, except as adjusted as follows.
For any Plan Year beginning after December 31, 1994, such $150,000 annual
compensation limit shall be adjusted as provided under Code Section 415(d),
except that such adjustments shall only be made in increments of $10,000,
rounded down to the next lowest multiple of $10,000. Notwithstanding the
foregoing, if the Plan is maintained pursuant to one or more collective
bargaining agreements ratified before August 10, 1993, the above provision
limiting Compensation to $150,000 shall not apply to contributions made or
benefits accrued pursuant to such collective bargaining agreements for Plan
Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such collective
bargaining agreements terminates, without regard to any extension, amendment, or
modification made on or after August 10, 1993.
If the period for determining compensation used in calculating an
Employee's benefit or accrual for a determination period is a short plan year
(i.e. shorter than 12 months), the annual compensation limit is an amount equal
to the otherwise applicable annual compensation limit multiplied by the
fraction, the numerator of which is the number of months in the short plan year,
and the denominator of which is 12. In determining the compensation of a
Participant for purposes of this limitation, the rules of section 414(q)(6) of
the Code shall apply except in applying such rules, the term Family Member shall
include only the Spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close of the Plan Year. If,
as a result of the application of such rules the adjusted, applicable annual
compensation limit is exceeded, then the limitation shall be prorated among the
affected individuals in proportion to each such individual's compensation as
determined under this Section prior to the application of this limitation or,
the limitation shall be adjusted in accordance with any other method permitted
by Regulation.
If compensation for any prior determination period is taken into
account in determining an Employee's benefit for the current determination
period, the compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. Thus, increases in the annual
compensation limit apply only to compensation taken into account for the Plan
Year in which the increase is effective. In addition, if compensation for
Exhibit B
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any Plan Year beginning prior to January 1, 1994 is used for determining benefit
accruals in a plan year beginning on or after January 1, 1994, then the annual
compensation limit for that prior year is the annual compensation limit in
effect for the first Plan Year beginning on or after January 1, 1994 (generally
$150,000). For this purpose, for years beginning before January 1, 1990, the
applicable annual compensation limit is $200,000.
For purposes of applying the limitations of Code Section 415,
"Code Section 415 Compensation" will include the Participant's wages, salaries,
fees for professional service and other amounts for personal services actually
rendered in the course of employment with an Employer maintaining the Plan
(including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses and, in the case of a Participant who is an Employee
within the meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Participant's Earned Income (as described in Code Section 401(c)(2) and the
Regulations thereunder)) paid during the Limitation Year. "415 Compensation"
will exclude:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified
stock option, or when restricted stock (or property held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludible from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415,
"415 Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
16.14. Controlled Group: Any group of business entities under
common control, including but not limited to proprietorships and partnerships,
or a controlled group of corporations within the meaning of Code Sections
414(b), (c) and (d).
Exhibit B
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16.15. Determination Date: For any Plan Year subsequent to the
first Plan Year, the last day of the preceding Plan Year. For the first Plan
Year, the last day of that Plan Year.
16.16. Direct Rollover: A direct rollover is a payment by the
Plan to an Eligible Retirement Plan specified by the Distributee.
16.17. Disability:
(a) With respect to Participants who are not Spectra Strip
Employees, a bodily injury, disease or mental condition which prevents the
individual from engaging in any employment or occupation for wage or profit on a
continued and permanent basis for the remainder of the individual's life, for
which such individual is eligible for and receiving a disability benefit under
Title II of the Federal Social Security Act. The permanence and degree of such
incapacity will be supported by medical evidence. No Participant shall be deemed
to have incurred a Disability, if disability results from engaging in a criminal
act, a self-inflicted injury, service in the armed forces of any county, or war,
insurrection or rebellion.
(b) With respect to Participants who are Spectra Strip
Employees, a physical or mental impairment which, based on medical evidence
satisfactory to the Plan Administrator, is in the judgment of the Plan
Administrator a disability which would reasonably prevent the Participant from
engaging in any further employment for remuneration or profit, provided such
disability did not result for (a) self-inflicted injury, (b) service in the
Armed Forces of any country or (c) criminal activity. Medical evidence
satisfactory to the Plan Administrator shall be based on a written doctor's
opinion. Disability shall be considered to have ended and entitlement to a
disability retirement benefit shall cease as of the earliest of (i) the
Participant's death, (ii) attainment of Normal Retirement Date or (iii) in the
judgment of the Plan Administrator the Participant is no longer considered to be
disabled. If entitlement to a disability retirement benefit ceases under (iii)
above, such Participant shall not be prevented from qualifying for a pension
under another provision of the Plan based on Years of Accrual Service at the
disability retirement date. A Participant in receipt of a disability retirement
benefit who attains Normal Retirement Age shall have such benefit redesignated a
Normal Retirement Benefit.
16.18. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of the Spouse or former
Spouse.
16.19. Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
Exhibit B
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16.20. Early Retirement Age: The age on which a Participant shall
have attained age fifty-five (55) and completed ten (10) Years of Vesting
Service.
16.21. Early Retirement Date: The first day of the month
coinciding with or next following a Participant's attainment of Early Retirement
Age on which the Participant elects to begin receiving his retirement benefits
hereunder.
16.22. Eligible Class: Employees in a Participating Group at
Amphenol Corporation employed on a regular hourly basis; excluding, however,
(a) any Employee who is an active participant of any other
defined benefit or defined contribution pension plan maintained by a
Participating Employer;
(b) any Employee whose conditions of employment are
determined by collective bargaining, unless such Employee shall be included in
the Plan by the express terms of a collective bargaining agreement;
(c) any Employee who is not a Spectra Strip Employee who is
not actually employed for at least 1,000 Hours of Service during the Plan Year;
(d) any Employee of a Foreign Subsidiary if such Employee is
not a citizen of the Unites States; and
(e) any Employee of a Foreign Subsidiary if contributions
under a funded plan of deferred compensation are provided by any person or
corporation, other than the Employer, with respect to the remuneration paid to
such Employee by such Foreign Subsidiary; and
(f) any Employee of a Foreign Subsidiary if such Employee was
not transferred by the Employer to employment with the Foreign Subsidiary
directly from employment with the Employer.
16.23. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is only an individual retirement account or individual
retirement annuity.
16.24. Eligible Rollover Distribution: Any distribution of all or
any portion of the balance to the credit of the Distributee, except that an
eligible rollover distribution does not include: any distribution that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the specified period of ten (10) year or
more; any
Exhibit B
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distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
16.25. Employee: Any person in the employ of the Employer or of
any other employer required to be aggregated with the Employer under Section
414(b), (c), or (m) or (o) of the Code, excluding any person who is an
independent contractor.
The term Employee will also include any Leased Employee deemed to
be an Employee of any employer described in the previous paragraph as provided
in Sections 414(n) or (o) of the Code.
16.26. Employer: Amphenol Corporation, any successor which will
maintain this Plan and any predecessor which has maintained this Plan. The
Employer is a corporation, with principal offices in the State of Connecticut.
16.27. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.28. ERISA: The Employee Retirement Income Act of 1974, as it
may from time to time be amended or supplemented.
16.29. Family Member: The Employee's spouse, any of the
Employee's lineal descendents and ascendants and the spouses of the Employee's
lineal descendents and ascendants, all as described in Code Section
414(q)(6)(B).
16.30. Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.31. Foreign Subsidiary: Any corporation organized or created
otherwise than in or under the Laws of the United States or any State therein or
territory thereof if:
(a) twenty percent (20%) or more of such foreign
corporation's voting stock is owned by the Employer; or
(b) Fifty percent (50%) or more of such foreign corporation's
voting stock is owned by a foreign corporation described in subparagraph (a)
immediately above;
provided, in either case, that an agreement which remains in effect has been
entered into by the Employer to have the insurance system established under
Title II of the Social Security Act, as amended, extended to cover all United
States citizens who are employed by such foreign corporation; and it is not the
Employer.
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16.32. Forfeiture: That portion of a Participant's Accrued
Benefit that is not vested, and occurs on the earlier of:
(a) the distribution of the entire vested portion of a
Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant
incurs five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of
a Participant who has terminated employment with the Employer, and whose vested
Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.33. Highly Compensated Employee: An Employee who, on the
snapshot day:
(a) is a five percent (5%) owner (as defined in the
definition of "Key Employee");
(b) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(B) (as adjusted pursuant to Section
415(d) of the Code):
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day
that are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
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(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year greater than or
equal to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers; or
(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.34. Highly Compensated Participant: A Highly Compensated
Employee who has satisfied the eligibility requirements and is participating in
the Plan.
16.35. Hour of Service:
(1) Each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed.
(2) Each hour for which an Employee is paid, or entitled
to payment, by the Employer on accounts of a period of time during which no
duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, during the
applicable computation period. These hours include the normally scheduled work
hour for the Employee during the first six (6) months of disability or while the
Employee is receiving any short-term or long-term disability benefits under any
insured or non-insured disability plan to which the Employer contributes.
Notwithstanding the above,
(a) no more than 501 Hours of Service shall be credited to an
Employee an account of any single continuous period during which the Employee
performs no duties (whether or not such period occurs in a single computation
period);
(b) an hour for which an Employee is directly or indirectly
paid, or entitled to payment, on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
worker's compensation, or unemployment compensation or disability insurance
laws; and
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(c) Hours of Service shall not be credited for a payment
which solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.
For purposes of this Section, a payment shall be deemed to be
made by or due from the Employer regardless of whether such payment is made by
or due from the Employer directly, or indirectly through, among others, a trust
fund, or insurer to which the Employer contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer, or
other entity are for the benefit of particular Employees or are on behalf of a
group of Employees in the aggregate.
(3) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by the Employer. The same
Hours of Service will not be credited under more than one of paragraphs (1) and
(2) and under this paragraph (3). These hours will be credited to the Employee
for the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made.
Hours of Service will be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414(c)) of which the
adopting Employer is a member, and any other entity required to be aggregated
with the Employer pursuant to Code Section 414(c) and the Regulations
thereunder.
Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code Section 414(n) or
Code Section 414(o) and the Regulations thereunder.
The provisions of Department of Labor Regulations 2530.200b-2(b)
and (c) are incorporated herein by reference.
Solely for purposes of determining whether a Break in Service for
eligibility or vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons will
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such absence. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence.
(1) by reason of the pregnancy of the individual,
(2) by reason of a birth of a child of the individual,
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(3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph will be
credited (i) in the computation period in which the absence begins if the
crediting is necessary to prevent a Break in Service in that period, or (ii) in
all other cases, in the following computation period.
Solely to determine whether a one-year Break in Service has
occurred for eligibility or vesting purposes for an Employee who is absent on
maternity or paternity leave, a break in Service will not be deemed t occur
until the second anniversary of the first day of the maternity or paternity
leave. The period between fir first and second anniversaries of the maternity or
paternity leave neither counts as a Break in Service nor as a Year of Service.
Service will be determined on the basis of actual hours for which
an Employee is paid or entitled to payment. When no time records are available,
the Employee shall be given credit for Hours of Service based on the number of
normally scheduled work hours for each week the Employee is on the Employer's
payroll (which shall not be less than 40 hours per week for exempt salaried
Employees), as determined in accordance with reasonable standards and policies
from time to time adopted by the Plan Administrator pursuant to Department of
Labor Regulations Section 2530.200b-2(b) and (c).
16.36. Inactive Participant: A former active Participant in the
Eligible class but who is transferred to and is in a position of employment
either
(a) as an Employee of the Employer where the Employee is no
longer in the Eligible Class (e.g., a transfer to a status as a salaried
employee from a status as an hourly employee); or
(b) as an Employee of a non-participating employer.
16.37. Key Employee: An Employee who, at any time during the Plan
Year or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater
than fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of
the Code for any Plan Year;
(b) one of the ten (10) Employees having Compensation from
the Employer of more than the limitation in effect under Section 415(b)(1)(A) of
the Code and owning or considered as owning within the meaning of Code Section
318 the largest interests in the Employer.
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(c) a five percent (5%) owner of the Employer. "Five percent
(5%) owner" means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the outstanding
stock of the Employer or stock possessing more than five percent (5%) of the
total combined voting power of all stock of the Employer, or in the case of an
unincorporated business, any person who owns more than five percent (5%) of the
capital or profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having
Compensation from the Employer of more than $150,000. "One percent (1%) owner"
means any person who owns (or is considered as owning within the meaning of Code
Section 318) more than one percent (1%) of the outstanding stock of the Employer
or stock possessing more than one percent (1%) of the total combined voting
power of all Stock of the Employer, or in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or
profits interest in the Employer.
For purposes of paragraph (a), no more than the lesser of (i)
fifty Employees, or (ii) the greater of ten percent (10%) of the Employees or
three Employees will be treated as officers. For purposes of paragraph (b), if
two Employees have the same interest in the Employer, the Employee having
greater Compensation from the Employer will be treated as having a larger
interest. Such term will not include any officer or Employee of an entity
referred to in Section 414(d) of the Code (relating to governmental plans). For
purposes of determining the number of officers taken into account under
paragraph (a), Employees described in Section 414(q)(8) of the Code will be
excluded.
16.38. Late Retirement Date: The first day of the month selected
by a Participant for commencement of retirement benefits which follows a
Participant's Normal Retirement Date and is no later than the earlier of
(a) the first day of the month coinciding with (immediately
following, if none coincides with) the date the Participant ceases to be an
Employee, or
(b) the first day of the month in which the Participant
performs no more than 40 hours of service.
16.39. Leased Employee: Any person (other than an Employee of the
Employer) who, pursuant to an agreement between the Employer and any other
person ("Leasing organization"), has performed for the Employer (or for the
Employer and related persons determined in accordance with Section 414(n)(6) of
the Code) services of a type historically performed by employees in the business
field of the Employer on a substantially full-time basis for a period of at
least one year. Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed for the
Employer will be treated as provided by the Employer.
Exhibit B
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A Leased Employee will not be considered an Employee of the
Employer if:
(a) such Leased Employee is covered by a money purchase
pension plan providing:
(1) a nonintegrated employer contribution rate of at
least ten percent (10%) of compensation, as defined in Section 415(c)(3) of the
Code, but including amounts contributed pursuant to a salary reduction agreement
which are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty
percent (20%) of the Employer's Non-Highly Compensated Employees.
16.40. Limitation Year: The Plan Year.
16.41. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
16.42. Non-Key Employee: Any Employee who is not a Key Employee.
16.43. Normal Form of Benefit: A Straight Life Annuity.
16.44. Normal Retirement Age: Age Sixty-five (65).
16.45. Normal Retirement Date: The first day of the month
coinciding with or next following the date a Participant attains Normal
Retirement Age.
16.46. Participant: Any Employee who has satisfied the
eligibility requirements and is participating in the Plan.
16.47. Participating Employer: Any corporation or entity other
than the Employer, whether an affiliate or subsidiary of the Employer or not,
who, with the consent of the Employer and the Trustee, adopts the Plan and all
of the provisions hereof by a properly executed document evidencing said intent
of such Participating Employer.
16.48. Participating Group: A specific classification of
Employees, designated as participating in the Plan by the Employer.
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16.49. Period of Military Duty: The period of time from the date
the Employee was first absent from active work for the Employer because of duty
in the armed forces of the United States to the date the Employee was
re-employed by the Employer at a time when the Employee had a right to
re-employment in accordance with seniority rights as protected under Section
2021 through 2026 of Title 38 of the U.S. Code.
16.50. Period of Service: The aggregate of all period(s) of
employment with the Employer commencing with the Employee's Employment
Commencement Date and ending on the later of (a) the date an Employee quits,
retires, is discharged or dies, or (b) the date of expiration of an authorized
leave of absence; subject to the Break in Service rules.
16.51. Period of Severance: A continuous period of time of at
least twelve (12) months during which the Employee is not employed by the
Employer. Such period begins on the date the Employer retires, quits or is
discharged, or if earlier, the twelve (12) month anniversary of the date on
which the Employee was otherwise first absent from service.
16.52. Plan: The Employer's qualified retirement plan as set
forth in this document, and as hereafter amended, known as the Hourly Employees'
Pension Plan of Amphenol Corporation. Effective as of January 1, 1976, the
Bunker Ramo-Eltra Corporation, which has since been merged into the Allied
Corporation, established a pension plan known as the Bunker Ramo-Eltra
Corporation Pension Plan for Hourly Employees for the benefit of its eligible
Employees (including those of its Amphenol division, the predecessor of the
Amphenol Corporation), which was amended and restated effective as of January 1,
1985. Effective as of January 1, 1987, the Bunker Ramo-Eltra Corporation Pension
Plan for Hourly Employees was split into two plans - a predecessor to this Plan,
to be known as the Hourly Employees' Pension Plan of the Amphenol Corporation,
which provides benefits to certain active, retired and terminated eligible
Employees of the Amphenol Corporation, and the other plan (i.e., the Allied
Corporation Pension Plan for Hourly Employees of the Bunker Ramo Division),
which continues to provide benefits to active, retired, and terminated eligible
Employees other than those of the Amphenol Corporation. Effective as of January
1, 1989, the Hourly Employees' Pension Plan of the Spectra Strip Division of the
Amphenol Corporation which provided benefits to active, retired and terminated
eligible Employees of the Spectra Strip Division of the Amphenol Corporation,
was merged into this Plan.
The term "Plan", wherever referred to herein, means the Bunker
Ramo-Eltra Corporation Pension Plan for Hourly Employees with respect to the
period beginning on January 1, 1976 and ending on December 31, 1986, and means
the Hourly Employees' Pension Plan of the Amphenol Corporation with respect to
periods on or after January 1, 1987.
16.53. Plan Administrator: The Employer or such persons or
entities designated by the Employer to administer the Plan on behalf of the
Employer. The Plan Administrator shall be a named "fiduciary", as referred to in
Section 402(a) of ERISA, with respect to the management, operation and
administration of the Plan.
Exhibit B
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16.54. Plan Year: The 12-consecutive month period designated by
the Employer beginning January 1 of each year and ending the following December
31.
16.55. Predecessor Employer: A firm absorbed by the Employer by
change of name, merger, acquisition or a change of corporate status, or a firm
of which the Employer was once a part.
16.56. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial assumptions set forth in Schedule A hereto.
16.57. Qualified Domestic Relations Order: A signed domestic
relations order issued by a state court which creates, recognizes or assigns to
an alternate payee(s) the right to receive all or part of a Participant's
Accrued Benefit and which meets the requirements of Code Section 414(p).
16.58. Qualified Joint and Survivor Annuity: An annuity for the
life of the Participant with a survivor annuity for the life of the
Participant's Spouse equal to fifty percent (50%) of the amount of the annuity
payable during the joint lives of the Participant and the Participant's Spouse,
and which is the Actuarial Equivalent of the Normal Form of Benefit.
16.59. Qualified Pre-Retirement Survivor Annuity: An annuity form
of payment for the life of the surviving Spouse of the Participant who dies
prior to his Annuity Starting Date in an amount equal to the benefit that would
have been payable if the Participant had:
(a) separated from service on the date of death or date of
separation from service, if earlier
(b) survived to the Earliest Retirement Age
(c) retired as of the Earliest Retirement Age with an
immediate Qualified Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.60. Re-employment Commencement Date: The date the Employee is
first credited with an Hour of Service for performing duties following a Break
in Service or Period of Severance.
16.61. Re-entry Date: The date an Inactive Participant re-enters
the Plan.
16.62. Regulation: Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
Exhibit B
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16.63. Retirement: Termination of employment while in the
Eligible Class:
(a) after the Participant attains Normal Retirement Age,
(b) after the Participant attains Early Retirement Age, or
(c) due to Disability.
16.64. Severance from Service: An event resulting in the
suspension of an Employee's Years of Service. Such Severance shall begin on the
date an Employee quits, retires, is discharged or released, or the date of
expiration of an Employee's authorized leave of absence.
16.65. Social Security Retirement Age: The age used as the
retirement age under Section 216(1) of the Social Security Act, except that such
Section shall be applied without regard to the age increase factor and as if the
early retirement age under Section 216(1)(2) of such Act were 62.
16.66. Spouse: The legal husband or wife or surviving husband or
wife of the Participant who is married to, and not legally separated or divorced
from, the Participant, and who has been so married for a period of not less than
twelve (12) months as of the annuity commencement date or date of death of the
Participant, provided that a person who was formerly legally married to a
Participant will be treated as the Spouse or surviving Spouse and a person who
is currently legally married to a Participant will not be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.
16.67. Straight Life Annuity: An annuity payable in equal
installments for the life of the Participant that terminates upon the
Participant's death.
16.68. Super Top-Heavy Plan: This Plan for any Plan Year in
which, as of the Determination Date "90%" were substituted for "60%" where it
appears in the definition of "Top-Heavy Plan".
16.69. Top-Heavy Group: Any Aggregation Group for which the sum
as of the Determination Date of
(a) the present value of the cumulative accrued benefits for
Key Employees under all defined benefit plans included in the Aggregation Group,
and
(b) the aggregate of the accrued benefit of Key Employees
under all defined contribution plans in the Aggregation Group, exceeds sixty
percent (60%) of the similar sum determined for all Employees.
Exhibit B
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16.70. Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under this Plan and
any other defined benefit plan of the Employer which is included with this Plan
in an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for
Key Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416(g)(3), distributions
from such plans during the five-year period ending on the Determination Date
will be added to said Accrued Benefits and said aggregate of present values of
the cumulative accrued benefits (both for Key Employees and all Key Employees
and Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g)(4)(A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefits and
accounts of an Employee who was a Key Employee but who will have ceased to be a
Key Employee will not be taken into account for purposes of determining whether
the Plan is a Top-Heavy Plan.
To the extent required by Code Section 416(g)(4)(E), if an
Employee has not performed services for the Employer at any time during the five
(5) year period ending on the Determination Date, any Accrued Benefits and
present value of cumulative accrued benefits for such Employee will not be taken
into account in determining whether the Plan is a Top-Heavy Plan.
16.71. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined
contribution plans (including any simplified employee pension plan) and the
Employer maintains or has maintained one or more defined benefit plans which
during the 5-year period ending on the Determination Date(s) has or has had any
accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the Determination Date(s), all determined in accordance
with Section 416 of the Code and the Regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the
Exhibit B
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Top-Heavy Ratio are increased for any distribution of an accrued benefit
made in the 5-year period ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
Regulations thereunder. Deductible Employee contributions will not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating plans
the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee
shall be determined under (a) the method, if any, that uniformly applied for
accrual purposes under all defined benefit plans maintained by the Employer, or
(b) if there is no such method, as if such benefit accrued not more rapidly than
the slowest accrual rate permitted under the fractional rule of Section
411(b)(1)(C)of the Code.
16.72. Top-Paid Group: The group consisting of the top twenty
percent (20%) of Employees when ranked on the basis of Compensation paid during
such year. For purposes of determining the number of Employees in the group (but
not for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of
service with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (17-1/2) hours per week.
(c) Employees who normally do not work for the Employer more
than six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who
are covered by an agreement between Employee representatives and the Employer,
where retirement benefits were the subject of good faith bargaining, provided
that ninety percent (90%) or more of the Employer's Employees are covered by the
agreement.
Exhibit B
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(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
16.73. Trust Agreement: The instrument executed by the Employer
and the Trustee fixing the rights and liabilities of each with respect to
holding and administering Plan assets for the purposes of the Plan.
16.74. Trust Fund: The assets of the Plan as held and
administered by the Trustee.
16.75. Trustee: The trustees named in the Trust Agreement and
their successors.
16.76. Valuation Date: The Anniversary Date of the Plan or such
other date as agreed to by the Employer and the Trustee on which Participant
Accrued Benefits are revalued.
16.77. Year of Accrual Service: The greater of:
(a) The total of an Employee's Credited Service with the
Employer as of December 31, 1984, determined according to the provisions of the
Plan in effect prior to the date hereof, and
(b) The total of an Employee's Period of Service expressed as
whole years and fractions to the nearest month.
In the event the Employer shall acquire or have acquired one
or more employees from a predecessor employer as a result of a merger, purchase
of assets or another firm, or other acquisition, service with such predecessor
company shall be treated as employment with the Employer for purposes of the
Plan only to the extent provided pursuant to such purchase, merger or
acquisition agreement.
16.78. Year of Eligibility Service. A twelve (12) consecutive
month period (computation period) during which the Employee is credited with at
least 1,000 Hours of Service.
16.79. Year of Service: The total years of employment of an
Employee with the Employer commencing with the Employee's Employment
Commencement Date, and ending with the date such Employee quits, retires, is
discharged or released, or the date of expiration of an Employee's authorized
leave of absence, and which total shall be calculated to the date in decimal
fractions.
Exhibit B
86
<Page>
The computation period shall be the twelve (12) month period
commencing on the Employee's Employment Commencement Date or Re-Employment
Commencement Date, and anniversaries thereof, unless a different computation
period is expressly stated.
16.80. Year of Vesting Service: The total of an Employee's Period
of Service.
In the event the Employer shall acquire or have acquired one or
more employees from a predecessor employer as a result of a merger, purchase of
assets or another firm, or other acquisition, service with such predecessor
company shall be treated as employment with the Employer for purposes of the
Plan only to the extent provided pursuant to such purchase, merger or
acquisition agreement.
The computation period shall be the twelve (12) month period
commencing on the Employee's Commencement Date or Re-Employment Date, and
anniversaries thereof, unless a different computation period is expressly
stated.
IN WITNESS WHEREOF, the HOURLY EMPLOYEES' PENSION PLAN OF THE
AMPHENOL CORPORATION is, by authority of its Board of Directors, adopted on the
day and year first above written.
AMPHENOL CORPORATION
By
-------------------------
ATTEST:
- -------------------------
Exhibit B
87
<Page>
SCHEDULE A
For purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Single Life Annuity with Ten Years Certain 92 1/2% of Normal Form of Benefit. If the Single Life
Annuity with Ten Years Certain is selected, and the
Participant dies after the effective date, the
beneficiary who is eligible to receive payments may
request a lump sum payment of the value of the
remaining guaranteed payments equal to the
following multiple of the reduced monthly pension:
Number of Remaining Multiple
Guaranteed Payments
0 0
12 12
24 22
36 32
48 41
60 50
72 58
84 65
96 72
108 78
120 84
(Interpolate for amounts not shown.)
</Table>
Exhibit B-Schedule A
- 1 -
<Page>
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor Annuity The retirement benefit of a Participant electing a
50% Continuation to Spouse 50% Joint and Survivor Annuity shall be reduced by
11%, plus an additional reduction of 0.250% for
each full year in excess of three by which the
Participant's birthdate precedes the spouse's
birthdate, to a maximum total reduction (after 20
such excess years) of 16%; or minus 0.250% for each
full year in excess of three by which the spouse's
birthdate precedes the Participant's birthdate, to
a minimum net reduction (after 10 such excess
years) of 8.5%.
Joint & Survivor Annuity The retirement benefit of a Participant electing a
50% Continuation to Non-Spouse 50% Joint and Survivor Annuity shall be reduced by
11%, plus an additional reduction of 0.250% for
each full year in excess of three by which the
Participant's birthdate precedes the non-spouse
joint annuitant's birthdate; or minus 0.250% for
each full year in excess of three by which the
non-spouse joint annuitant's birthdate precedes the
Participant's birthdate, to a minimum net reduction
(after 10 such excess years) of 8.5%.
</Table>
Exhibit B-Schedule A
- 2 -
<Page>
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor Annuity The retirement benefit of a Participant electing a
75% Continuation to Spouse 75% Joint and Survivor Annuity shall be reduced by
15%, plus an additional reduction of 0.375% for
each full year in excess of three by which the
Participant's birthdate precedes the spouse's
birthdate, to a maximum total reduction (after 20
such excess years) of 22.5%); or minus 0.375% for
each full year in excess of three by which the
spouse's birthdate precedes the Participant's
birthdate, to a minimum net reduction (after 10
such excess years) of 11.25%.
Joint & Survivor Annuity The retirement benefit of a Participant electing a
75% Continuation to Non-Spouse 75% Joint and Survivor Annuity shall be reduced by
15%, plus an additional reduction of 0.375% for
each full year in excess of three by which the
Participant's birthdate precedes the non-spouse
joint annuitant's birthdate; or minus 0.375% for
each full year in excess of three by which the
non-spouse joint annuitant's birthdate precedes the
Participant's birthdate, to a minimum net reduction
(after 10 such excess years) of 11.25%.
</Table>
Exhibit B-Schedule A
- 3 -
<Page>
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor Annuity The retirement benefit of a Participant electing a
100% Continuation to Spouse 100% Joint and Survivor Annuity shall be reduced by
19%, plus an additional reduction of 0.500% for
each full year in excess of three by which the
Participant's birthdate precedes the spouse's
birthdate, to a maximum total reduction (after 20
such excess years) of 29%; or minus 0.500% for each
full year in excess of three by which the spouse's
birthdate precedes the Participant's birthdate, to
a minimum net reduction (after 10 such excess
years) of 14%.
Joint & Survivor Annuity The retirement benefit of a Participant electing a
100% Continuation to Non-Spouse 100% Joint and Survivor Annuity shall be reduced by
19%, plus an additional reduction of 0.500% for
each full year in excess of three by which the
Participant's birthdate precedes the non-spouse
joint annuitant's birthdate; or minus 0.500% for
each full year in excess of three by which the
non-spouse joint annuitant's birthdate precedes the
Participant's birthdate, to a minimum net reduction
(after 10 such excess years) of 14%.
</Table>
Exhibit B-Schedule A
- 4 -
<Page>
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
<Table>
Mortality 1984 Unisex Pension Mortality Table with no
age set back.
Interest The Pension Benefit Guaranty Corporation
interest rates which are in effect as of the first
day of the plan year in which the distribution
occurs and which are used for the purpose of
determining the present value of a lump sum
distribution on plan termination.
</Table>
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table
prescribed by the Secretary of the Treasury. Such table shall be based on the
prevailing commissioners' standard table (described in Code Section
807(d)(5)(A)) used to determine reserves for group annuity contracts issued on
the date as of which present value is being determined (without regard to any
other subparagraph of Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of
interest on 30-year Treasury securities determined as of the second calendar
month (the lookback month) preceding the first day of the Plan Year during which
the Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
In no event shall the lump sum be less than the following:
The lump sum payment to a Participant will be the monthly retirement benefit
payable at the later of age 65 or pension commencement age multiplied by the
factor from column A for the age of the Participant when the lump sum benefit
will be paid. The lump sum payment to a Participant's surviving spouse will be
the spouse's monthly pension multiplied by the factor from column B for the age
of the spouse at the date the spouse's pension will commence, and further
multiplied by the ratio of the factor in column A for the age of the spouse at
the participant's death to the factor in column A for the age of the spouse at
the date the spouse's pension will commence (or age 65 if age 65 is earlier than
such commencement age).
Exhibit B-Schedule A
- 5 -
<Page>
<Table>
<Caption>
Age Column A Column B Age Column A Column B
75 & over 77 77 54 43 143
74 80 80 53 41 140
73 82 82 52 38 141
72 85 85 51 36 145
71 87 87 50 33 145
70 90 90 49 32 152
69 92 92 48 31 159
68 95 95 47 29 161
67 97 97 46 28 167
66 99 99 45 27 173
65 102 102 44 26 178
64 93 105 43 25 183
63 85 107 42 24 188
62 78 110 41 23 192
61 72 113 40 22 195
60 66 115 39 21 198
59 61 118 38 20 200
58 56 120 37 19 202
57 53 125 36 19 214
56 49 127 35 & under 18 214
55 46 131
</Table>
For all other purposes than those noted above, actuarial equivalence shall be
determined by using the following assumptions:
<Table>
Mortality 1984 Unisex Pension
Mortality Table with no
age set back.
Interest 7.5%
</Table>
Exhibit B-Schedule A
- 6 -
<Page>
EXHIBIT: C
ELIGIBLE CLASS:
(a) Employment on the salaried payroll of LPL Technologies Inc., Times
Fiber Communications, Inc. or Amphenol Corporation Headquarters; excluding,
however any Amphenol operations employees hired prior to June 1, 1987.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
Exhibit C
<Page>
LPL TECHNOLOGIES OINC.
RETIREMENT PLAN
Exhibit C
<Page>
TABLE OF CONTENTS
ARTICLE I.
ELIGIBILITY
<Table>
<Caption>
Page
1.1. Eligibility Requirements............................................1
1.2. Service Computation Period..........................................1
1.3. Service Credit......................................................2
1.4. Change in Classification of Employment..............................2
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1 Payment of Contributions............................................3
2.2. Limitation on Contribution..........................................3
2.3. Time of Payment.....................................................3
2.4. No Additional Liability.............................................3
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions............................................. 3
3.2. Suspension of Required Contributions..........................Deleted
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit...........................................5
4.2. Normal Form of Retirement Benefit...................................7
4.3. Early Retirement Benefit............................................7
4.4. Late Retirement Benefit.............................................8
4.5. Benefits for Certain Former Participants of Insilco Plan............8
4.6. Disability Benefits................................................10
4.7. Death Benefits.....................................................12
4.8. Benefits on Termination of Employment - Deferred Vested Pension....14
4.9. In-Service Benefits................................................15
4.10. Restoration of Benefit.............................................15
4.11. Non-Duplication of Benefits........................................16
4.12. Minimum Benefit for Top-Heavy Plan.................................16
4.13. Transfers; Service with Affiliated Employers.......................18
4.14. Aetna Annuitized Benefits..........................................18
</Table>
Exhibit C
<Page>
<Table>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit.............................................18
5.2. Adjustments to Annual Benefit and Limitations......................19
5.3. Annual Benefit not in Excess of $10,000............................21
5.4. Participation or Service Reductions................................21
5.5. Multiple Plan Reduction............................................22
5.6. Incorporation by Reference.........................................25
ARTICLE VI.
VESTING
6.1. Vesting Rights.....................................................25
6.2. Top-Heavy Vesting..................................................25
6.3. Service Computation Period.........................................26
6.4. Service Credit.....................................................26
6.5. Vesting Break in Service...........................................26
6.6. Vesting on Distribution Before Break in Service; Cash-outs.........27
6.7. Amendment of Vesting Schedule......................................27
6.8. Amendments Affecting Vested and/or Accrued Benefit.................27
6.9. No Divestiture for Cause...........................................28
6.10. Employee Contributions.............................................28
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice.............................................................28
7.2. Waiver of Thirty (30) Day Notice Period............................28
7.3. Automatic Form of Payment..........................................29
7.4. Optional Forms of Benefit..........................................29
7.5. Actuarial Equivalent Benefit.......................................30
7.6. Distribution of Required Contribution Account......................30
7.7. Payment Without Participant Consent................................30
7.8. Restrictions on Immediate Distributions............................31
7.9. Limitation of Benefits on Plan Termination.........................31
7.10. Early Plan Termination Restrictions................................33
7.11. Suspension of Benefits.............................................35
7.12. Restrictions on Commencement of Retirement Benefits................36
7.13. Minimum Distribution Requirements..................................37
7.14. TEFRA Election Transitional Rule...................................40
7.15. Distribution of Death Benefit......................................41
7.16. Date Distribution Deemed to Begin..................................42
</Table>
Exhibit C
<Page>
<Table>
7.17. Distribution Pursuant to Qualified Domestic Relations Orders.......42
7.18. Payment to a Person Under a Legal Disability.......................42
7.19. Unclaimed Benefits Procedure.......................................43
7.20. Direct Rollovers...................................................43
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions........................................43
8.2. Payment of Qualified Joint and Survivor Annuity....................43
8.3. Payment of Qualified Pre-Retirement Survivor Annuity...............43
8.4. Notice Requirements For Qualified Joint And Survivor Annuity.......44
8.5. Notice Requirements for Qualified Pre-Retirement Survivor Annuity..44
8.6. Qualified Election.................................................45
8.7. Election Period....................................................46
8.8. Pre-age Thirty-five (35) Waiver....................................46
8.9. Transitional Joint And Survivor Annuity Rules......................46
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1 Qualified Domestic Relations Orders................................48
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans, Direct Rollovers.............50
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class.....................................50
11.2. Transfer From Salaried Employment..................................51
11.3. Transfer From Hourly Employment....................................51
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan..............................................52
12.2. Termination........................................................52
12.3. Merger or Consolidation of the Plan................................56
</Table>
Exhibit C
<Page>
<Table>
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers........................................56
13.2. Requirements of Participating Employers............................56
13.3. Designation of Agent...............................................57
13.4. Employee Transfers.................................................57
13.5. Participating Employer's Contribution..............................58
13.6. Discontinuance of Participation....................................58
13.7. Plan Administrator's Authority.....................................58
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1 Appointment of Plan Administrator and Trustee......................59
14.2. Plan Administrator.................................................59
14.3 Delegation of Powers...............................................59
14.4. Trust Agreement....................................................59
14.5. Appointment of Advisers............................................60
14.6. Records and Reports................................................60
14.7. Information From Employer..........................................60
14.8. Majority Actions...................................................60
14.9. Expenses...........................................................61
14.10. Discretionary Acts.................................................61
14.11. Responsibility of Fiduciaries......................................61
14.12. Indemnity by Employer..............................................61
14.13. Claims Procedure...................................................61
ARTICLE XV.
GENERAL
15.1. Bonding............................................................62
15.2. Action by the Employer.............................................63
15.3. Employment Rights..................................................63
15.4. Alienation.........................................................63
15.5. Governing Law......................................................64
15.6. Conformity to Applicable Law.......................................64
15.7. Usage..............................................................64
15.8. Legal Action.......................................................64
15.9. Exclusive Benefit..................................................64
15.10. Prohibition Against Diversion of Funds.............................64
15.11. Return of Contribution.............................................64
15.12. Employer's Protective Clause.......................................65
15.13. Insurer's Protective Clause........................................65
</Table>
Exhibit C
<Page>
<Table>
15.14. Receipt and Release for Payments...................................65
15.15. Headings...........................................................66
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit....................................................66
16.2. Actuarial Equivalent...............................................66
16.3. Administrative Committee...........................................66
16.4. Affiliated Employer................................................66
16.5. Aggregation Group..................................................66
16.6. Anniversary Date...................................................66
16.7. Annual Benefit.....................................................66
16.8. Annuity............................................................66
16.9. Annuity Starting Date..............................................68
16.10. Authorized Absence.................................................68
16.11. Average Monthly Compensation.......................................68
16.12. Beneficiary........................................................68
16.13. Break in Service...................................................69
16.14. Code...............................................................70
16.15. Compensation.......................................................70
16.16. Controlled Group...................................................72
16.17. Determination Date.................................................72
16.18. Direct Rollover....................................................72
16.19. Disability.........................................................73
16.20. Disability Retirement Date.........................................73
16.21. Distributee........................................................73
16.22. Earliest Retirement Date...........................................73
16.23. Early Retirement Age...............................................73
16.24. Early Retirement Date..............................................73
16.25. Effective Date.....................................................74
16.26. Eligible Class.....................................................74
16.27. Eligible Retirement Plan...........................................74
16.28. Eligible Rollover Distribution.....................................74
16.29. Employee...........................................................74
16.30. Employer...........................................................74
16.31. Employment Commencement Date.......................................74
16.32. ERISA..............................................................75
16.33. Family Member......................................................75
16.34. Fiscal Year........................................................75
16.35. Forfeiture.........................................................75
16.36. Former Participant.................................................75
16.37. Full Credit Accrual Service........................................75
16.38. Highly Compensated Employee........................................75
</Table>
Exhibit C
<Page>
<Table>
16.39. Highly Compensated Participant.....................................77
16.40. Hour of Service....................................................77
16.41. Inactive Participant ..............................................79
16.42. Insilco Group......................................................79
16.43. Insilco Plan.......................................................79
16.44. Key Employee.......................................................79
16.45. Late Retired Participant...........................................80
16.46. Late Retirement Date...............................................80
16.47. Leased Employee ...................................................81
16.48. Limitation Year....................................................81
16.49. Non-Highly Compensated.............................................81
16.50. Non-Key Employee...................................................81
16.51. Normal Form of Benefit.............................................81
16.52. Normal Retirement Age..............................................81
16.53. Normal Retirement Date.............................................81
16.54. Participant........................................................82
16.55. Participating Employer.............................................82
16.56. Period of Severance................................................82
16.57. Plan...............................................................82
16.58. Plan Administrator.................................................82
16.59. Plan Year..........................................................83
16.60. Predecessor Employer...............................................83
16.61. Present Value of Accrued Benefit...................................83
16.62. Primary Social Security Retirement Benefit.........................83
16.63. Qualified Domestic Relations Order.................................84
16.64. Qualified Joint and Survivor Annuity...............................84
16.65. Qualified Pre-Retirement Survivor Annuity..........................84
16.66. Re-employment Commencement Date....................................84
16.67. Re-entry Date......................................................84
16.68. Regulation.........................................................84
16.69. Required Contribution Account......................................85
16.70. Required Contribution Accrued Benefit..............................85
16.71. Required Contributions.............................................85
16.72. Retired Participant................................................86
16.73. Social Security Retirement Age.....................................86
16.74. Severance Date.....................................................86
16.75. Spouse.............................................................86
16.76. Straight Life Annuity..............................................86
16.77. Super Top-Heavy Plan...............................................86
16.78. Suspended Participant..............................................86
16.79. Terminated Participant.............................................87
16.80. Top-Heavy Group....................................................87
16.81. Top-Heavy Plan.....................................................87
16.82. Top-Heavy Ratio....................................................88
</Table>
Exhibit C
<Page>
<Table>
16.83. Top-Paid Group.....................................................89
16.84. Trust Agreement....................................................89
16.85. Trust Fund.........................................................89
16.86. Trustee............................................................89
16.87. Valuation Date.....................................................89
16.88. Vested Accrued Benefit.............................................90
16.89. Year of Accrual Service............................................90
16.90. Year of Eligibility Service........................................91
16.91. Year of Service....................................................91
16.92. Year of Vesting Service............................................92
</Table>
Exhibit C
<Page>
LPL TECHNOLOGIES INC.
RETIREMENT PLAN
BY RESOLUTION of its Board of Directors, on the __________ day of
________ , 1994, AMPHENOL CORPORATION, a Delaware corporation, has approved and
adopted a Defined Benefit Pension Plan for certain Employees, effective as of
the first day of January, 1989, which amends and restates the LPL TECHNOLOGIES
INC. RETIREMENT PLAN as previously amended effective January 1, 1985
(hereinafter referred to as the "Predecessor Plan"). This amended and restated
Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee who
(a) is a salaried employee of LPL Technologies Inc., Times Fiber
Communications, Inc. or Amphenol Corporation Headquarters; excluding, however
any Amphenol operations employee hired prior to June 1, 1987;
(b) has completed one (1) Year of Eligibility Service;
(c) has attained twenty-one (21) years of age; and
(d) has agreed in writing to make Required Contributions
will become a Participant on the first day of the month coinciding with or next
following the date such requirements are satisfied, provided said Employee is
still employed by the Employer and in the Eligible Class as of such date. If not
employed in the Eligible Class on such date, the Employee will become a
Participant as of the date he first performs an Hour of Service as an Eligible
Employee if a Break in Service has not occurred. Notwithstanding the above,
effective January 1, 2000 through December 31, 2001, any Employee who satisfies
(a) above will become a Participant on the first day of the month coinciding
with or next following the date such requirement is satisfied, provided said
Employee is still employed by the Employer and in the Eligible Class as of such
date.
1.2. Service Computation Period:
For purposes of determining Years of Eligibility Service and Breaks in Service
for purposes of eligibility, the initial eligibility computation period is the
12-consecutive month period beginning on the Employee's Employment Commencement
Date.
1.3. Service Credit: All Years of Service with the Employer are
counted toward Years of Eligibility Service except the following:
Exhibit C
- 1 -
<Page>
In the case of a Participant who does not have any nonforfeitable right to the
Accrued Benefit derived from Employer contributions, Years of Eligibility
Service before a period of consecutive Breaks in Service will not be taken into
account in computing service if the number of consecutive Breaks in Service in
such period equals or exceeds the greater of five (5) or the aggregate number of
Years of Eligibility Service completed by the Employee before such break. Such
aggregate number of Years of Eligibility Service will not include any Years of
Eligibility Service disregarded under the preceding sentence by reason of prior
Breaks in Service.
If a Participant's Years of Eligibility Service are disregarded pursuant to the
preceding paragraph, such Participant will be treated as a new Employee for
eligibility purposes. If a Participant's Years of Eligibility Service may not be
disregarded pursuant to the preceding paragraph, such Participant will continue
to participate in the Plan, or, if terminated, will participate immediately upon
re-employment in the Eligible Class and completion of a written election to make
Required Contributions.
1.4. Change in Classification of Employment: In the event a
Participant is no longer a member of the Eligible Class of Employees and becomes
ineligible to participate but has not incurred a Break in Service, such Employee
will participate immediately upon returning to the Eligible Class of Employees,
and completion of a written election to make Required Contributions. If such
Participant incurs a Break in Service, eligibility will be determined under the
Break in Service rules of the Plan.
In the event an Employee who is not a member of the Eligible Class of
Employees becomes a member of the Eligible Class, such Employee will participate
on the first day of the month coinciding with or next following the date of
completion of a written election form permitting the Employer to retain Required
Contributions if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall contribute to the
Plan from time to time such amounts as the Plan Administrator and the Employer
shall determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
Exhibit C
- 2 -
<Page>
2.2. Limitation on Contribution. Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or to correct an error, in which event, the Employer shall make a
contribution to the Plan even if it causes the limitation under Code Section 404
to be exceeded.
2.3. Time of Payment: The Employer will pay to the Trustee its
contribution to the Plan for each Plan Year, within the time prescribed by law,
including extensions of time, for the filing of the Employer's federal income
tax return for the Fiscal Year. The Employer will pay to the Trustee any
Required Contributions as of the earliest date on which such contributions can
reasonably be segregated from the Employer's general assets, but in any event
within ninety (90) days from the date on which such amounts would otherwise have
been payable to the Participant in cash.
2.4. No Additional Liability: The pension benefits to be provided
under the Plan shall be only such as can be provided by the assets of the Trust
fund and, except as provided by law, there shall be no liability or obligation
on the part of the Employer to make any further contributions to the Plan in the
event of its termination. Except as otherwise required by ERISA or other
applicable law, no liability for the payment of benefits hereunder shall be
imposed upon the Employer, or the officers, directors or stockholders of the
Employer.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions: Notwithstanding any provision of this
Plan to the contrary, effective January 1, 2000, no contributions shall be
required of Participants as a condition for receiving benefits provided
hereunder.
A Participant's Required Contribution Account shall be fully
vested and nonforfeitable at all times.
Withdrawals from a Participant's Required Contribution Account
are not permitted prior to termination of employment.
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who terminates
employment upon attaining Normal Retirement Age will be entitled to receive
normal
Exhibit C
- 3 -
<Page>
retirement benefits in the amount of the Participant's Accrued Benefit.
If the Participant elects to continue working past his or her Normal Retirement
Age, he or she will continue as an active Participant and no distribution shall
be made to such Participant until his or her actual retirement date, unless a
minimum distribution is required by law.
(a) Accrued Benefit. The amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who retires on his or her
Normal Retirement Date shall be equal to such Participant's monthly Accrued
Benefit as of any date, as determined below.
(1) A Participant's Accrued Benefit as of any date before
October 1, 1978, shall be an amount equal to the product of (i) and (ii),
reduced by (iii) below:
(i) Fifty percent (50%) of such Participant's Average
Monthly Compensation (determined as if the date of reference were his Normal
Retirement Date) if he would have had Full Credit Accrual Service if he had
continued in service until his Normal Retirement Date, reduced proportionately
for less than Full Credit Accrual Service.
(ii) A fraction, the numerator of which is the
Participant's actual Years of Accrual Service up to the date of reference, and
the denominator of which is the number of Years of Accrual Service that the
Participant would have had if he had continued in service until his Normal
Retirement Date.
(iii) Fifty percent (50%) of the Participant's estimated
Primary Social Security Amount, if he would have had Full Credit Accrual Service
if he had continued in service until his Normal Retirement Date, reduced
proportionately for less than Full Credit Accrual Service.
(2) A Participant's Accrued Benefit as of any date after
October 1, 1978 and before January 1, 1989, shall be an amount equal to the
product of [(i) - (ii)] and (iii):
(i) Fifty percent (50%) of such Participant's Average
Monthly Compensation (determined as if the date of reference were his Normal
Retirement Date) if he would have had Full Credit Accrual Service if he had
continued in service until the third anniversary of his Normal Retirement Date,
reduced
Exhibit C
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proportionately for less than Full Credit Accrual Service if he had
continued in service until such anniversary;
(ii) Fifty percent (50%) of such Participant's estimated
Primary Social Security Retirement Benefit (determined as if the date of
reference were his Normal Retirement Date) if he would have had Full Credit
Accrual Service if he had continued in service until the third anniversary of
his Normal Retirement Date, reduced proportionately for less than Full Credit
Accrual Service if he had continued in service until such anniversary;
(iii) a fraction, the numerator of which equals the
Participant's Years of Accrual Service plus Years of Service between his Normal
Retirement Date and the third anniversary of his Normal Retirement Date up to
the date of reference, and the denominator of which is
(A) if such Participant could ever attain Full Credit
Accrual Service, the aggregate number of Years of Accrual Service and Years of
Service between his Normal Retirement Date and the third anniversary of his
Normal Retirement Date the Participant would accumulate if he continued in
service until he attained Full Credit Accrual Service, and
(B) otherwise, the number of Years of Accrual Service
plus Years of Service between his Normal Retirement Date and the third
anniversary of his Normal Retirement Date he would have had if he continued in
service until the third anniversary of his Normal Retirement Date.
(3) A Participant's Accrued Benefit as of any date after
January 1, 1989, shall be an amount equal to (i) minus (ii) below:
(i) two percent (2%) of such Participant's Average
Monthly Compensation multiplied by such Participant's Years of Accrual Service
up to a maximum of Twenty-five (25) years; minus
(ii) two percent (2%) of such Participant's estimated
Primary Social Security Retirement Benefit multiplied by such Participant's
Years of Accrual Service, up to a maximum of Twenty-five (25) years.
Exhibit C
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Notwithstanding the foregoing, in no event will a Participant's
Accrued Benefit as of any date after January 1, 1997, be less than one and five
tenths of one percent (1.5%) of such Participant's Average Monthly Compensation
multiplied by the aggregate number of Years of Accrual Service up to a maximum
of fifteen (15).
(b) Minimum Benefit Attributable to Required Contributions. A
Participant's retirement benefit at Normal Retirement Age in the Normal Form
will not be less than his Required Contribution Accrued Benefit.
(c) Payment of Normal Retirement Benefits. Normal retirement
benefits will be payable as of the Participant's Normal Retirement Date in
accordance with the Article herein entitled "Payments of Benefits". If the
Participant begins receiving benefits at an age other than Normal Retirement
Age, the Participant's benefit will be determined in accordance with the
appropriate Section of this Article.
4.2 Normal Form of Retirement Benefit: The Normal Retirement Benefit
payable to a Participant pursuant to this Article shall be a monthly pension
commencing on the Participant's retirement date and continuing for life with a
five (5) year certain period. The actual form of distribution of such benefit,
however, shall be determined by reference to the Article herein entitled
"Payment of Benefits".
4.3 Early Retirement Benefit: A Participant who has attained Early
Retirement Age and who terminates employment with the Employer will be entitled
to receive any one of the following retirement benefits after attaining Early
Retirement Age as the Participant may elect:
(a) a deferred Normal Retirement Benefit, commencing on the first
day of the month preceding the Participant's Normal Retirement Date, determined
in accordance with Section 4.1 above, based upon Years of Accrual Service at the
time of the Participant's actual retirement, or
(b) an early retirement benefit equal to the deferred benefit
provided in (a) above reduced by 1/180th for each month of the first sixty (60)
months by which the Participant's Early Retirement Date precedes his or her
Normal Retirement Date, plus an additional 1/360th for each month in excess of
sixty (60) by which the Participant's Early Retirement Date precedes his or her
Normal Retirement Date.
In the event that a Participant shall terminate employment prior
to attaining the Early Retirement Age, but having satisfied the service
requirement, the Participant shall be entitled to elect benefits hereunder upon
satisfaction of the age requirement.
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Early retirement benefits shall be payable to the Participant on
the first day of the first month after the Participant shall have become
eligible for such benefits, shall have filed an application for such benefits
and shall otherwise be payable in accordance with the Article herein entitled
"Payments of Benefits".
4.4 Late Retirement Benefit: In the event a Participant continues
employment beyond his Normal Retirement Date, no retirement benefit will be paid
to the Participant until he actually retires; subject, however, to any minimum
distributions required under Code Section 401(a) (9) or this Plan. A
Participant's retirement benefit on his Late Retirement Date shall be equal to
the Participant's retirement benefit recalculated using the Participant's Years
of Accrual Service and Average Monthly Compensation determined as of the
Participant's actual retirement date.
A Participant's retirement benefit payable in the Normal Form of
Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
The monthly retirement benefit calculated pursuant to this Section
shall be offset by the Actuarial Equivalent of the total minimum distributions
required under Code Section 401(a) (9) actually made prior to the Participant's
actual retirement date.
Late retirement benefits will be paid as soon as practicable after the
Participant's Late Retirement Date in accordance with the Article herein
entitled "Payment of Benefits".
4.5 Benefits for Certain Former Participants in Insilco Plan:
(a) The yearly pension of any active Participant who
(i) was an active member of the Insilco Plan on February 24,
1977,
(ii) either was an active member of the Insilco Plan on June
30, 1974 or was an eligible employee under the Insilco Plan on July 1, 1974 and
thereafter became an active member of the Insilco Plan on or before July 1,
1975, and
(iii) becomes a Retired Participant, a Suspended Participant
or a Terminated Participant after the Effective Date,
shall be the greater of the amount determined under Section 4.1 or 4.3, as the
case may be, or an amount determined under subsection (b), (c) or (d) of this
Section 4.5.
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(b) If the active Participant retires on his or her Normal
Retirement Date, then the Normal Retirement Benefit determined under this
Section 4.5 shall be an annual amount equal to the sum of:
(i) for Years of Accrual Service after January 2, 1970,
(a) 1 1/2% of the first $9,600 of his or her Compensation
multiplied by Years of Accrual Service after January 2, 1970, plus
(b) 2 1/4% of Compensation in excess of $9,600
multiplied by Years of Accrual Service after January 2, 1970;
(ii) for Years of Accrual Service during the period beginning
on July 1, 1968 and ending on December 31, 1969,
(a) 1% of the first $4,800 of his or her Compensation
multiplied by such Years of Accrual Service, plus
(b) 2% of Compensation in excess of $4,800 multiplied by
such Years of Accrual Service;
(iii) for Years of Accrual Service during the period
beginning on July 1, 1965 and ending on June 30, 1968, 50% of his Required
Contributions during the Plan Year (or portion thereof); and
(iv) for Years of Accrual Service prior to July 1, 1965, the
yearly amount of the pension accrued to the Participant under Group Annuity
Contract No. GA-0255 issued by the Aetna Life Insurance Company, or any
designated successor insurer to Insilco Corporation, as determined thereunder.
(c) If an active Participant becomes a Retired Participant on an
Early Retirement Date, then the Early Retirement Date, then the Early Retirement
Benefit determined under this Section 4.5 shall be an annual amount equal to his
Accrued Benefit on his Early Retirement Date determined by references to
paragraph (b) above, reduced by one-quarter of one percent for each month by
which his Early Retirement Date precedes the first day of the month coinciding
with or next following his 62nd birthday and by an additional one-twelfth of one
percent (making an aggregate reduction of one-third of one percent) for each
month by which his Early Retirement Date precedes the first day of the month
coinciding with or next following his 60th birthday. No further reduction for
early retirement shall apply.
(d) If a Terminated Participant becomes a Retired Participant on
an Early Retirement Date on or after October 1, 1978, then the Early Retirement
Benefit determined under this Section 4.5 shall be an annual amount equal to his
Accrued
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Benefit on his Early Retirement Date determined by reference to paragraph (b)
above, reduced by one-quarter of one percent for each month by which his Early
Retirement Date precedes the first day of the month coinciding with or next
following his 62nd birthday and by an additional one-twelfth of one percent
(making an aggregate reduction of one-third of one percent) for each month by
which his Early Retirement Date precedes the first day of the month coinciding
with or next following his 60th birthday. No further reduction for early
retirement shall apply.
(e) In determining the yearly pension of any active Participant
who was an active member of the Insilco Plan continuously from July 1, 1965
until June 30, 1974, in applying the formula described in Section 4.1 such
active Participant shall be granted an additional period of Accrual Service, not
to exceed four (4) years, equal to the eligibility service of such member under
the Insilco Plan between (i) the first day of the month coinciding with or next
following the later of (a) the date on which he had completed one (1) year of
such eligibility service and attained age thirty (30) or (b) the date on which
his employer was designated as a Participating Employer, and (ii) the date on
which he became an active member under the Insilco Plan, but such additional
Accrual Service shall be included under such formula only if the Member became
an active member under the Insilco Plan when he was first eligible to do so.
(f) A Participant entitled to a benefit under the Insilco Plan
must choose the same Early, Normal or Late Retirement Date under the Plan as
under the Insilco Plan.
4.6 Disability Benefits: DISABILITY RETIREMENT BENEFITS. If a
Participant ceases to be an active Employee as a result of a Disability, said
Participant shall be entitled to either of the following disability retirement
benefits, beginning after attaining Earliest Retirement Date, as the Participant
may elect:
(a) A deferred Disability retirement benefit commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above, or
(b) An early Disability retirement benefit commencing after the
Participant has attained Early Retirement Age equal to the deferred benefit
provided in paragraph (a) above, reduced in accordance with the provisions of
Section 4.3.
Disability retirement benefits will be paid as soon as practicable
after the Participant's Disability Retirement Date in accordance with the
Article herein entitled "Payment of Benefits".
SUPPLEMENTAL CREDIT DURING PERIODS OF DISABILITY. A Participant who
becomes a Retired Participant after a period of Disability will receive
supplemental credits described below for purposes of determining retirement
benefits for the period of
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his or her Disability, provided either of the following conditions applies on
the date such Participant becomes a Retired Participant:
(a) the Disability exists on the Participant's Normal Retirement
Date and has existed continuously for at least nine months; or (b) the
Disability does not exist on the Participant's Normal Retirement Date but had
continuously existed for at least one year prior to the Participant's Normal
Retirement Date, and immediately following cessation of Disability the
Participant has returned to service with the Employer for the period remaining
to the applicable retirement date.
AMOUNT OF SUPPLEMENTAL CREDIT. The amount of supplemental credit for a
Participant who becomes a Retired Participant will equal the amount determined
by including as Years of Accrual Service each period of Disability taking into
account the Participant's Compensation during the twelve (12) calendar months
immediately preceding the date on which the Disability commenced.
LOSS OF SUPPLEMENTAL CREDIT. A Participant for whom a period of
disability has existed shall be ineligible for supplemental credit if:
(a) he refuses to undergo a medical examination ordered by the
insurer under the Employer's long term disability plan; provided, however, that
he may not be required to undergo a medical examination more often than twice in
each calendar year; or
(b) he refuses to return to work for an Affiliated Employer after
the insurer under the Employer's long term disability plan determines on the
basis of medical examination that he has sufficiently recovered to return to
work.
TERMINATION OF DISABILITY. A period of Disability will end immediately
before the earlier of (a) the Participant's Normal Retirement Date or (b) the
date the Participant is no longer eligible for payments under the Employer's
long term disability plan. A Participant for whom a period of Disability exists
immediately before his Normal Retirement Date will become a Retired Participant
on his Normal Retirement Date.
4.7 Death Benefits:
If a Participant dies before his Annuity Starting Date, death benefits
shall be determined under the following subsections. The distribution of death
benefits shall be subject to the Article herein entitled "Payment of Benefits".
(a) Qualified Preretirement Survivor Annuity: The provisions of
this section shall apply on or after August 23, 1984, to any Participant who is
credited with at least one Hour of Service or one hour of paid leave on or after
August 23, 1984.
Exhibit C
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The distribution of death benefits shall be subject to the Article herein
entitled "Payment of Benefits".
A Qualified Preretirement Survivor Annuity shall be payable as a
death benefit with respect to a Participant who dies before his Annuity Starting
Date if the following requirements are met:
(1) The Participant is survived by a Spouse to whom he was
continuously married throughout the one-year period ending on the date of his
death,
(2) The Participant's vested and nonforfeitable interest in
his or her Accrued Benefit attributable to Employer contributions on the date of
his death was greater than zero, and
(3) The Participant and his Spouse have not waived the
Qualified Preretirement Survivor Annuity. Any waiver of the Qualified
Preretirement Survivor Annuity must be made in accordance with the Article
herein entitled "Joint and Survivor Annuity Requirements".
If the above requirements are met on the date the Participant dies, a
Qualified Preretirement Survivor Annuity shall be payable. Benefits shall be
payable on the first day of any month on or after the earliest date retirement
benefits could have been paid to the Participant if he had ceased to be Employee
on the date of his death and survived to such date. If a Spouse dies before the
date the Qualified Preretirement Survivor Annuity starts, the only death benefit
payable from a Participant's Accrued Benefit is that provided in (c) below.
If a Single-Sum Death Benefit would otherwise be payable in (c) below,
the monthly benefit payable to the Spouse under the Qualified Preretirement
Survivor Annuity shall not be less than the monthly benefit which is the
Actuarial Equivalent of the Single-Sum Death Benefit at the date benefits start.
If the Participant and his Spouse waive the Qualified Preretirement
Survivor Annuity, pursuant to the provisions of the Article herein entitled
"Joint and Survivor Annuity Requirements", by electing to have the Single-Sum
Death Benefit in (c) below paid to the Participant's Beneficiary after the
requirements above are met, the Qualified Preretirement Survivor Annuity shall
be reduced. The amount of the reduction shall be equal to the monthly benefit
which is the Actuarial Equivalent of what would have been the Single-Sum Death
Benefit at the date benefits start.
(b) Pre-Retirement Survivor Annuity - Death in Service:
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A Pre-Retirement Survivor Annuity shall be payable with respect to a
Participant who dies before his Annuity Starting Date if the following
requirements are met:
(1) The Participant dies while an active Participant prior to his
Normal Retirement Date;
(2) The Participant shall have completed Five (5) Years of Eligibility
Service; and
(3) The Participant is survived by a Spouse to whom he was
continuously married throughout the one-year period ending on the date of his
death whom he has elected as his sole primary Beneficiary.
The Pre-Retirement Survivor Annuity shall be payable to the Spouse of
the Participant in lieu of that provided in subsection (a) above in an amount
equal to fifty percent (50%) of the benefit that would have been payable to the
Participant if the Participant had separated from service on that date of death,
and commenced benefits in the Normal Form on his or her Normal Retirement Date;
provided, however, that if the surviving Spouse's age is more than five (5)
years less than the Participant's age (the age of each being determined as being
the age at his or her birthday nearest the date of the Participant's death),
such fifty percent (50%) shall be decreased by subtracting therefrom one percent
(1%) for each year in excess of five (5) years that the Spouse's age is less
than the Participant's age.
The minimum Pre-Retirement Survivor Annuity payable hereunder shall be
six hundred dollars ($600.00) per year.
Benefits shall be payable on the first day of the month following the
date of the Participant's death.
(c) Single-sum Death Benefit:
If the requirements of subsection (a) or (b) above have not been met
on the date a Participant dies, a Single-Sum Death Benefit equal to the
Participant's Required Contribution Account shall be payable to the
Participant's Beneficiary as a death benefit with respect to the Participant. If
the requirements of subsection (a) above have been met on the date such
Participant dies and the Qualified Pre-retirement Survivor Annuity has not been
waived, but the Participant's Spouse dies before the Qualified Pre-retirement
Survivor Annuity starts, this Single-Sum Death Benefit, determined as of the
date of the Spouse's death, shall be paid to the Spouse's Beneficiary.
Exhibit C
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If the requirements of subsection (b) above have been met on the date
such Participant dies, a Single-Sum Death Benefit equal to the excess, if any,
of the Participant's Required Contribution Account over the Actuarial Equivalent
of the pre-retirement survivor annuity payable to the Participant's Spouse
pursuant to (b) above, shall be payable to the Participant's Beneficiary as an
additional death benefit with respect to the Participant.
(d) Death Benefit After Actual Retirement Date but Before the Annuity
Starting Date:
(1) If a Participant dies on or after his actual Retirement date
and before his Annuity Starting Date, the provisions of subsections (a) through
(c) shall not apply. Instead, the death benefit shall be based on the Normal
Form of Benefit or a properly elected optional form of benefit. This death
benefit is the death benefit which would have been payable to the Participant's
Beneficiary or contingent annuitant if the Participant's retirement date had
occurred on the date he died. For purposes of this death benefit only, an
election of an optional form of benefit shall be a qualified election even if it
is not made within 90 days of the date retirement benefits would have begun if
it meets all of the other requirements for a qualified election.
(2) Any death benefit payable after a Participant's Annuity
Starting Date will be determined by the form of retirement benefit in effect on
a Participant's Annuity Starting Date.
4.8 Benefits on Termination of Employment - Deferred Vested Pension: A
Participant who terminates employment prior to Normal Retirement Age, Early
Retirement Age, Disability or death will be entitled to receive benefits in the
amount of the Participant's vested Accrued Benefit. The amount of the monthly
retirement benefit to be provided for each Participant who becomes an Inactive
Participant prior to his Normal or Early Retirement Date, date of Disability or
death shall be determined as follows:
(a) A deferred monthly retirement benefit in the Normal Form to
begin on his Normal Retirement Date. The deferred retirement benefit will be
equal to the product of (i) and (ii), but reduced by the Actuarial Equivalent of
any benefits previously received:
(i) The Participant's Accrued Benefit as of the day before he
or she became an Inactive Participant;
(ii) The Participant's vesting percentage on the date he or
she ceased to be an Employee.
Exhibit C
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(b) A deferred monthly retirement benefit in the Normal Form of
Benefit to begin on his Early Retirement Date, in the event that all service
requirements have been satisfied. The deferred early retirement benefit shall be
equal to the product of (i) and (ii), but reduced by the Actuarial Equivalent of
any benefits previously received:
(i) the Participant's early retirement benefit set forth in
Section 4.3; and
(ii) the Participant's vesting percentage on the date he or
she ceased to be an Employee.
The amount of payment under any form (other than the Normal Form of
Benefit) shall be determined as provided under the Article herein entitled
"Payment of Benefits".
4.9 In-Service Benefits: No distribution of benefits shall be made to
a Participant while still employed by an Affiliated Employer. No distribution
will be made to a Participant who remains in the employ of an Affiliated
Employer beyond Normal Retirement Age, unless a minimum distribution is required
by law.
4.10. Restoration of Benefit: If an Employee receives a distribution
of a Vested Accrued Benefit under the Plan and the Employee resumes employment
in the Eligible Class, he or she shall have the right to restore his or her
employer-provided Accrued Benefit to the extent forfeited upon the repayment to
the Plan of
(a) the amount of the distribution,
(b) interest on such distribution compounded annually at the rate
of five percent (5%) per annum from the date of distribution to the date of
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded annually
at the rate of one hundred twenty percent (120%) of the federal mid-term rate
(as in effect under Code Section 1274 for the first month of a Plan Year) from
the beginning of the first Plan Year beginning after December 31, 1987 or the
date of distribution, whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5) years
after the first date on which the Participant is subsequently reemployed by the
Employer, or the date the Participant incurs five (5) consecutive Breaks in
Service following the date of distribution. If an Employee is deemed to receive
a distribution, and the Employee resumes employment in the Eligible Class before
the date the Participant
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incurs five (5) consecutive Breaks in Service, upon the reemployment of such
Employee in the Eligible Class, the employer-provided Accrued Benefit will be
restored to the amount of such Accrued Benefit on the date of the deemed
distribution.
4.11. Non-Duplication of Benefits: If an Inactive Participant who is
no longer actively employed by the Employer again becomes actively employed by
the Employer in the Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to have received a distribution of a vested Accrued Benefit under
the Plan by reason of prior participation (and such distribution has not been
repaid to the Plan with interest as described in the preceding Section 4.10
within a period of the earlier of five (5) years after the first date on which
the Participant is subsequently reemployed by the Employer or the close of the
first period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit
determined as of the date of distribution.
4.12. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer
contributions to be provided under this Section for each Non-Key Employee who is
a Participant during a Plan Year in which the Plan is Top-Heavy Plan shall equal
the product of (1) said Participant's compensation averaged over the five (5)
consecutive Limitation Years (or actual number of Limitation Years, if less)
which produce the highest average and (2) the lesser of (i) two percent (2%)
multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under
Code Section 416, a Non-Key Employee who is not a Participant solely because (1)
his Compensation is below a stated amount or (2) he declined to make required
contributions (if required) to the Plan will be considered to be a Participant.
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Years of Service for any Plan
Year beginning before January 1, 1984, or for any Plan Year during which the
Plan was not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation
Year ending in a Plan Year which began prior to January 1, 1984, subsequent to
the last Limitation Year during which the Plan is a Top-Heavy Plan, or in which
the Participant failed to complete a Year of Service, shall be disregarded.
Exhibit C
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(e) For the purposes of determining the top-heavy minimum benefit
under this Section, Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of Benefits" provides
for the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrual Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If Non-Key Employee participates in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, the extra minimum Accrued Benefit (required by the Article
herein entitled "Section 415 Limitation on Benefits" to provide the higher
limitations) shall be provided for each Non-Key Employee who is a Participant by
substituting three percent (3%) for two percent (2%) and thirty percent (30%)
for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, a minimum allocation of five percent (5%) of
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan.
However, for any Plan Year when (1) the Plan is a Top-Heavy
Plan but not a Super Top-Heavy Plan and (2) a Key Employee is a Participant
in both this Plan and a defined contribution plan included in a Required
Aggregation Group which is top-heavy, seven and one-half percent (7 1/2%)
shall be substituted for five percent (5%) above.
(k) The preceding provisions of this Section shall be
inapplicable to the extent not required of this Plan pursuant to Code Section
416(i)(4).
4.13. Transfers; Service with Affiliated Employers. The benefits
provided hereunder as to an Employee who transfers employment to or from an
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Affiliated Employer shall be determined by reference to this Article and the
Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS".
4.14. Aetna Annuitized Benefits: The Participant's Accrued Benefit
payable hereunder will be reduced and offset by the Actuarial Equivalent of the
annuitized retirement benefit provided under Aetna contract GA-0255 and Aetna
contract GA-7646.
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1 Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the exceptions
below, the maximum Annual Benefit payable to a Participant under this Plan in
any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's
Compensation averaged over the three consecutive Limitation Years (or the actual
number of Limitation Years for Employees who have been employed for less than
three consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit", payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
(c) Notwithstanding anything in this Article to the contrary, if
the Plan was in existence on May 6, 1986, and had complied at all times with the
requirements of Code Section 415, the maximum Annual Benefit for any individual
who is a Participant as of the first day of the Limitation Year beginning after
December 31, 1986, shall not be less than the Current Accrued Benefit. "Current
Accrued Benefit" shall mean a Participant's Accrued Benefit under the Plan,
determined as if the Participant had separated from service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415(b) (2). In determining the
amount of a Participant's Current Accrued Benefit, the following shall be
disregarded: (1) any change in the terms and conditions of the Plan after May 5,
1986; and (2) any cost of living adjustment occurring after May 5, 1986.
Exhibit C
- 17 -
<Page>
(d) The dollar limitation under Code Section 415(b) (1) (A)
stated in paragraph (a) (1) above shall be adjusted annually as provided in Code
Section 415(d) pursuant to the Regulations. The adjusted limitation is effective
as of January 1st of each calendar year and is applicable to Limitation Years
ending with or within that calendar year.
(e) The limitation stated in paragraph (a) (2) above for
Participants who have separated from service with a non-forfeitable right to an
Accrued Benefit shall be adjusted annually as provided in Code Section 415(d)
pursuant to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member
of a controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563 (a) or Code Section 414 (b) and (c) as modified
by Code Section 415 (h)) or is a member of an affiliated service group (as
defined by Code Section 414 (m)), all employees of such employers shall be
considered to be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code
Section 413 (c) plan, all employers of a Participant who maintain this Plan will
be considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is consistent with the reduction for old-age insurance
benefits commencing before the Social Security Retirement Age under the Social
Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
benefit begins on or after age sixty-two (62). If the Annual Benefit begins
before age sixty-two (62), the $90,000 limitation shall be reduced by each month
benefits commence before the Participant attains age sixty-two (62) so that it
is the Actuarial Equivalent of the $90,000 limitation beginning at age sixty-two
(62). However, the $90,000 limitation shall not be actuarially reduced to less
than:
Exhibit C
- 18 -
<Page>
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age fifty-five (55) if the Annual Benefit commences prior
to age fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable
prior to age sixty-two (62) or the $75,000 limitation applicable prior to age
fifty-five (55), the adjustment shall be made pursuant to the general principles
set forth in this Plan for determining Actuarial Equivalence except that the
interest rate assumption shall be the greater of five percent (5%) or the rate
specified in Schedule A hereto and the mortality decrement shall be ignored to
the extent that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age sixty-two (62), then
the $90,000 limitation shall be reduced so that it is the Actuarial Equivalent
of the $90,000 limitation beginning at age sixty-two (62). However, the $90,000
shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age fifty-five (55) if the Annual Benefit commences prior
to age fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable
prior to age sixty-two (62) or the $75,000 limitation applicable prior to age
fifty-five (55), the adjustment shall be made pursuant to the general principles
used herein for determining the Actuarial Equivalent except that the interest
rate assumption shall be the greater of five percent (5%) or the rate specified
in Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(e) For purposes of adjusting the Annual Benefit to a Straight
Life Annuity, the adjustment shall be made pursuant to Section 2.2 except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A hereto.
Exhibit C
- 19 -
<Page>
(f) For purposes of adjusting the $90,000 limitation applicable
after age 65, the adjustment shall be made the Actuarial Equivalent except that
the interest rate assumption shall be the lesser of five percent (5%) or the
rate specified in Schedule A hereto and the mortality decrement shall be ignored
to the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable
after the Participant's Social Security Retirement Age (or for Plan Years
beginning prior to January 1, 1987, age 65) the adjustment shall be made for the
Actuarial Equivalent except that the interest rate assumption shall be the
lesser of five percent (5%) or the rate specified in Schedule A hereto and the
mortality decrement shall be ignored to the extent that a Forfeiture does not
occur at death.
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit not in Excess of $10,000: This Plan may pay an
Annual Benefit to any Participant in excess of his maximum Annual Benefit if the
Annual Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
5.4. Participation or Service Reductions: If a Participant has less
than ten (10) years of participation in the Plan at the time he begins to
receive benefits under the Plan, the limitations in Sections 5.1(a)(1) and 5.2
shall be reduced by multiplying such limitations by a fraction (a) the numerator
of which is the number of years of participation (or part thereof) in the Plan,
and (b) the denominator of which is ten (10); provided, however, that said
fraction shall in no event be less than 1/10th. The limitations of Sections
5.1(a)(2) and 5.3 shall be reduced in the same manner except the preceding
sentence shall be applied with respect to Years of Service with the Employer
rather than years of participation in the Plan. Additionally, to the extent
provided in Regulations, for years beginning after December 31, 1986, the above
described reductions to the limitations in Sections 5.1(a)(1) (except for
purposes of Section
Exhibit C
- 20 -
<Page>
5.5(c)(2)) and 5.2 shall be applied separately with respect to each change in
the benefit structure of the Plan adopted before August 3, 1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(f) below, if a
Participant is (or has been) a participant in or more defined benefit plans and
one or more defined contribution plans maintained by the Employer, the sum of
the defined benefit plan fraction and the defined contribution plan fraction for
any Limitation Year may not exceed 1.0.
(b)(1) The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans (whether terminated or not) maintained by the
Employer, and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation determined for the Limitation Year under
Code Sections 415(b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415(b).
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after December 31,
1986, in one or more defined benefit plans maintained by the Employer which were
in existence on May 6, 1986, the denominator of this fraction will not be less
than one hundred twenty-five percent (125%) of the sum of the annual benefits
under such plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes in
the terms and conditions of such plans after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of the Code Section 415 for all Limitation Years
beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section 415,
the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
(3) For purposes of applying the limitations of Code Section 415,
"protected current accrued benefit" for any Participant in a defined benefit
plan in existence on July 1, 1982 will be the accrued benefit, payable annually,
provided for under question T-3 of Internal Revenue Service Notice 83-10.
(c)(1) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans
Exhibit C
- 21 -
<Page>
(whether or not terminated) maintained by the Employer; and the annual additions
attributable to all welfare benefit funds, as defined in Code Section 415(e) or
individual medical accounts, as defined in Code Section 415(1)(2), maintained by
the Employer, and the denominator of which is the sum of the "maximum aggregate
amounts" for the current and all prior Limitation Years of service with the
Employer (regardless of whether a defined contribution plan was maintained by
the Employer). The "maximum aggregate amount" in any Limitation Year is the
lesser of one hundred twenty-five percent (125%) of the dollar limitation
determined under Code Sections 415(b) and (d) in effect under Code Section
415(c)(1)(A) or thirty-five percent (35%) of the Participant's Section 415
Compensation for such Limitation Year.
If the Employee was a participant as of the end of the first day
of the first Limitation Year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0,
multiplied by
(ii) the denominator of this fraction will be permanently
subtracted from the numerator of this fraction. The adjustment is calculated
using the fractions as they would be computed as of the end of the last
Limitation Year beginning before January 1, 1987, and disregarding any changes
in the terms and conditions of such plans made after May 5, 1986, but using the
Section 415 limitation applicable to the first Limitation Year beginning on or
after January 1, 1987.
The annual addition for any Limitation Year beginning before
January 1, 1987, will not be recomputed to treat all Employee contributions as
annual additions.
(2) Notwithstanding the foregoing, the numerator of the defined
contribution plan fraction will be adjusted pursuant to Regulation 1.415-7(d)(1)
and questions T-6 and T-7 of Internal Revenue Service Notice 83-10.
(3) For defined contribution plans in effect on or before June 1,
1982, the Plan Administrator may elect, for any Limitation Year ending after
December 31, 1982, that the amount taken into account in the denominator for
every Participant for all Limitation Years ending before January 1, 1983 will be
an amount equal to (A) the denominator for the Limitation Year ending in 1982
determined under the law in effect for the Limitation Year ending in 1982,
multiplied by (B) the "transition fraction".
Exhibit C
- 22 -
<Page>
(4) For purposes of the preceding paragraph, the term "transition
fraction" will mean a fraction (A) the numerator of which is the lesser of (i)
$51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the Participant's
415 Compensation for the Limitation Year ending in 1981, and (B) the denominator
of which is the lesser of (i) $41,500 or (ii) twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, $41,500 will be substituted for $51,875 in
determining the "transition fraction" unless the extra minimum allocation is
being provided under the Plan pursuant to Code Section 416(h)(2). However, for
any Limitation Year in which this Plan is a Super Top-Heavy Plan, $41,500 will
be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in which
the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be substituted
for "One Hundred Twenty-five Percent (125%)" in paragraphs (b)(1) and (c)(1)
unless the extra minimum allocation is being provided hereunder pursuant to Code
Section 416(h)(2). However, for any Limitation Year in which the Plan is a Super
Top-Heavy Plan, "One Hundred Percent (100%)" will be substituted for "One
Hundred Twenty-five Percent (125%)" in any event.
(e) If the sum of the defined benefit plan fraction and the defined
contribution plan fraction will exceed 1.0 in any Limitation Year for any
Participant, the Plan Administrator will adjust the numerator of the defined
benefit plan fraction so that the sum of both fractions will not exceed 1.0 in
any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for One
Hundred Twenty-five percent (125%) and $41,500 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any Limitation Year, such Participant will be subject to the following
restrictions for each future Limitation Year until the 1.0 limitation is
satisfied:
(i) the Participant's Accrued Benefit under the defined benefit
plan will not increase,
(ii) no annual additions may be credited to a Participant's
accounts, and
(iii) no Employee contributions (voluntary or mandatory) will be
made under any defined benefit plan or any defined contribution plan of the
Employer.
Exhibit C
- 23 -
<Page>
5.6. Incorporation by Reference: Notwithstanding anything contained in
this Section to the contrary, the limitations, adjustments and other
requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and
nonforfeitable interest in his or her Accrued Benefit attributable to Employer
contributions in accordance with the following schedule, based upon Years of
Vesting Service with the Employer, provided that if a Participant is not already
fully vested, he or she will become so upon attaining Normal Retirement Age or
Early Retirement Age, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1) Hour of Service on or after the
first day of the Plan Year commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 5 0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at least one (1) Hour of Service on or after
the first day of the Plan Year commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 10 0%
10 or more 100%
</Table>
6.2 Top-Heavy Vesting: Notwithstanding the vesting provided for above,
for any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of any
Participant who has one (1) Hour of Service after the Plan becomes a Top-Heavy
Plan will be a percentage of the Participant's Accrued Benefit determined on the
basis of the Participant's number of Years of Vesting Service according to the
following schedule:
Exhibit C
- 24 -
<Page>
TOP-HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
Plan, the Administrator will revert to the vesting schedule in effect before
this Plan became a Top-Heavy Plan. Any such reversion will be treated as a Plan
amendment. The vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA compliance date or when the
Plan is not a Top-Heavy Plan.
6.3 Service Computation Period:
For vesting purposes, Years of Vesting Service and breaks in
Service will be measured by reference to the 12-consecutive month period
commencing on the date the Employee first performs one (1) Hour of Service. Each
subsequent 12-consecutive month period will commence on the anniversary of such
date.
6.4 Service Credit: All Years of Vesting Service with the Employer are
counted to determine the nonforfeitable vested percentage in such Employee's
Employer-provided Accrued Benefit.
6.5 Vesting Break in Service: If any Participant is re-employed after
a Break in Service, Years of Vesting Service prior to the Break in Service will
be counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the post-break
Employer-provided Accrued Benefit only if either:
(a) such Participant has a nonforfeitable interest in the Accrued
Benefit attributable to Employer contributions at the time of separation from
service; or
(b) upon the Participant's return to service, the number of
consecutive Breaks in Service does not exceed the greater of (1) the number of
prior Years of Vesting Service (disregarding any Years of Vesting Service that
were excluded because of a previous Break in Service, or (2) five (5) years; or
Exhibit C
- 25 -
<Page>
(c) upon the Participant's return to service, the Participant
completes one (1) Year of Vesting Service.
6.6. Vesting on Distribution Before Break in Service; Cash-outs: If a
Participant terminates employment and the value of the Participant's vested
Accrued Benefit derived from Employer and Required Contributions is not greater
than $3,500, the Participant will receive a distribution of the value of the
entire vested portion of such Accrued Benefit and the nonvested portion will be
treated as a forfeiture. For purposes of this Article, if the present value of
an Employee's vested Accrued Benefit is zero, the Employee shall be deemed to
have received a distribution of such vested Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with
the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting
schedule or computation of a Participant's nonforfeitable percentage shall apply
to a Participant unless such Participant is credited with an Hour of Service on
or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No amendment
to the Plan will be effective to the extent that it has the effect of decreasing
a Participant's Accrued Benefit. Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted under
Section 412(c)(6) of the
Exhibit C
- 26 -
<Page>
Code. For purposes of this Section, a Plan amendment which has the effect of
decreasing a Participant's Accrued Benefit or eliminating an optional form of
benefit, with respect to benefits attributable to service before the amendment
will be treated as reducing an Accrued Benefit. Furthermore, if the vesting
schedule of a Plan is amended, in the case of an Employee who is a Participant
as of the later of the date such amendment is adopted or the date it becomes
effective, the nonforfeitable percentage (determined as of such date) of such
Employee's right to his or her Employer-provided Accrued Benefit will not be
less than the percentage computed under the Plan without regard to such
amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subject to divestiture for cause.
6.10. Employee Contributions: A Participant will always have a one
hundred percent (100%) vested and nonforfeitable interest in his or her rollover
contributions and other transfer contributions, plus the earnings on all of the
above. No Forfeiture of Employer-provided contributions or benefits will occur
solely as a result of an Employee's withdrawal of any Required Contribution.
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the Participant with
a notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution.
Such notice shall be given to the Participant in person or shall be
mailed to the Participant's current address as reflected in the Employer's
records.
7.2. Waiver of Thirty (30) Day Notice Period: Notwithstanding
the provisions of Section 7.1 above, if a distribution is one to which Code
Sections 401(a)(11) and 417 do not apply, such distribution may commence less
than thirty (30) days after the notice required under Regulation Section
1.411(a)-11(c) is given, provided that:
(a) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least thirty (30) days after
receiving the notice
Exhibit C
- 27 -
<Page>
to consider the decision of whether or not to elect a distribution (and, if
applicable, a particular distribution option), and
(b) the Participant, after receiving the notice, affirmatively
elects the distribution.
7.3 Automatic Form of Payment
(a) General Rule: The automatic form of retirement benefit
payment hereunder for a Participant who does not die prior to his Annuity
Starting Date will be a Qualified Joint and Survivor Annuity for a Participant
who is married, or a Straight Life Annuity with a five (5) year certain period
for a Participant who is unmarried.
(b) Immediate Cash-out for De Minimis Benefits: If the value of
the Participant's vested Accrued Benefit derived from Employer and Employee
contributions (other than qualified voluntary contributions) does not exceed or
did not at the time of any prior distribution exceed $3,500, the Participant
will receive a single sum distribution in cash or property of the value of the
entire vested Accrued Benefit. For purposes of this Article, if the value of a
Participant's vested Accrued Benefit is zero, the Participant will be deemed to
have received a distribution of such vested Accrued Benefit.
7.4. Optional Forms of Benefit:
(a) If the value of a Participant's vested Accrued Benefit
derived from Employer and Employee contributions exceeds $3,500, the
Participant, or if the Participant is married, the Participant with the consent
of the Participant's Spouse, may elect not to receive his or her Vested Accrued
Benefit in the automatic form of payment described above and may direct the
Trustees to distribute the Participant's Vested Accrued Benefit in one or more
of the following modes of payment:
(1) Single Life Annuity;
(2) Single Life Annuity with five years certain;
(3) Single Life Annuity with ten years certain;
(4) Fifty percent (50%) or more Joint and Survivor Annuity;
(5) Fifty percent (50%) or more Joint and Survivor Annuity
with a five (5) or ten (10) year certain period.
Exhibit C
- 28 -
<Page>
A Participant entitled to a benefit under the Insilco Plan must
choose the same form of benefit under the Plan as under the Insilco Plan.
(b) Any election to receive Accrued Benefits prior to the earlier
of Normal Retirement Age or age sixty-two (62) or in a form other than the
Automatic Form of Benefit will be subject to the notice and consent requirements
of the Article herein entitled "Joint and Survivor Annuity Requirements".
(c) The terms of any annuity contract purchased and distributed
to a Participant shall comply with the requirements of the Plan. Any annuity
contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended in
accordance with the rules set forth in the Section below entitled "Suspension of
Benefits", or as otherwise specifically set forth herein, the amount of any form
of benefit under the terms of this Plan will be the Actuarial Equivalent of the
Participant's Accrued Benefit in the Normal Form commencing at Normal Retirement
Age.
7.6. Distribution of Required Contribution Account:
Distribution of benefits due to an Inactive Participant shall
generally be made upon the occurrence of an event which would result in the
distribution had the Participant remained in the employ of the Employer (upon
the Participant's death, Disability, Early or Normal Retirement). However, at
the election of the Participant, the Participant's Required Contribution Account
may be payable to such Inactive Participant on or after the last day of the Plan
Year next following termination of employment. Any distribution of such Required
Contribution Account shall be made in a manner which is consistent with, and
satisfies the provisions of, the Article entitled "Joint and Survivor Annuity
Requirements".
7.7. Payment Without Participant Consent:
(a) In the event that the Participant has terminated employment
and the Participant (and the Participant's Spouse, if applicable) neither
consents to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator may,
upon the Participant's termination of employment, distribute an annuity contract
to the Participant which provides that payments thereunder shall not commence
until a later
Exhibit C
- 29 -
<Page>
date if such annuity contract satisfies the requirements of Sections 401(a)(11)
and 417 of the Code.
7.8. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any part
of the Accrued Benefit could be distributed to the Participant (or surviving
Spouse) before the Participant attains (or would have attained whether or not
deceased) the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued
Benefit derived from Employer and Employee contributions exceeds (or at the time
of any prior distribution exceeded) $3,500, and the Accrued Benefit is
immediately distributable, the Participant and his or her Spouse (or where
either the Participant or the Spouse has died, the survivor) must consent to any
distribution of such Accrued Benefit. The consent of the Participant and the
Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the Participant and
the Participant's Spouse of the right to defer any distribution until the
Participant's Accrued Benefit is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415.
7.9. Limitation of Benefits on Plan Termination: The restrictions of
paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a)4-5(c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of each
Highly Compensated Participant and each former Highly Compensated Employee shall
be limited to a benefit which is nondiscriminatory within the meaning of Code
Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the
monthly payments made from the Plan to Highly Compensated Employees and to
former
Exhibit C
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Highly Compensated Employees who are among the twenty-five most highly paid
Employees with the greatest Compensation in the current or any prior year, shall
be limited to an amount equal to the monthly payments that would be made on
behalf of the Employee under a Straight Life Annuity that is the Actuarial
Equivalent of the sum of the Employee's Accrued Benefit, the Employee's other
benefits under the Plan (other than a social security supplement, within the
meaning of Section 1.411(a)-7(c)(4)(ii) of the Regulations), and the amount the
Employee is entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however,
if
(1) after payment of benefits to an Employee described above,
the value of Plan assets equals or exceeds one hundred ten percent (110%) of the
value of current liabilities, as defined in Code Section 412(d)(7),
(2) the value of benefits provided under the Plan for an
Employee described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to any
Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall
include loans in excess of the amounts set forth in Code Section 72(p)(2)(A),
any periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in full
to the affected Employee if prior to receipt of the restricted amount the
Employee enters into a written agreement with the Plan Administrator to secure
repayment to the Plan of the restricted amount. The restricted amount is the
excess of the amounts distributed to the Employee (accumulated with reasonable
interest) over the amounts that could have been distributed to the Employee
under the Normal Form described in Section 4.1 of the Plan (accumulated with
reasonable interest). The Employee may secure repayment of the restricted amount
upon distribution by: (1) entering into an agreement for promptly depositing in
escrow with an acceptable depositary property having a fair market value equal
to at least one hundred twenty-five percent (125%) of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least one hundred
percent (100%) of the restricted amount, or (3) posting a bond equal to at least
one hundred percent (100%) of the restricted amount. If the Employee elects to
post bond, the bond will be furnished by an insurance company, bonding company
or other surety for federal bonds.
Exhibit C
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The escrow arrangement may provide that an Employee may withdraw
amounts in excess of one hundred twenty-five percent (125%) of the restricted
amount. If the market value of the property in an escrow account falls below one
hundred ten percent (110%) of the remaining restrictive amount, the Employee
must deposit additional property to bring the value of the property held by the
depositary up to one hundred twenty-five percent (125%) of the restricted
amount. The escrow arrangement may provide that Employee may have the right to
receive any income from the property placed in escrow, subject to the Employee's
obligation to deposit additional property, as set forth in the preceding
sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank
that the Employee (or the Employee's estate) is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.
7.10. Early Plan Termination Restrictions: Notwithstanding any
provision in this Plan to the contrary, prior to the Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this
Section or his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000,
or (ii) an amount equal to twenty percent (20%) of the first $50,000 of the
Participant's annual Compensation multiplied by the number of years from the
effective date of the Plan to the earlier of (A) the date of termination of the
Plan, or (B) the date the benefit of the Participant becomes payable or (C) the
date of a failure on the part of the Employer to meet the full current costs of
the Plan; or
(2) if a Participant is a "substantial owner" (as defined in
ERISA Section 4022(b)(5)(A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the
present value of the maximum benefit provided in ERISA Section 4022(b)(3)(B),
Exhibit C
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determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs
thereof have not been met at any time within ten (10) years after the effective
date, the benefits which any of the Participants described in this Section may
receive from the Employer's contribution shall not exceed the benefits set forth
in paragraph (a) above. If at the end of the first ten (10) years the full
current costs are not met, the restrictions will continue to apply until the
full current costs are funded for the first time.
(c) If a Participant described in this Section leaves the
employ of the Employer or withdraws from participation in the Plan when the full
current costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
(d) These conditions shall not restrict the full payment of
any survivor's benefits on behalf of a Participant who dies while in the Plan
and the full current costs have been met.
(e) These conditions shall not restrict the current payment
of full retirement benefits called for by the Plan for any retired Participant
while the Plan is in full effect and its full current costs have been met,
provided an agreement, adequately secured, guarantees the repayment of any part
of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant
shall have been suspended or limited in accordance with the limitations of
paragraphs (a), (b), and (c) below because the full current costs of the Plan
shall not then have been met, and if such full current costs shall thereafter be
met, then the full amount of the benefits payable to such Participant shall be
resumed and the parts of such benefits which have been suspended shall then be
paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c)
above, if on the termination of the Plan within the first ten (10) years after
the effective date, the funds, contracts, or other property under the Plan are
more than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section for such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
Exhibit C
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<Page>
(h) In the event that Congress should provide by statute, or
the Treasury Department or the Internal Revenue Service should provide by
regulation or ruling, that the limitations provided for in this Article are no
longer necessary in order to meet the requirements for a qualified pension plan
under the Code as then in effect, the limitations in this Article shall become
void and shall no longer apply without the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to an
Employee subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least 125% of the amount which would be repayable if the Plan had
terminated on the date of distribution of such lump sum. If the fair market
value of the property falls below 110% of the amount which would then be
repayable if the Plan were then to terminate, the distributee shall deposit
additional property to bring the value of the property to 125% of such amount.
In the event of the termination or partial termination of this Plan,
the rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.11. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203 (a) (3) (B) of ERISA.
Consequently, the amount of benefits which are paid later than Normal Retirement
Age will be computed without regard to amounts which would have been suspended
under the preceding sentence as if the Employee had been receiving benefits
since Normal Retirement Age.
(b) Resumption of Payment. If benefits have been suspended,
payments shall resume no later than the first day of the third calendar month
after the calendar month in which the Employee ceases to be employed in
"service" as defined in ERISA Section 203 (a) (3) (B). The initial payment upon
resumption shall include the payment scheduled to occur in the calendar month
when payments resume and any amounts withheld during the period between the
cessation of "service" under Section 203 (a) (3) (B) of ERISA and the resumption
of payments.
(c) Notification. No payment shall be withheld by the Plan
pursuant to this Section unless the Plan Administration notifies the Employee by
personal delivery or first class mail during the first calendar month or payroll
period in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification
Exhibit C
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<Page>
shall contain a description of the specific reasons why benefit payments are
being suspended, a description of the Plan provision relating to the suspension
of payments, a copy of such provisions, and a statement to the effect that
applicable Department of Labor regulations may be found in Section 2530.203-3 of
Title 29 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits. Requests for
such reviews may be considered in accordance with the claims procedure adopted
by the Plan pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a Straight Life Annuity or a Qualified Joint and Survivor Annuity, an amount
equal to the portion of a monthly benefit payment derived from Employer
contributions.
(2) Other Benefit Forms. In the case of a benefit payable in
a form other than the form described in subsection (1) above, an amount equal to
the Employer - provided portion of benefit payments for a calendar month in
which the Employee is employed in ERISA Section 203 (a) (3) (B) service, equal
to the lesser of
(i) The amount of benefits which would have been payable
to the Employee if he had been receiving monthly benefits under the Plan since
actual retirement based on a Straight Life Annuity commencing at actual
retirement age; or
(ii) The actual amount paid or scheduled to be paid to
the employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top Heavy Plan".
7.12. Restrictions on Commencement of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of
benefits will begin no later than the 60th day after the later of the close of
the Plan Year in which:
Exhibit C
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(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participation in the Plan; or
(3) the Participant terminates service with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant
and the Participant's Spouse, if any, to consent to a distribution while a
benefit is payable under the Article entitled "Plan Benefits", will be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this paragraph.
7.13. Minimum Distribution Requirements: All distributions required
under this Article will be determined and made in accordance with the minimum
distribution requirements of Code Section 401 (a) (9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401 (a) (9)-2. Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiples found in
Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70-1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70-1/2 before 1988 will be determined in accordance
with (i) or (ii) below:
(i) Non-5-percent owners: The required beginning date of
a Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70-1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 70-1/2 during 1988 and
who has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
Exhibit C
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(A) the calendar year in which the Participant
attains age 70-1/2, or
(B) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant becomes a 5-percent owner, or
the calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for
purposes of this paragraph if such Participant is a 5-percent owner as defined
in Code Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is a Top-Heavy Plan) at any time during the
Plan Year ending with or within the calendar year in which such owner attains
age 66-1/2 or at any subsequent Plan Year.
(4) Once distributions have begun to a 5-percent owner under
this paragraph, distributions must continue, even if the Participant ceases to
be a 5-percent owner in a subsequent year.
(b) Limits On Distribution Periods: As of the first
distribution calendar year, distributions, if not made in a single sum, may only
be made over one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated
Beneficiary;
(3) a period certain not extending beyond the life
expectancy of the Participant; or
(4) a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning
Date:
(1) If a Participant's benefit is to be distributed over
(i) a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient
Exhibit C
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obtained by dividing the Participant's Accrued Benefit by the Applicable Life
Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution selected must have assured that at least 50% of the Present Value
of the Accrued Benefit available for distribution was to be paid within the life
expectancy of the Participant.
(3) For calendar years beginning after 1988, the amount
to be distributed each year, beginning with distributions for the first
distribution calendar year, will not be less than the quotient obtained by
dividing the Participant's Accrued Benefit by the lesser of (i) the applicable
life expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Proposed Regulations Section 1.401(a)(9)-2. Distributions after the death of
the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulations Section
1.401(a)(9)-2.
(4) The minimum distribution required for the
Participant's first distribution calendar year must be made on or before the
Participant's required beginning date. The minimum distribution for other
calendar years, including the minimum distribution for the distribution calendar
year in which the Participant's required beginning date occurs, must be made on
or before December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be
distributed in the form of an annuity purchased from an insurance company, no
such annuity contract will be purchased unless the distributions thereunder will
be made in accordance with the requirements of Code Section 401(a)(9) and the
Proposed Regulations thereunder.
(6) For purposes of determining the amount of the
required distribution for the first distribution calendar year, the Accrued
Benefit to be used will be the Accrued Benefit as of the last Valuation Date in
the calendar year immediately preceding the first distribution calendar year.
For all other years, the Accrued Benefit will be determined as of the last
Valuation Date preceding such distribution calendar year.
For purposes of this paragraph, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
Exhibit C
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<Page>
7.14. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and
subject to the requirements of the Article herein entitled "Joint and Survivor
Annuity Requirements", distribution on behalf of any Participant, including a
5-percent owner, will be made in accordance with all of the following
requirements (regardless of when such distribution commences):
(1) The distribution by the Trust Fund is one which would not
have disqualified the Trust Fund under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as
of December 31, 1983; and
(5) The method of distribution designated by the Participant
or the Beneficiary specifies the time at which distributions will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the beneficiaries of the Participant
listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.
(c) For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Participant or the Beneficiary to
whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401 (a) (9) and the Proposed
Regulations thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the Plan must distribute by the end of the
calendar year following the calendar year in which the revocation occurs the
total amount not yet distributed which would
Exhibit C
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have been required to have been distributed to satisfy Code Section 401(a) (9)
and the Proposed Regulations thereunder, but for an election under the Tax
Equity and Fiscal Responsibility Act ("TEFRA") Section 242 (b) (2). For calendar
years beginning after December 31, 1988, such distributions must meet the
minimum distribution incidental benefit requirements in Regulations Section
1.401(a) (9)-2. Any changes in the designation will be considered to be a
revocation of the designation. However, the mere substitution or addition of
another beneficiary (one not named in the designation) under the designation
will not be considered to be a revocation of the designation so long as such
substitution or addition does not alter the period over which distributions are
to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life). If an amount is transferred or rolled
over from one plan to another plan, the rules in Q&A 1-2 and Q&A 1-3 of Proposed
Treasury Regulations 1.401 (a) (9) -2 will apply.
7.15. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in the
Plan. Such designation will remain in force until revoked by the Participant by
filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning After Death: If the Participant dies
before distribution of benefits begins, distribution of the Participant's
Accrued Benefit will be completed by December 31 of the calendar year in which
occurs the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit is
payable to a designated Beneficiary, distributions may be made over the life of,
or over a period certain not greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 70-1/2.
Exhibit C
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If the Participant has not made an election pursuant to this
Tparagraph prior to death, the Participant's designated Beneficiary must elect
the method of distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin under this
Section, or (2) December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death. If the Participant has no designated
Beneficiary or if the designated Beneficiary does not elect a method of
distribution, distribution of the Participant's Accrued Benefit must be
completed by December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving Spouse if
the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.16. Date Distribution Deemed to Begin: For purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.15(c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to begin
is the date distribution actually commences.
7.17. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an Alternative Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations Order ("QDRO") as
defined in ERISA and Code Section 414(p). Such distribution will be made only in
a form of benefit available under the Plan.
7.18. Payment to a Person Under a Legal Disability: If any benefit
under this Plan becomes payable to a person who is then incompetent or a minor,
the Plan Administrator may make such payment on behalf of such person to the
guardian or other legal representative of such person or to any individual who
has the custody or care of such person. Any payment made on behalf of any such
person as provided in this Section shall be binding on such person and shall be
in full discharge of any obligation of such payment to such person.
Exhibit C
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7.19. Unclaimed Benefits Procedure: The Plan does not require either
the Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with the Employer,
shall notify any Participant or Beneficiary that he or she is entitled to a
distribution under the Plan. If the Participant or Beneficiary fails to claim
benefits or make his or her whereabouts known in writing to the Employer within
twelve (12) months of the date of mailing of the notice, or before the
termination or discontinuance of the Plan, whichever should first occur, the
Employer shall treat the Participant's or Beneficiary's unclaimed Accrued
Benefit as a Forfeiture. If a Participant or Beneficiary who has incurred a
Forfeiture of his Accrued Benefit under the provisions of this Section makes a
claim at any time for his or her forfeited Accrued Benefit, the Employer shall
restore the Participant's or Beneficiary's forfeited Accrued Benefit within
sixty (60) days after the Plan Year in which the Participant or Beneficiary
makes the claim.
7.20. Direct Rollovers: This Section applies to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability Of Provisions: The provisions of this Article will
apply to any Participant who is credited with at least one Hour of Service with
the Employer on or after August 23, 1984 and such other Participants as provided
in this Article.
8.2. Payment Of Qualified Joint And Survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, within the 90-day period ending on the Annuity Starting Date, the Vested
Accrued Benefit of a married Participant will be paid in the form of a Qualified
Joint and Survivor Annuity. Any other Participant's Vested Accrued Benefit will
be paid in the form of a Straight Life Annuity with a five (5) year certain
period.
8.3. Payment Of Qualified Pre-Retirement Survivor Annuity: Unless an
optional form of benefit has been selected within the election period pursuant
to a qualified election, as defined herein, and to the extent that no greater
benefit is payable hereunder, if a Participant dies before the Annuity Starting
Date, the Participant's Vested Accrued Benefit will be paid to the surviving
Spouse in the form of a Qualified Pre-Retirement Survivor Annuity if the
Participant has been married to the same Spouse for at least 12-consecutive
months. The surviving Spouse shall receive benefits commencing
Exhibit C
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on the Earliest Retirement Date benefits could have been paid to the Participant
if he had ceased to be an Employee on the date of his death and survived to
retire.
8.4. Notice Requirements For Qualified Joint And Survivor Annuity: In
the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no less than thirty (30) days and no more than ninety (90) days prior to
the Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
For purposes of this Section, the Annuity Starting Date will mean the
first day of the first period for which an amount is paid as an annuity, whether
by reason of retirement or Disability.
8.5. Notice Requirements For Qualified Pre-Retirement Survivor
Annuity: In the case of a Qualified Pre-Retirement Survivor Annuity, the Plan
Administrator will provide each Participant within the applicable period for
such Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of the above Section
applicable to a Qualified Joint and Survivor Annuity. The applicable period for
a Participant is whichever of the following periods ends last:
(a) the period beginning with the first day of the Plan Year in
which the Participant attains age thirty-two (32) and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35);
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to
apply to the Participant;
(d) a reasonable period ending after this Article first applies
to the Participant.
Exhibit C
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Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (b), (c) and (d) is the end of
the two (2) year period beginning one (1) year prior to the date the applicable
event occurs, and ending one (1) year after that date. In the case of a
Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice will be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation from service. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be
re-determined.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing to the election;
(b) the election designates a specific Beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
(c) the election designates a form of benefit payment which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election;
and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be located, a waiver which
complies with paragraphs (b) and (c) above will be deemed a qualified election.
Any consent by a Spouse obtained under this provision (or establishment that the
consent of a Spouse can not be obtained) will be effective only with respect to
such Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific
Exhibit C
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Beneficiary, and a specific form of benefit where applicable, and that the
Spouse voluntarily elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant without the consent of
the Spouse at any time before the commencement of benefits. The number of
revocations will not be limited. No consent obtained under this provision will
be valid unless the Participant has received notice as provided in the
paragraphs below.
8.7. Election Period: The period which begins on the first day of the
Plan Year in which the Participant attains age thirty-five (35) and ends on the
date of the Participant's death. If a Participant separates from service prior
to the first day of the Plan Year in which age thirty-five (35) is attained,
with respect to the Accrued Benefit as of the date of separation, the election
period shall begin on the date of separation.
8.8. Pre-age Thirty-five (35) Waiver: A Participant who has not
attained age 35 as of the end of any current Plan Year may make a special
qualified election to waive the Qualified Pre-Retirement Survivor Annuity for
the period beginning on the date of such election and ending on the first day of
the Plan Year in which the Participant will attain age thirty-five (35). Such
election will not be valid unless the Participant receives a written explanation
of the Qualified Pre-Retirement Survivor Annuity in such terms as are set forth
under the Section above. Qualified Pre-Retirement Survivor Annuity coverage will
be automatically reinstated as of the first day of the Plan Year in which the
Participant attains age thirty-five (35). Any new waiver on or after such date
will be subject to the full requirements of this Article.
8.9. Transitional Joint and Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after January 1, 1976 and if such Participant had at least
ten (10) Years of Service for vesting purposes when the Participant separated
from service.
(b) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in
subparagraph (a) and (b) above) must be afforded to the appropriate Participants
during
Exhibit C
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<Page>
the period commencing on August 23, 1984, and ending on the date benefits would
otherwise commence to said Participants.
Any Participant who has elected pursuant to subparagraph (b) and
any Participant who does not elect under subparagraph (a) and who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Service for vesting purposes on separation from service,
will have his or her Accrued Benefit distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a life
annuity:
(1) Automatic Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
(ii) dies on or after Normal Retirement Age while still
working for the Employer;
(iii) begins to receive payments under the Plan on or
after the Qualified Early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before beginning to receive such benefits, such benefits will be
paid in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period. The election
period must begin at least six (6) months before the Participant attains
Qualified Early Retirement Age and end not more than ninety (90) days before the
commencement of benefits. Any election hereunder must be in writing and may be
changed by the Participant at any time.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age will be given the
opportunity to elect, during the election period, to have an Early Survivor
Annuity payable on death. If the Participant elects the Early Survivor Annuity,
payments under such annuity must not be less than the payments which would have
been made to the Spouse under the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her death. Any election under
this provision will be in writing and may be changed by the Participant at any
time. The election period begins on the later of:
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
Exhibit C
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(ii) the date on which participation begins, and ends on
the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of:
(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
(ii) the first day of the 120th month beginning before
the Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 414(p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which state the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the following in
order to be deemed a QDRO:
(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QDRO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee, or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
Exhibit C
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(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan
to provide:
(1) any type or form of benefit, or any option not already
provided for in the Plan;
(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions; or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not be
"Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt. The Plan Administrator
may then forward the Order to the Plan's legal counsel for an opinion as to
whether or not the Order is in fact "Qualified" as defined in Code Section
414(p). Within a reasonable time after receipt of the Order, not to exceed 60
days, the Plan's legal counsel shall make a determination as to its "Qualified"
status and the Participant and any alternate payee(s) shall be promptly notified
in writing of the determination.
(d) If the "Qualified" status of the Order is in question, there
will be a delay in any payout to any Payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall segregate the
amount that would have been payable to the alternate payee(s) if the Order had
been deemed a QDRO. If the Order is not Qualified, or the status is not resolved
(for example, it has been sent back to the Court for clarification or
modification) within 18 months beginning with the date the first payment would
have to be made under the Order, the Plan Administrator shall pay the segregated
amount plus interest to the person(s) who would have been entitled to the
benefits had there been no Order. If a determination as to the Qualified status
of the Order is made after the 18-month period described above, then the Order
shall only be applied on a prospective basis. If the Order is determined to be a
QDRO, the Participant and alternate payee(s) shall again be notified promptly
after such determination. Once an Order is deemed a QDRO, the Plan Administrator
shall pay to the alternate payee(s) all the amounts due under the QDRO,
including segregated amounts plus interest which may have accrued during a
dispute as to the Order's qualification.
Exhibit C
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(e) The Earliest Retirement Age with regard to the Participant
against whom the Order is entered shall be the date the Participant would
otherwise first be eligible to benefits under the Plan.
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans, Direct Rollovers:
Transfers or Direct Rollovers from other qualified plans are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1 Transfer Out of Eligible Class: Any Employee who, subsequent to
January 1, 1976, is transferred to employment with an Affiliated Employer and is
no longer in the Eligible Class, shall receive credit for such employment with
the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer while in the Eligible Class shall not be
recognized or credited for purposes of determining Years of Accrual Service
hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Benefit Formula - A transferred Employee's benefits hereunder
shall be based on the benefit rate (i) with respect to a transfer to salaried
employment with the Affiliated Employer, in effect and applicable to persons
terminating employment on the date of the Employee's termination of employment
with the Employer, and (ii) with respect to a transfer to hourly employment with
the Affiliated Employer, in effect and applicable to persons terminating
employment on the last day such Employee was in the Eligible Class.
(e) Compensation - A transferred Employee's Compensation with the
Affiliated Employer which is recognized for purposes of determining benefits
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder only if the Employee transfers to salaried employment with the
Affiliated Employment.
Exhibit C
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11.2. Transfer From Salaried Employment. Any Employee who transfers
from salaried employment with an Affiliated Employer and becomes a member of the
Eligible Class subsequent to December 1, 1950, shall receive credit for service
with the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Accrual Service hereunder, provided there shall
be no duplication of benefits under this Plan and any other plan based on the
same period of service, and no more than one year shall be credited for benefit
computation purposes under this and other plans of the Employer.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Compensation - A transferred Employee's compensation with the
Affiliated Employer which is recognized for purposes of determining benefits
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder.
11.3. Transfer from Hourly Employment. Any Employee who transfers from
hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class subsequent to January 1, 1976, shall receive credit for service
with the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall not be recognized or credited for
purposes of determining Years of Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
Exhibit C
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<Page>
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspend or terminate the Plan at any
time. However, no amendment will authorize or permit any part of the Trust Fund
(other than any part that is required to pay taxes and administration expenses)
to be used for or diverted to purposes other than for the exclusive benefit of
the Participants or their Beneficiaries or estates; no amendment will cause any
reduction in the Accrued Benefit of any Participant or cause or permit any
portion of the Trust Fund to revert to or become the property of the Employer;
except to the extent such amendment is required to qualify or maintain the
qualification of the Plan or to deduct or maintain the deductibility of
contributions made to the Plan under the applicable sections of the Code. Any
amendment will become effective as provided therein upon its execution.
For the purposes of this paragraph, an amendment to the Plan which has
the effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement benefit or a retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to
any Participant prior to the amendment
will be treated as reducing the Accrued Benefit of a Participant, except than an
amendment described in clause (b) (other than an amendment having an effect
described in clause (a)) will not be treated as reducing the Accrued Benefit of
a Participant to the extent so provided in Regulations under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
12.2. Termination:
(a) The Employer, acting by its Board of Directors, shall have
the right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4041 for a Standard Termination or a
Distress Termination. Upon any termination (full or
Exhibit C
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partial), all amounts shall be allocated in accordance with the provisions
hereof and the Accrued Benefit, to the extent funded as of such date, of each
affected Participant shall become fully vested and shall not thereafter be
subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the
Trustee and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the
Participants, in cash or in kind, in a manner consistent with the requirements
of the Plan;
(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
(4) transfer of the assets of the Plan to another qualified
plan, provided that the trust to which the assets are transferred permits the
transfer to be made and, in the opinion of legal counsel for the Employer the
transfer will not jeopardize the tax-exempt status of the Plan or create adverse
tax consequences for the Employer. The amounts transferred will be fully vested
at all times and will not be subject to forfeiture for any reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a)(21)) of the Employer's intention
to terminate the Plan and the proposed date of termination. Such termination
notice must be provided at least sixty (60) days prior to the proposed
termination date. However, in the case of a standard termination, it shall not
be necessary to provide such notice to the Pension Benefit Guaranty Corporation
(PBGC). As soon as practicable after the termination notice is given, the Plan
Administrator shall provide a follow-up notice to the PBGC setting forth the
following:
(i) a certification of an enrolled actuary of the
projected amount of the assets of the Plan as of the proposed date of final
distribution of assets, the actuarial present value of the "benefit liabilities"
(as defined in ERISA Section 4001(a)(16)) under the Plan as of the proposed
termination date, and confirmation that the Plan is projected to be sufficient
for such "benefit liabilities" as of the proposed date of final distribution;
Exhibit C
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(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the follow-up notice is
sent to the PBGC, the Plan Administrator shall provide all Participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the time
the final distribution of assets occurs, the Plan is sufficient to meet all
"benefit liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the amount,
as of the proposed termination date, of the current value of the assets of the
Plan, the actuarial present value (as of such date) of the "benefit liabilities"
under the Plan, whether the Plan is sufficient for "benefit liabilities" as of
such date, the actuarial present value (as of such date) of benefits under the
Plan guaranteed under ERISA Section 4022, and whether the Plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date.
Exhibit C
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(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based this
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(iii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such termination is necessary to enable the
Employer to pay its debts pursuant to a plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by
the PBGC that the Plan is sufficient for "benefit liabilities" or for
"guaranteed benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044 (a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase of irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation, such
balance, if any, shall be returned to the Employer. The portion of the excess
attributable to Required Contributions shall be paid to the
Exhibit C
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Participant who made these contributions. In the case of a "distress
termination" in which the PBGC is unable to determine that the Plan is
sufficient for guaranteed benefits, the assets of the Plan shall only be
distributed in accordance with proceedings instituted by the PBGC.
(e) The termination of the Plan shall comply with such
other requirements and rules as may be promulgated by the PBGC under authority
of Title IV of the ERISA including any rules relating to time periods or
deadlines for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust Fund for
the Plan may be merged or consolidated with, or its assets and/or liabilities
may be transferred to, any other plan and trust. In the event of a merger,
consolidation or transfer, each Participant must receive a benefit immediately
after the merger, consolidation or transfer (as if the Plan had then been
terminated) which is at least equal to the benefit each Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation. Such transfer, merger or consolidation may not otherwise result
in the elimination or reduction of any benefit protected under Code Section
411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to
the contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
(b) The Trustee may, but will not be required to, commingle, hold
and invest as one Trust Fund all contributions made by Participating Employers,
as well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
Exhibit C
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(d) All rights and values forfeited by termination of employment
will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the Employer
or borne by the Trust Fund will be paid by each Participating Employer in the
same proportion that the total amount standing to the credit of all Participants
employed by such employer bears to the total amount standing to the credit of
all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be deemed
to be a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for purposes of this Plan,
each Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
If a member of the Eligible Class of Employees is transferred from a
Participating Employer to a member of the Insilco Group and is then employed as
a salaried employee, or if a salaried employee of a member of the Insilco Group
is transferred to a Participating Employer and is then employed as a member of
an Eligible Class of Employees, such employee shall be credited with Years of
Eligibility Service and Years of Vesting Service under the Plan for such Years
of Service with the Insilco Group. Such employee will not be credited with Years
of Accrual Service for such Years of Service with the Insilco Group, except as
provided in Section 4.5.
Notwithstanding the foregoing, if a salaried employee of another
member of the Insilco Group was transferred to the Times Wire and Cable Division
of the Group or to the Times Wire and Cable Company and employed by either as a
salaried employee before February 25, 1977, and does not thereafter serve with
any other member of the Insilco Group, his Years of Service under the Plan are,
notwithstanding Section 4.5, counted as Years of Accrual Service under the Plan.
Any benefit payable to such Employee under the Plan shall be reduced by the
benefit payable to him under the Insilco Plan.
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13.5. Participating Employer's Contribution: All contributions made by
a Participating Employer, as provided for in this Plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and the Beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. On the basis of the information furnished by the Plan
Administrator, the Trustee will keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the accounts and
credits of the Employees of each Participating Employer. The Trustee may, but
need not, register contracts so as to evidence that a particular Participating
Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer will
immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer will
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed will be delivered to the Trustee. The Trustee
will thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the Employees of said
Participating Employer. In no such event will any part of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees for such Participating
Employer.
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator at any time and in its sole discretion appoint a successor
whenever a vacancy occurs.
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14.2. Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administer the Plan in accordance with the terms of the
Plan and will have full power and authority to construe and resolve all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any determination by the Plan Administrator will be
final and binding upon all persons, and unless it can be shown to be arbitrary
and capricious will not be subject to "de novo" review. The Plan Administrator
may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in any manner and to any extent as it deems
necessary to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction be
nondiscriminatory and based upon principles consistent with the intent of the
Plan to continue to be deemed a qualified plan under the terms of Code Section
401(a). The Plan Administrator will have all powers necessary or appropriate to
accomplish its duties under this Plan.
14.3. Delegation of Powers: The Plan Administrator may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties. The Plan Administrator may delegate to such assistants and
representatives any powers and duties, both ministerial and discretionary, as it
deems expedient or appropriate.
14.4. Trust Agreement
(a) The Employer shall execute a Trust Agreement with a Trustee
or Trustees chosen by the Employer to hold and manager the assets of the Trust
Fund, and to receive, hold and disburse contributions, interest and other income
for the purpose of paying the pensions under the Plan and the expenses incident
to the operation and maintenance of the Plan. From time to time, one or more
investment managers may be appointed by the Employer to manage assets of the
Trust Fund, which investment managers shall be solely responsible for investing,
reinvesting and managing the assets of the Trust Fund. A Trustee may also be an
investment manager in the absence of any separate agreement with an investment
manager, the Trustee shall be the investment manager.
Each Trustee and investment manager so appointed shall
acknowledge that it is a fiduciary within the meaning of ERISA, and shall be
either (i) an investment advisor registered under the Investment Advisors Act of
1940, (ii) a bank as defined in the Investment Advisors Act of 1940, or (iii) an
insurance company qualified to manage, acquire or dispose of assets under the
laws of more than one state.
(b) The Employer shall determine the form and terms of any Trust
Agreement or investment management agreement, which may authorize the inclusion
of obligations and stock of the Employer and its subsidiaries and affiliates
among the investments of the Trust Fund (subject to the provisions of any
applicable
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law), and which may authorize the pooling of the Trust Fund for investment
purposes with other Internal Revenue Service qualified pension funds of the
Employer and its subsidiaries and affiliates. The Employer may modify such Trust
Agreement or investment management agreement from time to time, or terminate
them pursuant to the terms thereof. In case of a conflict between the Plan and
the Trust Agreement, the provisions of the Trust Agreement shall be deemed
controlling.
14.5. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan.
14.6. Records and Reports: The Plan Administrator will keep a record
of all actions taken. In addition, it will keep all other books, records, and
other data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.7. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.8. Majority Actions: Except where there has been an allocation and
delegation of administrative authority or where specifically expressed herein to
the contrary, if there shall be more than one Plan Administrator, they shall act
by a majority of their number, but may authorize one or more of them to sign any
documents on their behalf.
14.9. Expenses: All expenses and costs of administering the Plan may
be paid out of the Trust Fund unless actually paid by the Employer. Expenses
will include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust Fund as a reimbursement
will not be considered an Employer contribution.
14.10. Discretionary Acts: Any discretionary actions of the Plan
Administrator with respect to the administration of the Plan shall be made in a
manner
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which does not discriminate in favor of stockholders, officers and Highly
Compensated Employees.
14.11. Responsibility of Fiduciaries: The Plan Administrator and
members of the Administrative Committee, and their assistants and
representatives shall be free from all liability for their acts and conduct in
the administration of the Plan except for acts of willful misconduct; provided,
however, that the foregoing shall not relieve any of them from any liability for
any responsibility, obligation or duty they may have pursuant to ERISA or the
Code.
14.12. Indemnity by Employer: In the event of and to the extent not
insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer shall indemnify and hold harmless, to
the extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and representatives from any and all claims, demands, suits or
proceedings which may in connection with the Plan or Trust Agreement be brought
by the Employer's Employees, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.13. Claims Procedure: Claims for benefits under the Plan may be
filed with the Plan Administrator. Written notice of the disposition of a claim
will be furnished to the claimant within ninety (90) days after the application
is filed. In addition, in the event the claim is denied, the Plan Administrator
shall:
(a) state the specific reason or reasons for the denial,
(b) provide specific reference to pertinent Plan provisions on
which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant or his representative to perfect the
claim and an explanation of why such material or information is necessary, and
(d) explain the Plan's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Plan
Administrator will be entitled to request the Plan Administrator to give further
consideration to the claim by filing with the Plan Administrator a request for a
hearing. The request, together with a written statement of the reasons why the
claimant believes the claim should be allowed, must be filed with the Plan
Administrator within sixty (60) days after the claimant receives written
notification from the Plan Administrator
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regarding the denial of the claimant's claim. The Plan Administrator will
conduct a hearing within the next sixty (60) days, at which time the claimant
may be represented by an attorney or any other representative of his or her
choosing and at which time the claimant will have an opportunity to submit
written and oral evidence and arguments in support of the claim. At the hearing
(or prior thereto upon five (5) business days written notice to the Plan
Administrator) the claimant or his or her representative will have an
opportunity to review all documents in the possession of the Plan Administrator
which are pertinent to the claim at issue and its disallowance. Either the
claimant or the Plan Administrator may cause a court reporter to attend the
hearing and record the proceedings, in which event a complete written transcript
of the proceedings will be furnished to both parties by the court reporter. The
full expense of the court reporter and transcripts will be borne by the party
causing the court reporter to attend the hearing. A final decision as to the
allowance of the claim will be made by the Plan Administrator within sixty (60)
days of the hearing (unless there has been an extension of time due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). The final
decision will be written and will include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Plan Administrator, be paid from the Trust Fund or by the Employer.
15.2. Action by the Employer: Whenever the Employer under the terms of
the Plan is permitted or required to do or perform any act or matter or thing,
it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract of employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed.
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(a) to give any Participant the right to be retained in the
service of the Employer,
(b) to interfere with the right of the Employer to discharge any
Participant at any time,
(c) to give the Employer the right to require any Employee to
remain in its employ, or
(d) to affect any Employee's right to terminate employment at any
time.
15.4. Alienation: Subject to the exceptions provided below, no benefit
payable out of the Trust Fund to any person (including a Participant or the
Participant's Beneficiary) is to 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, or
charge will be void. Further, no such benefit shall in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
such person, nor shall it be subject to attachment or legal process for or
against such person.
This provision will not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of the
Plan.
This provision will not apply to the extent of a "Qualified Domestic
Relations Order" defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Plan Administrator under the
provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This Plan will be construed and enforced
according to ERISA and, the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan, and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and the corresponding provisions of any
subsequent laws, and the provisions of the Plan shall be construed to effectuate
such intention.
15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
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15.8. Legal Action: In the event any claim, suit, or proceeding is
brought regarding the Plan or Trust for the Plan established hereunder to which
the Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they will
be entitled to reimbursement from the Trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have become liable.
15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided
below and otherwise specifically permitted herein or by law, it shall be
impossible by operation of the Plan by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by any other means,
for any part of the corpus or income of any fund maintained pursuant to the Plan
or any funds contributed thereto to be used for, or diverted to, purposes other
than the exclusive benefit of former or current Participants, retired
Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination from
the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one-year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Notwithstanding any provisions of the Plan to the contrary,
all contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the
Exhibit C
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deduction, demand repayment of such disallowed contribution and the Trustee must
return the contribution within one year following the disallowance. Earnings of
the Plan attributable to the contribution for which such deduction is disallowed
may not be returned to the Employer, but any losses attributable thereto must
reduce the amount so returned.
15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make payments provided by any contract, or for the action of any
person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective Clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant,
a Participant's legal representative or Beneficiary, or to any guardian
appointed for the Participant or Beneficiary will, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will have
the following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to Section 4.1 and 4.5 hereof, whichever is
applicable, accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan."
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16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under the Article herein entitled "Plan Benefits" accomplished by
applying the actuarial assumptions set forth in Schedule A attached hereof and
made a part hereof.
16.3. Administrative Committee: The person or persons or entity
appointed by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).
16.5. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of
the following, which are required to be aggregated:
(1) all the plans of the Employer in which a Key Employer is
a Participant during the Plan Year containing the Determination Date or any of
the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all
plans in the Required Aggregation Group in which the Determination Dates fall
within the same calendar year will be considered Top-Heavy Plans. If the
Required Aggregation is not a Top-Heavy Group, no plan in the Required
Aggregation Group will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of plans consisting
of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
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Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Permissive Aggregation Group is not a Top-Heavy Group,
then no plan in the Permissive Aggregation Group will be considered a Top-Heavy
Plan.
(c) Any terminated plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under the terms of
the Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefits under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity pursuant to Article II
hereof.
16.8. Annuity: A single premium annuity contract or an annuity under a
group annuity contract purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.9. Annuity Starting Date: The first day of the first period for
which an amount is paid as an annuity or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have occurred that
entitles the Participant to such benefit. In the case of a deferred annuity, the
Annuity Starting date shall be the date on which the annuity payments are
scheduled to commence.
16.10. Authorized Absence: An Employee's period of temporary absence
from work with the consent of the Participating Employer by which he is
employed, regardless of whether such Employee receives Compensation during such
period of absence.
16.11. Average Monthly Compensation: The greater of:
(a) The monthly Compensation of a Participant averaged over the
final sixty (60) consecutive full calendar months of his employment as an
Employee in the Eligible Class and Participant hereunder immediately preceding
his retirement date or his termination of employment, or the monthly
Compensation of a Participant
Exhibit C
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averaged over his entire period of participation employment, if less than sixty
(60) months. Such average shall be computed by dividing the total of the
Participant's Compensation for such sixty (60) calendar month period (or less)
by the number of months in that period for which such Employee received
Compensation.
(b) The monthly Compensation of a Participant averaged over the
five (5) consecutive calendar years, or total consecutive calendar years if less
than five (5), for which such Participant's Compensation was highest within the
last ten (10) calendar years of his or her employment immediately preceding the
calendar year of his or her retirement date or date of termination of
employment.
16.12. Beneficiary:
(a) The last person or persons designated by the Participant to
receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(c) No spousal consent to a Beneficiary designation is required
if
(1) The Participant's Spouse has waived the right to be the
Participant's Beneficiary and such waiver is in accordance with the last
sentence of paragraph (c) above;
(2) it is established to the satisfaction of the Plan
Administrator that
(i) the Participant has no Spouse, or
(ii) the Participant's Spouse cannot be located;
(3) no spousal consent is required in accordance with
applicable Treasury or Department of Labor Requirements.
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In such event, the designation of a Beneficiary shall be made on a
form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participant's Spouse must again consent in writing to any change in
Beneficiary unless the original consent acknowledged that the Spouse had the
right to limit consent only to a specific Beneficiary and that the Spouse
voluntarily elected to relinquish such right. In the event no valid designation
of Beneficiary exists at the time of the Participant's death, the death benefit
shall be payable to the Participant's estate.
16.13. Break in Service: A Period of Severance of at least twelve (12)
consecutive months.
In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence will not constitute a Break in
Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence:
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
If the Employer is a member of an affiliated service group (under Code
Section 414(m)), a controlled group of corporations (under Code Section 414(b)),
or a group of trades or businesses under common control (under Code Section
414(c)) or any other entity required to be aggregated with the Employer pursuant
to Code Section 414(o) and the regulations thereunder, service will be credited
for any employment for any period of time for any other member of such group.
Service will also be credited for any individual required under Code Section
414(n) or 414(o) and the Regulations thereunder to be considered an Employee of
any employer aggregated under Code Section 414(b), (c) or (m).
16.14. Code: The Internal Revenue Code of 1986, including any
amendments thereto.
16.15. Compensation: With respect to salesmen operating on straight
commission, two-thirds (2/3) of the gross commissions earned from the Employer
during the Plan Year while in the Eligible Class.
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With respect to all other Employees, the total wages or salary,
overtime, commissions, bonuses and any other taxable remuneration actually paid
to an Employee during the Plan Year while in the Eligible Class which is
required to be reported as wages on the Employee's Form W-2 for income tax
purposes.
With respect to all Employees, Compensation shall also include any
amount which is contributed by the Employer pursuant to a salary reduction
agreement under Code Section 401(k), Section 402(e)(3) and Section 402(h), a
simplified employee pension plan under Code Section 408(k), a cafeteria plan
under Code Section 125 or a tax-deferred annuity under Code Section 403(b).
Notwithstanding the foregoing, on and after May 30, 1997, Compensation
shall exclude any income realized for federal income tax purposes as a result of
the grant or exercise of an option or options to acquire shares of stock of any
Affiliated Employer, the receipt of a cash appreciation payment in lieu of the
exercise of such an option or options, the disposition of shares acquired on
exercise of such an option, or the transfer of restricted shares of stock, or
restricted property, of an Affiliated Employer, or the removal of any such
restrictions.
The Compensation of each Participant which may be taken into account
under the Plan for any Plan Year beginning before January 1, 1994, will not
exceed $200,000, as adjusted under Code Section 415(d). For Plan Years beginning
after December 31, 1993, the Compensation of each Participant which may be taken
into account under the Plan will not exceed $150,000, except as adjusted as
follows. For any Plan Year beginning after December 31, 1994, such $150,000
annual compensation limit shall be adjusted as provided under Code Section
415(d), except that such adjustments shall only be made in increments of
$10,000, rounded down to the next lowest multiple of $10,000. Notwithstanding
the foregoing, if the Plan is maintained pursuant to one or more collective
bargaining agreements ratified before August 10, 1993, the above provision
limiting Compensation to $150,000 shall not apply to contributions made or
benefits accrued pursuant to such collective bargaining agreements for Plan
Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such collective bargaining
agreements terminates, without regard to any extension, amendment, or
modification made on or after August 10, 1993.
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If the period for determining Compensation used in calculating an
Employee's allocation for a determination period is a short Plan Year (i.e.
shorter than 12 months), the annual Compensation limit is an amount equal to the
otherwise applicable annual Compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short Plan Year, and the
denominator of which is 12. In determining the Compensation of a Participant for
purposes of this limitation, the rules of section 414(q)(6) of the Code shall
apply except, in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted, applicable annual Compensation limit
is exceeded, the limitation shall be prorated among the affected individuals in
proportion to each such individual's Compensation as determined under this
Section prior to the application of this limitation or the limitation shall be
adjusted in accordance with any other method permitted by applicable law.
If Compensation for any prior determination period is taken into
account in determining an Employee's benefit for the current determination
period, the Compensation for such prior year is subject to the applicable annual
Compensation limit in effect for that prior year. Thus, increases in the annual
Compensation limit apply only to Compensation taken into account for the Plan
Year in which the increase is effective. In addition, if Compensation for any
Plan Year beginning prior to January 1, 1994 is used for determining benefit
accruals in a Plan Year beginning on or after January 1, 1994, then the annual
Compensation limit for that prior year is the annual Compensation limit in
effect for the first Plan Year beginning on or after January 1, 1994 (generally
$150,000). For this purpose, for years beginning before January 1, 1990, the
applicable annual Compensation limit is $200,000.
For purposes of applying the limitations of Code Section 415, "Code
Section 415 Compensation" will include the Participant's wages, salaries, fees
for professional service and other amounts for personal services actually
rendered in the course of employment with an Employer maintaining the Plan
(including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses and, in the case of a Participant who is an Employee
within the meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Participant's Earned Income (as described in Code Section 401(c)(2) and the
Regulations thereunder)) paid during the Limitation Year. "415 Compensation"
will exclude:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred Compensation;
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(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludAble from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415, "415
Compensation" for a Limitation Year is the Compensation actually paid or
includible in gross income during such Limitation Year.
16.16. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
16.17. Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the
last day of that Plan Year.
16.18. Direct Rollover: A direct rollover is a payment by the Plan to
an Eligible Retirement Plan specified by the Distributee.
16.19. Disability: A period of absence from service attributable to
incapacity by injury or disease in which all of the following conditions are
met:
(a) such disability commenced (i) on or after January 1, 1972,
(ii) before the Participant had attained age 64 and three months and (iii) while
he was an Active Participant under the Plan and insured under the Corporation's
Long Term Disability Plan;
(b) as a result of such disability the Participant became
eligible to receive disability payments under the U.S. Social Security Act;
(c) during the first 18 months of such disability, the
Participant was unable to perform any and every duty pertaining to his regular
occupation and did not engage in any occupation for wage or profit and, after
the first eighteen (18) months of disability, the Participant was unable to
perform any and every duty pertaining to any
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gainful occupation for which he was or could become reasonably fit by virtue of
education, experience and training; and
(d) the Participant became entitled to payments under the
Corporation's Long Term Disability Plan.
The Plan Administrator shall have sole discretion to determine
whether a Participant's period of absence is the result of Disability.
16.20. Disability Retirement Date: The first day of the month
following the date the Participant shall be entitled to disability retirement
benefits pursuant to Section 4.6.
16.21. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of the Spouse or former
Spouse.
16.22. Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
16.23. Early Retirement Age: The age at which a Participant shall have
(a) attained age fifty-five (55), and (b) completed ten (10) Years of Vesting
Service.
16.24. Early Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Early Retirement Age on
which the Participant elects to begin receiving his retirement benefits
hereunder.
16.25. Effective Date: February 25, 1977.
16.26. Eligible Class: Employment as a salaried employee of LPL
Technologies Inc., Times Fiber Communications, Inc. or Amphenol Corporation
Headquarters; excluding, however any Amphenol operations employee hired prior to
June 1, 1987.
16.27. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is only an individual retirement account or individual
retirement annuity.
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16.28. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
16.29. Employee: Any person in the employ of the Employer or of any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, excluding any person who is an independent
contractor.
The term Employee will also include any Leased Employee deemed to be
an Employee of any employer described in the previous paragraph as provided in
Sections 414(n) or (o) of the Code.
16.30. Employer: Amphenol Corporation, any successor which will
maintain this Plan and any predecessor which has maintained this Plan. The
Employer is a Corporation, with principal offices in the State of Connecticut.
16.31. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.32. ERISA: The Employee Retirement Income Age of 1974, as it may
from time to time be amended or supplemented.
16.33. Family Member: The Employee's Spouse, any of the Employee's
lineal descendants and ascendants and the spouses of the Employee's lineal
descendants and ascendants, all as described in Code Section 414(q)(6)(B).
16.34. Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.35. Forfeiture: That portion of a Participant's Accrued Benefit
that is not vested, and occurs on the earlier of:
(a) the distribution of the entire vested portion of a
Participant's Accrued Benefit; or
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(b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.36. Former Participant: A once active Participant who incurred a
one-year Break in Service at a time when he had no nonforfeitable right to his
Employer-provided contributions.
16.37. Full Credit Accrual Service: A number of Years of Accrual
Service, and, after October 1, 1978, Years of Service between the Participant's
Normal Retirement Date and the third anniversary of his Normal Retirement Date
equal to the number of years between the first day of the month coinciding with
or next following the Participant's fortieth birthday and his Normal Retirement
Date. Whenever there is to be a proportionate reduction for less than Full
Credit Accrual Service, the numerator of the fraction shall be the actual number
of Years of a Accrual Service and, after October 1, 1978, Years of Service
between the Participant's Normal Retirement Date and the third anniversary of
his Normal Retirement Date, and the denominator shall be the number of years
constituting Full Credit Accrual Service.
16.38. Highly Compensated Employee: An Employee who, on the snapshot
day:
(a) is a five percent (5%) owner (as defined in the definition of
"Key Employee");
(b) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(B) (as adjusted pursuant to Section
415(d) of the Code);
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
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If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day
that are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year greater than or
equal to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.39. Highly Compensated Participant: A Highly Compensated
Employee who has satisfied the eligibility requirements and is participating in
the Plan.
16.40. Hour of Service:
(1) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed.
(2) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military
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duty or leave of absence, during the applicable computation period.
Notwithstanding the above,
(a) no more than 501 Hours of Service shall be credited
to an Employee on account of any single continuous period during which the
Employee performs no duties (whether or not such period occurs in a single
computation period);
(b) an hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed shall not be credited to the Employee if such payment is
made or due under a plan maintained solely for the purpose of complying with
applicable worker's compensation, or unemployment compensation or disability
insurance laws; and
(c) Hours of Service shall not be credited for a payment
which solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.
For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.
(3) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited both under paragraph (1) or paragraph (2), as the
case may be, and under this paragraph (3). These hours will be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made.
Hours of Service will be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414(c)) of which the
adopting Employer is a member, and any other entity required to be aggregated
with the Employer pursuant to Code Section 414(o) and the Regulations
thereunder.
Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code Section 414(n) or
Code Section 414(o) and the Regulations thereunder.
The Provisions of Department of Labor Regulations 2530.200b-2(b) and
(c) are incorporated herein by reference.
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Solely for purpose of determining whether a Break in Service
for eligibility or vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons will
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such absence. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence
(1) by reason of the pregnancy of the individual,
(2) by reason of a birth of a child of the individual,
(3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph will be
credited (i) in the computation period in which the absence begins if the
crediting is necessary to prevent a Break in Service in that period, or (ii) in
all other cases, in the following computation period.
Solely to determine whether a one-year Break in Service has
occurred for eligibility or vesting purposes for an Employee who is absent on
maternity or paternity leave, a Break in Service will not be deemed to occur
until the second anniversary of the first day of the maternity or paternity
leave. The period between the first and second anniversaries of the maternity or
paternity leave neither counts as a Break in Service nor as a Year of Service.
Service will be determined on the basis of actual hours for which
an Employee is paid or entitled to payment.
16.41. Inactive Participant: A former active or Suspended
Participant who for some reason other than Disability has incurred a Period of
Severance but who has not yet incurred a one-year Period of Severance.
16.42. Insilco Group: Insilco Corporation or any member of the
controlled group of corporations of which Insilco Corporation is a member.
16.43. Insilco Plan: The Insilco Corporation Retirement Plan for
Salaried Employees, as in effect from time to time prior to the Effective Date.
Insilco Corporation, then known as The International Silver Company, adopted a
retirement
Exhibit C
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program for its salaried employees that took effect as of July 1, 1942 pursuant
to Group Annuity Contract No. GA-0255 issued by Aetna Life Insurance Company
(the "Insilco Plan"). As of July 1, 1968, the assets and employees of its Times
Wire and Cable Division were transferred to a Delaware subsidiary corporation,
Times Wire and Cable Company; commencing as of that date, salaried employees of
Times Wire and Cable Company meeting certain requirements became active members
in the Insilco Plan.
On February 25, 1977, 100% of the common stock of Times Wire and
Cable Company was transferred by Insilco Corporation to Times Fiber
Communications, Inc., a Delaware Corporation. Effective as of that date, Times
Fiber Communications, Inc. adopted a separate retirement plan covering its
salaried employees and the salaried employees of designated participating
employers and Insilco Corporation removed Times Wire and Cable Company as a
participating employer under the Insilco Plan. In connection with the adoption
by Times Fiber Communications, Inc. of a separate salaried plan, that part of
the assets and liabilities under the Insilco Plan and Group Annuity Contract No.
GA-0255 that related to salaried employees of Times Wire and Cable Company were
continued pursuant to that group annuity contract for the benefit of the
salaried employees of Times Wire and Cable Company now covered under the Times
Fiber Communications, Inc. Retirement Plan for Salaried Employees.
16.44. Key Employee: An Employee who, at any time during the Plan
Year or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater
than fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of
the Code for any Plan Year;
(b) one of the ten (10) Employees having Compensation from
the Employer of more than the limitation in effect under Section 415(c)(1)(A) of
the Code and owning (or considered as owning within the meaning of Code Section
318) the largest interests in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent
(5%) owner" means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the outstanding
stock of the Employer or stock possessing more than five percent (5%) of the
total combined voting power of all stock of the Employer, or in the case of an
unincorporated business, any person who owns more than five percent (5%) of the
capital or profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having
Compensation from the Employer of more than $150,000. "One percent (1%) owner"
means any person who owns (or is considered as owning within the meaning of Code
Section 318) more than one percent (1%) of the outstanding stock of the Employer
or
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stock possessing more than one percent (1%) of the total combined voting power
of all Stock of the Employer, or in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest in
the Employer.
For purposes of paragraph (a), no more than the lesser of (i) fifty
Employees, or (ii) the greater of ten percent (10%) of the Employees or three
Employees will be treated as officers. For purposes of paragraph (b), if two
Employees have the same interest in the Employer, the Employee having greater
Compensation from the Employer will be treated as having a larger interest. Such
term will not include any officer or Employee of an entity referred to in
Section 414(d) of the Code (relating to governmental plans). For purposes of
determining the number of officers taken into account under paragraph (a),
Employees described in Section 414(q)(8) of the Code will be excluded.
16.45. Late Retired Participant: A once active Participant who is in
service and who has reached his Normal Retirement Date but who has not reached
his Late Retirement Date.
16.46. Late Retirement Date: The first day of the month selected by a
Participant for commencement of retirement benefits which follows a
Participant's Normal Retirement Date and is no later than the earlier of
(1) the first day of the month coinciding with (immediately
following, if none coincides with) the date the Participant ceases to be an
Employee, or
(2) the date the Participant attains age seventy-five (75), or
(3) a date selected by the Participant with the consent of the
Plan Administrator.
16.47. Leased Employee: Any person (other than an Employee of the
Employer) who, pursuant to an agreement between the Employer and any other
person ("leasing organization"), has performed for the Employer (or for the
Employer and related persons determined in accordance with Section 414(n)(6) of
the Code) services of a type historically performed by employees in the business
field of the Employer on a substantially full-time basis for a period of at
least one year. Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed for the
Employer will be treated as provided by the Employer.
A Leased Employee will not be considered an Employee of the Employer
if:
(a) such Leased Employee is covered by a money purchase pension
plan providing:
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(1) a nonintegrated employer contribution rate of at least
ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's Non-Highly Compensated Employees.
16.48. Limitation Year: The Plan Year.
16.49. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
16.50. Non-Key Employee: Any Employee who is not a Key Employee.
16.51. Normal Form of Benefit: A Straight Life Annuity with a five (5)
year period certain.
16.52. Normal Retirement Age: Age sixty-five (65).
16.53. Normal Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Normal Retirement Age.
16.54. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.55. Participating Employer: Any corporation or entity, other than
the Employer, whether an affiliate or subsidiary of the Employer or not, who,
with the consent of the Employer and the Trustee, adopts the Plan and all of the
provisions hereof by a properly executed document evidencing said intent of such
Participating Employer.
16.56. Period of Severance: A continuous period of time beginning with
the Employee's Severance Date and ending on the Participant's Re-employment
Commencement Date.
16.57. Plan: The Employer's qualified retirement plan as set forth in
this document, and as hereafter amended, known as the LPL Technologies Inc.
Retirement Plan.
Exhibit C
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Insilco Corporation, then known as The International Silver Company,
adopted a retirement program for its salaried employees that took effect as of
July 1, 1942 pursuant to Group Annuity Contract No. GA-0255 issued by Aetna Life
Insurance Company (the "Insilco Plan"). As of July 1, 1968, the assets and
employees of its Times Wire and Cable Division were transferred to a Delaware
subsidiary corporation, Times Wire and Cable Company; commencing as of that
date, salaried employees of Times Wire and Cable Company meeting certain
requirements became active members in the Insilco Plan.
On February 25, 1977, 100% of the common stock of Times Wire and Cable
Company was transferred by Insilco Corporation to Times Fiber Communications,
Inc., a Delaware Corporation. Effective as of that date, Times Fiber
Communications, Inc. adopted a separate retirement plan covering its salaried
employees and the salaried employees of designated participating employers, and
Insilco Corporation removed Times Wire and Cable Company as a participating
employer under the Insilco Plan. In connection with the adoption by Times Fiber
Communications, Inc. of a separate salaried plan, that part of the assets and
liabilities under the Insilco Plan and Group Annuity Contract No. GA-0255 that
related to salaried employees of Times Wire and Cable Company, were continued
pursuant to that group annuity contract for the benefit of the salaried
employees of Times Wire and Cable Company now covered under the Times Fiber
Communications, Inc. Retirement Plan for Salaried Employees.
The Plan was previously amended and restated effective January 1, 1985
to conform the Plan to the provisions of three Federal pension laws known as
TEFRA, DEFRA and REA.
16.58. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan Administrator shall be a named "fiduciary", as referred to in Section
402(a) of ERISA, with respect to the management, operation and administration of
the Plan.
16.59. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year and ending the following December 31.
16.60. Predecessor Employer: A firm absorbed by the Employer by change
of name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
16.61. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial assumptions set forth in Schedule A hereto.
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16.62. Primary Social Security Retirement Benefit: A Participant's
projected primary insurance amount is the estimate, unreduced annual primary
old-age insurance amount (determined as of the close of the Plan Year) payable
to the Participant to which the Participant is entitled at his Normal Retirement
Date or Late Retirement Date, if later. If a Participant's Normal Retirement
Date or Late Retirement Date precedes his Social Security Retirement Age, his
Primary Insurance Amount will be decreased by the applicable reduction factor
provided under Title II of the federal Social Security Act for the period
between his Normal Retirement Date or Late Retirement Date and his Social
Security Retirement Age. If a Participant retires after his Social Security
Retirement Age, his Primary Insurance Amount will be increased by the applicable
delayed retirement credit provided under Title II of the federal Social Security
Act for the period between his Social Security Retirement Age and his actual
retirement date or age seventy (70), whichever is earlier. The failure of the
Participant to receive such amount or any portion thereof for whatever reason
shall be disregarded. If a Participant's last day of employment occurs before
his 65th birthday, his Compensation will be assumed to continue from his last
day of employment to his 65th birthday for purposes of determining his Social
Security Benefit. With respect to service by the Participant for the Employer
before the determination date, the actual Compensation paid to the Participant
by the Employer during all periods of service of the Participant for the
Employer covered by the Social Security Act shall be used in determining a
Participant's projected primary insurance amount when information regarding such
compensation is readily available. With respect to years before the
Participant's commencement of service for the Employer or with respect to years
for which information regarding compensation paid to the Participant by the
Employer is not readily available, in determining the Participant's projected
primary insurance old-age amount, it will be assumed that the Participant
received Compensation for such service in an amount computed by using a six
percent salary scale projected backwards from the determination date to the
Participant's twenty-first birthday. However, if the Participant provides the
Employer with satisfactory evidence of the Participant's actual past
compensation for such prior years treated as wages under the Social Security Act
at the time the compensation was earned, the Plan must use such actual past
compensation. The Plan must provide written notice to each Participant of the
Participant's right to supply actual compensation history and of the financial
consequences of failing to supply such history. The notice must be given each
time the summary plan description is provided to the Participant and must also
be given upon the Participant's separation from service. The notice must also
state that the Participant can obtain the actual compensation history from the
Social Security Administration. The Employer may not take into account any
compensation from any other employer while the Participant is employed by the
Employer for purposes of determining the Participant's projected primary
insurance amount.
16.63. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate payee(s)
Exhibit C
- 82 -
<Page>
the right to receive all or part of a Participant's Accrued Benefit and which
meets the requirements of Code Section 414 (p).
16.64. Qualified Joint and Survivor Annuity: An annuity for the life
of the Participant with a five (5) year period certain, with a survivor annuity
for the life of the Participant's Spouse equal to fifty percent (50%) of the
amount of the annuity payable during the joint lives of the Participant and the
Participant's Spouse, and which is the Actuarial Equivalent of the Normal Form
of Benefit.
16.65. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired with a Qualified Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.66. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following a Break in
Service or a Period of Severance.
16.67. Re-entry Date: The date an Inactive Participant re-enters the
Plan.
16.68. Regulation. Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
16.69. Required Contribution Account: The total of:
(a) Required Contributions,
(b) interest (if any) on such contributions, computed at the rate
provided by the Plan to the end of the Last Plan Year to which Code Section
411(a) (2) does not apply.
(c) interest on the sum of (a) and (b) above compounded annually
at the rate of 5 percent per annum from the beginning of the first Plan year to
which Code Section 411(a) (2) applies or the date the Participant began
participation in the Plan, whichever is later, to the last day of the Plan Year
ending before the first Plan
Exhibit C
- 83 -
<Page>
Year beginning after December 31, 1987 or to the date on which the Participant
would attain Normal Retirement Age, if earlier, and
(d) interest on the sum of (a), (b) and (c) above compounded
annually:
(1) at the rate of 120 percent of the federal mid-term rate
(as in effect under Code Section 1274 for the first month of a Plan Year) from
the beginning of the first Plan Year beginning after December 31, 1987 or the
date the Participant began participation in the Plan, whichever is later, and
ending with the last day of the month preceding the date on which the
determination is being made, and
(2) at the interest rate used under the Plan pursuant to Code
Section 417(e) (3) (as of the determination date) for the period beginning with
the last day of the month preceding the determination date and ending on the
date on which the Participant would attain Normal Retirement Age.
Required Contributions previously paid to the Participant or
applied to him, and any interest that would have been credited thereon, shall be
excluded.
16.70. Required Contributions Accrued Benefit: As of any date on or
prior to a Participant's Normal Retirement Date, the Actuarial Equivalent of the
Required Contribution Account expressed as a monthly retirement benefit payable
at his Normal Retirement Date.
16.71. Required Contributions: Nondeductible Employee contributions
required from a Participant, pursuant to Article III hereof, in order to be
eligible to participate in this Plan.
Exhibit C
- 84 -
<Page>
16.72. Retired Participant: A Participant who has reached:
(a) his Early Retirement Date, if he has elected an Early
Retirement Date;
(b) his Late Retirement Date, if he has been a Late Retired
Participant; or
(c) in any other case, his Normal Retirement Date.
16.73. Social Security Retirement Age: The age used as the retirement
age under Section 216(l) of the Social Security Act, except that such Section
shall be applied without regard to the age increase factor and as if the early
retirement age under Section 216(l) (2) of such Act were sixty-two (62).
16.74. Severance Date: The earliest of (a) the date on which an
Employee resigns, retires, is discharged or dies; (b) the first anniversary of
the first date on which an Employee is absent for any reason other than
resignation, retirement, discharge, death or Authorized Absence unless he
resumes employment upon the expiration of such Authorized Absence; (c) the first
anniversary of the commencement of an Authorized Absence unless the Employee
resumes employment upon the expiration of such Authorized Absence; (d) the
second anniversary of the first date on which the Employee is absent if such
absence is by reason of maternity or paternity leave.
16.75. Spouse: The legal husband or wife or surviving husband or wife
of the Participant who is married to, and not legally separated or divorced from
the Participant, and, with respect to an active Participant, who has been so
married for a period of not less than twelve (12) months as of the Annuity
Starting Date or date of death of the Participant, provided that a person who
was formerly legally married to a Participant will be treated as the Spouse or
surviving Spouse and a person who is currently legally married to a Participant
will not be treated as the Spouse or surviving Spouse to the extent provided
under a Qualified Domestic Relations Order.
16.76. Straight Life Annuity: An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant's death.
16.77. Super Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, "90%" were substituted for "60%" where it appears in
the definition of "Top-Heavy Plan".
16.78. Suspended Participant: A once active Participant who is no
longer a member of an Eligible Class of Employees by reason of having been
transferred to an hourly paid position or to an Affiliated Employer (or a
division or unit thereof) that is not a Participating Employer. If a Suspended
Participant incurs a 1-Year Period of
Exhibit C
- 85 -
<Page>
Severance, he will be treated as a Terminated Participant or a Former
Participant, depending on his completed Years of Vesting Service as of his
Service Date.
16.79. Terminated Participant: A former active Participant who, after
completing five (5) years of Vesting Service, or more, incurred a 1-Year Period
of Severance for any reason other than Disability, and who has not reached his
Early Retirement Date, or, if he has not elected an Early Retirement date, his
Normal Retirement Date. A Participant who incurs a 1-Year Period of Severance by
reason of Disability but who does not return to the service of a Participating
Employer following the cessation of such Disability before his Normal Retirement
Date, will be treated as a Terminated Participant or a Participant Member, as
the case may be, as of his Severance Date.
16.80. Top-Heavy Group: Any Aggregation Group for which the sum as of
the Determination Date of
(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under
all defined contribution plans in the Aggregation Group, exceeds sixty percent
(60%) of the similar sum determined for all Employees.
16.81. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under this Plan and any
other defined benefit plan of the Employer which is included with this Plan in
an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416(g) (3), distributions
from such plans during the five-year period ending on the Determination Date
will be added to said Accrued Benefits and said aggregate of present values of
the cumulative accrued benefits (both for Key Employees and all Key Employees
and Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g) (4) (A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefits and
accounts of an Employee
Exhibit C
- 86 -
<Page>
who was a Key Employee but who will have ceased to be a Key Employee will not be
taken into account for purposes of determining whether the Plan is a Top-Heavy
Plan.
To the extent required by Code Section 416(g) (4) (E), if an Employee
has not performed services for the Employer at any time during the five (5) year
period ending on the Determination Date, any Accrued Benefits and present value
of cumulative accrued benefits for such Employee will not be taken into account
in determining whether the Plan is a Top-Heavy Plan.
16.82. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the Determination Date(s), all determined in accordance
with Section 416 of the Code and the Regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the Top-Heavy Ratio are increased for any distribution of an accrued benefit
made in the 5-year period ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
Regulations thereunder. Deductible Employee contributions will not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating plans
the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
Exhibit C
- 87 -
<Page>
The accrued benefit of a Participant other than a Key Employee
shall be determined under (a) the method, if any, that uniformly applied for
accrual purposes under all defined benefit plans maintained by the Employer, or
(b) if there is no such method, as if such benefit accrued not more rapidly than
the slowest accrual rate permitted under the fractional rule of Section 411(b)
(1) (C) of the Code.
16.83. Top-Paid Group: The group consisting of the top twenty
percent (20%) of Employees when ranked on the basis of Compensation paid during
such year. For purposes of determining the number of Employees in the group (but
not for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of
service with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (171) hours per week.
(c) Employees who normally do not work for the Employer more
than six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who
are covered by an agreement between Employee representatives and the Employer,
where retirement benefits were the subject of good faith bargaining, provided
that ninety percent (90%) or more of the Employer's Employees are covered by the
agreement.
(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
16.84. Trust Agreement: The instrument executed by the Employer and
the Trustee fixing the rights and liabilities of each with respect to holding
and administering Plan assets for the purposes of the Plan.
16.85. Trust Fund: The assets of the Plan as held and administered by
the Trustee.
16.86. Trustee: The trustees named in the Trust Agreement and their
successors.
16.87. Valuation Date: The Anniversary Date of the Plan or such other
date as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
Exhibit C
- 88 -
<Page>
16.88. Vested Accrued Benefit: The aggregate value of the
Participant's vested Accrued Benefit derived from Employer-provided
contributions and Required Contributions, whether vested before or upon death,
including the proceeds of insurance contracts, if any, on the Participant's
life.
16.89. Year of Accrual Service:
(a) The total of an Employee's Years of Service while in the
Eligible Class, expressed as whole years and fractional parts of a year
(calculated to the nearest twelfth of a year).
(b) Accrual Service is modified as follows:
(1) Voluntary Discontinuance. Service while an Employee
failed or refused to make Required Contributions to the Plan is excluded. This
provision also applies to exclude an Employee's service while Required
Contributions were not made because the Employee failed or refused to complete a
written agreement to make such Required Contributions.
(2) Predecessor Employer Service. An Employee's service with
a Predecessor Employer shall be included as service with the Employer. If this
Plan is not a continuation of a plan of that Predecessor Employer, an Employee's
service with that Predecessor Employer shall be counted only if service
continued with the Employer without interruption. This service includes service
performed while a proprietor or partner. This service shall be included only to
the extent that such inclusion does not result in a duplication of benefits by
reason of being covered under any separate non-governmental pension or profit
sharing plan to which the Employer contributes or shall have contributed.
(3) Rule of Parity. In the case of an Employee who has no
nonforfeitable right to any Accrued Benefit derived from Employer-provided
contributions, Years of Accrual Service before a period of consecutive Breaks in
Service will not be taken into account in computing Years of Accrual Service if
the number of consecutive Breaks in Service in such period equals or exceeds the
greater of five (5) or the aggregate number of Years of Accrual Service. Such
aggregate number of Years of Accrual Service will not include any Years of
Accrual Service disregarded under the preceding sentence by reason of prior
Breaks in Service.
(4) Accrual Service shall not include any period of service
with respect to which a lump sum payment has been paid in accordance with
Section 7.2, unless such payment has been returned to the Plan in accordance
with Section 4.10.
Exhibit C
- 89 -
<Page>
(5) PRE-PARTICIPATION SERVICE. Accrual Service shall not
include any period of service prior to the date on which an Employee becomes a
Participant pursuant to the terms of Section 1.1.
16.90. Year of Eligibility Service. An Employee shall be credited with
one Year of Eligibility Service for every Year of Service.
If an Employee resigns, retires or is discharged but is thereafter
reemployed by the Employer before he has incurred a 1-Year Period of Severance,
that Period of Severance shall be counted in determining Eligibility Service;
provided, however, that if such resignation, retirement, or discharge occurred
during an absence from service of 12 months or less for any reason (including an
Authorized Absence), that Period of Severance shall be counted in determining
Eligibility Service only if the Reemployment Date occurs on or before the first
anniversary of the date on which the former Employee began such absence from
service. If a former Employee's Period of Severance is attributable to his
absence from service for at least one year, of if he resigned, retired, or was
discharged and was not thereafter reemployed within the period specified in the
preceding sentence, that Period of Severance shall not be counted in determining
Eligibility Service.
16.91. Year of Service: The total years of employment of an Employee
with the Employer commencing with the Employee's Employment Commencement Date,
and ending with such Employee's Severance Date, recorded in full years and
completed days. Whenever service after a Period of Severance is to be aggregated
with service before the Severance Date, 365 completed days of service shall
constitute a full Year of Service.
(a) any period, not in excess of one year in the case of any
single leave of absence, during which the individual is on an authorized leave
of absence, provided that the individual again becomes an Employee as of the end
of such leave or absence or within such additional period as may be provided by
law. Notwithstanding the foregoing, any leave of absence granted under the
Employer's leave of absence policies to bridge an Employee's employment to the
date on which the Employee will be eligible for early retirement or vested
benefits under the Plan shall also be included, not to exceed three years,
(b) any period not in excess of four years, or such longer period
during which the individual has reemployment rights pursuant to any Federal Law,
during which the persons is on a leave of absence for military service, provided
that the individual is reemployed in accordance with the terms of such leave of
absence,
(c) any period during which the individual was employed by an
Affiliated Employer,
Exhibit C
- 90 -
<Page>
16.92. Year of Vesting Service: The total of an Employee's Years
of Service determined on an elapsed time basis. An Employee shall be credited
with a Year of Vesting Service only for complete Years of Service consisting of
365 days.
If an Employee resigns, retires or is discharged but is
thereafter reemployed by an Affiliated Employer before he has incurred a 1-Year
Period of Severance, that Period of Severance shall be counted in determining
Vesting Service; provided, however, that if such resignation, retirement or
discharge occurred during an absence from service of 12 months or less for any
reason (including an Authorized Absence), that Period of Severance shall be
counted in determining vested service only if the Reemployment Date occurs on or
before the first anniversary of the date on which the former Employee began such
absence from service. If a former Employee's Period of Severance is attributable
to his absence from service for at least one year, or if he resigned, retired or
was discharged and was not thereafter reemployed within the period specified in
the preceding sentence, the Period of Severance beginning with his Severance
Date shall not be counted in determining vesting service.
IN WITNESS WHEREOF, the LPL TECHNOLOGIES INC. RETIREMENT PLAN is,
by authority of the Board of Directors of the Amphenol Corporation, adopted on
the day and year first above written.
AMPHENOL
By
------------------------------------------
ATTEST:
- ----------------------------------
Exhibit C
- 91 -
<Page>
Schedule A
For the purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
Mortality 1984 Unisex Pension Mortality Table
with no age setback.
Interest The Pension Benefit Guaranty Corporation
interest rates which are in effect as of
the first day of the plan year in which
the distribution occurs and which are
used for the purposes of determining the
present value of a lump sum distribution
on plan termination.
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table prescribed
by the Secretary of the Treasury. Such table shall be based on the prevailing
commissioners' standard table (described in Code Section 807(d)(5)(A)) used to
determine reserves for group annuity contracts issued on the date as of which
present value is being determined (without regard to any other subparagraph of
Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of interest on
30-year Treasury securities determined as of the second calendar month (the
lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
Exhibit C
- 92 -
<Page>
For all other purposes than that noted above, actuarial equivalence shall be
determined by using the following assumptions:
Mortality 1971 Group Annuity Mortality Table
with ages setback one year for
Participants and five years for joint
annuitants.
Interest 7.5%
Exhibit C
- 93 -
<Page>
EXHIBIT: D
ELIGIBLE CLASS:
(a) Hourly Employees at a participating division or location of
Times Fiber Communications, Inc. (Chatham, Virginia, Phoenix, Arizona and
Liberty, North Carolina).
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
Exhibit D
<Page>
PENSION PLAN
FOR HOURLY PAID EMPLOYEES
OF CHATHAM CABLE COMPANY
(A Division of Times Fiber Communications, Inc.)
Exhibit D
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements.............................................................1
1.2. Change in Classification of Employment...............................................1
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions.............................................................1
2.2. Limitation on Contribution...........................................................1
2.3. Time of Payment......................................................................2
2.4. No Additional Liability..............................................................2
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions...............................................................2
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit............................................................2
4.2. Normal Form of Retirement Benefit....................................................4
4.3. Early Retirement Benefit.............................................................4
4.4. Late Retirement Benefit..............................................................5
4.5. Disability Benefits..................................................................5
4.6. Death Benefits.......................................................................6
4.7. Benefits on Termination of Employment -
Deferred Vested Pension............................................................7
4.8. In-Service Benefits..................................................................7
4.9. Restoration of Benefit...............................................................7
4.10. Non-Duplication of Benefits..........................................................8
4.11. Minimum Benefit for Top-Heavy Plan...................................................8
4.12. Transfers; Service with Affiliated Employers........................................10
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit..............................................................10
</Table>
Exhibit D
i
<Page>
<Table>
5.2. Adjustments to Annual Benefit and Limitations.......................................11
5.3. Annual Benefit Not in Excess of $10,000.............................................13
5.4. Participation or Service Reductions.................................................13
5.5. Multiple Plan Reduction.............................................................14
5.6. Incorporation by Reference..........................................................17
ARTICLE VI.
VESTING
6.1. Vesting Rights......................................................................17
6.2. Top-Heavy Vesting...................................................................17
6.3. Service Computation Period..........................................................18
6.4. Service Credit......................................................................18
6.5. Vesting Break in Service............................................................18
6.6. Vesting on Distribution Before Break in Service;
Cash-outs.........................................................................19
6.7. Amendment of Vesting Schedule.......................................................19
6.8. Amendments Affecting Vested and/or Accrued Benefit..................................19
6.9. No Divestiture for Cause............................................................20
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice..............................................................................20
7.2. Waiver of Thirty (30) Day Notice Period.............................................20
7.3. Automatic Form of Payment...........................................................21
7.4. Optional Forms of Benefit...........................................................21
7.5. Actuarial Equivalent Benefit........................................................22
7.6. Distributions to Inactive Participants..............................................22
7.7. Payment Without Participant Consent.................................................22
7.8. Restrictions on Immediate Distributions.............................................22
7.9. Limitation of Benefits on Plan Termination..........................................23
7.10. Early Plan Termination Restrictions.................................................25
7.11. Suspension of Benefits..............................................................27
7.12. Restrictions on Commencement of Retirement
Benefits..........................................................................28
7.13. Minimum Distribution Requirements...................................................28
7.14. TEFRA Election Transitional Rule....................................................31
7.15. Distribution of Death Benefit.......................................................33
7.16. Date Distribution Deemed to Begin...................................................34
7.17. Distribution Pursuant to Qualified Domestic
Relations Orders..................................................................34
7.18. Payment to a Person Under a Legal Disability........................................34
7.19. Unclaimed Benefits Procedure........................................................34
</Table>
Exhibit D
ii
<Page>
<Table>
7.20. Direct Rollovers....................................................................35
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions.........................................................35
8.2. Payment of Qualified Joint And Survivor Annuity.....................................35
8.3. Payment of Qualified Pre-Retirement Survivor
Annuity...........................................................................35
8.4. Notice Requirements For Qualified Joint And
Survivor Annuity..................................................................35
8.5. Notice Requirements For Qualified Pre-Retirement
Survivor Annuity..................................................................36
8.6. Qualified Election..................................................................37
8.7. Election Period.....................................................................37
8.8. Pre-age Thirty-five (35) Waiver.....................................................37
8.9. Transitional Joint And Survivor Annuity Rules.......................................38
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders.................................................39
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Direct Rollovers..............................41
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1 Transfer Out of Eligible Class......................................................41
11.2. Transfer From Salaried Employment...................................................42
11.3. Transfer From Hourly Employment.....................................................42
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan...............................................................43
12.2. Termination.........................................................................44
12.3. Merger or Consolidation of the Plan.................................................47
</Table>
Exhibit D
iii
<Page>
<Table>
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers.........................................................47
13.2. Requirements of Participating Employers.............................................48
13.3 Designation of Agent................................................................48
13.4. Employee Transfers..................................................................48
13.5. Participating Employer's Contribution...............................................48
13.6. Discontinuance of Participation.....................................................49
13.7. Plan Administrator's Authority......................................................49
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1 Appointment of Plan Administrator and Trustee.......................................49
14.2. Plan Administrator..................................................................49
14.3. Trust Agreement.....................................................................50
14.4. Delegation of Powers................................................................50
14.5. Appointment of Advisers.............................................................51
14.6. Records and Reports.................................................................51
14.7. Information From Employer...........................................................51
14.8. Majority Actions....................................................................51
14.9. Expenses............................................................................51
14.10. Discretionary Acts..................................................................51
14.11. Responsibility of Fiduciaries.......................................................51
14.12. Indemnity by Employer...............................................................52
14.13. Claims Procedure....................................................................52
ARTICLE XV.
GENERAL
15.1. Bonding.............................................................................53
15.2. Action by the Employer..............................................................53
15.3. Employment Rights...................................................................53
15.4. Alienation..........................................................................54
15.5. Governing Law.......................................................................54
15.6. Conformity to Applicable Law........................................................54
15.7. Usage...............................................................................54
15.8. Legal Action........................................................................54
15.9. Exclusive Benefit...................................................................55
15.10. Prohibition Against Diversion of Funds..............................................55
15.11. Return of Contribution..............................................................55
15.12. Employer's Protective Clause........................................................56
</Table>
Exhibit D
iv
<Page>
<Table>
15.13. Insurer's Protective Clause.........................................................56
15.14. Receipt and Release for Payments....................................................56
15.15. Headings............................................................................56
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit.....................................................................56
16.2. Actuarial Equivalent................................................................56
16.3. Affiliated Employer.................................................................57
16.4. Aggregation Group...................................................................57
16.5. Anniversary Date....................................................................58
16.6. Annual Benefit......................................................................58
16.7. Annuity.............................................................................58
16.8. Annuity Starting Date...............................................................58
16.9. Authorized Absence..................................................................58
16.10. Beneficiary.........................................................................58
16.11. Break in Service....................................................................59
16.12. Code................................................................................60
16.13. Compensation........................................................................60
16.14. Controlled Group....................................................................62
16.15. Determination Date..................................................................63
16.16. Direct Rollover.....................................................................63
16.17. Disability..........................................................................63
16.18. Distributee.........................................................................64
16.19. Earliest Retirement Date............................................................64
16.20. Early Retirement Age................................................................64
16.21. Early Retirement Date...............................................................64
16.22. Eligible Class......................................................................64
16.23. Eligible Retirement Plan............................................................64
16.24. Eligible Rollover Distribution......................................................64
16.25. Employee............................................................................65
16.26. Employer............................................................................65
16.27. Employment Commencement Date........................................................65
16.28. ERISA...............................................................................65
16.29. Family Member.......................................................................65
16.30. Fiscal Year.........................................................................65
16.31. Forfeiture..........................................................................65
16.32 Highly Compensated Employee.........................................................66
16.33. Highly Compensated Participant......................................................67
16.34. Hour of Service.....................................................................67
16.35. Inactive Participant................................................................67
16.36. Key Employee........................................................................67
16.37. Late Retirement Date................................................................68
</Table>
Exhibit D
v
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<Table>
16.38. Leased Employee.....................................................................68
16.39. Limitation Year.....................................................................69
16.40. Non-Highly Compensated Employee.....................................................69
16.41. Non-Key Employee....................................................................69
16.42. Normal Form of Benefit..............................................................69
16.43. Normal Retirement Age...............................................................69
16.44. Normal Retirement Date..............................................................69
16.45. Participant.........................................................................69
16.46. Period of Military Duty.............................................................69
16.47. Period of Service...................................................................69
16.48. Period of Severance.................................................................69
16.49. Plan................................................................................70
16.50. Plan Administrator..................................................................70
16.51. Plan Year...........................................................................70
16.52. Predecessor Employer................................................................71
16.53. Present Value of Accrued Benefit....................................................71
16.54. Qualified Domestic Relations Order..................................................71
16.55. Qualified Joint and Survivor Annuity................................................71
16.56. Qualified Pre-Retirement Survivor Annuity...........................................71
16.57. Re-employment Commencement Date.....................................................71
16.58. Re-entry Date.......................................................................71
16.59. Regulation..........................................................................72
16.60. Retirement..........................................................................72
16.61. Spouse..............................................................................72
16.62. Straight Life Annuity...............................................................72
16.63. Super Top-Heavy Plan................................................................72
16.64. Top-Heavy Group.....................................................................72
16.65. Top-Heavy Plan......................................................................72
16.66. Top-Heavy Ratio.....................................................................73
16.67. Top-Paid Group......................................................................74
16.68. Trust Agreement.....................................................................75
16.69. Trust Fund..........................................................................75
16.70. Trustee.............................................................................75
16.71. Valuation Date......................................................................75
16.72. Year of Accrual Service.............................................................75
16.73. Year of Service.....................................................................76
16.74. Year of Vesting Service.............................................................76
</Table>
Exhibit D
vi
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PENSION PLAN
FOR HOURLY PAID EMPLOYEES
OF CHATHAM CABLE COMPANY
(A Division of Times Fiber Communications, Inc.)
BY RESOLUTION of its Board of Directors, on the _______ day of
____________, 1994, AMPHENOL CORPORATION, a Delaware corporation, has approved
and adopted a Defined Benefit Pension Plan for certain Employees of its Chatham
Cable Company Division, effective as of the first day of January, 1989, which
amends and restates the PENSION PLAN FOR HOURLY PAID EMPLOYEES OF THE CHATHAM
CABLE COMPANY under a restated agreement dated as of January 1, 1985. This
amended and restated Plan provides as follows:
ARTICLE I
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee in a participating
division or location of Times Fiber Communications, Inc. who is employed on an
hourly basis will become a Participant as of the date he or she first performs
an Hour of Service in the Eligible Class.
1.2. Change in Classification of Employment: In the event a
Participant is no longer a member of the Eligible Class of Employees and becomes
ineligible to participate, such Employee will participate immediately upon
returning to the Eligible Class of Employees. In the event an Employee who is
not a member of the Eligible Class of Employees becomes a member of the Eligible
Class, such Employee will participate immediately upon becoming a member of the
Eligible Class.
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall contribute to the
Plan from time to time such amounts as the Plan Administrator and the Employer
shall determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2. Limitation on Contribution: Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or to correct an error, in which event, the Employer shall make a
contribution to the Plan even if it causes the limitation under Code Section 404
to be exceeded.
Exhibit D
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2.3. Time of Payment: The Employer will pay to the Trustee its
contribution to the Plan for each Plan Year, within the time prescribed by law,
including extensions of time, for the filing of the Employer's federal income
tax return for the Fiscal Year. In no event, however, will payment to the
Trustee be made after the expiration of the time limit prescribed for
satisfaction of the minimum funding requirements of Code Section 412.
2.4. No Additional Liability: The pension benefits to be provided
under the Plan shall be only such as can be provided by the assets of the Trust
Fund and, except as provided by law, there shall be no liability or obligation
on the part of the Employer to make any further contributions to the Plan in the
event of its termination. Except as otherwise required by ERISA or other
applicable law, no liability for the payment of benefits hereunder shall be
imposed upon the Employer, or the officers, directors or stockholders of the
Employer.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions: No contributions shall be required of
Participants as a condition for receiving benefits provided hereunder.
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who terminates
employment upon attaining Normal Retirement Age will be entitled to receive
normal retirement benefits in the amount of the Participant's Accrued Benefit.
If the Participant elects to continue working past his or her Normal Retirement
Age, he or she will continue as an active Participant and no distribution shall
be made to such Participant until his or her actual retirement date, unless a
minimum distribution is required by law.
(a) Accrued Benefit. The amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who retires on his Normal
Retirement Date shall be equal to such Participant's monthly Accrued Benefit as
of any date, subject to modifications set out below, equal to the product of (1)
the applicable dollar amount set forth below, determined by reference to the
Participant's date of termination of employment, and (2) such Participant's
Years of Accrual Service, up to a maximum of thirty (30) years.
(1) Times Fiber Communications, Inc. -- Employees at Chatham,
Virginia represented by the United Steelworkers of America Local No. 9428. An
amount equal to
Exhibit D
2
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(i) $7.00, for Participants terminating employment on or
after January 1, 1976 but before December 1, 1981;
(ii) $8.50, for Participants terminating employment on or
after December 1, 1981 but prior to January 1, 1988;
(iii) $9.25, for Participants terminating employment on
or after January 1, 1988 but prior to January 1, 1989;
(iv) $9.50, for Participants terminating employment on or
after January 1, 1989 but prior to January 1, 1990;
(v) $10.50 for Participants terminating employment on or
after January 1, 1990 but prior to January 1, 1996;
(vi) $12.00, for Participants terminating employment on
or after January 1, 1996 but prior to January 1, 1997;
(vii) $13.00, for Participants terminating employment on
or after January 1, 1997 but prior to January 1, 1999;
(viii) $14.25, for Participants terminating employment on
or after January 1, 1999 but prior to January 1, 2000;
(ix) $15.25, for Participants terminating employment on
or after January 1, 2000 but prior to January 1, 2001;
(x) $16.25, for Participants terminating employment on or
after January 1, 2001 but prior to January 1, 2002;
(xi) $17.25, for Participants terminating employment on
or after January 1, 2002 but prior to January 1, 2003; or
(xii) $18.25, for Participants terminating employment on
or after January 1, 2003.
(2) Times Fiber Communications, Inc. -- Employees at Liberty,
North Carolina. An amount equal to $18.00, regardless of the Participant's date
of termination of employment.
(b) Special Minimum Pension: Regardless of whether an Employee
retires as an hourly paid or salaried employee, if such Employee has been
employed by the Employer, including an Affiliated Employer, both as an hourly
paid employee and as a salaried employee, he or she shall be entitled to a
minimum Normal,
Exhibit D
3
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Early or Vested Deferred Retirement Benefit under this Plan which, when added to
the monthly annuity he or she receives under any other qualified defined benefit
pension plan of the Employer, will equal the monthly benefit payable under this
Plan computed (1) on the same form of retirement and (2) as if all of such
Employee's Years of Accrual Service with the Employer and any Affiliated
Employer had been as an Employee under this Plan.
(c) Payment of Normal Retirement Benefits. Normal retirement
benefits will be payable as of the Participant's Normal Retirement Date in
accordance with the Article herein entitled "Payment of Benefits". If the
participant begins receiving benefits at any age other than Normal Retirement
Age, the Participant's benefit will be determined in accordance with the
appropriate Section of this Article.
4.2. Normal Form of Retirement Benefit: The Normal Retirement Benefit
payable to a Participant pursuant to this Article shall be a monthly pension
commencing on the Participant's retirement date and continuing for life. The
actual form of distribution of such benefit, however, shall be determined by
reference to the Article herein entitled "Payment of Benefits".
4.3. Early Retirement Benefit: A Participant who has attained Early
Retirement Age and who terminates employment with the Employer will be entitled
to receive any one of the following retirement benefits after attaining Early
Retirement Age as the Participant may elect:
(a) a deferred Normal Retirement Benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above, based upon Years of Accrual Service at the time of the Participant's
actual retirement, or
(b) an immediate early retirement benefit, commencing at the
Participant's Early Retirement Date, equal to the deferred benefit provided in
(a) above reduced by a percentage equal to one-half of 1% multiplied by the
number of months his Early Retirement Date precedes his or her Normal Retirement
Date.
In the event that a Participant shall terminate employment prior
to attaining the Early Retirement Age, but having satisfied the service
requirement, the Participant shall be entitled to elect benefits hereunder upon
satisfaction of the age requirement.
Early retirement benefits shall be payable to the Participant on
the first day of the first month after (i) the Participant shall have become
eligible for such benefits and (ii) the Participant shall have filed an
application for such benefits and shall otherwise be payable in accordance with
the Article herein entitled "Payment of Benefits".
4
<Page>
4.4. Late Retirement Benefit: In the event a Participant continues
employment beyond his Normal Retirement Date, no retirement benefit will be paid
to the Participant until he actually retires; subject, however, to any minimum
distributions required under Code Section 401(a)(9). A Participant's retirement
benefit on his Late Retirement Date shall be equal to the Participant's
retirement benefit calculated using the Participant's Years of Accrual Service
(not to exceed 30) determined as of the Participant's actual retirement date.
The monthly retirement benefit calculated pursuant to this Section
shall be offset by the Actuarial Equivalent of the total minimum distributions
required under Code Section 401(a)(9) actually made prior to the Participant' s
actual retirement date.
A Participant's retirement benefit payable in the Normal Form of
Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
Late retirement benefits will be paid as soon as practicable
after the Participant's Late Retirement Date in accordance with the Article
herein entitled "Payment of Benefits".
4.5. Disability Benefits: If a Participant ceases to be an active
Employee after three (3) months of employment as a result of a Disability, said
Participant shall be entitled to either of the following disability retirement
benefits, beginning after attaining Earliest Retirement Date, as the Participant
may elect:
(a) a deferred Disability retirement benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above and based upon total Years of Accrual Service, except that such benefit
shall be determined using the monthly amount of pension benefit in effect under
the Plan on the last day of said Participant's active employment, or
(b) an early Disability retirement benefit commencing at Early
Retirement Date equal to the deferred benefit provided in (a) above reduced by a
percentage equal to one-half of 1% multiplied by the number of months by which
the Participant's Early Retirement Date precedes his Normal Retirement Date.
Disability retirement benefits will be paid as soon as practicable
after the Plan Administrator's receipt of certification of Disability and the
satisfaction of the other conditions to the receipt of disability benefits under
this Section 4.5, in accordance with the Article herein entitled "Payment of
Benefits".
Exhibit D
5
<Page>
4.6. Death Benefits: The provisions of this section shall apply on or
after August 23, 1984, to any Participant who is credited with at least one Hour
of Service or one hour of paid leave on or after August 23, 1984.
If a Participant dies before his Annuity Starting Date, death benefits
shall be determined under subsection (a) below. The distribution of death
benefits shall be subject to the Article herein entitled "Payment of Benefits".
(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be payable as a
death benefit with respect to a Participant if the following requirements are
met:
(1) The Participant is survived by a Spouse to whom he was
continuously married throughout the one-year period ending on the date of his
death, and
(2) The Participant's vested percentage of Employer
contributions on the date of his death was greater than zero.
If the above requirements are met on the date the Participant
dies, a Qualified Preretirement Survivor Annuity shall be payable. The Spouse
may elect to start benefits on the first day of any month on or after the
earliest date retirement benefits could have been paid to the Participant if he
had ceased to be an Employee on the date of his death and survived to such date.
If the Spouse dies before the date the Qualified Preretirement Survivor Annuity
starts, no death benefit will be payable.
(b) Death Benefit After Actual Retirement Date but Before the
Annuity Starting Date:
(1) If a Participant dies on or after his actual Retirement
date and before his Annuity Starting Date, the provisions of subsection (a)
shall not apply. Instead, the death benefit shall be based on the Normal Form of
Benefit or a properly elected optional form of benefit. This death benefit is
the death benefit which would have been payable to the Participant's Beneficiary
or contingent annuitant if the Participant's retirement date had occurred on the
date he died. For purposes of this death benefit only, an election of an
optional form of benefit shall be a qualified election even if it is not made
within 90 days of the date retirement benefits would have begun if it meets all
of the other requirements for a qualified election.
(2) Any death benefit payable after a Participant's Annuity
Starting Date will be determined by the form of retirement benefit in effect on
a Participant's Annuity Starting Date.
Exhibit D
6
<Page>
4.7. Benefits on Termination of Employment - Deferred Vested Pension:
A Participant who terminates employment prior to Normal Retirement Age, Early
Retirement Age, or death will be entitled to receive benefits in the amount of
the Participant's vested Accrued Benefit. The amount of the monthly retirement
benefit to be provided for each Participant who becomes an inactive Participant
prior to his Normal or Early Retirement Date, or date of death shall be
determined as follows:
(a) A deferred monthly retirement benefit in the Normal Form to
begin on his Normal Retirement Date. The deferred retirement benefit will be
equal to the product of (i) and (ii):
(i) The Participant's Accrued Benefit on the day before he or
she became an Inactive Participant;
(ii) The Participant's vesting percentage on the date he or
she ceased to be an Employee.
(b) A deferred monthly retirement benefit in the Normal Form of
Benefit to begin on his Early Retirement Date, in the event that all service
requirements have been satisfied. The deferred early retirement benefit shall be
equal to the product of (i) and (ii):
(i) the Participant's early retirement benefit set forth in
Section 4.3;
(ii) The Participant's vesting percentage on the date he or
she ceases to be an Employee.
The amount of payment under any form (other than the Normal Form of
Benefit) shall be determined as provided under the Article herein entitled
"Payment of Benefits".
4.8. In-Service Benefits: No distribution will be made to a
Participant who remains in the employ of the Employer beyond Normal Retirement
Age, unless a minimum distribution is required by law.
4.9. Restoration of Benefit: If an Employee receives a distribution of
a vested Accrued Benefit under the Plan and the Employee resumes employment in
the Eligible Class, he or she shall have the right to restore his or her
employer-provided Accrued Benefit to the extent forfeited upon the repayment to
the Plan of
(a) the amount of the distribution,
Exhibit D
7
<Page>
(b) interest on such distribution compounded annually at the rate
of five percent (5%) per annum from the date of distribution to the date of
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded annually
at the rate of one hundred twenty percent (120%) of the federal mid-term rate
(as in effect under Code Section 1274 for the first month of a Plan Year) from
the beginning of the first Plan Year beginning after December 31, 1987 or the
date of distribution, whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5) years after
the first date on which the Participant is subsequently reemployed by the
Employer, or the date the Participant incurs five (5) consecutive Breaks in
Service following the date of distribution. If an Employee is deemed to receive
a distribution, and the Employee resumes employment in the Eligible Class before
the date the Participant incurs five (5) consecutive Breaks in Service, upon the
reemployment of such Employee in the Eligible Class, the employer-provided
Accrued Benefit will be restored to the amount of such Accrued Benefit on the
date of the deemed distribution.
4.10. Non-Duplication of Benefits: If an Inactive Participant who is
no longer actively employed by the Employer again becomes actively employed by
the Employer in the Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to have received a distribution of a vested Accrued Benefit under
the Plan by reason of prior participation (and such distribution has not been
repaid to the Plan with interest as described in the preceding paragraph within
a period of the earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the close of the first
period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit
determined as of the date of distribution.
4.11. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer
contributions to be provided under this Section for each Non-Key Employee who is
a Participant during a Plan Year in which the Plan is Top-Heavy Plan shall equal
the product of (1) said Participant's Compensation averaged over the five (5)
consecutive Limitation Years (or actual number of Limitation Years, if less)
which produce the highest average and (2) the lesser of (i) two percent (2%)
multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under
Code Section 416, a Non-Key Employee who is not a Participant solely because
Exhibit D
8
<Page>
(1) his Compensation is below a stated amount or (2) he declined to make
Required Contributions (if required) to the Plan will be considered to be a
Participant. Furthermore, such minimum benefit shall be provided regardless of
whether such Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Year of Service for any Plan
Year beginning before January 1, 1984, or for any Plan Year during which the
Plan was not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation
Year ending in a Plan Year which began prior to January 1, 1984, subsequent to
the last Limitation Year during which the Plan is a Top-Heavy Plan, or in which
the Participant failed to complete a Year of Service, shall be disregarded.
(e) For the purposes of determining the top-heavy minimum benefit
under this Section, Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of Benefits" provides
for the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If a Non-Key Employee participates in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, the extra minimum Accrued Benefit (required by the Article
herein entitled "Section 415 Limitation on Benefits" to provide the higher
limitations) shall be provided for each Non-Key Employee who is a Participant by
substituting three percent (3%) for two percent (2%) and thirty percent (30%)
for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, a minimum allocation of five percent (5%) of
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is
Exhibit D
9
<Page>
amended so that the minimum benefits are no longer provided under the defined
contribution plan, the minimum benefits shall be provider under this Plan.
However, for any Plan Year when (1) the Plan is a Top-Heavy Plan
but not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, seven and one-half percent (71%) shall be substituted
for five percent (5%) above.
(k) The preceding provisions of this Section 4.11 shall be
inapplicable to the extent not required of this Plan pursuant to Code Section
416(i)(4).
4.12. Transfers; Service with Affiliated Employers:
The benefits provided hereunder as to an Employee who transfers
employment to or from an Affiliated Employer shall be determined by reference to
this Article and the Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED
EMPLOYEES."
ARTICLE V
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the exceptions
below, the maximum Annual Benefit payable to a Participant under this Plan in
any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's
Compensation averaged over the three consecutive Limitation Years (or the actual
number of Limitation Years for Employees who have been employed for less than
three consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit", payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
(c) Notwithstanding anything in this Article to the contrary, if
the Plan was in existence on May 6, 1986, and had complied at all times with the
requirements of Code Section 415, the maximum Annual Benefit for any individual
who
Exhibit D
10
<Page>
is a Participant as of the first day of the Limitation Year beginning after
December 31, 1986, shall not be less than the Current Accrued Benefit. "Current
Accrued Benefit" shall mean a Participant's Accrued Benefit under the Plan,
determined as if the Participant had separated from service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415(b)(2). In determining the
amount of a Participant's Current Accrued Benefit, the following shall be
disregarded: (1) any change in the terms and conditions of the Plan after May 5,
1986; and (2) any cost of living adjustment occurring after May 5, 1986.
(d) The dollar limitation under Code Section 415(b)(1)(A) stated
in paragraph (a)(1) above shall be adjusted annually as provided in Code Section
415 (d) pursuant to the Regulations. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation Years ending
with or within that calendar year.
(e) The limitation stated in paragraph (a)(2) above for
Participants who have separated from service with a non-forfeitable right to an
Accrued Benefit shall be adjusted annually as provided in Code Section 415 (d)
pursuant to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member
of a controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified
by Code Section 415(h)) or is a member of an affiliated service group (as
defined by Code Section 414(m)), all employees of such employers shall be
considered to be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code
Section 413(c) plan, all employers of a Participant who maintain this Plan will
be considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is
Exhibit D
11
<Page>
consistent with the reduction for old-age insurance benefits commencing before
the Social Security Retirement Age under the Social Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
benefit begins on or after age 62. If the Annual Benefit begins before age 62,
the $90,000 limitation shall be reduced by each month benefits commence before
the Participant attains age 62 so that is the Actuarial Equivalent of the
$90,000 limitation beginning at age 62. However, if the $90,000 limitation shall
not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
55, or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age 55 if the Annual Benefit commences prior to age 55.
For purposes of adjusting the $90,000 limitation applicable
prior to age 62 or the $75,000 limitation applicable prior to age 55, the
adjustment shall be made pursuant to the general principles set forth in this
Plan for determining Actuarial Equivalence except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age 62, then the $90,000
limitation shall be reduced so that it is the Actuarial Equivalent of the
$90,000 limitation beginning at age 62. However, the $90,000 shall not be
actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
55, or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age 55 if the Annual Benefit commences prior to age 55.
For purposes of adjusting the $90,000 limitation applicable
prior to age 62 or the $75,000 limitation applicable prior to age 55, the
adjustment shall be made pursuant to the general principles used herein for
determining the Actuarial
Exhibit D
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Equivalent except that the interest rate assumption shall be the greater of five
percent (5%) or the rate specified in Schedule A hereto and the mortality
decrement shall be ignored to the extent that a Forfeiture does not occur at
death.
(e) For purposes of adjusting the Annual Benefit to a Straight
Life Annuity, the adjustment shall be made pursuant to Section 2.2 except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A hereto.
(f) For purposes of adjusting the $90,000 limitation applicable
after age 65, the adjustment shall be made the Actuarial Equivalent except that
the interest rate assumption shall be the lesser of five percent (5%) or the
rate specified in Schedule A hereto and the mortality decrement shall be ignored
to the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable
after the Participant's Social Security Retirement Age (or for Plan Years
beginning prior to January 1, 1987, age 65) the adjustment shall be made for the
Actuarial Equivalent except that the interest rate assumption shall be the
lesser of five percent (5%) or the rate specified in Schedule A hereto and the
mortality decrement shall be ignored to the extent that a Forfeiture does not
occur at death.
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit Not in Excess of $10,000: This Plan may pay an
Annual Benefit to any Participant in excess of his maximum Annual Benefit if the
Annual Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
5.4 Participation or Service Reductions: If a Participant has less
than ten (10) Years of Participation in the Plan at the time he begins to
receive benefits under the Plan, the limitations in Sections 5.1(a)(1) and 5.2
shall be reduced by multiplying such limitations by a fraction (a) the numerator
of which is the number of years of
Exhibit D
13
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participation (or part thereof) in the Plan, and (b) the denominator of which is
ten (10); provided, however, that said fraction shall in no event be less than
1/10th. The limitations of Sections 5.1(a)(2) and 5.3 shall be reduced in the
same manner except the preceding sentence shall be applied with respect to Years
of Service with the Employer rather than Years of Participation in the Plan.
Additionally, to the extent provided in Regulations, for years beginning after
December 31, 1986, the above described reductions to the limitations in Sections
5.1 (a)(1) (except for purposes of Section 5.5(c)(2) and 5.2 shall be applied
separately with respect to each change in the benefit structure of the Plan
adopted before August 3, 1992.
5.5 Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(f) below, if a
Participant is (or has been) a participant in one or more defined benefit plans
and defined contribution plans maintained by the Employer, the sum of the
defined benefit plan fraction and the defined contribution plan fraction for any
Limitation Year may not exceed 1.0.
(b)(1) The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans (whether terminated or not) maintained by the
Employer, and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation determined for the Limitation Year under
Code Section 415 (b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415 (b).
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after December 31,
1986, in one or more defined benefit plans maintained by the Employer which were
in existence on May 6, 1986, the denominator of this fraction will not be less
than one hundred twenty-five percent (125%) of the sum of the annual benefits
under such plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes in
the terms and conditions of such plans after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 for all Limitation Years
beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section 415,
the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
(3) For purposes of applying the limitations of Code Section 415,
"protected current accrued benefit" for any Participant in a defined benefit
plan in existence on July 1, 1982 will be the accrued benefit, payable annually,
provided for under question T-3 of Internal Revenue Service Notice 83-10.
Exhibit D
14
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(c)(1) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419 (e) or individual medical
accounts, as defined in Code Section 415(1)(2), maintained by the Employer, and
the denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
"maximum aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or thirty-five
percent (35%) of the Participant's Section 415 Compensation for such Limitation
Year.
If the Employee was a participant as of the end of the first day of
the first Limitation Year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0, multiplied by
(ii) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of such plans made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning before January
1, 1987, will not be recomputed to treat all Employee contributions as annual
additions.
(2) Notwithstanding the foregoing, the numerator of the defined
contribution plan fraction will be adjusted pursuant to Regulation 1.415(d)(1)
and questions T-6 and T-7 of Internal Revenue Service Notice 83-10.
(3) For defined contribution plans in effect on or before June 1,
1982, the Plan Administrator may elect, for any Limitation Year ending after
December 31, 1982, that the amount taken into account in the denominator for
every Participant for
Exhibit D
15
<Page>
all Limitation Years ending before January 1, 1983 will be an amount equal to
(A) the denominator for the Limitation Year ending in 1982, multiplied by (B)
the "transition fraction".
(4) For purposes of the preceding paragraph, the term "transition
fraction" will mean a fraction (A) the numerator of which is the lesser of (i)
$51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the Participant's
415 Compensation for the Limitation Year ending in 1981, and (B) the denominator
of which is the lesser of (i) $41,500 or (ii) twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, $41,500 will be substituted for $51,875 in
determining the "transition fraction" unless the extra minimum allocation is
being provided under the Plan pursuant to Code Section 416(h)(2). However, for
any Limitation Year in which this Plan is a Super Top-Heavy Plan, $41,500 will
be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in paragraphs (b)(1)
and (c)(1) unless the extra minimum allocation is being provided hereunder
pursuant to Code Section 416(h)(2). However, for any Limitation Year in which
the Plan is a Super Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent" in any event.
(e) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction will exceed 1.0 in any Limitation Year for
any Participant, the Plan Administrator will adjust the numerator of the defined
benefit plan fraction so that the sum of both fractions will not exceed 1.0 in
any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for One
Hundred Twenty-five Percent (125%) and $41,500 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any Limitation Year, such Participant will be subject to the following
restrictions for each future Limitation Year until the 1.0 limitation is
satisfied:
(i) the Participant's Accrued Benefit under the defined
benefit plan will not increase,
(ii) no annual additions may be credited to a
Participant's accounts, and
Exhibit D
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(iii) no Employee contributions (voluntary or mandatory)
will be made under any defined benefit plan or any defined contribution plan of
the Employer.
5.6 Incorporation By Reference: Notwithstanding anything contained in
this Section to the contrary, the limitations, adjustments and other
requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1 Vesting Rights: A Participant will acquire a vested and
nonforfeitable interest in his or her Accrued Benefit attributable to Employer
contributions in accordance with the following schedule, based upon Years of
Vesting Service with the Employer, provided that if a Participant is not already
fully vested, he or she will become so upon attaining Normal Retirement Age or
Early Retirement Age, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 5 .0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 10 .0%
10 or more 100%
</Table>
6.2 Top-Heavy Vesting: Notwithstanding the vesting provided for above,
for any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of any
Participant who has one (1) Hour of Service after the Plan becomes a Top-Heavy
Plan will be a percentage of the Participant's Accrued Benefit determined on the
basis of the Participant's number of Years of Vesting Service according to the
following schedule:
Exhibit D
17
<Page>
TOP-HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
Plan, the Administrator will revert to the vesting schedule in effect before
this Plan became a Top-Heavy Plan. Any such reversion will be treated as a Plan
amendment. The vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA complianc e date or when the
Plan is not a Top-Heavy Plan.
6.3 Service Computation Period:
For vesting purposes, Years of Vesting Service and Breaks in Service
will be measured by reference to the Employee's Employment Commencement Date or
Reemployment Commencement Date, as the case may be, and anniversaries thereof.
6.4 Service Credit: All Years of Vesting Service with the Employer or
an Affiliated Employer are counted to determine the nonforfeitable vested
percentage in such Employee's Employer-provided Accrued Benefit.
6.5 Vesting Break in Service: If any Participant is re-employed after
a Break in Service, Years of Vesting Service prior to the Break in Service will
be counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the post-break
Employer-provided Accrued Benefit only if either:
(a) such Participant has a nonforfeitable interest in the Accrued
Benefit attributable to Employer contributions at the time of separation from
service; or
(b) upon the Participant's return to service, the number of
consecutive Breaks in Service does not exceed the greater of (1) the number of
prior Years of Vesting Service (disregarding any Years of Vesting Service that
were excluded because of a previous Break in Service, or (2) five (5) years.
Exhibit D
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6.6. Vesting on Distribution Before Break in Service; Cash-outs: If a
Participant terminates employment and the value of the Participant's vested
Accrued Benefit derived from Employer contributions is not greater than $3,500,
the Participant will receive a distribution of the value of the entire vested
portion of such Accrued Benefit and the nonvested portion will be treated as a
forfeiture. For purposes of this Article, if the present value of an Employee's
vested Accrued Benefit is zero, the Employee shall be deemed to have received a
distribution of such vested Accrued Benefit.
6.7 Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with
the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's
vesting schedule or computation of a Participant's nonforfeitable percentage
shall apply to a Participant unless such Participant is credited with an Hour of
Service on or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No amendment
to the Plan will be effective to the extent that it has the effect of decreasing
a Participant's Accrued Benefit. Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted under
Section 412(c)(8) of the Code. For purposes of this Section, a Plan amendment
which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an
Exhibit D
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Accrued Benefit. Furthermore, if the vesting schedule of a Plan is amended, in
the case of an Employee who is a Participant as of the later of the date such
amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subject to divestiture for cause.
ARTICLE VII
PAYMENT OF BENEFITS
7.1 Notice: The Plan Administrator shall provide the Participant with
a notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution.
Such notice shall be given to the Participant in person or shall be
mailed to the Participant's current address as reflected in the Employer's
records.
7.2 Waiver of Thirty (30) Day Notice Period: Notwithstanding the
provisions of Section 7.1 above, if a distribution is one to which Code Sections
401(a)(11) and 417 do not apply, such distribution may commence less than thirty
(30) days after the notice required under Regulation Section 1.411(a)-11(c) is
given, provided that:
(a) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice, affirmatively
elects the distribution.
Exhibit D
20
<Page>
7.3 Automatic Form of Payment:
(a) General Rule: The automatic form of retirement benefit
payment hereunder for a Participant who does not die prior to his Annuity
Starting Date will be a Qualified Joint and Survivor Annuity for a Participant
who is married or a Straight Life Annuity for a Participant who is unmarried.
(b) Immediate Cash-out for De Minimis Benefits: If the value of
the Participant's vested Accrued Benefit derived from Employer and Employee
contributions (other than qualified voluntary contributions) does not exceed or
did not at the time of any prior distribution exceed $3,500, the Participant
will receive a single sum distribution in cash or property of the value of the
entire vested Accrued Benefit. For purposes of this Article, if the value of a
Participant's vested Accrued Benefit is zero, the Participant will be deemed to
have received a distribution of such vested Accrued Benefit.
7.4 Optional Forms of Benefit:
(a) If the value of a Participant's vested Accrued Benefit
derived from Employer and Employee contributions exceeds $3,500, the
Participant, or if the Participant is married, the Participant with the consent
of the Participant's Spouse, may elect not to receive his or her vested Accrued
Benefit in the automatic form of payment described above and may direct the
Trustees to distribute the Participant's vested Accrued Benefit in one or more
of the following modes of payment:
(1) Straight Life Annuity;
(2) Fifty percent (50%) Joint and Survivor Annuity;
(3) One Hundred percent (100%) Joint and Survivor Annuity;
(4) Single Life Annuity with ten years certain.
(b) Any election to receive Accrued Benefits prior to the earlier
of Normal Retirement Age or age sixty-two (62) or in a form other than the
Automatic Form of Benefit will be subject to the notice and consent requirements
of the Article herein entitled "Joint and Survivor Annuity Requirements".
(c) The terms of any annuity contract purchased and distributed
to a Participant shall comply with the requirements of the Plan. Any annuity
contract distributed herefrom shall be nontransferable.
Exhibit D
21
<Page>
7.5 Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended in
accordance with the rules set forth in the Section below captioned "Suspension
of Benefits", or as otherwise specifically set forth herein, the amount of any
form of benefit under the terms of this Plan will be the Actuarial Equivalent of
the Participant's Accrued Benefit in the Normal Form commencing at Normal
Retirement Age.
7.6 Distributions to Inactive Participants:
Distribution of benefits due to an Inactive Participant shall be made
upon the occurrence of an event which would result in the distribution had the
Participant remained in the employ of the Employer (upon the Participant's
death, or Early or Normal Retirement).
7.7 Payment Without Participant Consent:
(a) In the event that the Participant has terminated employment
and the Participant (and the Participant's Spouse, if applicable) neither
consents to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator may,
upon the Participant's termination of employment, distribute an annuity contract
to the Participant which provides that payments thereunder shall not commence
until a later date if such annuity contract satisfies the requirements of
Sections 401(a)(11) and 417 of the Code.
7.8. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any part
of the Accrued Benefit could be distributed to the Participant (or surviving
Spouse) before the Participant attains (or would have attained whether or not
deceased) the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued
Benefit derived from Employer and Employee contributions exceeds (or at the time
of any prior distribution exceeded) $3,500, and the Accrued Benefit is
immediately distributable, the Participant and his or her Spouse (or where
either the Participant or the Spouse has died, the survivor) must consent to any
distribution of such Accrued Benefit. The consent of the Participant and the
Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the
Exhibit D
22
<Page>
Participant and the Participant's Spouse of the right to defer any distribution
until the Participant's Accrued Benefit is not longer immediately distributable.
Such notification shall include a general description of the material features,
and an explanation of the relative value of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415.
7.9. Limitation of Benefits on Plan Termination: The restrictions of
paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a) 4-5(c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of each
Highly Compensated Participant and each former Highly Compensated Employee shall
be limited to a benefit which is nondiscriminatory within the meaning of Code
Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the
monthly payments made from the Plan to Highly Compensated Employees and to
former Highly Compensated Employees who are among the twenty-five most highly
paid Employees with the greatest Compensation in the current or any prior year,
shall be limited to an amount equal to the monthly payments that would be made
on behalf of the Employee under a Straight Life Annuity that is the Actuarial
Equivalent of the sum of the Employee's Accrued Benefit, the Employee's other
benefits under the Plan (other than a social security supplement, within the
meaning of Section 1.411(a)-7(c)(4)(ii) of the Regulations), and the amount the
Employee is entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however,
if
(1) after payment of benefits to an Employee described above,
the value of Plan assets equals or exceeds one hundred ten percent (110%) of the
value of current liabilities, as defined in Code Section 412(d)(7),
Exhibit D
23
<Page>
(2) the value of benefits provided under the Plan for an
Employee described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to any
Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall
include loans in excess of the amounts set forth in Code Section 72(p)(2)(A),
any periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in
full to the affected Employee if prior to receipt of the restricted amount the
Employee enters into a written agreement with the Plan Administrator to secure
repayment to the Plan of the restricted amount. The restricted amount is the
excess of the amounts distributed to the Employee (accumulated with reasonable
interest) over the amounts that could have been distributed to the Employee
under the Straight Life Annuity described in the Plan (accumulated with
reasonable interest). The Employee may secure repayment of the restricted amount
upon distribution by: (1) entering into an agreement for promptly depositing in
escrow with an acceptable depository property having a fair market value equal
to at least one hundred twenty-five percent (125%) of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least one hundred
percent (100%) of the restricted amount, or (3) posting a bond equal to at least
one hundred percent (100%) of the restricted amount. If the Employee elects to
post bond, the bond will be furnished by an insurance company, bonding company
or other surety for federal bonds.
The escrow arrangement may provide that an Employee may withdraw
amounts in excess of one hundred twenty-five percent (125%) of the restricted
amount. If the market value of the property in an escrow account falls below one
hundred ten percent (110%) of the remaining restricted amount, the Employee must
deposit additional property to bring the value of the property held by the
depositary up to one hundred twenty-five percent (125%) of the restricted
amount. The escrow arrangement may provide that Employee may have the right to
receive any income from the property placed in escrow, subject to the Employee's
obligation to deposit additional property, as set forth in the preceding
sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank
that the Employee (or the Employee's estate) is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow
Exhibit D
24
<Page>
agreement, and a surety or bank may release any liability on an Employee's bond
or letter of credit.
7.10. Early Plan Termination Restrictions: Notwithstanding any
provision in this Plan to the contrary, prior to the Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this
Section or his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000,
or (ii) an amount equal to 20% of the first $50,000 of the Participant's annual
Compensation multiplied by the number of years from the effective date of the
Plan to the earlier of (A) the date of termination of the Plan, or (B) the date
the benefit of the Participant becomes payable or (C) the date of a failure on
the part of the Employer to meet the full current costs of the Plan; or
(2) if a Participant is a "substantial owner" (as defined in
ERISA Section 4022(b)(5)(A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the
present value of the maximum benefit provided in ERISA Section 4022(b)(3)(B),
determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs thereof
have not been met at any time within ten (10) years after the effective date,
the benefits which any of the Participants described in this Section may receive
from the Employer's contribution shall not exceed the benefits set forth in
paragraph (a) above. If at the end of the first ten (10) years the full current
costs are not met, the restrictions will continue to apply until the full
current costs are funded for the first time.
(c) If a Participant described in this Section leaves the employ
of the Employer or withdraws from participation in the Plan when the full
current costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
Exhibit D
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(d) These conditions shall not restrict the full payment of any
survivor's benefits on behalf of a Participant who dies while in the Plan and
the full current costs have been met.
(e) These conditions shall not restrict the current payment of
full retirement benefits called for by the Plan for any retired Participant
while the Plan is in full effect and its full current costs have been met,
provided an agreement, adequately secured, guarantees the repayment of any part
of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant shall
have been suspended or limited in accordance with the limitations of Section
12.2(a), (b), and (c) below because the full current costs of the Plan shall not
then have been met, and if such full current costs shall thereafter be met, then
the full amount of the benefits payable to such Participant shall be resumed and
the parts of such benefits which have been suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c)
above, if on the termination of the Plan within the first ten (10) years after
the effective date, the funds, contracts, or other property under the Plan are
more than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section for such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by statute, or the
Treasury Department or the Internal Revenue Service should provide by regulation
or ruling, that the limitations provided for in this Article are no longer
necessary in order to meet the requirements for a qualified pension plan under
the Code as then in effect, the limitations in this Article shall become void
and shall no longer apply without the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to an Employee
subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least one hundred twenty-five percent (125%) of the amount which would be
repayable if the Plan had terminated on the date of distributions of such lump
sum. If the fair market value of the property falls below one hundred ten
percent (110%) of the amount which would then be
Exhibit D
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repayable if the Plan were then to terminate, the distributee shall deposit
additional property to bring the value of the property to one hundred
twenty-five percent (125%) of such amount.
In the event of the termination of partial termination of this Plan,
the rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.11. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which would have been suspended under the
preceding sentence as if the Employee had been receiving benefits since Normal
Retirement Age.
(b) Resumption of Payment. If benefit payments have been
suspended, payments shall resume no later than the first day of the third
calendar month after the calendar month in which the Employee ceases to be
employed in "service" as defined in ERISA Section 203(a)(3)(B). The initial
payment upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during the period
between the cessation of "service" under Section 203(a)(3)(B) or ERISA and the
resumption of payments.
(c) Notification. No payment shall be withheld by the Plan
pursuant to this Section unless the Plan Administration notifies the Employee by
personal delivery or first class mail during the first calendar month or payroll
period in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits. Requests for
such reviews may be considered in accordance with the claims procedure adopted
by the Plan pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a
Exhibit D
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Straight Life Annuity or a Qualified Joint and Survivor Annuity, an amount equal
to the portion of a monthly benefit payment derived from Employer contributions.
(2) Other Benefit Forms. In the case of a benefit payable in
a form other than the form described in Section (1) above, an amount equal to
the Employer - provided portion of benefit payments for a calendar month in
which the Employee is employed in ERISA Section 203(a)(3)(B) service, equal to
the lesser of
(i) The amount of benefits which would have been payable
to the Employee if he had been receiving monthly benefits under the Plan since
actual retirement based on a Straight Life Annuity commencing at actual
retirement age; or
(ii) The actual amount paid or scheduled to be paid to
the Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top Heavy Plan".
7.12. Restrictions on Commencement Of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of
benefits will begin no later than the 60th day after the later of the close of
the Plan Year in which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participation in the Plan; or
(3) the Participant terminates service with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant
and the Participant's Spouse, if any, to consent to a distribution while a
benefit is payable under the Article entitled "Plan Benefits", will be deemed to
election to defer commencement of payment of any benefit sufficient to satisfy
this paragraph.
7.13. Minimum Distribution Requirements: All distributions required
under this Article will be determined and made in accordance with the minimum
Exhibit D
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distribution requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a)(9)-2. Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiplies found in
Tables V and VI of Regulations Section 1.72 - 9.
(a) Required Beginning Date: The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70-1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70-1/2 before 1988 will be determined in accordance
with (i) or (ii) below:
(i) Non-5-percent owners: The required beginning date of
a Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70-1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 70-1/2 during 1988 and
who has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant
attains age 70-1/2, or
(B) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant becomes a 5-percent owner, or
the calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for
purposes of this paragraph if such Participant is a 5-percent owner as defined
in Code Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is a Top-Heavy Plan) at any time during the
Plan Year ending with or within the calendar year in which such owner attains
age 66-1/2 or at any subsequent Plan Year.
Exhibit D
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(4) Once distributions have begun to a 5-percent owner under
this paragraph, distributions must continue, even if the Participant ceases to
be a 5-percent owner in a subsequent year.
(b) Limits on Distribution Periods: As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof);
(1) the life of the Participant;
(2) the life of the Participant and a designated Beneficiary;
(3) a period certain not extending beyond the life expectancy
of the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning
Date:
(1) If a Participant's benefit is to be distributed over (i)
a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution selected must have assured that at least 50% of the Present Value
of the Accrued Benefit available for distribution was to be paid within the life
expectancy of the Participant.
(3) For calendar years beginning after 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, will not be less than the quotient obtained by dividing the
Participant's Accrued Benefit by the lesser of (i) the Applicable Life
Expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Proposed Regulations Section 1.401(a)(9)-2. Distributions after the death of
the Participant will be distributed using the Applicable Life Expectancy as the
relevant divisor without regard to Proposed Regulations Section 1.401(a)(9)-2.
Exhibit D
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(4) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar year in which
the Participant's required beginning date occurs, must be made on or before
December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be distributed
in the form of an annuity purchased from an insurance company, no such annuity
contract will be purchased unless the distributions thereunder will be made in
accordance with the requirements of Code Section 401(a)(9) and the Proposed
Regulations thereunder.
(6) For purposes of determining the amount of the required
distribution for the first distribution calendar year, the Accrued Benefit to be
used will be the Accrued Benefit as of the last Valuation Date in the calendar
year immediately preceding the first distribution calendar year. For all other
years, the Accrued Benefit will be determined as of the last Valuation Date
preceding such distribution calendar year.
For purposes of this paragraph, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.14. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and
subject to the requirements of the Article herein entitled "Joint and Survivor
Annuity Requirements", distribution on behalf of any Participant, including a
5-percent owner, will be made in accordance with all of the following
requirements (regardless of when such distribution commences):
(1) The distribution by the Trust Fund is one which would not
have disqualified the Trust Fund under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
Exhibit D
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(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as
of December 31, 1983; and
(5) The method of distribution designated by the Participant
or the Beneficiary specifies the time at which distributions will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the beneficiaries of the Participant
listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.
(c) For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Participant or the Beneficiary to
whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401(a)(9) and the Proposed Regulations
thereunder. If a designation is revoked subsequent to the date distributions are
required to begin, the Plan must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Code Section 401(a)(9) and the Proposed Regulations thereunder, but for
an election under the Tax Equity and Fiscal Responsibility Act ("TEFRA") Section
242(b)(2). For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit requirements
in Regulations Section 1.401(a)(9) - 2. Any changes in the designation will be
considered to be a revocation of the designation. However, the mere substitution
or addition of another beneficiary (one not named in the designation) under the
designation will not be considered to be a revocation of the designation so long
as such substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly (for
example, by altering the relevant measuring life). If an amount is transferred
or rolled over from one plan to another plan, the rules in Q&A 1-2 and Q&A 1-3
of Proposed Treasury Regulations 1.401(a)(9)-2 will apply.
Exhibit D
32
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7.15. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in the
Plan. Such designation will remain in force until revoked by the Participant by
filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning After Death: If the Participant dies
before distribution of benefits begins, distribution of the Participant's
Accrued Benefit will be completed by December 31 of the calendar year in which
occurs the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit is
payable to a designated Beneficiary, distributions may be made over the life of,
or over a period certain not greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 70-1/2.
If the Participant has not made an election pursuant to this paragraph
prior to death, the Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section, or
(2) December 31 of the calendar year in which occurs the fifth anniversary of
the Participant's death. If the Participant has no designated Beneficiary, or if
the designated Beneficiary does not elect a method of distribution, distribution
of the Participant's Accrued Benefit must be completed by December 31 of the
calendar year in which occurs the firth anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
Exhibit D
33
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For purposes of this Section, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving Spouse if
the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.16. Date Distribution Deemed to Begin: For purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.15 (c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to begin
is the date distribution actually commences.
7.17. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations Order ("QDRO") as
defined in ERISA and Code Section 414(p). Such distribution will be made only in
a form of benefit available under the Plan.
7.18. Payment to a Person Under a Legal Disability: If any benefit
under this Plan becomes payable to a person who is then incompetent or a minor,
the Plan Administrator may make such payment on behalf of such person to the
guardian or other legal representative of such person or to any individual who
has the custody or care of such person. Any payment made on behalf of any such
person as provided in this Section shall be binding on such person and shall be
in full discharge of any obligation of such payment to such person.
7.19. Unclaimed Benefits Procedure: The Plan does not require either
the Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with the Employer,
shall notify any Participant or Beneficiary that he or she is entitled to a
distribution under the Plan. If the Participant or Beneficiary fails to claim
benefits or make his or her whereabouts known in writing to the Employer within
twelve (12) months of the date of mailing of the notice, or before the
termination or discontinuance of the Plan, whichever should first occur, the
Employer shall treat the Participant's or Beneficiary's unclaimed Accrued
Benefit as a Forfeiture. If a Participant or Beneficiary who has incurred a
Forfeiture of his Accrued Benefit under the provisions of this Section makes a
claim at any time or his or her forfeited Accrued Benefit, the Employer shall
restore the Participant's or Beneficiary's forfeited Accrued Benefit within
sixty (60) days after the Plan Year in which the Participant or Beneficiary
makes the claim.
Exhibit D
34
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7.20. Direct Rollovers: This Section applies to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability Of Provisions: The provisions of this Article will
apply to any Participant who is credited with at least one Hour of Service with
the Employer on or after August 23, 1984 and such other Participants as provided
in this Article.
8.2. Payment Of Qualified Joint and Survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, within the 90-day period ending on the Annuity Starting Date, the vested
Accrued Benefit of a married Participant will be paid in the form of a Qualified
Joint and Survivor Annuity. Any other Participant's vested Accrued Benefit will
be paid in the form of a Straight Life Annuity.
8.3. Payment of Qualified Pre-Retirement Survivor Annuity: If a
Participant dies before the Annuity Starting Date, the Participant's vested
Accrued Benefit will be paid to the surviving Spouse in the form of a Qualified
Pre-Retirement Survivor Annuity if the Participant has been married to the same
Spouse for at least 12-consecutive months. The surviving Spouse may elect to
start benefits on any first day of the month on or after the Earliest Retirement
Date benefits could have been paid to the Participant is he had ceased to be an
Employee on the date of his death and survived to retire. If the Spouse dies
before the Qualified Pre-Retirement Survivor Annuity starts, no death benefit
will be payable from the Participant's Accrued Benefit.
8.4. Notice Requirements for Qualified Joint and Survivor Annuity: In
the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no less than thirty (30) days and no more than ninety (90) days prior to
the Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a Participant's Spouse; and
Exhibit D
35
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(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
For purposes of this Section, the Annuity Starting Date will mean the
first day of the first period for which an amount is paid as an annuity, whether
by reason of retirement or disability.
8.5. Notice Retirements For Qualified Pre-Retirement Survivor Annuity:
In the case of a Qualified Pre-Retirement Survivor Annuity, the Plan
Administrator will provide each Participant within the applicable period for
such Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity in such terms and in such manner as would be comparable to the
explanation provided for meeting the requirements of the above Section
applicable to a Qualified Joint and Survivor Annuity. The applicable period for
a Participant is whichever of the following periods ends last:
(a) the period beginning with the first day of the Plan Year in
which the Participant attains age thirty-two (32) and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35);
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to
apply to the Participant;
(d) a reasonable period ending after this Article first applies
to the Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (b), (c) and (d) is the end of
the two (2) year period beginning one (1) year prior to the date the applicable
event occurs, and ending one (1) year after that date. In the case of a
Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice will be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation from service. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be
re-determined.
Exhibit D
36
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The requirements of this subsection and the following subsection of
this Article regarding elections and waivers shall not apply with respect to the
Qualified Pre-Retirement Survivor Annuity because such benefit may not be waived
(or another beneficiary selected) and because the plan fully subsidizes the cost
of such benefit.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity. Any waiver of a Qualified Joint and
Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing to the election;
(b) the election designates a specific Beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
(c) the election designates a form of benefit payment which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election;
and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be located, a waiver which
complies with paragraph 5(b) and (c) above will be deemed a qualified election.
Any consent by a Spouse obtained under this provision (or establishment that the
consent of a Spouse can not be obtained) will be effective only with respect to
such Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse acknowledges that the Spouse has
the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations will not be limited. No
consent obtained under this provision will be valid unless the Participant has
received notice as provided in the paragraphs below.
8.7. Election Period: Not applicable.
8.8. Pre-age Thirty-five (35) Waiver: Not applicable.
Exhibit D
37
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8.9. Transitional Joint and Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after January 1, 1976 and if such Participant had at least
ten (10) Years of Service for vesting purposes when the Participant separated
from service.
(b) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in (a)
and (b) above) must be afforded to the appropriate Participants during the
period commencing on August 23, 1984 and ending on the date benefits would
otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to subparagraph (b)
and any Participant who does not elect under subparagraph (a) or who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Service for vesting purposes on separation from service,
will have his or her Accrued Benefit distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a life
annuity.
(1) Automatic Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
(ii) dies on or after Normal Retirement Age while still
working for the Employer;
(iii) begins to receive payments under the Plan on or
after the Qualified Early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before
Exhibit D
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beginning to receive such benefits, such benefits will be paid in the form of a
Qualified Joint and Survivor Annuity, unless the Participant has elected
otherwise during the election period. The election period must begin at least
six (6) months before the Participant attains Qualified Early Retirement Age and
end not more than ninety (90) days before the commencement of benefits. Any
election hereunder must be in writing and may be changed by the Participant at
any time.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Early Retirement Age will be given the opportunity
to elect, during the election period, to have an early survivor annuity payable
on death. If the Participant elects the early survivor annuity, payments under
such annuity must not be less than the payments which would have been made to
the Spouse under the Qualified Joint and Survivor Annuity if the Participant had
retired on the day before his or her death. Any election under this provision
will be in writing and may be changed by the Participant at any time. The
election period begins on the later of:
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
(ii) the date on which participation begins, and end on
the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of:
(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
(ii) the first day of the 120th month beginning before
the Participant reaches Normal Retirement Age, or
(iii) the date the Participant beings participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 414(p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which state the requirements for such Order, the procedures for review of
Exhibit D
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such Order and all other provisions required for such Order to be determined to
be a QDRO.
(a) An Order shall specifically state all of the following in
order to be deemed a QDRO:
(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QDRO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee, or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan
to provide:
(1) any type of form of benefit, or any option not already
provided for in the Plan;
(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions, or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Upon receipt of an Order which may or may not be "Qualified",
the Plan Administrator shall promptly notify the Participant and any alternate
payee(s) named in the Order of such receipt. The Plan Administrator may then
forward the Order of such Plan's legal counsel for an opinion as to whether or
not the Order is in fact "Qualified" as defined in Code Section 414(p). Within a
reasonable time after receipt of the Order, not to exceed 60 days, the Plan's
legal counsel shall make a
Exhibit D
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determination as to its "Qualified" status and the Participant and any alternate
payee(s) shall be promptly notified in writing of the determination.
(d) If the "Qualified" status of the Order is in question, there
will be a delay in any payout to an payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall segregate the
amount that would have been payable to the alternate payee(s) if the Order had
been deemed a QDRO. If the Order is not Qualified, or the status is not resolved
(for example, it has been sent back to the Court for clarification or
modification) within 18 months beginning with the date the first payment would
have to be made under the Order, the Plan Administrator shall pay the segregated
amounts plus interest to the person(s) who would have been entitled to the
benefits had there been no Order. If a determination as to the Qualified status
of the Order is made after the 18-month period described above, then the Order
shall only be applied on a prospective basis. If the Order is determined to be a
QDRO, the Participant and alternate payee(s) shall again be notified promptly
after such determination. Once an Order is deemed a QDRO, the Plan Administrator
shall pay to the alternate payee(s) all the amounts due under the QDRO,
including segregated amounts plus interest which may have accrued during a
dispute as to the Order's qualification.
(e) The Earliest Retirement Age with regard to the Participant
against whom the Order is entered shall be the date the Participant would
otherwise first be eligible for benefits under the Plan.
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfer from Other Qualified Plans; Direct Rollovers: Transfers
and Direct Rollovers from other qualified plans are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class: Any Employee who is transferred
to employment with an Affiliated Employer and is no longer in the Eligible
Class, shall receive credit for such employment with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer while not in the Eligible Class, shall
not be recognized or credited for purposes of determining Years of Accrual
Service hereunder.
Exhibit D
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(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Benefit Formula: A transferred Employee's benefits hereunder
shall based on the benefit rate in effect and applicable to persons terminating
employment on the last day such Employee was in the Eligible Class.
11.2. Transfer From Salaried Employment. Any Employee who transfers
from salaried employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Accrual Service hereunder, provided there shall
be no duplication of benefits under this Plan and any another plan based on the
same period of service, and no more than one year shall be credited for benefit
computation purposes under this and other plans of the Employer.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
11.3. Transfer from Hourly Employment. Any Employee who transfers from
hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall not be recognized or credited for
purposes of determining Years of Accrual Services hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
Exhibit D
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(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspend or terminate the Plan at any
time. However, no such action shall alter the Plan or its operation, in respect
to employees who are represented under a collective bargaining agreement in
contravention of the provision of any such agreement pertaining to pension
benefits as long as such agreement is in effect; no amendment will authorize or
permit any part of the Trust Fund (other than any part that is required to pay
taxes and administration expenses) to be used for or diverted to purposes other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates; no amendment will cause any reduction in the Accrued Benefit of any
Participant or cause or permit any portion of the Trust Fund to revert to or
become the property of the Employer; except to the extent such amendment is
required to qualify or maintain the qualification of the Plan or to deduct or
maintain the deductibility of contributions made to the Plan under the
applicable sections of the Code. Any amendment will become effective as provided
therein upon its execution.
For the purposes of this paragraph, an amendment to
the Plan which has the effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to
any Participant prior to the amendment
will be treated as reducing the Accrued Benefit of a Participant, except that an
amendment described in clause (b) (other than an amendment having an effect
described in clause (a)) will not be treated as reducing the Accrued Benefit of
a Participant to the extent so provided in Regulations under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
Exhibit D
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12.2 Termination:
(a) The Employer, acting by its Board of Directors, shall have
the right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4041 for a Standard Termination or a
Distress Termination. Upon any termination (full or partial), all amounts shall
be allocated in accordance with the provisions hereof and the Accrued Benefit,
to the extent funded as of such date, of each affected Participant shall become
fully vested and shall not thereafter be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the Trustee
and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the
Participants, in cash or in kind, in a manner consistent with the requirements
of the Plan;
(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
(4) transfer of the assets of the Plan to another qualified
plan, provided that the trust to which the assets are transferred permits the
transfer to be made and, in the opinion of legal counsel for the Employer, the
transfer will not jeopardize the tax-exempt status of the Plan or create adverse
tax consequences for the Employer. The amounts transferred will be fully vested
at all times and will not be subject to forfeiture for any reason.
Upon finding that it is not practicable or desirable under
the circumstances to do any of the foregoing, the Employer may provide for some
allocation of a part of all of the assets of the Trust other than the
continuance of a Trust Fund or the purchase of insurance annuity contracts with
respect any or all of the groups of Employer, retired and vested terminated
employer; provided, further that no charge shall be effected in the order of
preceding and basis for allocation specified in ERISA Section 4044.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a) (21)) of the Employer's
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intention to terminate the Plan and the proposed date of termination. Such
termination notice must be provided at least sixty (60) days prior to the
proposed termination date. However, in the case of a standard termination, it
shall not be necessary to provide such notice to the Pension Benefit Guaranty
Corporation (PBGC). As soon as practicable after the termination notice is
given, the Plan Administrator shall provide a follow-up notice to the PBGC
setting forth the following:
(i) a certification of an enrolled actuary of the
projected amount of the assets of the Plan as of the proposed date of final
distribution of assets, the actuarial present value of the "benefit liabilities"
(as defined in ERISA Section 4001(a) (16)) under the Plan as of the proposed
termination date, and confirmation that the Plan is projected to be sufficient
for such "benefit liabilities" as of the proposed date of final distribution;
(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the follow-up notice is
sent to the PBGC, the Plan Administrator shall provide all participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the time
the final distribution of assets occurs, the Plan is sufficient to meet all
"benefit liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
Exhibit D
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(i) a certification of an enrolled actuary of the amount,
as of the proposed termination date, of the current value of the assets of the
Plan, the actuarial present value (as of such date) of the "benefit liabilities"
under the Plan, whether the Plan is sufficient for "benefit liabilities" as of
such date, the actuarial present value (as of such date) of benefits under the
Plan guaranteed under ERISA Section 4022, and whether the Plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date;
(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(iii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such termination is necessary to enable the
Employer to pay its debts pursuant to a plan of reorganization.
Exhibit D
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(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by the PBGC
that the Plan is sufficient for "benefit liabilities" or for "guaranteed
benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044 (a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase or irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation, such
balance, if any, shall be returned to the Employer. In the case of a "distress
termination" in which the PBGC is unable to determine that the Plan is
sufficient for guaranteed benefits, the assets of the Plan shall only be
distributed in accordance with proceedings instituted by the PBGC.
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust Fund for
the Plan may be merged or consolidated with, or its assets and/or liabilities
may be transferred to, any other plan and trust. In the event of a merger,
consolidation or transfer, each Participant must receive a benefit immediately
after the merger, consolidation or transfer (as if the Plan had then been
terminated) which is at least equal to the benefit each Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation. Such transfer, merger or consolidation may not otherwise result
in the elimination or reduction of any benefit protected under the Code Section
411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to
the contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
Exhibit D
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13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
(b) The Trustee may, but will not be required to commingle, hold
and invest as one Trust Fund all contributions made by Participating Employers,
as well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of employment
will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the Employer
or borne by the Trust Fund will be paid by each Participating Employer in the
same proportion that the total amount standing to the credit of all Participants
employed by such employer bears to the total amount standing to the credit of
all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be deemed
to be a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for purposes of this Plan,
each Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions made by
a Participating Employer, as provided for in this Plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the
Exhibit D
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exclusive benefit of the Employees of such Participating Employer and the
Beneficiaries of such Employees, subject to all the terms and conditions of this
Plan. On the basis of the information furnished by the Plan Administrator, the
Trustee will keep separate books and records concerning the affairs of each
Participating Employer hereunder and as to the accounts and credits of the
Employees of each Participating Employer. The Trustee may, but need not,
register contracts so as to evidence that a particular Participating Employer is
the interested Employer hereunder, but in the event of an Employee transfer from
one Participating Employer to another, the employing Employer will immediately
notify the Trustee hereof.
13.6. Discontinuance of Participation: Any Participating Employer will
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed will be delivered to the Trustee. The Trustee
will thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the Employees of said
Participating Employer. In no such event will any part of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees for such Participating
Employer.
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administration and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator or Trustee at any time and in its sole discretion appoint
a successor whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit Of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administer the Plan in accordance with the terms of the
Plan and
Exhibit D
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will have full power and authority to construe and resolve all questions arising
in connection with the administrative, interpretation, and application of the
Plan. Any determination by the Plan Administrator will be final and binding upon
all persons, and unless it can be shown to be arbitrary and capricious will not
be subject to "de novo" review. The Plan Administrator may establish procedures,
correct any defect, supply any information, or reconcile any inconsistency in
any manner and to any extent as it deems necessary to carry out the purpose of
the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction be nondiscriminatory and based upon principles
consistent with the intent of the Plan to continue to be deemed a qualified plan
under the terms of Code Section 401(a). The Plan Administrator will have all
powers necessary or appropriate to accomplish its duties under this Plan.
14.3. Trust Agreement:
(a) The Employer shall execute a Trust Agreement with a Trustee
or Trustees chosen by the Employer to hold and manage the assets of the Trust
Fund, and to receive, hold and disburse contributions, interest and other income
for the purpose of paying the pensions under the Plan and the expenses incident
to the operation and maintenance of the Plan. From time to time, one or more
investment managers may be appointed by the Employer to manage assets of the
Trust Fund, which investment managers shall be solely responsible for investing,
reinvesting and managing the assets of the Trust Fund. A Trustee may also be an
investment manager and in the absence of any separate agreement with an
investment manager, the Trustee shall be the investment manager.
Each trustee and investment manager so appointed shall
acknowledge that it is a fiduciary within the meaning of ERISA, and shall be
either (i) an investment advisor registered under the Investment Advisors Act of
1940, (ii) a bank as defined under the Investment Advisors Act of 1940, or (iii)
an insurance company qualified to manage, acquire or dispose of assets under the
laws of more than one state.
(b) the Employer shall determine the form and terms of any Trust
Agreement or investment management agreement, which may authorize the inclusion
of obligations and stock of the Employer and its subsidiaries and affiliates
among the investments of the Trust Fund (subject to the provisions of any
applicable law), and which may authorize the pooling of the Trust Fund for
investment purposes with other Internal Revenue Service qualified pension funds
of the Employer and its subsidiaries and affiliates. The Employer may modify
such Trust Agreement or investment management agreement from time to time, or
terminate them pursuant to the terms thereof. In case of a conflict between the
Plan and the Trust Agreement, the provisions of the Trust Agreement shall be
deemed controlling.
14.4. Delegation of Powers: The Plan Administration may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties.
Exhibit D
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The Plan Administrator may delegate to such assistants and representatives any
powers and duties, both ministerial and discretionary, as it deems expedient or
appropriate.
14.5. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan.
14.6. Records and Reports: The Plan Administrator will keep a record
of all actions taken. In addition, it will keep all other books, records, and
other data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.7. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administration may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.8. Majority Actions: Except where there has been an allocation and
delegation of administrative authority, or where specifically expressed herein
to the contrary, if there shall be more than one Plan Administrator, they shall
act by a majority of their number, but may authorize one or more of them to sign
any documents on their behalf.
14.9. Expenses: All expenses and costs of administering the Plan may
be paid out of the Trust Fund unless actually paid by the Employer. Expenses
will include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust Fund as a reimbursement
will not be considered an Employer contribution.
14.10. Discretionary Acts: Any discretionary actions of the Plan
Administrator or the Board with respect to the administration of the Plan shall
be made in a manner which does not discriminate in favor of stockholders,
officers and Highly Compensated Employees.
14.11. Responsibility of Fiduciaries: The Plan Administrator, the
members of the Board, and their assistants and representatives shall be free
from all
Exhibit D
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liability for their acts and conduct in the administration of the Plan except
for acts of willful misconduct; provided, however, that the foregoing shall not
relieve any of them from any liability for any responsibility, obligation or
duty they may have pursuant to ERISA or the Code.
14.12. Indemnity by Employer: In the event of and to the extent not
insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer shall indemnify and hold harmless, to
the extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and representatives from any and all claims, demands, suits or
proceedings which may in connection with the Plan or Trust Agreement be brought
by the Employer's Employees, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.13. Claims Procedure: Claims for benefits under the Plan shall be
filed with the Board. Written notice of the disposition of a claim will be
furnished to the claimant within ninety (90) days after the application is
filed. In addition, in the event the claim is denied, the Board shall:
(a) state the specific reason or reasons for the denial;
(b) provide specific reference to pertinent Plan provisions on
which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant of his representative to perfect the
claim and an explanation of why such material or information is necessary, and
(d) explain the Plan's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Board will be
entitled to request the Board to give further consideration to the claim by
filing with the Board a request for a hearing. The request, together with a
written statement of the reasons why the claimant believes the clam should be
allowed, must be filed with the Board within sixty (60) days after the claimant
receives written notification from the Board regarding the denial of the
claimant's claim. The Board will conduct a hearing within the next sixty (60)
days, at which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Board) the claimant or his or her representative will have an
opportunity to review all
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documents in the possession of the Board which are pertinent to the claim at
issue and its disallowance. Either the claimant or the Board may cause a court
reporter to attend the hearing and record the proceedings, in which event a
complete written transcript of the proceedings will be furnished to both parties
by the court reporter. The full expense of the court reporter and transcripts
will be borne by the party causing the court reporter to attend the hearing. A
final decision as to the allowance of the claim will be made by the Board within
sixty (60) days of the hearing (unless there has been an extension of time due
to special circumstances, provided the delay and the special circumstances
occasioning it are communicated to the claimant within the sixty (60) day
period). The final decision will be written and will include specific reasons
for the decision and specific references to the pertinent Plan provisions on
which the decision is based. There shall be no appeal hereunder from such final
decision of the Board, which shall be final and binding upon the Union, each
Employee involved, and the Employer.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Plan Administrator, be paid from the Trust Fund or by the Employer.
15.2. Action by the Employer: Whenever the Employer under the terms of
the Plan is permitted or required to do or perform any act or matter of thing,
it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract of employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the
service of the Employer,
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(b) to interfere with the right of the Employer to discharge any
Participant at any time,
(c) to give the Employer the right to require any Employee to
remain in its employ, or
(d) to affect any Employee's right to terminate employment at any
time.
15.4. Alienation: Subject to the exceptions provided below, no benefit
payable out of the Trust Fund to any person (including a Participant or the
Participant's Beneficiary) is to be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to anticipate, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge will
be void. Further, no such benefit shall in any manner be liable for, or subject
to, the debts, contracts, liabilities, engagements, or torts of any such person,
nor shall it be subject to attachment or legal process for or against such
person. This provision will not apply to the extent a Participant or Beneficiary
is indebted to the Plan, for any reason, under any provision of the Plan.
This provision will not apply to the extent of a "Qualified Domestic
Relations Order" defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Plan Administrator under the
provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This Plan will be construed and enforced
according to ERISA and, the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan, and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and the corresponding provisions of any
subsequent laws, and the provisions of the Plan shall be construed to effectuate
such intention.
15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding is
brought regarding the Plan or Trust for the Plan established hereunder to which
the Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is
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resolved in favor of the Trustee or Plan Administrator, they will be entitled to
reimbursement from the Trust Fund for any and all costs, attorneys' fees, and
other expenses pertaining thereto incurred by them for which they will have
become liable.
15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided
below and otherwise specifically permitted herein or by law, it shall be
impossible by operation of the Plan by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by any other means,
for any part of the corpus or income of any fund maintained pursuant to the Plan
or any funds contributed thereto to be used for, or diverted to, purposes other
than the exclusive benefit of former or current Participants, retired
Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination from
the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Notwithstanding any provisions of the Plan to the contrary,
all contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee must return the contribution within one year following the
disallowance. Earnings of the Plan attributable to the contribution for which
such deduction is disallowed may not be
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returned to the Employer, but any losses attributable thereto must reduce the
amount so returned.
15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make payments provided by any contract, or for the action of any
person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective Clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant,
a Participant's legal representative or Beneficiary, or to any guardian
appointed for the Participant or Beneficiary will, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
ARTICLE XVI
DEFINITIONS
For purposes of the Plan, the following words and phrases will have
the following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to Section 4.1 hereof accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan."
16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under
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the Article herein entitled "Plan Benefits" accomplished by applying the
actuarial assumptions set forth in Schedule A attached hereto and made a part
hereof.
16.3. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).
16.4. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of
the following, which are required to be aggregated:
(1) all the plans of the Employer in which a Key Employee is
a Participant during the Plan Year containing the Determination Date or any of
the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all
plans in the Required Aggregation Group in which the Determination Dates fall
within the same calendar year will be considered Top-Heavy Plans. If the
Required Aggregation is not a Top-Heavy Group, no plan in the Required
Aggregation Group will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of plans consisting
of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy
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Plans. If the Permissive Aggregation Group is not a Top-Heavy Group, then no
plan in the Permissive Aggregation Group will be considered a Top-Heavy Plan.
(c) Any termination plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.5. Anniversary Date: The first day of the Plan Year.
16.6. Annual Benefit: The benefit payable annually under the terms of
the Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefit under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity.
16.7. Annuity: A single premium annuity contract or an annuity under a
group annuity contact purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.8. Annuity Starting Date: The first day of the first period for
which an amount is paid as an annuity or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have occurred that
entitles the Participant to such benefit. In the case of a deferred annuity, the
Annuity Starting Date shall be the date on which the annuity payments are
scheduled to commence.
16.9. Authorized Absence: A period of absence from employment
authorized by the Employer's uniform leave policy, whether or not the Employee
receives compensation for such period of absence.
16.10. Beneficiary:
(a) The last person or persons designated by the Participant to
receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) Subject to the terms of any life insurance policy, any
designated Beneficiary may be changed from time to time. To change a Beneficiary
in a policy the Participant must inform the Plan Administrator and the Trustee
in writing. The Trustee must take immediate steps to complete the change with
the insurer but will not be liable for any delay in making the change, unless
caused by its gross negligence.
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No change of Beneficiary will be binding upon the insurer until forms properly
executed by the Trustee have been filed with and acknowledged by the insurer at
its home office.
(c) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(d) No spousal consent to a Beneficiary designation is required
if
(1) The Participant's Spouse has waived the right to be the
Participant's Beneficiary and such waiver is in accordance with the last
sentence of paragraph (c) above;
(2) it is established to the satisfaction of the Plan
Administrator that
(i) the Participant has no Spouse, or
(ii) the Participant's Spouse cannot be located;
(3) no spousal consent is required in accordance with
applicable Treasury or Department of Labor Requirements.
In such event, the designation of a Beneficiary shall be made
on a form satisfactory to the Plan Administrator. A Participant may at any time
revoke his Beneficiary by filing written notice of such revocation or change
with the Plan Administrator. However, the Participant's Spouse must again
consent in writing to any change in Beneficiary unless the original consent
acknowledged that the Spouse had the right to limit consent only to a specific
Beneficiary and that the Spouse voluntarily elected to relinquish such right. In
the event no valid designation of Beneficiary exists at the time of the
Participant's death, the death benefit shall be payable to the Participant's
estate.
16.11. Break in Service: A Period of Severance of at least twelve (12)
consecutive months.
In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of
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the first date of such absence will not constitute a Break in Service. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence:
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
If the Employer is a member of an affiliated service group (under Code
Section 414(m)), a controlled group of corporations (under Code Section 414(b)),
or a group of trades or businesses under common control (under Code Section
414(c)) or any other entity required to be aggregated with the Employer pursuant
to Code Section 414(o) and the regulations thereunder, service will be credited
for any employment for any period of time for any other member of such group.
Service will also be credited for any individual required under Code Section
414(n) or 414(o) and the Regulations thereunder to be considered an Employee of
any employer aggregated under Code Section 414(b), (c) or (m).
16.12. Code: The Internal Revenue Code of 1966, including any
amendments thereto.
16.13. Compensation: The total earnings paid to an Employee while in
the Eligible Class including overtime, commissions, bonuses, and any other extra
taxable remuneration earned by a Participant from the Employer during the
Limitation Year, which is required to be reported as wages on the Participant's
Form W-2 for income tax purposes.
Compensation shall also include any amount which is contributed by the
Employer pursuant to a salary reduction agreement under Code Section 401(k),
Section 402(e)(3) and Section 402(h), a simplified employee pension plan under
Code Section 408(k), a cafeteria plan under Code Section 125 or a tax-deferred
annuity under Code Section 403(b).
For years beginning after December 31, 1988, the Compensation of each
Participant which may be taken into account for determining all benefits
provided under the Plan for any Plan Year will not exceed $200,000, as adjusted
under Code Section 415(d) of the Code, except that the dollar increase in effect
on January 1 of any calendar year is effective for years beginning on such
calendar year and the first adjustment to the $200,000 limitation is effective
on January 1, 1990.
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Notwithstanding the foregoing, for Plan Years beginning after
December 31, 1993, the Compensation of each Participant which may be taken into
account under the Plan will not exceed $150,000, except as adjusted as follows.
For any Plan Year beginning after December 31, 1994, such $150,000 annual
compensation limit shall be adjusted as provided under Code Section 415(d),
except that such adjustments shall only be made in increments of $10,000,
rounded down to the next lowest multiple of $10,000. Notwithstanding the
foregoing, if the Plan is maintained pursuant to one or more collective
bargaining agreements ratified before August 10, 1993, the above provision
limiting Compensation to $150,000 shall not apply to contributions made or
benefits accrued pursuant to such collective bargaining agreements for Plan
Years beginning before the earlier of:
(1) January 1, 1987, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such collective bargaining
agreements terminates, without regard to any extension,
amendment, or modification made on or after August 10, 1993.
If the period for determining compensation used in calculating an
Employee's allocation for determination period is a short plan year (i.e.
shorter than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year, and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of section 414(q)(6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted, applicable compensation limit is
exceeded, then (except for purposes of determining the portion of compensation
up to the integration level if this plan provides for permitted disparity), the
limitation shall be prorated among the affected individuals in proportion to
each such individual's compensation as determined under this Section prior to
the application of this limitation or, the limitation shall be adjusted in
accordance with any other method permitted by Regulation.
If compensation for any prior determining period is taken into account
in determining an Employee's benefit for the current determination period, the
compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. Thus, increases in the annual
compensation limit apply only to
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compensation taken into account for the Plan Year in which the increase is
effective. In addition, if compensation for any Plan Year beginning prior to
January 1, 1994 is used for determining benefit accruals in a Plan Year
beginning on or after January 1, 1994, then the accrual compensation limit for
that prior year is the annual compensation limit in effect for the first Plan
Year beginning on or after January 1, 1994 (generally $150,000). For this
purpose, for years beginning before January 1, 1990, the applicable annual
compensation limit is $200,000.
For purposes of applying the limitations of Code Section 415, "Code
Section 415 Compensation" will include the Participant's wages, salaries, fees
for professional service and other amounts for personal services actually
rendered in the course of employment with an Employer maintaining the Plan
(including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses and, in the case of a Participant who is an Employee
within the meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Participant's Earned Income (as described in Code Section 401(c)(2) and the
Regulations thereunder)) paid during the 401(c)(2) and the Regulations
thereunder)) paid during the limitation Year. "415 Compensation" will exclude:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year
in which contributed, or Employer contributions under a simplified employee
pension plan to the extent such contributions are deductible by the Employee,
or any distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludable from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415, "415
Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
16.14. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
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16.15. Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the
last day of that Plan Year.
16.16. Direct Rollover: A direct rollover is a payment by the Plan to
an Eligible Retirement Plan specified by the Distributee.
16.17. Disability: An Employee shall be deemed to be totally and
permanently disabled when, on the basis of satisfactory medical evidence
satisfactory to the Employer, it is found:
(a) during the first eighteen (18) consecutive months of
disability, the Employee's disability is such that he is unable to perform any
and every duty pertaining to this regular occupation, and he in fact does not
engage in any occupation for wage or profit; and
(b) after such eighteen-month period, the Employee's disability
is such that he is completely prevented from performing any and every duty
pertaining to any gainful occupation for which he is or may become reasonably
fit by virtue of education, experience and training;
(c) PROVIDED, HOWEVER, that the term "disability" as used in this
Section shall - not include any disability incurred as a result of:
(1) injury or sickness for which the Employee is not treated
by a fully qualified physician;
(2) pregnancy, childbirth or miscarriage;
(3) commission or attempted commission of a felony by the
Employee or engagement in any illegal occupation;
(4) intentionally self-inflicted injury, while sane or
insane;
(5) an injury or sickness due to war or any act of war or
intentional armed conflict involving the armed forces of an international
authority;
(6) any pre-existing condition such as a sickness or injury
for which the Employee received medical care, treatment or services or took
drugs or medicines prescribed by a physician during the Employee's first three
months of employment, but the exclusion for disability resulting from a
pre-existing condition shall cease to apply after the Employee has completed
twelve months of employment
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(subsequent to the first three months of employment) without absence from work
due to such condition; or
(7) any period in excess of two years and six months for
disability due to neurosis, psychoneurosis, psychopathy, psychosis or mental or
emotional disease or disorder of any kind unless the Employee is confined to a
hospital or other institution qualified to provide care and treatment incident
to such disability, except that if the Employee is so confined for at least
fourteen (14) consecutive days during such subsequent period, total disability
will be deemed to have confined for a maximum of ninety (90) days after such
confinement is terminated.
16.18. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of the Spouse or former
Spouse.
16.19. Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
16.20. Early Retirement Age: The age at which a Participant shall have
(a) attained age sixty (60) and completed ten (10) Years of Service.
16.21. Early Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Early Retirement Age on
which the Participant elects to begin receiving his retirement benefits
hereunder.
16.22. Eligible Class: Hourly Employees in a participating division or
location of Times Fiber Communications, Inc. (Chatham, Virginia, Phoenix,
Arizona and Liberty, North Carolina).
16.23. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan in only an individual retirement account or individual
retirement annuity.
16.24. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the
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Distributee and the Distributee's designated Beneficiary, or for a specified
period of ten (10) years or more; any distribution to the extent such
distribution is required under Section 401(a)(9) of the Internal Revenue Code;
and the portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities).
16.25. Employee: Any person in the employ of the Employer or of any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, excluding any person who is an independent
contractor.
The term Employee will also include any Leased Employee deemed to be
an Employee of any employer described in the previous paragraphs as provided in
Section 414(n) or (o) of the Code.
16.26. Employer: Amphenol Corporation, any successor which maintains
this Plan and any predecessor which has maintained this Plan, including Chatham
Cable Company, with respect to any period of time prior to May 9, 1977, and
Chatham Cable Company, a division of Times Fiber Communications, Inc., with
respect to any period on or after May 9, 1977.
16.27. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.28. ERISA: The Employee Retirement Income Act of 1974, as it may
from time to time be amended or supplemented.
16.29. Family Member: The Employee's Spouse, any of the Employee's
lineal descendents and ascendants and the spouses of the Employee's lineal
descendants and ascendants, all as described in Code Section 414(q)(6)(B).
16.30 Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.31 Forfeiture: That portion of a Participant's Accrued Benefit that
is not vested, and occurs on the earlier of:
(a) the distribution of the entire vested portion of a
Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
Exhibit D
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Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.32. Highly Compensated Employee: An Employee who, on the snapshot
day:
(a) is a five percent (5%) owner (as defined in the definition of
"Key Employee");
(b) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(B) (as adjusted pursuant to Section
415(d) of the Code);
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day that
are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year greater than or
equal to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
Exhibit D
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(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.33. Highly Compensated Participant: A Highly Compensated Employee
who has satisfied the eligibility requirements and is participating in the Plan.
16.34. Hour of Service: An hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Employer.
16.35. Inactive Participant: A former active Participant in the
Eligible Class who has an Accrued Benefit.
16.36. Key Employee: An Employee who, at any time during the Plan Year
or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Code for any Plan Year;
(b) one of the ten (10) Employees having Compensation from the
Employer of more than the limitation in effect under Section 415(c)(1)(A) of the
Code and owning (or considered as owning within the meaning of Code Section 318)
the largest interests in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent (5%)
owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer, or in the case of an unincorporated
business, any person who owns more than five percent (5%) of the capital or
profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having Compensation
from the Employer of more than $150,000. "One percent (1%) owner" means any
person who owns (or is considered as owning within the meaning of Code Section
318) more than one percent (1%) of the outstanding stock of the Employer or
stock possessing more than one percent (1%) of the total combined voting power
of all
Exhibit D
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Stock of the Employer, or in the case of an unincorporated business, any person
who owns more than one percent (1%) of the capital or profits interest in the
Employer.
For purposes of paragraph (a), no more than the lesser of (i) fifty
Employees, or (ii) the greater of ten percent (10%) of the Employees or three
Employees will be treated as officers. For purposes of paragraph (b), if two
Employees have the same interest in the Employer, the Employee having greater
Compensation from the Employer will be treated as having a larger interest. Such
term will not include any officer or Employee of an entity referred to in
Section 414(d) of the Code (relating to governmental plans). For purposes of
determining the number of officers taken into account under paragraph (a),
Employees described in Section 414(q)(8) of the Code will be excluded.
16.37. Late Retirement Date: The first day of the month selected by a
Participant for commencement of retirement benefits which follows a
Participant's Normal Retirement Date and is no later than the first day of the
month coinciding with (immediately following, if none coincides with) the date
the Participant ceases to be an Employee.
16.38. Leased Employee: Any person (other than an Employee of the
Employer) who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed for the Employer (or for the Employer and
related persons determined in accordance with Section 414(n)(6) of the Code)
services of a type historically performed by employees in the business field of
the Employer on a substantially full-time basis for a period of at least one
year. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the Employer will
be treated as provided by the Employer.
A Leased Employee will not be considered an Employee of the Employer
if:
(a) such Leased Employee is covered by a money purchase pension
plan providing:
(1) a nonintegrated employer contribution rate of at least
ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
Exhibit D
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(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's Non-Highly Compensated Employees.
16.39. Limitation Year: The Plan Year.
16.40. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
16.41. Non-Key Employee: Any Employee who is not a Key Employee.
16.42. Normal Form of Benefit: A Straight Life Annuity.
16.43. Normal Retirement Age: The later of age Sixty-five (65) and the
fifth (5th) anniversary of the Employee's date of participation hereunder.
16.44. Normal Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Normal Retirement Age.
16.45. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.46. Period of Military Duty: The period of time from the date the
Employee was first absent from active work for the Employer because of duty in
the armed forces of the United States to the date the Employee was re-employed
by the Employer at a time when the Employee had a right to re-employment in
accordance with seniority rights as protected under Section 2021 through 2026 of
Tile 38 of the U.S. Code.
16.47. Period of Service: The aggregate of all time period(s)
commencing with the Employee's Employment Commencement Date and ending on the
date a Break in Service or Period of Severance begins.
16.48. Period of Severance: A continuous period of time during which
the Employee is not employed by the Employer. On and after January 1, 1976, such
period begins on the first to occur of the following:
(a) resignation, discharge, retirement or death;
(b) layoff that continues for a period in excess of the lesser of
(i) two years or (ii) the greater of one year or the period of the employee's
continuous employment by the Employer or an Affiliated Employer immediately
prior to such layoff;
Exhibit D
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(c) failure to return from a layoff within three working days
after receipt of notification of recall unless prevented from doing so by
illness or other reason acceptable to the Employer;
(d) sick leave or leave of absence (other than a Period of
Military Duty) that continues for a period in excess of one year;
(e) failure to return from a leave of absence (other than a
Period of Military Duty) within the time set by the Employer or, if no time has
been set by the Employer, immediately upon cancellation of such leave of
absence, unless prevented from doing so by illness or similar reason acceptable
to the Employer;
(f) failure to return from a leave of absence for service in the
armed forces of the United States of America during the period within which
reemployment rights are protected by law, or from a leave of absence for other
military service within thirty days after the termination of active hostilities;
(g) voluntary reenlistment during a leave of absence for service
in the armed forces of the United States of America, unless reemployment rights
are protected by law during the period of such voluntary reenlistment;
(h) failure to return to work for the Employer or an Affiliated
Employer or to undergo a physical examination contrary to a determination or
request of the insurer under the Employer's long-term disability insurance plan
for hourly-paid employees.
In applying this Section, in cases under clauses (a), (c), (e), (f), (g) or (h)
above, the Period of Severance shall be deemed to have occurred upon the
occurrence of the event described in the appropriate clause, and in cases under
clause (b) or (d) above, the Period of Severance shall be deemed to have
occurred upon the conclusion of the applicable period specified in the
appropriate clause.
16.49. Plan: The Employer's qualified retirement plan as set forth in
this document, and as hereafter amended, known as the "Pension Plan for Hourly
Paid Employees of Chatham Cable Company".
16.50. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan Administrator shall be a named "fiduciary", as referred to in Section
402(a) of ERISA, with respect to the management, operation and administration of
the Plan.
16.51. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year and ending the following December 31.
Exhibit D
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16.52. Predecessor Employer: A firm absorbed by the Employer by change
of name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
16.53. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial assumptions set forth in Schedule A hereof.
16.54. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Accrued
Benefit and which meets the requirements of Code Section 414(p).
16.55. Qualified Joint and Survivor Annuity: An annuity for the life
of the Participant with a survivor annuity for the life of the Participant's
Spouse equal to fifty percent (50%) of the amount of the annuity payable during
the joint lives of the Participant and the Participant's Spouse, and which is
the Actuarial Equivalent of the Normal Form of Benefit, or if greater, any
optional form of benefit.
16.56. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired as of the Earliest Retirement Age with a Qualified
Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.57. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following:
(a) a Break in Service, or
(b) a Period of Severance.
16.58. Re-entry Date: The date an Inactive Participant re-enters the
Plan.
Exhibit D
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16.59. Regulation: Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
16.60. Retirement: Termination of employment while in the Eligible
Class:
(a) after the Participant attains Normal Retirement Age, or
(b) after the Participant attains Early Retirement Age.
16.61. Spouse: The legal husband or wife or surviving husband or wife
of the Participant who is married to, and not legally separated or divorced from
the Participant, provided that a person who was formerly legally married to a
Participant will be treated as the Spouse or surviving Spouse and a person who
is currently legally married to a Participant will not be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.
16.62. Straight Life Annuity: An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant's death.
16.63. Super Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, "90%" were substituted for "60%" where it appears in
the definition of "Top-Heavy Plan".
16.64. Top-Heavy Group: Any Aggregation Group for which the sum as of
the Determination Date of
(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under
all defined contribution plans in the Aggregation Group, exceeds sixty percent
(60%) of the similar sum determined for all Employees.
16.65. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under this Plan and any
other defined benefit plan of the Employer which is included with this Plan in
an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included
Exhibit D
72
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with this Plan in an Aggregation Group, exceeds sixty percent (60%) of a similar
sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416(g)(3), distributions
from such plans during the five-year period ending on the Determination Date
will be added to said Accrued Benefits and said aggregate of present values of
the cumulative accrued benefits (both for Key Employees and all Key Employees
and Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g)(4)(A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefits and
accounts of an Employee who was a Key Employee but who will have ceased to be
Key Employee will not be taken into account for purposes of determining whether
the Plan is a Top-Heavy Plan.
To the extent required by Code Section 416(g)(4)(E), if an
Employee has not performed services for the Employer at any time during the five
(5) year period ending on the Determination Date, any Accrued Benefits and
present value of cumulative accrued benefits for such Employee will not be taken
into account in determining whether the Plan is a Top-Heavy Plan.
16.66. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees and the present value of accrued benefits under the aggregated defined
benefit plan or plans for all Key Employees as of the Determination Date(s), and
the denominator of which is the sum of the account balances under the aggregated
defined contribution plan or plans for all participants, and the present value
of accrued benefits under the defined benefit plan or plans for all participants
as of the Determination Date(s), all determined in accordance with Section 416
of the Code and the Regulations thereunder. The accrued benefits under a defined
benefit plan in both the numerator and denominator of the Top-Heavy Ratio are
increased for any distribution of an accrued benefit made in the 5-year period
ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations
Exhibit D
73
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thereunder for the first and second plan years of a defined benefit plan. The
account balances and accrued benefits of a Participant (1) who is not a Key
Employee but who was a Key Employee in a prior year, or (2) who has not been
credited with at least one Hour of Service with any Employer maintaining the
Plan at any time during the 5-year period ending on the Determination Date will
be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers, and transfers are taken into account will be made in
accordance with Section 416 of the Code and Regulations thereunder. Deductible
Employee contributions will not be taken into account for purposes of computing
the Top-Heavy Ratio. When aggregating plans the value of account balances and
accrued benefits will be calculated with reference to the Determination Dates
that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee shall
be determined under (a) the method, if any, that [is] uniformly applied for
accrual purposes under all defined benefit plans maintained by the Employer, or
(b) if there is no such method, as if such benefit accrued not more rapidly than
the slowest accrual rate permitted under the fractional rule of Section
411(b)(1)(C) of the Code.
16.67. Top-Paid Group: The group consisting of the top twenty percent
(20%) of Employees when ranked on the basis of Compensation paid during such
year. For purposes of determining the number of Employees in the group (but not
for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of service
with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (17-1/2) hours per week.
(c) Employees who normally do not work for the Employer more than
six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who are
covered by an agreement between Employee representatives and the Employer, where
retirement benefits were the subject of good faith bargaining, provided that
ninety percent (90%) or more of the Employer's Employees are covered by the
agreement.
(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
Exhibit D
74
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16.68. Trust Agreement: The instrument executed by the Employer and
the Trustee fixing the rights and liabilities of each with respect to holding
and administering Plan assets for the purposes of the Plan.
16.69. Trust Fund: The assets of the Plan as held and administered by
the Trustee.
16.70. Trustee: The trustees named in the Trust Agreement and their
successors.
16.71. Valuation Date: The Anniversary Date of the Plan or such other
date as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
16.72. Year of Accrual Service: The sum of:
(a) The total of an Employee's Period of Service, expressed as
whole years and 1/365 of a year for each additional day. Such Accrual Service
shall include periods of Disability of one year or longer, but not beyond a
Participant's Normal Retirement Date or, if earlier, a Participant's Earliest
Retirement Date or the date on which the Participant is certified by the insurer
under the Employer's long-term disability program to be sufficiently recovered
to accept employment with another employer or to engage in self-employment for
gain or profit. Years of Accrual Service attributable to Disability may
nonetheless be forfeited if the Participant refuses to undergo a medical
examination ordered by the insurer under the Employer's long-term disability
program; provided, however, that the Participant may not be required to undergo
a medical examination more often than twice in any calendar year.
Years of Accrual Service shall not include Years of Service
performed while employed by an Affiliated Employer.
(b) A Participant's Period of Accrual Service shall be suspended
upon the first to occur of the following:
(i) resignation, discharge, retirement or death;
(ii) layoff, sick leave or other leave of absence (other than
a leave of absence for Military Service) that continues for a period in excess
of one year (in which case the suspension shall be deemed to occur upon the
conclusion of the first year of such layoff or leave);
(iii) disability such that the Employee becomes entitled to
payments under the Company's long-term disability insurance plan for hourly-paid
Exhibit D
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Employees (in which case the suspension shall be deemed to occur as of the
beginning of the period covered by such payments); or
(iv) promotion to a salaried position with the Employer or
transfer to an Affiliated Employer (in which case the suspension shall be deemed
to occur as of the date of such promotion or transfer).
Upon suspension of a Participant's Accrual Service, no further Accrual Service
shall be recognized until such Participant's Reemployment Commencement Date,
which will begin a further period of Accrual Service.
16.73. Year of Service: The total years of employment of an Employee
with the Employer or an Affiliated Employer commencing with the Employee's
Employment Commencement Date, and ending with the date such Employee quits,
retires, or is discharged or released, and shall be calculated to the date in
decimal fractions.
16.74. Year of Vesting Service: The number of whole years of the
Employee's Period of Service determined on an elapsed time basis. In order to
determine whole years of an Employee's Period of Service, nonsuccessive Periods
of Service shall be aggregated; 365 days of service shall equal a whole year.
After calculating an Employee's Period of Service in a manner described herein,
any periods of less than 365 days shall be disregarded. An Employee shall be
credited with a Year of Service only for complete whole-year Periods of Service
consisting of 365 days.
IN WITNESS WHEREOF, the PENSION PLAN FOR HOURLY EMPLOYEES OF CHATHAM
CABLE COMPANY is, by authority of the Board of Directors of Amphenol
Corporation, adopted on the day and year first above written.
AMPHENOL CORPORATION
By
-------------------------
ATTEST:
- -------------------------
Exhibit D
76
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Schedule A
For the purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
Mortality 1984 Unisex Pension
Mortality Table with no
age setback.
Interest The Pension Benefit
Guaranty Corporation
interest rates which
are in effect as of the
first day of the plan
year in which the
distribution occurs and
which are used for the
purposes of determining
the present value of a
lump sum distribution
on plan termination.
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table
prescribed by the Secretary of the Treasury. Such table shall be based on the
prevailing commissioners' standard table (described in Code Section
807(d)(5)(A)) used to determine reserves for group annuity contracts issued on
the date as of which present value is being determined (without regard to any
other subparagraph of Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of interest
on 30-year Treasury securities determined as of the second calendar month (the
lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
Exhibit D
- 1 -
<Page>
For all other purposes than that noted above, actuarial equivalence shall be
determined by using the following assumptions:
Mortality 1971 Group Annuity
Mortality Table with
ages setback one year
for Participants and
five years for joint
annuitants.
Interest 7.5%
Exhibit D
- 2 -
<Page>
EXHIBIT: E
ELIGIBLE CLASS:
(a) Salaried Employees of Sine Systems*Pyle Connectors Corporation who
shall have been employed at Pyle-National, Inc. on the date before the date of
the merger with The Sine Companies, Inc.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
EXHIBIT E
<Page>
PYLE-NATIONAL RETIREMENT PLAN
FOR SALARIED EMPLOYEES
Exhibit E
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements........................................................................1
1.2. Service Computation Period......................................................................1
1.3. Service Credit..................................................................................2
1.4. Change in Classification of Employment..........................................................2
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions........................................................................3
2.2. Limitation on Contribution......................................................................3
2.3. Time of Payment.................................................................................3
2.4. No Additional Liability.........................................................................3
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions..........................................................................3
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit.......................................................................4
4.2. Normal Form of Retirement Benefit...............................................................4
4.3. Early Retirement Benefit........................................................................5
4.4. Late Retirement Benefit.........................................................................6
4.5. Disability Benefits.............................................................................6
4.6. Death Benefits..................................................................................7
4.7. Benefits on Termination of Employment - Deferred Vested Pension.................................9
4.8. In-Service Benefits.............................................................................9
4.9. Restoration of Benefit..........................................................................9
4.10. Non-Duplication of Benefits....................................................................10
4.11. Minimum Benefit for Top Heavy Plan.............................................................10
4.12. Transfers; Service with Affiliated Employers...................................................12
</Table>
Exhibit E
i
<Page>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
<Table>
5.1. Maximum Annual Benefit.........................................................................12
5.2. Adjustments to Annual Benefit and Limitations..................................................13
5.3. Annual Benefit not in Excess of $10,000........................................................15
5.4. Participation or Service Reductions............................................................15
5.5. Multiple Plan Reduction........................................................................16
5.6. Incorporation by Reference.....................................................................19
ARTICLE VI.
VESTING
6.1. Vesting Rights.................................................................................19
6.2. Top-Heavy Vesting..............................................................................20
6.3. Service Computation Period.....................................................................20
6.4. Service Credit.................................................................................20
6.5. Vesting Break in Service.......................................................................20
6.6. Vesting on Distribution Before Break in Services; Cash-outs....................................21
6.7. Amendment of Vesting Schedule..................................................................21
6.8. Amendments Affecting Vested and/or Accrued Benefit.............................................22
6.9. No Divestiture for Cause.......................................................................22
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice.........................................................................................22
7.2. Waiver of Thirty (30) Day Notice Period........................................................23
7.3. Automatic Form of Payment......................................................................23
7.4. Optional Forms of Benefit......................................................................23
7.5. Actuarial Equivalent Benefit...................................................................24
7.6. Payment Without Participant Consent............................................................24
7.7. Restrictions on Immediate Distributions........................................................25
7.8. Limitation of Benefits on Plan Termination.....................................................25
7.9. Early Plan Termination Restrictions............................................................27
7.10. Suspension of Benefits.........................................................................29
7.11. Restrictions on Commencement of Retirement Benefits............................................30
7.12. Minimum Distribution Requirements..............................................................31
7.13. TEFRA Election Transitional Rule...............................................................33
7.14. Distribution of Death Benefit..................................................................35
7.15. Date Distribution Deemed to Begin..............................................................36
7.16. Distribution Pursuant to Qualified Domestic Relations Orders...................................36
</Table>
Exhibit E
ii
<Page>
<Table>
7.17. Payment to a Person Under a Legal Disability...................................................36
7.18. Unclaimed Benefits Procedure...................................................................36
7.19. Direct Rollovers...............................................................................37
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions....................................................................37
8.2. Payment of Qualified Joint and Survivor Annuity................................................37
8.3. Payment of Qualified Pre-Retirement Survivor Annuity...........................................37
8.4. Notice Requirements for Qualified Joint and Survivor Annuity...................................37
8.5. Notice Requirements for Qualified Pre-Retirement Survivor Annuity..............................38
8.6. Qualified Election.............................................................................38
8.7. Election Period................................................................................39
8.8. Pre-age Thirty-five (35) Waiver................................................................39
8.9. Transitional Joint and Survivor Annuity Rules..................................................39
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders............................................................41
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans; Direct Rollovers.........................................43
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class.................................................................43
11.2. Transfer From Salaried Employment..............................................................44
11.3. Transfer From Hourly Employment................................................................44
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan..........................................................................45
12.2. Termination....................................................................................45
12.3. Merger or Consolidation of the Plan............................................................49
</Table>
Exhibit E
iii
<Page>
ARTICLE XIII.
PARTICIPATING EMPLOYERS
<Table>
13.1. Adoption by Other Employers....................................................................49
13.2. Requirements of Participating Employers........................................................49
13.3. Designation of Agent...........................................................................50
13.4. Employee Transfers.............................................................................50
13.5. Participating Employer's Contribution..........................................................50
13.6. Discontinuance of Participation................................................................50
13.7. Plan Administrator's Authority.................................................................51
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee..................................................51
14.2. Plan Administrator.............................................................................51
14.3. Delegation of Powers...........................................................................51
14.4. Appointment of Advisors........................................................................52
14.5. Records and Reports............................................................................52
14.6. Information From Employer......................................................................52
14.7. Majority Actions...............................................................................52
14.8. Expenses.......................................................................................52
14.9. Discretionary Acts.............................................................................52
14.10. Responsibility of Fiduciaries..................................................................52
14.11. Indemnity by Employer..........................................................................53
14.12. Claims Procedure...............................................................................53
ARTICLE XV.
GENERAL
15.1. Bonding........................................................................................54
15.2. Action by the Employer.........................................................................54
15.3. Employment Rights..............................................................................54
15.4. Alienation.....................................................................................55
15.5. Governing Law..................................................................................55
15.6. Conformity to Applicable Law...................................................................55
15.7. Usage..........................................................................................55
15.8. Legal Action...................................................................................55
15.9. Exclusive Benefit..............................................................................56
15.10. Prohibition Against Diversion of Funds.........................................................56
15.11. Return of Contribution.........................................................................56
</Table>
Exhibit E
iv
<Page>
<Table>
15.12. Employer's Protective Clause...................................................................57
15.13. Insurer's Protective Clause....................................................................57
15.14. Receipt and Release for Payments...............................................................57
15.15. Headings.......................................................................................57
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit................................................................................57
16.2. Actuarial Equivalent...........................................................................57
16.3. Administrative Committee.......................................................................58
16.4. Affiliated Employer............................................................................58
16.5. Aggregation Group..............................................................................58
16.6. Anniversary Date...............................................................................59
16.7. Annual Benefit.................................................................................59
16.8. Annuity........................................................................................59
16.9. Average Monthly Compensation...................................................................59
16.10. Annuity Starting Date..........................................................................60
16.11. Beneficiary....................................................................................60
16.12. Break in Service...............................................................................61
16.13. Code...........................................................................................61
16.14. Compensation...................................................................................61
16.15. Controlled Group...............................................................................64
16.16. Determination Date.............................................................................64
16.17. Direct Rollover................................................................................64
16.18. Disability.....................................................................................64
16.19. Distributee....................................................................................64
16.20. Earliest Retirement Date.......................................................................65
16.21. Early Retirement Age...........................................................................65
16.22. Early Retirement Date..........................................................................65
16.23. Eligible Class.................................................................................65
16.24. Eligible Retirement Plan.......................................................................65
16.25. Eligible Rollover Distribution.................................................................65
16.26. Employee.......................................................................................65
16.27. Employer.......................................................................................66
16.28. Employment Commencement Date...................................................................66
16.29. ERISA..........................................................................................66
16.30. Family Member..................................................................................66
16.31. Fiscal Year....................................................................................66
16.32. Five Year Preretirement Survivor Annuity.......................................................66
16.33. Forfeiture.....................................................................................66
16.34. Highly Compensated Employee....................................................................67
16.35. Highly Compensated Participant.................................................................68
16.36. Hour of Service................................................................................68
</Table>
Exhibit E
v
<Page>
<Table>
16.37. Inactive Participant...........................................................................70
16.38. Key Employee...................................................................................70
16.39. Late Retirement Date...........................................................................71
16.40. Leased Employee................................................................................71
16.41. Limitation Year................................................................................72
16.42. Non-Highly Compensated Employee................................................................72
16.43. Non-Key Employee...............................................................................72
16.44. Normal Form of Benefit.........................................................................72
16.45. Normal Retirement Age..........................................................................72
16.46. Normal Retirement Date.........................................................................72
16.47. Participant....................................................................................72
16.48. Participating Employer.........................................................................72
16.49. Period of Military Duty........................................................................72
16.50. Plan...........................................................................................72
16.51. Plan Administrator.............................................................................72
16.52. Plan Year......................................................................................72
16.53. Predecessor Employer...........................................................................72
16.54. Present Value of Accrued Benefit...............................................................73
16.55. Primary Social Security Retirement Benefit.....................................................73
16.56. Qualified Domestic Relations Order.............................................................73
16.57. Qualified Joint and Survivor Annuity...........................................................74
16.58. Qualified Pre-Retirement Survivor Annuity......................................................74
16.59. Re-employment Commencement Date................................................................74
16.60. Re-entry Date..................................................................................74
16.61. Regulation.....................................................................................74
16.62. Retirement.....................................................................................74
16.63. Social Security Retirement Age.................................................................74
16.64. Spouse.........................................................................................75
16.65. Straight Life Annuity..........................................................................75
16.66. Super Top-Heavy Plan...........................................................................75
16.67. Top-Heavy Group................................................................................75
16.68. Top-Heavy Plan.................................................................................75
16.69. Top-Heavy Ratio................................................................................76
16.70. Top-Paid Group.................................................................................77
16.71. Trust Agreement................................................................................77
16.72. Trust Fund.....................................................................................77
16.73. Trustee........................................................................................77
16.74. Valuation Date.................................................................................77
16.75. Year of Accrual Service........................................................................78
16.76. Year of Eligibility Service....................................................................78
16.77. Year of Service................................................................................79
16.78. Year of Vesting Service........................................................................79
</Table>
Exhibit E
vi
<Page>
PYLE-NATIONAL RETIREMENT PLAN
FOR SALARIED EMPLOYEES
BY RESOLUTION of its Board of Directors, on the____ day of _______ ,
19 , AMPHENOL CORPORATION, a Delaware corporation, has approved and adopted a
Defined Benefit Pension Plan for certain Employees, effective as of the first
day of January, 1989, which amends and restated the DEFINED BENEFIT RETIREMENT
PLAN FOR SALARIED EMPLOYEES OF PYLE-NATIONAL, INC. under a restated agreement
effective as of August 8, 1989 (hereinafter referred to as the "Predecessor
Plan"). This amended and restated Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee who
(a) is a salaried employee of Sine Systems*Pyle Connectors
Corporation who was employed by Pyle-National, Inc. on the day before the merger
with The Sine Companies, Inc.,
(b) has completed one (1) Year of Eligibility Service, and
(c) has attained twenty-one (21) years of age,
will become a Participant on the first day of the Plan Year or the first day of
the seventh month of the Plan Year coinciding with or next following the date
such requirements are satisfied, provided said Employee is still employed by the
Employer and in the Eligible Class as of such date. If not employed in the
Eligible Class on such date, the Employee will become a Participant as of the
date he first performs an Hour of Service as an eligible Employee if a Break in
Service has not occurred. An Employee who has not satisfied the aforesaid
eligibility requirements as of June 30, 1997 shall not become a Participant
hereunder.
1.2. Service Computation Period:
For purposes of determining Years of Eligibility Service and
Breaks in Service for purposes of eligibility, the initial eligibility
computation period is the 12-consecutive month period beginning on the
Employee's Employment Commencement Date.
The succeeding 12-consecutive month periods commence with the
first anniversary of the Employee's Employment Commencement Date.
Exhibit E
1
<Page>
1.3. Service Credit: All Years of Service with the Employer are
counted toward Years of Eligibility Service except the following:
In the case of a Participant who does not have any nonforfeitable
right to the Accrued Benefit derived from Employer contributions, Years of
Eligibility Service before a period of consecutive Breaks in Service will not be
taken into account in computing service if the number of consecutive Breaks in
Service in such period equals or exceeds the greater of five (5) or the
aggregate number of Years of Eligibility Service completed by the Employee
before such break. Such aggregate number of Years of Eligibility Service will
not include any Years of Eligibility Service disregarded under the preceding
sentence by reason of prior Breaks in Service.
If a Participant's Years of Eligibility Service are disregarded
pursuant to the preceding paragraph, such Participant will be treated as a new
Employee for eligibility purposes. If a Participant's Years of Eligibility
Service may not be disregarded pursuant to the preceding paragraph, such
Participant will continue to participate in the Plan, or, if terminated, will
participate immediately upon reemployment in the Eligible Class.
In the case of any Participant who has a Break in Service, Years of
Eligibility Service before such break will not be taken into account until the
Employee has completed a Year of Eligibility Service after returning to
employment with the Employer.
Such Year of Eligibility Service will be measured by the
12-consecutive month period beginning on an Employee's Reemployment Commencement
Date and, if necessary, subsequent 12-consecutive month periods beginning on
anniversaries of the Reemployment Commencement Date. The Employee's
participation will be reinstated as of the Reemployment Commencement Date if the
Employee completes a Year of Eligibility Service in accordance with this
provision.
1.4. Change in Classification of Employment: In the event a
Participant is no longer a member of the Eligible Class of Employees and becomes
ineligible to participate but has not incurred a Break in Service, such Employee
will participate immediately upon returning to the Eligible Class of Employees.
If such Participant incurs a Break in Service, eligibility will be determined
under the Break in Service rules of the Plan.
In the event of an Employee who is not a member of the Eligible Class
of Employees becomes a member of the Eligible Class, such Employee will
participate immediately if such Employee has satisfied the minimum age and
service requirements and would have otherwise previously become a Participant.
Exhibit E
2
<Page>
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall contribute to the
Plan from time to time such amounts as the Plan Administrator and the Employer
shall determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2. Limitation on Contribution: Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or to correct an error, in which event, the Employer shall make a
contribution to the Plan even if it causes the limitation under Code Section 404
to be exceeded.
2.3. Time of Payment: The Employer will pay to the Trustee its
contribution to the Plan for each Plan Year, within the time prescribed by law,
including extensions of time, for the filing of the Employer's federal income
tax return for the Fiscal Year. In no event, however, will payment to the
Trustee be made after the expiration of the time limit prescribed for
satisfaction of the minimum funding requirements of Code Section 412.
2.4. No Additional Liability: The pension benefits to be provided
under the Plan shall be only such as can be provided by the assets of the Trust
Fund, and except as provided by law, there shall be no liability or obligation
on the part of the Employer to make any further contributions to the Plan in the
event of its termination. Except as otherwise required by ERISA or other
applicable law, no liability for the payment of benefits hereunder shall be
imposed upon the Employer, or the officers, directors or stockholders of the
Employer.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions: No contributions shall be required of
Participants as a condition for receiving benefits provided hereunder.
Exhibit E
3
<Page>
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who terminates
employment upon attaining Normal Retirement Age will be entitled to receive
normal retirement benefits in the amount of a Participant's Accrued Benefit. If
the Participant elects to continue working past his or her Normal Retirement
Age, he or she will continue as an active Participant and no distribution shall
be made to such Participant until his or her actual retirement date, unless a
minimum distribution is required by law.
(a) Accrued Benefit. The amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who retires on his Normal
Retirement Date shall be equal to such Participant's monthly Accrued Benefit as
of any date, equal to the greater of (1) and (2) below:
(1) Basic Formula: the product of:
(i) one percent (1%) of such Participant's Average Monthly
Compensation, and
(ii) such Participant's Years of Accrual Service, up to a
maximum of Thirty-five (35).
(2) Alternative Formula: the product of:
(i) one and six tenths of one percent (1.6%) of such
Participant's Average Monthly Compensation, minus one and four tenths of one
percent (1.4%) of such Participant's estimated monthly Primary Social Security
Benefit, and
(ii) such Participant's years of Accrual Service, up to a
maximum of Thirty-five (35).
(b) Payment of Normal Retirement Benefits. Normal retirement
benefits will be payable as of the Participant's Normal Retirement Age in
accordance with the Article herein entitled "Payment of Benefits". If the
Participant begins receiving benefits at an age other than Normal Retirement
Age, the Participant's benefit will be determined in accordance with the
appropriate Section of this Article.
4.2. Normal Form of Retirement Benefit: The Normal Retirement Benefit
payable to a Participant pursuant to this Article shall be a monthly pension
commencing on the Participant's retirement date and continuing for life. The
actual form of distribution of such benefit, however, shall be determined by
reference to the Article herein entitled "Payment of Benefits".
Exhibit E
4
<Page>
4.3. Early Retirement Benefit: A Participant who has attained Early
Retirement Age and who terminates employment with the Employer will be entitled
to receive any one of the following retirement benefits after attaining Early
Retirement Age as the Participant may elect.
(a) a deferred Normal Retirement Benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above, based upon Years of Accrual Service at the time of the Participant's
actual retirement, or
(b) an early retirement benefit, determined as the greater of:
(i) Grandfathered Benefit. An early retirement benefit equal to
the deferred benefit provided in (a) above recognizing Years of Accrual Service
as of August 7, 1989, multiplied by the factor shown below corresponding to the
number of years the Participant's Early Retirement Date preceded the first day
of the month coinciding with or next following the date he or she would attain
age sixty-two (62) or sixty-five (65) with respect to those Participant's
terminating employment prior to Early Retirement Age.
<Table>
<Caption>
NUMBER OF YEARS
EARLY RETIREMENT DATE
PRECEDES AGE 62 (65 FOR
VESTED PARTICIPANTS TERMINATING
PRIOR TO EARLY RETIREMENT) FACTOR
- --------------------------------------------------------------------------------
0 1.00
- --------------------------------------------------------------------------------
1 .94
- --------------------------------------------------------------------------------
2 .88
- --------------------------------------------------------------------------------
3 .82
- --------------------------------------------------------------------------------
4 .76
- --------------------------------------------------------------------------------
5 .70
- --------------------------------------------------------------------------------
6 .64
- --------------------------------------------------------------------------------
7 .58
- --------------------------------------------------------------------------------
</Table>
The above factors shall be prorated for a partial year.
(ii) TRA Benefit. Any early retirement benefit equal to the
deferred benefit provided in (a) above recognizing all years of Accrual Service,
reduced by 1/180 for each month of the first sixty (60) months by which the
Participant's Early Retirement Date precedes his or her Normal Retirement Date,
plus an additional 1/360th for each month additional month by which the
Participant's Early Retirement Date precedes his or her Normal Retirement Date.
Exhibit E
5
<Page>
In the event that a participant shall terminate employment prior
to attaining the Early Retirement Age, but having satisfied the service
requirement, the Participant shall be entitled to elect benefits hereunder upon
satisfaction of the age requirement.
Early retirement benefits shall be payable to the Participant on
the first day of the first month after the Participant shall have become
eligible for such benefits, shall have filed an application for such benefits,
and shall otherwise be payable in accordance with the Article herein entitled
retiring prior to the date hereof shall be calculated in accordance with the
provisions of the Plan in effect on the date of such Participant's termination
of employment.
4.4. Late Retirement Benefit: In the event a Participant continues
employment beyond his Normal Retirement Date, no retirement benefit will be paid
to the Participant until he actually retires; subject, however, to any minimum
distributions required under Code Section 401(a)(9) or this Plan. A
Participant's retirement benefit on his Late Retirement Date shall be equal to
the Participant's retirement benefit recalculated using the Participant's Years
of Accrual Service and Average Monthly Compensation determined as of the
Participant's actual Retirement Date.
A Participant's retirement benefit payable in the Normal Form of
Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
The monthly retirement benefit calculated pursuant to this
Section shall be offset by the Actuarial Equivalent of the total minimum
distributions required under Code Section 401(a)(9) actually made prior to the
Participant's actual retirement date.
Late retirement benefits will be paid as soon as practicable
after the Participant's Late Retirement Date in accordance with the Article
herein entitled "Payment of Benefits."
4.5. Disability Benefits:
If a Participant ceases to be an active Employee as a result of a
Disability, and if such Disability continues until said Participant's Normal
Retirement Date, said Participant shall be entitled to disability retirement
benefits.
The disability retirement benefit payable to a Participant who
meets the requirements above shall equal the monthly Accrued Benefit determined
under the Section captioned "Normal Retirement Benefit", based on the
Participant's Years of Accrual Service and Average Monthly Compensation
determined as of the date of the
Exhibit E
6
<Page>
Disability; provided, however, that if the Participant is eligible for and
receiving benefits with respect to such Disability under the federal Social
Security Act, the disability retirement benefit payable to the Participant shall
be based on the Participants Years of Accrual Service determined as if the
Participant had remained employed through his or her Normal Retirement Date.
Monthly Disability benefit payments shall begin on the
Participant's Normal Retirement Date.
If the Disability of a Participant terminates before the
Participant's Normal Retirement Date, retirement benefits shall be provided for
the Participant on his Normal Retirement Date under the provisions of this
Article IV as if he had terminated employment on the date he ceased to be an
active Employee as a result of the Disability.
Disability retirement benefits will be paid as soon as
practicable after the Participant's Normal Retirement Age and the Plan
Administrator's receipt of certification of Disability, in accordance with the
Article herein entitled "Payment of Benefits".
4.6. Death Benefits:
The provisions of this section shall apply on or after August 23,
1984, to any Participant who is credited with at least one Hour of Service or
one hour of paid leave on or after August 23, 1984.
If a Participant dies before his Annuity Starting Date, death
benefits shall be determined under the following subsections. The distribution
of death benefits shall be subject to the Article herein entitled "Payment of
Benefits."
(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be payable to
the Participant's Spouse as a death benefit with respect to a Participant who
dies before his or her Annuity Starting Date if the following requirements are
met:
(1) The Participant is survived by a Spouse to whom he was
continuously married throughout the one-year period ending on the date of his
death, and
(2) The Participant's vested percentage on the date of his
death was greater than zero.
If the above requirements are met on the date the Participant
dies, a Qualified Preretirement Survivor Annuity shall be payable. Benefits
shall be payable
Exhibit E
7
<Page>
on the first day of any month on or after the earliest date retirement benefits
could have been paid to the Participant if he had ceased to be an Employee on
the date of his death and survived to such date. If the Spouse dies before the
date the Qualified Preretirement Survivor Annuity starts, no death benefit is
payable from a Participant's Accrued Benefit.
(b) Five Year Preretirement Survivor Annuity:
A Five Year Preretirement Survivor Annuity shall be payable to
the Participant's Beneficiary as a death benefit with respect to the Participant
who dies before his or her Annuity Starting date if the following requirements
are met:
(1) The Participant is not survived by a Spouse to whom he
was continuously married throughout the one-year period ending on the date of
his death,
(2) The Participant had attained Early Retirement Age, and
(3) The Participant's vested percentage on the date of his
death was greater than zero.
If the above requirements are met on the date the Participant
dies, a Five Year Preretirement Survivor Annuity shall be payable; provided,
however, effective January 1, 2000, a Participant need only satisfy (1) above as
of the date the Participant dies in order to be eligible to receive such Five
Year Preretirement Survivor Annuity. Benefits shall be payable on the first day
of the month following the Participant's date of death.
(c) Death Benefit After Actual Retirement Date but before the
Annuity Starting Date:
(1) If a Participant dies on or after his Actual Retirement
date and before his Annuity Starting Date, the provisions of subsections (a) and
(b) shall not apply. Instead, the death benefit shall be based on the Normal
Form of Benefit or a properly elected optional form of benefit. This death
benefit is the death benefit which would have been payable to the Participant's
Beneficiary or contingent annuitant if the Participant's retirement date had
occurred on the date he died. For purposes of this death benefit only, an
election of an optional form of benefit shall be a qualified election even if it
is not made within 90 days of the date retirement benefits would have begun if
it meets all of the other requirements for a qualified election.
Exhibit E
8
<Page>
(2) Any death benefit payable after a Participant's Annuity
Starting Date will be determined by the form of retirement benefit in effect on
a Participant's Annuity Starting Date.
4.7. Benefits on Termination of Employment - Deferred Vested Pension:
A Participant who terminates employment prior to Normal Retirement Age, Early
Retirement Age, Disability or death will be entitled to receive benefits in the
amount of the Participant's vested Accrued Benefit. The amount of the monthly
retirement benefit to be provided for each Participant who becomes an inactive
Participant prior to his Normal or Early Retirement Date, date of Disability or
death shall be determined as follows:
(a) A deferred monthly retirement benefit in the Normal Form to
begin on his Normal Retirement Date. The deferred retirement benefit will be
equal to the product of (1) and (2):
(1) The Participant's Accrued Benefit as of the date of
determination, and
(2) The Participant's vesting percentage on the date he or
she ceases to be an Employee.
(b) A deferred monthly retirement benefit in the Normal Form of
Benefit to begin on his Early Retirement Date. The deferred retirement benefit
shall be equal to the amount under (a) above multiplied by the applicable early
retirement factor set forth in Section 4.3.
The amount of payment under any form (other than the Normal Form of
Benefit) shall be determined as provided under the Article herein entitled,
"Payment of Benefits".
4.8. In-Service Benefits: No distribution will be made to a
Participant who remains in the employ of the Employer beyond Normal Retirement
Age, unless a minimum distribution is required by law.
4.9. Restoration of Benefit: If an Employee receives a distribution of
a Vested Accrued Benefit under the Plan and the Employee resumes employment in
the Eligible Class, he or she shall have the right to restore his or her
employer - provided Accrued Benefit to the extent forfeited upon the repayment
to the Plan of
(a) the amount of the distribution,
(b) interest on such distribution compounded annually at the rate
of five percent (5%) per annum from the date of distribution to the date of
Exhibit E
9
<Page>
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded annually
at the rate of one hundred twenty percent (120%) of the federal mid-term rate
(as in effect under Code Section 1274 for the first month of a Plan Year) from
the beginning of the first Plan Year beginning after December 31, 1987 or the
date of distribution, whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5) years
after the first date on which the Participant is subsequently reemployed by the
Employer, and the date the Participant incurs five (5) consecutive Breaks in
Service following the date of distribution. If an Employee is deemed to receive
a distribution, and the Employee resumes employment in the Eligible Class before
the date the Participant incurs five (5) consecutive Breaks in Service, upon the
reemployment of such Employee in the Eligible Class, the employer-provided
Accrued Benefit, will be restored to the amount of such Accrued Benefit on the
date of the deemed distribution.
4.10. Non-Duplication of Benefits: If an Inactive Participant who is
no longer actively employed by the Employer again becomes actively employed by
the Employer in the Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to have received a distribution of a vested Accrued Benefit under
the Plan by reason of prior participation (and such distribution has not been
repaid to the Plan with interest as described in the preceding paragraph within
a period of the earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the close of the first
period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit as of
the date of distribution.
4.11. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer
contributions to be provided under this Section for each Non-Key Employee who is
a Participant during a Plan Year in which the Plan is Top-Heavy Plan shall equal
the product of (1) said Participant's Compensation averaged over the five (5)
consecutive Limitation Years (or actual number of Limitation Years, if less)
which produce the highest average and (2) the lesser of (i) two percent (2%)
multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under
Code Section 416, a Non-Key Employee who is not a Participant solely because (1)
his Compensation is below a stated amount or (2) he declined to make required
contributions (if required) to the Plan will be considered to be a Participant.
Exhibit E
10
<Page>
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Year of Service for any Plan
Year beginning before January 1, 1984, or for any Plan Year during which the
Plan was not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation
Year ending in a Plan Year which began prior to January 1, 1984, subsequent to
the last Limitation Year during which the Plan is a Top-Heavy Plan, or in which
the Participant failed to complete a Year of Service, shall be disregarded.
(e) For the purposes of determining the top-heavy minimum benefit
under this Section Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of Benefits" provides
for the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date
(h) If a Non-Key Employee participates in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, the extra minimum Accrued Benefit (required by the Article
herein entitled "Section 415 Limitation on Benefits" to provide the higher
limitations) shall be provided for each Non-Key Employee who is a Participant by
substituting three percent (3%) for two percent (2%) and thirty percent (30%)
for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, a minimum allocation of five percent (5%) of
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan.
Exhibit E
11
<Page>
However, for any Plan Year when (1) the Plan is a Top-Heavy Plan
but not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both
is Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, seven and one-half percent (7 1%) shall be substituted for
five percent (5%) above.
4.12. Transfers; Service with Affiliated Employers.
The benefits provided hereunder as to an Employee who transfers
employment to or from an Affiliated Employer shall be determined by reference to
this Article and the Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED
EMPLOYERS."
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the exceptions
below, the maximum Annual Benefit payable to a participant under this Plan in
any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's
Compensation averaged over the three consecutive Limitation Years (or the actual
number of Limitation Years for Employees who have been employed for less than
three consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit" payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
(c) Notwithstanding anything in this Article to the contrary, if
the Plan was in existence on May 6, 1986, and had complied at all times with the
requirements of Code Section 415, the maximum Annual Benefit for any individual
who is a Participant as of the first day of the Limitation Year beginning after
December 31, 1986, shall not be less than the Current Accrued Benefit. "Current
Accrued Benefit" shall mean a Participant's Accrued Benefit under the Plan,
determined as if the Participant had separated from service as of the close of
the last Limitation Year
Exhibit E
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<Page>
beginning before January 1, 1987, when expressed as an Annual Benefit within the
meaning of Code Section 415(b)(2). In determining the amount of a Participant's
Current Accrued Benefit, the following shall be disregarded: (1) any change in
the terms and conditions of the Plan after May 5, 1986; and (2) any cost of
living adjustment occurring after May 5, 1986.
(d) The dollar limitation under Code Section 415(b)(1)(A) stated
in paragraph (a)(1) above shall be adjusted annually as provided in Code Section
415(d) pursuant to the Regulations. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation Years ending
with or within that calendar year.
(e) The limitation stated in paragraph (a)(2) above for
Participants who have separated from service with a non-forfeitable right to an
Accrued Benefit shall be adjusted annually as provided in Code Section 415(d)
pursuant to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member
of a controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified
by Code Section 415(h) or is a member of an affiliated service group (as defined
by Code Section 414(m)), all Employees of such Employers shall be considered to
be employed by a single Employer.
(h) For the purpose of this Article, if this Plan is a Code
Section 413(c) plan, all Employers of a Participant who maintain this Plan will
be considered to be a single Employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is consistent with the reduction for old-age insurance
benefits commencing before the Social Security Retirement Age under the Social
Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
Exhibit E
13
<Page>
benefit begins on or after age sixty-two (62). If the Annual Benefit begins
before age sixty-two (62), the $90,000 limitation shall be reduced by each month
benefits commence before the Participant attains age sixty-two (62) so that it
is the Actuarial Equivalent of the $90,000 limitation beginning at age sixty-two
(62). However, the $90,000 limitation shall not be actuarially reduced to less
than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age fifty-five (55) if the Annual Benefit commences prior
to age fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable
prior to age sixty-two (62) or the $75,000 limitation applicable prior to age
fifty-five (55), the adjustment shall be made pursuant to the general principles
set forth in this Plan for determining Actuarial Equivalence except that the
interest rate assumption shall be the greater of five percent (5%) or the rate
specified in Schedule A hereto and the mortality decrement shall be ignored to
the extent that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age sixty-two (62), then
the $90,000 limitation shall be reduced so that it is the Actuarial Equivalent
of the $90,000 limitation beginning at age sixty-two (62). However, the $90,000
shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age fifty-five (55) if the Annual Benefit commences prior
to age fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable prior
to age sixty-two (62) or the $75,000 limitation applicable prior to age
fifty-five (55), the adjustment shall be made pursuant to the general principles
used herein for determining the Actuarial Equivalent except that the interest
rate assumption shall be the greater of
Exhibit E
14
<Page>
five percent (5%) or the rate specified in Schedule A hereto and the mortality
decrement shall be ignored to the extent that a Forfeiture does not occur at
death.
(e) For purposes of adjusting the Annual Benefit to a Straight
Life Annuity, the adjustment shall be made pursuant to Section 2.2 except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A hereto.
(f) For purposes of adjusting the $90,000 limitation applicable
after age 65, the adjustment shall be made the Actuarial Equivalent except that
the interest rate assumption shall be the lesser of five percent (5%) or the
rate specified in Schedule A hereto and the mortality decrement shall be ignored
to the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable
after the Participant's Social Security Retirement Age (or for Plan Years
beginning prior to January 1, 1987, age 65) the adjustment shall be made for the
Actuarial Equivalent except that the interest rate assumption shall be the
lesser of five percent (5%) or the rate specified in Schedule A hereto and the
mortality decrement shall be ignored to the extent that a Forfeiture does not
occur at death.
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit not in Excess of $10,000: This Plan may pay an
Annual Benefit to any Participant in excess of his maximum Annual Benefit if the
Annual Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
5.4. Participation or Service Reductions: If a Participant has less
than ten (10) Years of Participation in the Plan at the time he begins to
receive benefits under the Plan, the limitations in Sections 5.1(a)(1) and 5.2
shall be reduced by multiplying such limitations by a fraction (a) the numerator
of which is the number of years of participation (or part thereof) in the Plan,
and (b) the denominator of which is ten (10);
Exhibit E
15
<Page>
provided, however, that said fraction shall in no event be less than 1/10th. The
limitations of Sections 5.1(a)(2) and 5.3 shall be reduced in the same manner
except the preceding sentence shall be applied with respect to Years of Service
with the Employer rather than Years of Participation in the Plan. Additionally,
to the extent provided in Regulations, for years beginning after December 31,
1986, the above described reductions to the limitations in Sections 5.1(a)(1)
(except for purposes of Section 5.5(c)(2) and 5.2 shall be applied separately
with respect to each change in the benefit structure of the Plan adopted before
August 3, 1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(f) below, if a
Participant is (or has been) a participant in one or more defined benefit plans
and one or more defined contribution plans maintained by the Employer, the sum
of the defined benefit plan fraction and the defined contribution plan fraction
for any Limitation Year may not exceed 1.0.
(b) (1) The defined benefit plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans (whether terminated or not) maintained by the
Employer, and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation determined for the Limitation Year under
Code Sections 415(b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415(b).
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after December 31,
1986, in one or more defined benefit plans maintained by the Employer which were
in existence on May 6, 1986, the denominator of this fraction will not be less
than one hundred twenty-five percent (125%) of the sum of the annual benefits
under such plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes in
the terms and conditions of such plans after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 for all Limitation Years
beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section
415, the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
(3) For purposes of applying the Limitations of Code Section
415, "protected current accrued benefit" for any Participant in a defined
benefit plan in existence on July 1, 1982 will be the accrued benefit, payable
annually, provided for under question T-3 of Internal Revenue Service Notice
83-10.
Exhibit E
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<Page>
(c) (1) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419(e) or individual medical accounts,
as defined in Code Section 415(1)(2), maintained by the Employer, and the
denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
"maximum aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or thirty-five
percent (35%) of the Participant's Section 415 Compensation for such Limitation
Year.
If the Employee was a participant as of the end of the first day of
the first Limitation Year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0,
multiplied by
(ii) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of such plans made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning before January
1, 1987, will not be recomputed to treat all Employee contributions as annual
additions.
(2) Notwithstanding the foregoing, the numerator of the
defined contribution plan fraction will be adjusted pursuant to Regulation
1.415-7(d)(1) and questions T-6 and T-7 of Internal Revenue Service Notice
83-10.
(3) For defined contribution plans in effect on or before
June 1, 1982, the Plan Administrator may elect, for any Limitation Year ending
after
Exhibit E
17
<Page>
December 31, 1982, that the amount taken into account in the denominator for
every Participant for all Limitation Years ending before January 1, 1983 will be
an amount equal to (A) the denominator for the Limitation Year ending in 1982
determined under the law in effect for the Limitation Year ending in 1982,
multiplied by (B) the "transition fraction".
(4) For purposes of the preceding paragraph, the term
"transition fraction" will mean a fraction (A) the numerator of which is the
lesser of (i) $51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981, and (B)
the denominator of which is the lesser of (i) $41,500 or (ii) twenty-five
percent (25%) of the Participant's 415 Compensation for the Limitation Year
ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, $41,500 will be substituted for $51,875 in
determining the "transition fraction" unless the extra minimum allocation is
being provided under the Plan pursuant to Code Section 416(h)(2). However, for
any Limitation Year in which this Plan is a Super Top-Heavy Plan, $41,500 will
be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in paragraphs (b)(i)
and (c)(1) unless the extra minimum allocation is being provided hereunder
pursuant to Code Section 416(h)(2). However, for any Limitation Year in which
the Plan is a Super Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in any event.
(e) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction will exceed 1.0 in any Limitation Year for
any Participant, the Plan Administrator will adjust the numerator of the defined
benefit plan fraction so that the sum of both fractions will not exceed 1.0 in
any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for One
Hundred Twenty-five Percent (125%) and $41,500 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any Limitation Year, such Participant will be subject to the following
restrictions for each future Limitation Year until the 1.0 limitation is
satisfied:
(i) the Participant's Accrued Benefit under the defined
benefit plan will not increase,
Exhibit E
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<Page>
(ii) no annual additions may be credited to a Participant's
accounts, and
(iii) no Employee contributions (voluntary or mandatory)
will be made under any defined benefit plan or any defined contribution plan of
the Employer.
5.6. Incorporation By Reference: Notwithstanding anything contained in
this Section to the contrary, the limitations, adjustments and other
requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and
nonforfeitable interest in his or her Accrued Benefit attributable to Employer
contributions in accordance with the following schedule, based upon Years of
Vesting Service with the Employer, provided that if a Participant is not already
fully vested, he or she will become so upon attaining Normal Retirement Age or
Early Retirement Age, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 5 0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 10 0%
10 or more 100%
</Table>
Exhibit E
19
<Page>
6.2 Top-Heavy Vesting: Notwithstanding the vesting provided for above,
for any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of any
Participant who has one (1) Hour of Service after the Plan becomes a Top-Heavy
Plan will be a percentage of the Participant's Accrued Benefit determined on the
basis of the Participant's number of Years of Vesting Service according to the
following schedule:
TOP-HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
Plan, the Administrator will revert to the vesting schedule in effect before
this Plan became a Top-Heavy Plan. Any such reversion will be treated as a Plan
amendment. The vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA compliance date or when the
Plan is not a Top-Heavy Plan.
6.3. Service Computation Period:
For vesting purposes, Years of Vesting Service and Breaks in Service
will be measured by reference to the 12-consecutive month period commencing on
the date the Employee first performs one (1) Hour of Service. Each subsequent
12-consecutive month period will commence on the anniversary of such date.
6.4. Service Credit: All Years of Vesting Service with the Employer
are counted to determine the nonforfeitable vested percentage in such Employee's
Employer-provided Accrued Benefit.
6.5. Vesting Break in Service: If any Participant is re-employed after
a Break in Service, Years of Vesting Service prior to the Break in Service will
be counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the post-break
Employer-provided Accrued Benefit only if either:
Exhibit E
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(a) such Participant has a nonforfeitable interest in the Accrued
Benefit attributable to Employer contributions at the time of separation from
service; or
(b) upon the Participant's return to service, the number of
consecutive Breaks in Service is less than the greater of (1) the number of
prior Years of Vesting Service (disregarding any Years of Vesting Service that
were excluded because of a previous Break in Service, or (2) five (5) years.
6.6. Vesting on Distribution Before Break in Service; Cash-outs:
(a) If a Participant terminates employment and the value of the
Participant's vested Accrued Benefit derived from Employer and Required
Contributions is not greater than $3,500, the Participant will receive a
distribution of the value of the entire vested portion of such Accrued Benefit
and the nonvested portion will be treated as a forfeiture. For purposes of this
Article, if the present value of an Employee's vested Accrued Benefit is zero,
the Employee shall be deemed to have received a distribution of such vested
Accrued Benefit.
(b) If a Participant terminates employment, and elects to receive
the value of his or her vested Accrued Benefits, the nonvested portion will be
treated as a Forfeiture. If the Participant elects to have distributed less than
the entire vested portion of the Accrued Benefit derived from Employer
contributions, the part of the nonvested portion that will be treated as a
Forfeiture is the total nonvested portion multiplied by a fraction, the
numerator of which is the amount of the distribution attributable to Employer
contributions and the denominator of which is the total value of the vested
Employer-derived Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with
the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is adopted:
(b) sixty (60) days after the amendment becomes effective; or
Exhibit E
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<Page>
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting
schedule or computation of a Participant's nonforfeitable percentage shall apply
to a Participant unless such Participant is credited with an Hour of Service on
or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No amendment
to the Plan will be effective to the extent that it has the effect of decreasing
a Participant's Accrued Benefit. Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted under
Section 412(c)(8) of the Code. For purposes of this Section, a Plan amendment
which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subject to divestiture for cause.
ARTICLE VII.
PAYMENT OF BENEFITS.
7.1. Notice: The Plan Administrator shall provide the Participant with
a notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution.
Such notice shall be given to the Participant in person or shall be
mailed to the Participant's current address as reflected in the Employer's
records.
Exhibit E
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<Page>
7.2. Waiver of Thirty (30) Day Notice Period: Notwithstanding the
provisions of Section 7.1 above, if a distribution is one to which Code Sections
401(a)(11) and 417 do not apply, such distribution may commence less than thirty
(30) days after the notice required under Regulation Section 1.411(a)-11(c) is
given, provided that:
(a) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice, affirmatively
elects the distribution.
7.3. Automatic Form of Payment:
(a) General Rule: The automatic form of retirement benefit
payment hereunder for a Participant who does not die prior to his Annuity
Starting Date will be a Qualified Joint and Survivor Annuity for a Participant
who is married or a Straight Life Annuity for a Participant who is unmarried.
(b) Immediate Cash-out for De Minimis Benefits: If the value of
the Participant's vested Accrued Benefit derived from Employer and Employee
contributions (other than qualified voluntary contributions) does not exceed or
did not at the time of any prior distribution exceed $3,500, the Participant
will receive a single sum distribution in cash or property of the value of the
entire vested Accrued Benefit. For purposes of this Article, if the value of a
Participant's vested Accrued Benefit is zero, the Participant will be deemed to
have received a distribution of such vested Accrued Benefit.
7.4. Optional Forms of Benefit:
(a) If the value of a Participant's vested Accrued Benefit
derived from Employer and Employee contributions exceeds $3,500, the
Participant, or if the Participant is married, the Participant with the consent
of the Participant's Spouse, may elect not to receive his or her vested Accrued
Benefit in the automatic form of payment described above and may direct the
Trustees to distribute the Participant's vested Accrued Benefit in one or more
of the following modes of payment:
(1) Straight Life Annuity;
(2) Single Life Annuity with five years certain;
(3) Single Life Annuity with ten years certain;
Exhibit E
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(4) Seventy-five percent (75%) Joint and Survivor Annuity;
(5) One Hundred percent (100%) Joint and Survivor Annuity; OR
(6) if the lump sum Actuarial Equivalent value of the Accrued
Benefit does not exceed $5,000, a single sum distribution in cash of the value
of the vested Accrued Benefit.
(b) Any election to receive Accrued Benefits prior to the earlier
of Normal Retirement Age or age sixty-two (62) or in a form other than the
Automatic Form of Benefit will be subject to the notice and consent requirements
of the Article herein entitled "Joint and Survivor Annuity Requirements".
(c) The terms of any annuity contract purchased and distributed
to a Participant shall comply with the requirements of the Plan. Any annuity
contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended in
Accordance with the rules set forth in the Section below captioned "Suspension
of Benefits", the amount of any form of benefit under the terms of this Plan
will be the Actuarial Equivalent of the Participant's Accrued Benefit in the
Normal Form commencing at Normal Retirement Age.
7.6. Payment Without Participant Consent:
(a) In the event that the Participant has terminated employment
and the Participant (and the Participant's Spouse, if applicable) neither
consents to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, is such vested Accrued
Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator may,
upon the Participant's termination of employment, distribute an annuity contract
to the Participant which provides that payments thereunder shall not commence
until a later date if such annuity contract satisfies the requirements of
Sections 401(a)(11) and 417 of the Code.
Exhibit E
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7.7. Restriction on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any part
of the Accrued Benefit could be distributed to the Participant (or surviving
Spouse) before the Participant attains (or would have attained whether or not
deceased) the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued
Benefit derived from Employer and Employee contributions exceeds (or at the time
of any prior distribution exceeded) $3,500, and the Accrued Benefit is
immediately distributable, the Participant and his or her Spouse (or where
either the Participant or the Spouse has died, the survivor) must consent to any
distribution of such Accrued Benefit. The consent of the Participant and the
Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the Participant and
the Participant's Spouse of the right to defer any distribution until the
Participant's Accrued Benefit is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415.
7.8. Limitation of Benefits on Plan Termination: The restrictions of
paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a) 4-5 (c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of each
Highly Compensated Participant and each former Highly Compensated Employee shall
be limited to a benefit which is nondiscriminatory within the meaning of Code
Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the
monthly payments made from the Plan to Highly Compensated Employees and to
former Highly Compensated Employees who are among the twenty-five most highly
paid Employees with the greatest Compensation in the current or any prior year,
shall be limited to an amount equal to the monthly payments that would be made
on behalf of the
Exhibit E
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Employee under a Straight Life Annuity that is the Actuarial Equivalent of the
sum of the Employee's Accrued Benefit, the Employee's other benefits under the
Plan (other than a social security supplement, within the meaning of Section
1.411(a)-7(c)(4)(ii) of the Regulations), and the amount the Employee is
entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however,
if
(1) after payment of benefits to an Employee described above,
the value of Plan assets equals or exceeds one hundred ten percent (110%) of the
value of current liabilities, as defined in Code Section 412(d)(7),
(2) the value of benefits provided under the Plan for an
Employee described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to any
Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall
include loans in excess of the amounts set forth in Code Section 72(p)(2)(A),
any periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in full
to the affected Employee if prior to receipt of the restricted amount the
Employee enters into a written agreement with the Plan Administrator to secure
repayment to the Plan of the restricted amount. The restricted amount is the
excess of the amounts distributed to the Employee (accumulated with reasonable
interest) over the amounts that could have been distributed to the Employee
under the Straight Life Annuity described in Section 4.1 of the Plan
(accumulated with reasonable interest). The Employee may secure repayment of the
restricted amount upon distribution by: (1) entering into an agreement for
promptly depositing in escrow with an acceptable depositary property having a
fair market value equal to at least 125 percent of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least 100 percent of
the restricted amount, or (3) posting a bond equal to at least 100 percent of
the restricted amount. If the Employee elects to post bond, the bond will be
furnished by an insurance company, bonding company or other surety for federal
bonds.
The escrow arrangement may provide that an Employee may withdraw
amounts in excess of 125 percent of the restricted amount. If the market value
of the property in an escrow account falls below 110 percent of the remaining
restricted amount, the Employee must deposit additional property to bring the
value of the property held by the depositary up to 125 percent of the restricted
amount. The escrow
Exhibit E
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arrangement may provide that Employee may have the right to receive any income
from the property placed in escrow, subject to the Employee's obligation to
deposit additional property, as set forth in the preceding sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of 100 percent of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank
that the Employee (or the Employee's estate) is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.
7.9. Early Plan Termination Restrictions: Notwithstanding any
provision in this Plan to the contrary, prior to Plan Year beginning on January
1, 1993, and during the first ten (10) years after the effective date hereof,
and if full current costs had not been met at the end of the first ten (10)
years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this
Section or his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000,
or (ii) an amount equal to 20% of the first $50,000 of the Participant's annual
Compensation multiplied by the number of years from the effective date of the
Plan to the earlier of (A) the date of termination of the Plan, or (B) the date
the benefit of the Participant becomes payable or (C) the date of a failure on
the part of the Employer to meet the full current costs of the Plan; or
(2) if a Participant is a "substantial owner" (as defined in
ERISA Section 4022(b)(5)(A), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the
present value of the maximum benefit provided in ERISA Section 4022(b)(3)(B),
determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs thereof
have not been met at any time within ten (10) years after the effective date,
the benefits
Exhibit E
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which any of the Participants described in this Section may receive from the
Employer's contribution shall not exceed the benefits set forth in paragraph (a)
above. If at the end of the first ten (10) years the full current costs are not
met, the restrictions will continue to apply until the full current costs are
funded for the first time.
(c) If a Participant described in this Section leaves the employ
of the Employer or withdraws from participation in the Plan when the full
current costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
(d) These conditions shall not restrict the full payment of any
survivor's benefits on behalf of a Participant who dies while in the Plan and
the full current costs have been met.
(e) These conditions shall not restrict the current payment of
full retirement benefits called for by the Plan for any retired Participant
while the Plan is in full effect and its full current costs have been met,
provided an agreement, adequately secured, guarantees the repayment of any part
of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant shall
have been suspended or limited in accordance with the limitations of paragraphs
(a), (b), and (c) above because the full current costs of the Plan shall not
then have been met, and if such full current costs shall thereafter be met, then
the full amount of the benefits payable to such Participant shall be resumed and
the parts of such benefits which have been suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c)
above, if on the termination of the Plan within the first ten (10) years after
the effective date, the funds, contracts, or other property under the Plan are
more than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section for such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by statute, or the
Treasury Department or the Internal Revenue Service should provide by regulation
or ruling, that the limitations provided for in this Article are no longer
necessary in order to meet the requirements for a qualified pension plan under
the Code as then in effect, the
Exhibit E
28
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limitations in this Article shall become void and shall no longer apply without
the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to an Employee
subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least 125% of the amount which would be repayable if the Plan had
terminated on the date of distribution of such lump sum. If the fair market
value of the property falls below 110% of the amount which would then be
repayable if the Plan were then to terminate, the distributee shall deposit
additional property to bring the value of the property to 125% of such amount.
In the event of the termination or partial termination of this Plan,
the rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.10. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which would have been suspended under the
preceding sentence as if the Employee had been receiving benefits since Normal
Retirement Age.
(b) Resumption of payment. If benefit payments have been
suspended, payments shall resume no later than the first day of the third
calendar month after the calendar month in which the Employee ceases to be
employed in "service" as defined in ERISA Section 203(a)(3)(B). The initial
payment upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during the period
between the cessation of "service" under Section 203(a)(3)(B) of ERISA and the
resumption of payments.
(c) Notification. No payment shall be withheld by the Plan
pursuant to this Section unless the Plan Administration notifies the Employee by
personal delivery of first class mail during the first calendar month or payroll
period in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
Exhibit E
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In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits. Requests for
such reviews may be considered in accordance with the claims procedure adopted
by the Plan pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a Straight Life Annuity or a Qualified Joint and Survivor Annuity, an amount
equal to the portion of a monthly benefit payment derived from employer
contributions.
(2) Other Benefit Forms. In the case of a benefit payable in
a form other than the form described in Section (1) above, an amount equal of
the employer - provided portion of benefit payments for a calendar month in
which the Employee is employed in Section 203(a)(3)(B) service, equal to the
lesser of
(i) The amount of benefits which would have been payable to
the Employee if he had been receiving monthly benefits under the Plan since
actual retirement based on a Straight Life Annuity commencing at actual
retirement age; or
(ii) The actual amount paid or scheduled to be paid to the
Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top Heavy Plan".
7.11. Restrictions on Commencement Of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of
benefits will begin no later than the 60th day after the later of the close of
the Plan Year in which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participation in the Plan; or
Exhibit E
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(3) the Participant terminates service with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant
and the Participant's Spouse, if any, to consent to a distribution while a
benefit is payable under the Article entitled "Plan Benefits", will be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this paragraph.
7.12. Minimum Distribution Requirements: All distributions required
under this Article will be determined and made in accordance with the minimum
distribution requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a)(9)-2. Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiples found in
Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70 1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70 1/2 before 1988 will be determined in accordance
with (i) or (ii) below:
(i) Non-5-percent owners: The required beginning date of a
Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70 1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 701 during 1988 and who
has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant
attains age 70 1/2, or
Exhibit E
31
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(B) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant becomes a 5-percent owner, or
the calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for
purposes of this paragraph if such Participant is a 5-percent owner as defined
in Code Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is a Top-Heavy Plan) at any time during the
Plan Year ending with or within the calendar year in which such owner attains
age 66 1/2 or at any subsequent Plan Year.
(4) Once distributions have begun to a 5-percent owner under
this paragraph, distributions must continue, even if the Participant ceases to
be a 5-percent owner in a subsequent year.
(b) Limits on Distribution Periods: As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated Beneficiary;
(3) a period certain not extending beyond the life expectancy
of the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning
Date:
(1) If a Participant's benefit is to be distributed over (i)
a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution selected
Exhibit E
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must have assured that at least 50% of the Present Value of the Accrued Benefit
available for distribution was to be paid within the life expectancy of the
Participant.
(3) For calendar years beginning after 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, will not be less than the quotient obtained by dividing the
Participant's Accrued Benefit by the lesser of (i) the applicable life
expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Proposed Regulations Section 1.401(a)(9)-2. Distributions after the death of
the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulations Section
1.401(a)(9)-2.
(4) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar year in which
the Participant's required beginning date occurs, must be made on or before
December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be distributed
in the form of annuity purchased from an insurance company, no such annuity
contract will be purchased unless the distributions thereunder will be made in
accordance with the requirements of Code Section 401(a)(9) and the Proposed
Regulations thereunder.
(6) For purposes of determining the amount of the required
distribution for the first distribution calendar year, the Accrued Benefit to be
used will be the Accrued Benefit as of the last Valuation Date in the calendar
year immediately preceding the first distribution calendar year. For all other
years, the Accrued Benefit will be determined as of the last Valuation Date
preceding such distribution calendar year.
For purposes of this paragraph, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.13. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and
subject to the requirements of the Article herein entitled "Joint and Survivor
Annuity Requirements", distribution on behalf of any Participant, including a
5-percent owner,
Exhibit E
33
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will be made in accordance with all of the following requirements (regardless
of when such distribution commences):
(1) The distribution by the Trust Fund is one which would not
have disqualified the Trust Fund under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as
of December 31, 1983; and
(5) The method of distribution designated by the Participant
or the Beneficiary specifies the time at which distributions will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the beneficiaries of the Participant
listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.
(c) For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Participant or the Beneficiary to
whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401(a)(9) and the Proposed Regulations
thereunder. If a designation is revoked subsequent to the date distributions are
required to begin, the Plan must distribute by the end of the calendar year
following the calendar year in which the revocation occurs the total amount not
yet distributed which would have been required to have been distributed to
satisfy Code Section 401(a)(9) and the Proposed Regulations thereunder, but for
an election under the Tax Equity and Fiscal Responsibility Act ("TEFRA") Section
242(b)(2). For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit requirements
in Regulations Section 1.401(a)(9)-2. Any changes in the
Exhibit E
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designation will be considered to be a revocation of the designation. However,
the mere substitution or addition of another beneficiary (one not named in the
designation) under the designation will not be considered to be a revocation of
the designation so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, directly
or indirectly (for example, by altering the relevant measuring life). If an
amount is transferred or rolled over from one plan to another plan, the rules in
Q&A 1-2 and Q&A 1-3 of Proposed Treasury Regulations 1.401(a)(9)-2 will apply.
7.14. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in the
Plan. Such designation will remain in force until revoked by the Participant by
filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning After Death: If the participant dies
before distribution of benefits begins, distribution of the Participant's
Accrued Benefit will be completed by December 31 of the calendar year in which
occurs the fifth anniversary of the Participant's death except to the extent
that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit is
payable to a designated Beneficiary, distributions may be made over the life of,
or over a period certain not greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 701.
If the Participant has not made an election pursuant to this paragraph
prior to death, the Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section, or
(2) December 31 of the calendar year in which occurs the fifth anniversary of
the Participant's death. If the Participant has no
Exhibit E
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designated Beneficiary, or if the designated Beneficiary does not elect a method
of distribution, distribution of the Participant's Accrued Benefit must be
completed by December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving Spouse if
the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.15. Date Distribution Deemed to Begin: For purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.10(c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to begin
is the date distribution actually commences.
7.16. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations order ("QDRO") as
defined in ERISA and Code Section 414(p). Such distribution will be made only in
a form of benefit available under the Plan.
7.17. Payment to a Person Under a Legal Disability: If any benefit
under this Plan becomes payable to a person who is then incompetent or a minor,
the Plan Administrator may make such payment on behalf of such person to the
guardian or other legal representative of such person or to any individual who
has the custody or care of such person. Any payment made on behalf of any such
person as provided in this Section shall be binding on such person and shall be
in full discharge of any obligation of such payment to such person.
7.18. Unclaimed Benefits Procedure: The Plan does not require either
the Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with the Employer,
shall notify any Participant or Beneficiary that he or she is entitled to a
distribution under the Plan. If the Participant or Beneficiary fails to claim
benefits or make his or her whereabouts known
Exhibit E
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in writing to the Employer within twelve (12) months of the date of mailing of
the notice, or before the termination or discontinuance of the Plan, whichever
should first occur, the Employer shall treat the Participant's or Beneficiary's
unclaimed Accrued Benefit as a Forfeiture. If a Participant or Beneficiary who
has incurred a Forfeiture of his Accrued Benefit under the provisions of this
Section makes a claim at any time for his or her forfeited Accrued Benefit, the
Employer shall restore the Participant's or Beneficiary's forfeited Accrued
benefit within sixty (60) days after the Pan Year in which the Participant or
Beneficiary makes the claim.
7.19. Direct Rollovers: This Section applies to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS.
8.1. Applicability of Provisions: The provisions of this Article will
apply to any Participant who is credited with at least one Hour of Service with
the Employer on or after August 23, 1984 and such other Participants as provided
in this Article.
8.2. Payment of Qualified Joint and survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, within the 90-day period ending on the Annuity Starting Date, the vested
Accrued Benefit of a married Participant will be paid in the form of a Qualified
Joint and Survivor Annuity. Any other Participant's vested Accrued Benefit will
be paid in the form of a Straight Life Annuity.
8.3. Payment of Qualified Pre-Retirement Survivor Annuity: If a
Participant dies before the Annuity Starting Date, the Participant's vested
Accrued Benefit will be paid to the surviving Spouse in the form of a Qualified
Pre-Retirement Survivor Annuity if the Participant has been married to the same
Spouse for at least 12 consecutive months. The surviving Spouse shall receive
benefits commencing on the Earliest Retirement Date benefits could have been
paid to the Participant if he had ceased to be an Employee on the date of his
death and survived to retire. If the Spouse dies before the Qualified
Pre-Retirement Survivor Annuity starts, no death benefit shall be payable.
8.4. Notice Requirements For Qualified Joint And Survivor Annuity: In
the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no
Exhibit E
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less than thirty (30) days and no more than ninety (90) days prior to the
Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
For purposes of this Section, the Annuity Starting Date will mean the
first day of the first period for which an amount is paid as an annuity, whether
by reason of retirement or disability.
8.5. Notice Requirements For Qualified Pre-Retirement Survivor
Annuity: Not applicable - No waiver of Qualified Pre-Retirement Survivor Annuity
permitted.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity. Any waiver of a Qualified Joint and
Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing to the election;
(b) the election designates a specific Beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
(c) the election designates a form of benefit payment which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election;
and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
Exhibit E
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If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be located, a waiver which
complies with (b) and (c) above will be deemed a qualified election. Any consent
by a Spouse obtained under this provision (or establishment that the consent of
a Spouse can not be obtained) will be effective only with respect to such
Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations will not be limited. No
consent obtained under this provision will be valid unless the Participant has
received notice as provided in the paragraphs below.
8.7. Election Period: Not applicable.
8.8. Pre-age Thirty-five (35) Waiver: Not applicable.
8.9. Transitional Joint and Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after January 1, 1976 and if such Participant had at least
ten (10) Years of Service for vesting purposes when the Participant separated
from service.
(b) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in
subparagraph (a) and (b) above) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the date benefits
would otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to subparagraph (b)
and any Participant who does not elect under subparagraph (a) or who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Service for vesting purposes on separation from service,
will have his or
Exhibit E
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her Accrued Benefit distributed in accordance with all of the following
requirements if benefits would have been payable in the form of a life annuity:
(1) Automatic Joint and survivor Annuity. If benefits in the
form of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
(ii) dies on or after Normal Retirement Age while still
working for the Employer;
(iii) begins to receive payments under the Plan on or after
the Qualified early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Qualified Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before beginning to receive such benefits, such benefits will be
paid in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period. The election
period must begin at least six (6) months before the Participant attains
Qualified Early Retirement Age and end not more than ninety (90) days before the
commencement of benefits. Any election hereunder must be in writing and may be
changed by the Participant at any time.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Early Retirement Age will be given the opportunity
to elect, during the election period, to have an early survivor annuity payable
on death. If the Participant elects the early survivor annuity, payments under
such annuity must not be less than the payments which would have been made to
the Spouse under the Qualified Joint and Survivor Annuity if the Participant had
retired on the day before his or her death. Any election under this provision
will be in writing and may be changed by the Participant at any time. The
election period begins on the later of:
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
(ii) the date on which participation begins, and ends on
the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of:
Exhibit E
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(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
(ii) the first day of the 120th month beginning before the
Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS.
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations order as defined in Code
Section 414(p) ("QDRO") providing for the assignment to a spouse or former
spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which states the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the following in
order to be deemed a QDRO:
(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QDRO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee, or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan
to provide:
Exhibit E
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(1) any type or form of benefit, or any option not already
provided for in the Plan;
(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions or in the case of a profit-sharing plan, prior to
the allowability of in-service withdrawals, or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not be
"Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt, and include a copy of
this paragraph. The Plan Administrator shall then forward the Order to the
Plan's legal counsel for an opinion as to whether or not the Order is in fact
"Qualified" as defined in Code Section 414(p). Within a reasonable time after
receipt of the Order, not to exceed 60 days, the Plan's legal counsel shall make
a determination as to its "Qualified" status and the Participant and any
alternate payee(s) shall be promptly notified in writing of the determination.
(d) If the "Qualified" status of the Order is in question, there
will be a delay in any payout to any payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall segregate the
amount that would have been payable to the alternate payee(s) if the Order had
been deemed a QDRO. If the Order is not Qualified, or the status is not resolved
(for example, it has been sent back to the Court for clarification or
modification) within 18 months beginning with the date the first payment would
have to be made under the Order, the Plan Administrator shall pay the segregated
amounts plus interest to the person(s) who would have been entitled to the
benefits had there been no Order. If a determination as to the Qualified status
of the Order is made after the 18-month period described above, then the Order
shall only be applied on a prospective basis. If the Order is determined to be a
QDRO, the Participant and alternate payee(s) shall again be notified promptly
after such determination. Once an Order is deemed a QDRO, the Plan Administrator
shall pay to the alternate payee(s) all the amounts due under the QDRO,
including segregated amounts plus interest which may have accrued during a
dispute as to the Order's qualification.
(e) The Earliest Retirement Age with regard to the Participant
against whom the Order is entered shall be the date the Participant would
otherwise first be eligible for benefits under the Plan.
Exhibit E
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ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Direct Rollovers:
Transfers or Direct Rollovers from other qualified plans are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class: Any Employee who, subsequent to
January 1, 1976, is transferred to employment with an Affiliated Employer and is
no longer in the Eligible Class, shall receive credit for such employment with
the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer while not in the Eligible Class shall
not be recognized or credited for purposes of determining Years of Accrual
Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Benefit Formula - A transferred Employee's benefits hereunder
shall be based on the benefit rate (i) with respect to a transfer to salaried
employment with the Affiliated Employer, in effect and applicable to persons
terminating employment on the date of the Employee's termination of employment
with the Employer, and (ii) with respect to a transfer to hourly employment with
the Affiliated Employer, in effect and applicable to persons terminating
employment on the last day such Employee was in the Eligible Class.
(e) Compensation - A transferred Employee's Compensation with the
Affiliated Employer which is recognized for purposes of determining benefit
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder only if the Employee transfers to salaried employment with the
Affiliated Employment.
Exhibit E
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11.2. Transfer From Salaried Employment. Any Employee who transfers
from salaried employment with an Affiliated Employer and becomes a member of the
Eligible Class subsequent to December 1, 1950, shall receive credit for service
with the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Accrual Service hereunder, provided there shall
be no duplication of benefits under this Plan and any other plan based on the
same period of service, and no more than one year shall be credited for benefit
computation purposes under this and other plans of the Employer.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
(d) Compensation - A transferred Employee's compensation with the
Affiliated Employer which is recognized for purposes of determining benefits
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder.
11.3. Transfer From Hourly Employment. Any Employee who transfers from
hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class subsequent to January 1, 1976, shall receive credit for services
with the Affiliated Employer for purposes of this Plan as follows:
(a) Year of Accrual Service - A transferred Employee's employment
with the Affiliated Employer shall not be recognized or credited for purposes of
determining Years of Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
Exhibit E
44
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ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend the Plan at any time. However, no amendment
will authorize or permit any part of the Trust Fund (other than any part that is
required to pay taxes and administration expenses) to be used for or diverted to
purposes other than for the exclusive benefit of the Participants or their
Beneficiaries or estates; no amendment will cause any reduction in the Accrued
Benefit of any Participant or cause or permit any portion of the Trust Fund to
revert to or become the property of the Employer; except to the extent such
amendment is required to qualify or maintain the qualification of the Plan under
the applicable sections of the Code. Any amendment will become effective as
provided therein upon its execution.
For the purposes of this paragraph, an amendment to the Pan which has
the effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to
any Participant prior to the amendment will be treated as reducing the Accrued
Benefit of a Participant, except that an amendment described in clause (b)
(other than an amendment having an effect described in clause (a)) will not be
treated as reducing the Accrued Benefit of a Participant to the extent to
provided in Regulations under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
12.2. Termination:
(a) The Employer, acting by its Board of directors, shall have
the right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4041 for a Standard Termination or a
Distress Termination. Upon any termination (full or partial), all amounts shall
be allocated in accordance with the provisions hereof and the
Exhibit E
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Accrued Benefit, to the extent funded as of such date, of each affected
Participant shall become fully vested and shall not thereafter be subject to
Forfeiture.
Upon termination of the Plan, the Employer, by notice to the
Trustee and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the
Participants, in cash or in kind, in a manner consistent with the requirements
of the Plan;
(2) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
(3) transfer of the assets of the Plan to another qualified
plan, provided that the trust to which the assets are transferred permits the
transfer to be made and, in the opinion of legal counsel for the Employer, the
transfer will not jeopardize the tax-exempt status of the Plan or create adverse
tax consequences for the Employer. The amounts transferred will be fully vested
at all times and will not be subject to forfeiture for any reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a)(21) of the Employer's intention to
terminate the Plan and the proposed date of termination. Such termination notice
must be provided at least sixty (60) days prior to the proposed termination
date. However, in the case of a standard termination, it shall not be necessary
to provide such notice to the Pension Benefit Guaranty Corporation (PBGC). As
soon as practicable after the termination notice is given, the Plan
Administrator shall provide a follow-up notice to the PBGC setting forth the
following:
(i) a certification of an enrolled actuary of the projected
amount of the assets of the Plan as of the proposed date of final distribution
of assets, the actuarial present value of the "benefit liabilities" (as defined
in ERISA Section 4001(a)(16) under the Plan as of the proposed termination date,
and confirmation that the Plan is projected to be sufficient for such "benefit
liabilities" as of the proposed date of final distribution;
(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
Exhibit E
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The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the follow-up notice is
sent to the PBGC, the Plan Administrator shall provide all Participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the time
the final distribution of assets occurs, the Plan is sufficient to meet all
"benefit liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the amount,
as of the proposed termination date, of the current value of the assets of the
Plan, the actuarial present value (as of such date) of the "benefit liabilities"
under the Plan, whether the Plan is sufficient for "benefit liabilities" as of
such date, the actuarial present value (as of such date) of benefits under the
Plan guaranteed under ERISA Section 4022, and whether the Plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date:
(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
Exhibit E
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The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(ii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such termination is necessary to enable the
Employer to pay its debts pursuant to a plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by the
PBGC that the Plan is sufficient for "benefit liabilities" or for "guaranteed
benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044(a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase or irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation, such
balance, if any, shall be returned to the Employer. The portion of the excess
attributable to Required Contributions shall be paid to the Participant who made
these contributions. In the case of a "distress termination" in which the PBGC
is unable to determine that the Plan is sufficient for guaranteed benefits, the
assets of the Plan shall only be distributed in accordance with proceedings
instituted by the PBGC.
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV
Exhibit E
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of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust Fund for
the Plan may be merged or consolidated with, or its assets and/or liabilities
may be transferred to, any other plan and trust. In the event of a merger,
consolidation or transfer, each Participant must receive a benefit immediately
after the merger, consolidation or transfer (as if the Plan had then been
terminated) which is at least equal to the benefit each Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation. Such transfer, merger or consolidation may not otherwise result
in the elimination or reduction of any benefit protected under Code Section
411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to
the contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
(b) The Trustee may, but will not be required to, commingle, hold
and invest as one Trust Fund all contributions made by Participating Employers,
as well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of employment
will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
Exhibit E
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(e) Any expenses of the Plan which are to be paid by the Employer
or borne by the Trust Fund will be paid by each Participating Employer in the
same proportion that the total amount standing to the credit of all Participants
employed by such employer bears to the total amount standing to the credit of
all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be deemed
to be a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for purposes of this Plan,
each Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions made by
a Participating Employer, as provided for in this Plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and the Beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. On the basis of the information furnished by the Plan
Administrator, the Trustee will keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the accounts and
credits of the Employees of each Participating Employer. The Trustee may, but
need not, register contracts so as to evidence that a particular Participating
Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer will
immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer will
be permitted to discontinue or revoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed will be delivered to the Trustee. The Trustee
will thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has been
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the
Exhibit E
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Employees of said Participating Employer. In no such event will any part of the
Trust Fund as it relates to such Participating Employer be used for or diverted
for purposes other than the exclusive benefit of the Employees for such
Participating Employer
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
ARTICLE XIV
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator at any time and in its sole discretion appoint a successor
whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administer the Plan in accordance with the terms of the
Plan and will have full power and authority to construe and resolve all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any determination by the Plan Administrator will be
final and binding upon all persons, and unless it can be shown to be arbitrary
and capricious will not be subject to "de novo" review. The Plan Administrator
may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in any manner and to any extent as it deems
necessary to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction be
nondiscriminatory and based upon principles consistent with the intent of the
Plan to continue to be deemed a qualified plan under the terms of Code Section
401(a). The Plan Administrator will have all powers necessary or appropriate to
accomplish its duties under this Plan.
14.3. Delegation of Powers: The Plan Administrator may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties. The Plan Administrator may delegate to such assistants and
representatives any powers and duties, both ministerial and discretionary, as it
deems expedient or appropriate.
Exhibit E
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14.4. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and any other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan
14.5. Records and Reports: The Plan Administrator will keep a record
of all actions taken. In addition, it will keep all other books, records, and
other data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.6. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.7. Majority Actions: Except where there has been an allocation and
delegation of administrative authority, if there shall be more than one Plan
Administrator, they shall act by a majority of their number, but may authorize
one of more of them to sign any documents on their behalf.
14.8. Expenses: All expenses and costs of administering the Plan may
be paid out of the Trust Fund unless actually paid by the Employer. Expenses
will include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust Fund as a reimbursement
will not be considered an Employer contribution.
14.9. Discretionary Acts: Any discretionary actions of the Plan
Administrator with respect to the administration of the Plan shall be made in a
manner which does not discriminate in favor of stockholders, officers and Highly
Compensated Employees.
14.10. Responsibility of Fiduciaries: The Plan Administrator and
members of the Administrative Committee, and their assistants and
representatives shall be free from all liability for their acts and conduct in
the administration of the Plan except for acts of willful misconduct; provided,
however, that the foregoing shall not relieve any of them from any liability for
any responsibility, obligation or duty they may have pursuant to ERISA or the
Code.
Exhibit E
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14.11. Indemnity by Employer: In the event of and to the extent not
insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer shall indemnify and hold harmless, to
the extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and representatives from any and all claims, demands, suits or
proceedings which may in connection with the Plan or Trust Agreement be brought
by the Employer's Employees, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.12. Claims Procedure: Claims for benefits under the Plan may be
filed with the Plan Administrator. Written notice of the disposition of a claim
will be furnished to the claimant within ninety (90) days after the application
is filed. In addition, in the event the claim is denied, the Plan Administrator
shall:
(a) state the specific reason or reasons for the denial,
(b) provide specific reference to pertinent Plan provisions on
which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant or his representative to perfect the
claim and an explanation of why such material or information is necessary, and
(d) explain the Plan's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Plan
Administrator will be entitled to request the Plan Administrator to give further
consideration to the claim by filing with the Plan Administrator a request for a
hearing. The request, together with a written statement of the reasons why the
claimant believes the claim should be allowed, must be filed with the Plan
Administrator within sixty (60) days after the claimant receives written
notification from the Plan Administrator regarding the denial of the claimant's
claim. The Plan Administrator will conduct a hearing within the next sixty (60)
days, at which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Plan Administrator) the claimant or his or her representative will
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance.
Either the claimant or the Plan Administrator may cause a court reporter to
attend the hearing and record the
Exhibit E
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proceedings, in which event a complete written transcript of the proceedings
will be furnished to both parties by the court reporter. The full expense of the
court reporter and transcripts will be borne by the parties causing the court
reporter to attend the hearing. A final decision as to the allowance of the
claim will be made by the Plan Administrator within sixty (60) days of the
hearing (unless there has been an extension of time due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). The final
decision will be written and will include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of any may, at the election
of the Plan Administrator, be paid from the Trust Fund or by the Employer.
15.2. Action by the Employer: Whenever the Employer under the terms of
the Plan is permitted or required to do or perform any act or matter or thing,
it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract of employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the
service of the Employer,
(b) to interfere with the right of the Employer to discharge any
Participant at any time,
Exhibit E
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(c) to give the Employer the right to require any Employee to
remain in its employ, or
(d) to affect any Employee's right to terminate employment at any
time.
15.4. Alienation: Subject to the exceptions provided below, no benefit
payable out of the Trust Fund to any person (including a Participant or the
Participant's Beneficiary) is to 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, or
charge will be void. Further, no such benefit shall in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
such person, nor shall it be subject to attachment or legal process for or
against such person.
This provision will not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of the
Plan.
This provision will not apply to the extent of a "Qualified
Domestic Relations Order" defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Plan Administrator
under the provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This Plan will be construed and enforced
according to ERISA and, the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan, and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and the corresponding provisions of any
subsequent laws, and the provisions of the Plan shall be construed to effectuate
such intention.
15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding is
brought regarding the Plan or Trust for the Plan established hereunder to which
the Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they will
be entitled to reimbursement from the Trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have become liable.
Exhibit E
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15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided
below and otherwise specifically permitted herein or by law, it shall be
impossible by operation of the Plan by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by any other means,
for any part of the corpus or income of any fund maintained pursuant to the Plan
or any funds contributed thereto to be used for, or diverted to, purposes other
than the exclusive benefit of former or current Participants, retired
Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination from
the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Notwithstanding any provisions of the Plan to the contrary,
all contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee must return the contribution within one year following the
disallowance. Earnings of the Plan attributable to the contribution for which
such deduction is disallowed may not be returned to the Employer, but any losses
attributable thereto must reduce the amount so returned.
Exhibit E
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15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make payments provided by any contract, or for the action of any
person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective Clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant,
a Participant's legal representative or Beneficiary, or to any guardian
appointed for the Participant or Beneficiary will, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will have
the following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to Section 4.1 hereof accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan."
16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under the Article herein entitled "Plan Benefits" accomplished by
applying the actuarial assumptions set forth in Schedule A attached hereto and
made a part hereof.
Exhibit E
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16.3. Administrative Committee: The person or persons or entity
appointed by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(c).
16.5. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of
the following, which are required to be aggregated:
(1) all the plans of the Employer in which a Key Employee is
a Participant during the Plan Year containing the Determination Date or any of
the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all
plans in the Required Aggregation Group in which the Determination Dates fall
within the same calendar year will be considered Top-Heavy Plans. If the
Required Aggregation is not a Top-Heavy Group, no plan in the Required
Aggregation Group will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of plans consisting
of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy
Exhibit E
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Plans. If the Permissive Aggregation Group is not a Top-Heavy Group, then no
plan in the Permissive Aggregation Group will be considered a Top-Heavy Plan.
(c) Any terminated plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under the terms of
the Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefit under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity.
16.8. Annuity: A single premium annuity contract or an annuity under a
group annuity contract purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.9. Average Monthly Compensation: The monthly Compensation of a
Participant averaged over the sixty (60) consecutive calendar months for which
such Participant's Compensation was highest within the last one hundred twenty
(120) calendar months of his employment as an Employee in the Eligible Class
immediately preceding his retirement date or his termination of employment or
the monthly compensation of a Participant averaged over his entire employment if
less than sixty (60) months. Such average shall be computed by dividing the
total of the participant's compensation for such sixty (60) calendar month
period (or less) by the number of months in that period for which such Employee
received compensation. The minimum average monthly compensation of a Participant
is the product of (a) and (b) where (a) equals the lesser of $1.00 and a
fraction, the numerator of which equals the total Hours of Service of the
Participant in the last 120 calendar months of his employment (or during the
total number of calendar months of his employment (or during the total number of
calendar months of his employment if less than 120 months) and the denominator
of which equals 20,000 (or 166.7 times the total number of calendar months of
his employment is less than 120 months); and (b) equals $1200 per month for the
1984 calendar year and for each calendar year thereafter the amount applicable
in the prior calendar year is increased by the percentage increase for the same
years of the contributions and the benefits base determined in the manner
described in Section 230 (b) of the Social Security Act as in effect on the
effective date (whether or not any such increase has become effective for any
calendar year). Notwithstanding the foregoing, in computing the compensation and
Average Monthly Compensation of a Participant who was a Participant under the
terms of the Akzona Incorporated Retirement Plan as in
Exhibit E
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effect immediately prior to the effective date of the Predecessor Plan, such a
Participant's "earnings" under the Akzona Incorporated Retirement Plan shall be
taken into account as compensation under this Plan and such Participant's
average Monthly Compensation under this Plan shall not be less than his "final
earnings" as determined under the terms of the Akzona Incorporated Retirement
Plan as in effect immediately prior to the effective date of the Predecessor
Plan.
16.10. Annuity Starting Date: The first day of the first period for
which an amount is paid as an annuity or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have occurred that
entitles the Participant to such benefit. In the case of a deferred annuity, the
Annuity Starting Date shall be the date on which the annuity payments are
scheduled to commence.
16.11. Beneficiary:
(a) The last person or persons designated by the Participant to
receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) Subject to the terms of any life insurance policy, any
designated Beneficiary may be changed from time to time. To change a Beneficiary
in a policy the Participant must inform the Plan Administrator and the Trustee
in writing. The Trustee must take immediate steps to complete the change with
the insurer but will not be liable for any delay in making the change, unless
caused by its gross negligence. No change of Beneficiary will be binding upon
the insurer until forms properly executed by the Trustee have been filed with
and acknowledged by the insurer at its home office.
(c) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(d) No spousal consent to a Beneficiary designation is required
if
(1) The Participant's Spouse has waived the right to be the
Participant's Beneficiary and such waiver is in accordance with the last
sentence of paragraph (c) above;
Exhibit E
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(2) it is established to the satisfaction of the Plan
Administrator that
(i) the Participant has no Spouse, or
(ii) the Participant's Spouse cannot be located;
(3) no spousal consent is required in accordance with
applicable Treasury or Department of Labor Requirements.
In such event, the designation of a Beneficiary shall be made on a
form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participant's Spouse must again consent in writing to any change in
Beneficiary unless the original consent acknowledged that the Spouse had the
right to limit consent only to a specific Beneficiary and that the Spouse
voluntarily elected to relinquish such right. In the event no valid designation
of Beneficiary exists at the time of the Participant's death, the death benefit
shall be payable to the Participant's estate.
16.12. Break in Service:
A 12-consecutive month period (computation period) during which the
Participant does not complete more than 500 Hours of Service with the Employer.
The computation period shall be the Plan Year unless a different
computation period is expressly stated.
16.13. Code: The Internal Revenue Code of 1986, including any
amendments thereto.
16.14. Compensation: A Participant's total cash compensation for
services rendered while in the Eligible Class, including shift differentials,
but excluding
(a) overtime pay, production or sales bonuses, commissions and
incentive compensation (in the year paid):
(b) Any amounts contributed by the Employment for the
Participant's benefit to this plan or any other profit sharing, pension, stock
bonus or other retirement or benefit plan maintained by the Employer;
(c) Any reimbursements for travel expenses, relocation
allowances, educational assistance allowances, awards and other special
allowances;
Exhibit E
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(d) Any income realized for federal income tax purposes as a
result of the grant of exercise of an option or options to acquire shares of
stock of any Affiliated Employer, the receipt of a cash appreciation payment in
lieu of the exercise of such an option or options, the disposition of shares
acquired on exercise of such an option, or the transfer of restricted shares of
stock, or restricted property, of an Affiliated Employer, or the removal of any
such restrictions;
(e) Any severance pay paid as a result of the Participant's
termination of employment; and
(f) Any compensation paid or payable to the Participant, or to
any governmental body or agency on account of the Participant, under the terms
of any state, federal or foreign law requiring the payment of such compensation
because of the Participant's voluntary or involuntary termination of employment
with the Employer.
Compensation shall also include any amount which is contributed by the
Employer pursuant to a salary reduction agreement under Code Section 401(k),
Section 402(e)(3) and Section 402(h), a simplified employee pension plan under
Code Section 408(k), a cafeteria plan under Code Section 125 or a tax-deferred
annuity under Code Section 403(b).
For years beginning after December 31, 1988, but before January 1,
1994, the Compensation of each Participant which may be taken into account for
determining all benefits provided under the Plan for any Plan Year will not
exceed $200,000, as adjusted under Code Section 415(d) of the Code, except that
the dollar increase in effect on January 1 of any calendar year is effective for
years beginning in such calendar year and the first adjustment to the $200,000
limitation is effected on January 1, 1990. For Plan Years beginning after
December 31, 1993, the Compensation of each Participant which may be taken into
account under the Plan will not exceed $150,000, except as adjusted as follows.
For any Plan Year beginning after December 31, 1994, such $150,000 annual
compensation limit shall be adjusted as provided under Code Section 415(d),
except that such adjustments shall only be made in increments of $10,000,
rounded down to the next lowest multiple of $10,000. Notwithstanding the
foregoing, if the Plan is maintained pursuant to one or more collective
bargaining agreements ratified before August 10, 1994, the above provision
limiting Compensation to $150,000 shall not apply to contributions made or
benefits accrued pursuant to such collective bargaining agreements for Plan
Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
Exhibit E
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(b) the date on which the last of such collective bargaining
agreements terminates, without regard to any extension, amendment, or
modification made on or after August 10, 1993.
If the period for determining compensation used in calculating an
Employee's benefit for a determination period is a short plan year (i.e. shorter
than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year, and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted applicable dollar limitation is
exceeded, then (except for purposes of determining the portion of compensation
up to the integration level if this plan provides for permitted disparity), the
limitation shall be prorated among the affected individuals in proportion to
each such individual's compensation as determined under this Section prior to
the application of this limitation or, the limitation shall be adjusted in
accordance with any other method permitted by Regulation or law.
If compensation for any prior determination period is taken into
account in determining an Employee's benefit for the current determination
period, the compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual compensation limit is
$200,000.
For purposes of applying the limitations of Code Section 415, "Code
Section 415 Compensation" will include the Participant's wages, salaries, fees
for professional service and other amounts for personal services actually
rendered in the course of employment with an Employer maintaining the Plan
(including, but not limited to, commissions paid to salesmen, compensation for
services on the basis of a percentage of profits, commissions on insurance
premiums, tips and bonuses and, in the case of a Participant who is an Employee
within the meaning of Code Section 401(c)(1) and the Regulations thereunder, the
Participant's Earned Income (as described in Code Section 401(c)(2) and the
Regulations thereunder)) paid during the Limitation Year. "415 Compensation"
will exclude:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
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(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludible from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415, "415
Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
16.15. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
16.16. Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the
last day of that Plan Year.
16.17. Direct Rollover: A direct rollover is a payment by the Plan to
an Eligible Retirement Plan specified by the Distributee.
16.18. Disability: A medically demonstrable physical or mental
condition which during the first two (2) years of any period of continuous total
and permanent disability results in the Participant's complete inability to
perform the duties of the occupation for which he was employed by the Employer
when such disability occurred and, thereafter, results of his inability to
engage in any business or occupation or to perform any work for compensation,
gain or profit for which he is reasonably fitted, as determined by the Plan
Administrator, by education, training or experience. The permanence and degree
of such incapacity will be supported by medical evidence. No Participant shall
be considered to have incurred a Disability and to be entitled to disability
benefits as a result of a self-inflicted injury, an injury or disease sustained
by the Participant as the result of willful participation in fights, riots or
civil insurrection, or caused by the illegal use of addictive drugs, while
committing or attempting to commit a crime or while in the service of the armed
forces of any country.
16.19. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the
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Employee's or former Employee's former Spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414(p) of the Code,
are Distributees with regard to the interest of the Spouse or former Spouse.
16.20 Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
16.21. Early Retirement Age: The date on which a Participant shall
have (a) attained age fifty-five (55), and (b) completed ten (10) years of
Vesting Service.
16.22. Early Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Early Retirement Age on
which the Participant elects to begin receiving his retirement benefits
hereunder.
16.23. Eligible Class: Salaried Employees of Sine Systems*Pyle
Connectors Corporation who shall have been employed at Pyle-National, Inc. on
the date before the date of the merger with The Sine Companies, Inc.
16.24. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to the surviving Spouse, an
Eligible Retirement Plan is only an individual retirement account or individual
retirement annuity.
16.25. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
16.26. Employee: Any person in the employ of the Employer or of any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, excluding any person who is an independent
contractor.
The term Employee will also include any Leased Employee deemed to be
an Employee of any employer described in the previous paragraph as provided in
Sections 414(n) or (o) of the Code.
Exhibit E
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16.27. Employer: Sine Systems*Pyle Connectors Corporation, any
successor which will maintain this Plan and any predecessor which has maintained
this Plan.
16.28. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.29. ERISA: The Employee Retirement Income Act of 1974, as it may
from time to time be amended or supplemented.
16.30. Family Member: The Employee's Spouse, any of the Employee's
lineal descendents and ascendants and the spouses of the Employee's lineal
descendents and ascendants, all as described in Code Section 414(q)(6)(B).
16.31. Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.32. Five Year Preretirement Survivor Annuity: An annuity form of
payment for a period of five (5) years payable to the Beneficiary of a
Participant who dies prior to his Annuity Starting Date in an amount equal to
the benefit that would have been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired on the Earliest Retirement Age with an immediate
Single Life Annuity with five years certain, and
(d) died on the day after the Earliest Retirement Age.
16.33. Forfeiture: That portion of a Participant's Accrued Benefit
that is not vested, and occurs on the earlier of:
(a) the distribution of the entire vested portion of a
Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
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Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.34. Highly Compensated Employee: An Employee who, on the snapshot
day:
(a) is a five percent (5%) owner (as defined in the definition of
"Key Employee");
(b) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(B) (as adjusted pursuant to Section
415(d) of the Code);
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day that
are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year greater than or
equal to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
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(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.35. Highly Compensated Participant: A Highly Compensated Employee
who has satisfied the eligibility requirements and is participating in the Plan.
16.36. Hour of Service:
(1) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer (with each overtime hour
being taken into account as if it were a normal work hour). These hours will be
credited to the Employee for the computation period in which the duties are
performed.
(2) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, during the
applicable computation period. Notwithstanding the above,
(a) except with respect to military duty or while a
Participant is suffering a Disability, no more than 3,490 Hours of Service shall
be credited to an Employee an account of any single continuous period during
which the Employee performs no duties (whether or not such period occurs in a
single computation period);
(b) an hour for which an Employee is directly or indirectly
paid, or entitled to payment, on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
worker's compensation, or unemployment compensation or disability insurance
laws; and
(c) Hours of Service shall not be credited for a payment
which solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.
For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the
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Employer directly, or indirectly through, among others, a trust fund, or
insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.
(3) Each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited both under paragraph (1) or paragraph (2), as the
case may be, and under this paragraph (3). These hours will be credited to the
Employee for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award, agreement or
payment is made.
Hours of Service will be credited form employment with other members
of an affiliated service group (under Code Section 414(m)), a controlled group
of corporations (under Code Section 414(b)), or a group of trades or businesses
under common control (under Code Section 414(c)) of which the adopting Employer
is a member, and any other entity required to be aggregated with the Employer
pursuant to Code Section 414(o) and the Regulations thereunder.
Hours of Service will also be credited for any individual considered
an Employee for purposes of this Plan under Code Section 414(n) or Code Section
414(o) and the Regulations thereunder.
The provisions of Department of Labor Regulations 2530.200b-2(b) and
(c) are incorporated herein by reference.
Solely for purposes of determining whether a Break in Service for
eligibility or vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons will
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such absence. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence.
(1) by reason of the pregnancy of the individual,
(2) by reason of a birth of a child of the individual,
(3) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
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The Hours of Service credited under this paragraph will be credited
(i) in the computation period in which the absence begins if the crediting is
necessary to prevent a Break in Service in that period, or (ii) in all other
cases, in the following computation period.
Service will be determined on the basis of actual hours for which an
Employee is paid or entitled to payment.
16.37. Inactive Participant: A former active Participant who has an
Accrued Benefit.
16.38. Key Employee: An Employee who, at any time during the Plan Year
or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Code for any Plan Year;
(b) one of the ten (10) Employees having Compensation from the
Employer of more than the limitation in effect under Section 415(c)(1)(A) of the
Code and owning (or considered as owning within the meaning of Code Section 318)
the largest interest in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent (5%)
owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer, or in the case of an unincorporated
business, any person who owns more than five percent (5%) of the capital or
profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having Compensation
from the Employer of more than $150,000. "one percent (1%) owner" means any
person who owns (or is considered as owning within the meaning of Code Section
318) more than one percent (1%) of the outstanding stock of the Employer or
stock possessing more than one percent (1%) of the total combined voting power
of all Stock of the Employer, or in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest in
the Employer.
For purposes of paragraph (a), no more than the lesser of (i) fifty
Employees, or (ii) the greater of ten percent (10%) of the Employees or three
Employees will be treated as officers. For purposes of paragraph (b), if two
Employees have the same interest in the Employer, the Employee having greater
Compensation from the Employer will be treated as having a larger interest. Such
term will not include any
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officer or Employee of an entity referred to in Section 414(d) of the Code
(relating to governmental plans). For purposes of determining the number of
officers taken into account under paragraph (a), Employees described in Section
414(q)(8) of the Code will be excluded.
16.39. Late Retirement Date: The first day of the month selected by a
Participant for commencement of retirement benefits which follows a
Participant's Normal Retirement Date and is no later than the earlier of
(1) the first day of the month coinciding with (immediately
following, if none coincides with) the date the Participant ceases to be an
Employee, or
(2) the first day of the month in which the Participant
performs no more than 40 Hours of Service. A later retirement date may apply if
the Participant so elects.
16.40. Leased Employee: Any person (other than an Employee of the
Employer) who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed for the Employer (or for the Employer and
related persons determined in accordance with Section 414(n)(6) of the Code)
services of a type historically performed by employees in the business field of
the Employer on a substantially full-time basis for a period of at least one
year. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the Employer will
be treated as provided by the Employer.
A Leased Employee will not be considered an Employee of the Employer
if:
(a) such Leased Employee is covered by a money purchase pension
plan providing:
(1) a nonintegrated employer contribution rate of at least
ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's Non-Highly Compensated Employees.
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16.41. Limitation Year: The Plan Year.
16.42. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
16.43. Non-Key Employee: Any Employee who is not a Key Employee.
16.44. Normal Form of Benefit: A Straight Life Annuity.
16.45. Normal Retirement Age: Age Sixty-five (65).
16.46. Normal Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Normal Retirement Age.
16.47. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.48. Participating Employer: Any corporation or entity, other than
the Employer, whether an affiliate or subsidiary of the Employer or not, who,
with the consent of the Employer and the Trustee, adopts the Plan and all of the
provisions hereof by a properly executed document evidencing said intent of such
Participating Employer.
16.49. Period of Military Duty: The period of time from the date the
Employee was first absent from active work for the Employer because of duty in
the armed forces of the United States to the date the Employee was re-employed
by the Employer at a time when the Employee had a right to re-employment in
accordance with seniority rights as protected under Section 2021 through 2026 of
Title 38 of the U.S. Code.
16.50. Plan: The Employer's qualified retirement plan as set forth in
this document, and as hereafter amended, known as the Pyle-National Retirement
Plan for Salaried Employees.
16.51. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan Administrator shall be a named "fiduciary", as referred to in Section
402(a) of ERISA, with respect to the management, operation and administration of
the Plan.
16.52. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year and ending the following December 31.
16.53. Predecessor Employer: A firm absorbed by the Employer by change
of name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
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16.54. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial methods and assumptions set forth in Schedule A.
16.55. Primary Social Security Retirement Benefit: The estimated
Primary Insurance Amount to which the Participant is entitled at his Normal
Retirement Date or Late Retirement Date, if later. If a Participant's Normal
Retirement Date or Late Retirement Date precedes his Social Security Retirement
Age, his Primary Insurance Amount will be decreased by the applicable reduction
factor provided under Title II of the federal Social Security Act for the period
between Normal Retirement Date or Late Retirement Date and his Social Security
Retirement Age. If a Participant retires after his Social Security Retirement
Age, his Primary Insurance Amount will be increased by the applicable delayed
retirement credit provided under Title II of the federal Social Security Act for
the period between his Social Security Retirement Age and his actual retirement
date or age seventy (70), whichever is earlier. The failure of the Participant
to receive such amount or any portion thereof for whatever reason shall be
disregarded. When determining the Participant's Primary Insurance Amount, it
will be assumed that the Participant received Compensation for all prior years
by applying a retrospective salary scale to the Participant's Compensation which
he received during the plan year preceding his last day of employment. This
retrospective salary scale will be based on the actual past changes in the
national average wages from year to year as determined by the Social Security
Administration. The application of this retrospective salary scale to the
Participant's Compensation which he received during the plan year preceding his
last day of employment will produce an estimate of Compensation from the
Participant's last day of employment backwards to the calendar year of the
Participant's eighteenth birthday. If a Participant's last day of employment
occurs before his 65th birthday, his Compensation which he received during the
Plan Year preceding his last day of employment will be assumed to continue from
his last day of employment to his 65th birthday for purposes of determining his
Primary Insurance Amount. However, if the Participant provides the Employer with
satisfactory evidence of the Participant's actual past compensation for such
prior years and if such past compensation is treated as wages under the Social
Security Act, the Plan must use such actual past compensation. The Plan must
provide written notice to each Participant of the Participant's right to supply
actual compensation history and of the financial consequences of failing to
supply such history. The notice must be given each time the summary plan
description is provided to the Participant and must also be given upon the
Participant's separation from service. The notice must also state that the
Participant can obtain the actual compensation history from the Social Security
Administration.
16.56. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Accrued
Benefit and which meets the requirements of Code Section 414(p).
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16.57. Qualified Joint and Survivor Annuity: An annuity for the life
of the Participant with a survivor annuity for the life of the Participant's
Spouse equal to fifty percent (50%) of the amount of the annuity payable during
the joint lives of the Participant and the Participant's Spouse, and which is
the Actuarial Equivalent of the Normal Form of Benefit.
16.58. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired on the Earliest Retirement Age with an immediate
Qualified Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.59. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following a Break in
Service.
16.60. Re-entry Date: The date an Inactive Participant re-enters the
Plan.
16.61. Regulation. Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
16.62. Retirement: Termination of employment while in the Eligible
Class:
(a) after the Participant attains Normal Retirement Age,
(b) after the Participant attains Early Retirement Age, or
(c) due to Disability.
16.63. Social Security Retirement Age: The age used as the retirement
age under Section 216(1) of the Social Security Act, except that such Section
shall be applied without regard to the age increase factor and as if the early
retirement age under Section 216(1)(2) of such Act were sixty-two (62).
Exhibit E
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16.64. Spouse: The legal husband or wife or surviving husband or wife
of the Participant who is married to, and not legally separated or divorced from
the Participant, provided that a person who was formerly legally married to a
Participant will be treated as the Spouse or surviving Spouse and a person who
is currently legally married to a Participant will not be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.
16.65. Straight Life Annuity: An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant's death.
16.66. Super Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, "90%" were substituted for "60%" where it appears in
the definition of "Top-Heavy Plan".
16.67. Top-Heavy Group: Any Aggregation Group for which the sum as of
the Determination Date of
(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under
all defined contribution plans in the Aggregation Group, exceeds sixty percent
(60%) of the similar sum determined for all Employees.
16.68. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under this Plan and any
other defined benefit plan of the Employer which is included with this Plan in
an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416(g)(3), distributions
from such plans during the five-year period ending on the Determination Date
will be added to said Accrued Benefits and said aggregate of present values of
the cumulative accrued benefits (both for Key Employees and all Key Employees
and Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g)(4)(A) and (B), rollover contributions or similar transfers
initiated by an
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Employee and made after December 31, 1983, and benefits and accounts of an
Employee who was a Key Employee but who will have ceased to be a Key Employee
will not be taken into account for purposes of determining whether the Plan is a
Top-Heavy Plan.
To the extent required by Code Section 416(g)(4)(E), if an
Employee has not performed services for the Employer at any time during the five
(5) year period ending on the Determination Date, any Accrued Benefits and
present value of cumulative accrued benefits for such Employee will not be taken
into account in determining whether the Plan is a Top-Heavy Plan.
16.69. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the Determination Date(s), all determined in accordance
with Section 416 of the Code and the Regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the Top-Heavy Ratio are increased for any distribution of an accrued benefit
made in the 5-year period ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
Regulations thereunder. Deductible Employees contributions will not be taken
into account for purposes of computing the Top-Heavy Ratio. When aggregating
plans the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
Exhibit E
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The accrued benefit of a Participant other than a Key Employee shall
be determined under (a) the method, if any, that uniformly applied for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C)
of the Code.
16.70. Top-Paid Group: The group consisting of the top twenty percent
(20%) of Employees when ranked on the basis of Compensation paid during such
year. For purposes of determining the number of Employees in the group (but not
for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of service
with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (17 1/2) hours per week.
(c) Employees who normally do not work for the Employer more than
six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who are
covered by an agreement
between Employee representatives and the Employer, where retirement benefits
were the subject of good faith bargaining, provided that ninety percent (90%) or
more of the Employer's Employees are covered by the agreement.
(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
16.71. Trust Agreement: The instrument executed by the Employer and
the Trustee fixing the rights and liabilities of each with respect to holding
and administering Plan assets for the purposes of the Plan.
16.72. Trust Fund: The assets of the Plan as held and administered by
the Trustee.
16.73. Trustee: The trustees named in the Trust Agreement and their
successors.
16.74. Valuation Date: The Anniversary Date of the Plan or such other
date as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
Exhibit E
77
<Page>
16.75. Year of Accrual Service: The sum of:
(a) The total of an Employee's Benefit Service with the Employer
before November 30, 1983, under the Akzona Incorporated Retirement Plan (the
"Akzona Plan"), determined according to the provisions of the Akzona Plan in
effect prior to November 30, 1983.
(b) The total of an Employee's Years of Service while in the
Eligible Class earned on and after November 30, 1983, expressed as whole years
and fractional parts of a year.
(c) Accrual Service is modified as follows:
(1) Predecessor Employer Service. An Employee's service with
a Predecessor Employer shall not be included as service with the Employer except
to the extent to which the Employer by resolution of its Board of Directors
specifies that such employment is to be taken into account with respect to a
nondiscriminatory group of employees.
(2) Military Duty. A Period of Military Duty shall be
included as service with the Employer to the extent it has not already been
credited. For purposes of crediting Hours of Service during the Period of
Military Duty, an Hour of Service shall be credited (without regard to the 501
Hour of Service limitation) for each hour an Employee would normally have been
scheduled to work for the Employer during such period.
(3) Rule of Parity. In the case of an Employee who does not
have any unforfeitable right to any Accrued Benefit derived from employer
contributions, Years of Accrual Service before a period of consecutive Breaks in
Service will not be taken into account in computing Years of Accrual Service if
the number of consecutive Breaks in Service in such period equals or exceeds the
greater of five (5) or the aggregate number of Years of Accrual Service. Such
aggregate number of Years of Accrual Service will not include any Years of
Accrual Service disregarded under the preceding sentence by reason of prior
Breaks in Service.
16.76. Year of Eligibility Service. An Employer shall be credited with
one Year of Eligibility Service for each computation period in which such
Employee is credited with at least 1,000 Hours of Service.
The computation period shall be the twelve (12) month period
commencing on the Employee's Employment Commencement Date and anniversaries
thereof.
Exhibit E
78
<Page>
16.77. Years of Service: A twelve (12) consecutive month period
(computation period) during which the Employee completes at least One Thousand
(1,000) Hours of Service.
The computation period shall be the twelve (12) month period
commencing on the Employer's Employment Date and anniversaries thereof for all
purposes unless a different computation period is expressly stated.
16.78. Year of Vesting Service: The total of an Employee's Years of
Service for each computation period in which an Employee is credited with at
least 1,000 Hours of Service.
The computation period shall be the twelve (12) month period
commencing on the Employer's Employment Commencement Date and anniversaries
thereof unless a different computation period is expressly stated.
IN WITNESS WHEREOF, the amended and restated PYLE-NATIONAL RETIREMENT
PLAN FOR SALARIED EMPLOYEES is, by authority of its Board of Directors, adopted
on the day and year first above written.
AMPHENOL CORPORATION
By
---------------------------------
ATTEST:
- ---------------------------------
Exhibit E
79
<Page>
Schedule A
For purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
<Table>
<Caption>
Optional Form of Benefit Adjustment Factor
5 Years Certain & Life 98% of Normal Form of Benefit.
10 Years Certain & Life Benefit 93% of Normal Form of Benefit.
Joint & Survivor with
Continuation to Joint Annuitant at
50% 91% of Normal Form of Benefit adjusted as indicated
below.
75% 87% of Normal Form of Benefit adjusted as indicated
below.
100% 83% of Normal Form of Benefit adjusted as indicated
below.
Adjustment to Joint & Survivor Factors If the age of the Joint Annuitant exceeds the age of
the participant by more than five years, the factor
is increased by 1% for each such year of age
difference in excess of five years.
If the age of the participant exceeds the
age of the Joint Annuitant by more than
five years, the factor is decreased by 1% for
each year of age difference in excess of five years.
</Table>
Exhibit E
80
<Page>
Schedule A
(continued)
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
Mortality 1984 Unisex Pension
Mortality Table with no
age set back.
Interest The Pension Benefit
Guaranty Corporation
interest rates which
are in effect as of the
first day of the plan
year in which the
distribution occurs and
which are used for the
purpose of determining
the present value of a
lump sum distribution
on plan termination.
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table
prescribed by the Secretary of the Treasury. Such table shall be based on the
prevailing commissioners' standard table (described in Code Section
807(d)(5)(A)) used to determine reserves for group annuity contracts issued on
the date as of which present value is being determined (without regard to any
other subparagraph of Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of interest
on 30-year Treasury securities determined as of the second calendar month (the
lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
For all other purposes than those noted above, actuarial equivalence shall be
determined by using the following assumptions:
<Table>
Mortality 1984 Unisex Pension
Mortality Table with no
age set back.
Interest 7.5%
</Table>
Exhibit E
81
<Page>
EXHIBIT: F
ELIGIBLE CLASS:
(a) Employment at the Pyle-National Division, represented
by the General Service Employees' Union, Local No. 73 of the Service Employees'
International Union AFL-CIO.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
Exhibit F
<Page>
PYLE-NATIONAL RETIREMENT PLAN
FOR HOURLY EMPLOYEES
Exhibit F
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements................................................................1
1.2. Service Computation Period..............................................................1
1.3. Service Credit..........................................................................2
1.4. Change in Classification of Employment..................................................2
ARTICLE II.
EMPLOYER CONTRIBUTIONS;
2.1. Payment of Contributions................................................................2
2.2. Limitation on Contributions.............................................................3
2.3. Time of Payment.........................................................................3
2.4. No Additional Liability.................................................................3
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions..................................................................3
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefits..............................................................4
4.2. Normal Form of Retirement Benefit.......................................................5
4.3. Early Retirement Benefit................................................................5
4.4. Late Retirement Benefit.................................................................6
4.5. Disability Benefits.....................................................................7
4.6. Death Benefits..........................................................................8
4.7. Benefits on Termination of Employment-Deferred
Vested Pension.....................................................................10
4.8. In-Service Benefits.....................................................................11
4.9. Restoration of Benefit..................................................................11
4.10. Non-Duplication of Benefits.............................................................12
4.11. Minimum Benefit for Top Heavy Plan......................................................12
4.12 Transfers; Service with Affiliated Employers............................................14
</Table>
Exhibit F
- i -
<Page>
<Table>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit..................................................................14
5.2. Adjustments to Annual Benefit and Limitations...........................................15
5.3. Annual Benefit not in Excess of $10,000.................................................17
5.4. Participation or Service Reductions.....................................................17
5.5. Multiple Plan Reduction.................................................................18
5.6. Incorporation by Reference..............................................................21
ARTICLE VI.
VESTING
6.1. Vesting Rights..........................................................................21
6.2. Top-Heavy Vesting.......................................................................21
6.3. Service Computation Period..............................................................22
6.4. Service Credit..........................................................................22
6.5. Vesting Break in Service................................................................22
6.6. Vesting on Distribution Before Break in Service;
Cash-outs..........................................................................23
6.7. Amendment of Vesting Schedule...........................................................23
6.8. Amendments Affecting Vested and/or Accrued Benefit......................................24
6.9. No Divestiture for Cause................................................................24
6.10. Employee Contributions..................................................................24
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice..................................................................................25
7.2. Waiver of Thirty (30) Day Notice Period.................................................25
7.3. Automatic Form of Payment...............................................................25
7.4. Optional Forms of Benefit...............................................................26
7.5. Actuarial Equivalent Benefit............................................................27
7.6. Distribution of Required Contribution Account...........................................27
7.7. Payment Without Participant Consent.....................................................27
7.8. Restrictions on Immediate Distributions.................................................27
7.9. Limitation of Benefits on Plan Termination..............................................28
7.10. Early Plan Termination Restrictions.....................................................30
7.11. Suspension of Benefits..................................................................32
7.12. Restrictions on Commencement of Retirement Benefits.....................................33
7.13. Minimum Distribution Requirements.......................................................34
7.14. TEFRA Election Transitional Rule........................................................37
7.15. Distribution of Death Benefit...........................................................38
7.16. Date Distribution Deemed to Begin.......................................................39
</Table>
Exhibit F
- ii -
<Page>
<Table>
7.17. Distribution Pursuant to Qualified Domestic
Relations Orders...................................................................39
7.18. Payment to a Person Under a Legal Disability............................................39
7.19. Unclaimed Benefits Procedure............................................................40
7.20. Direct Rollovers........................................................................40
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions.............................................................40
8.2. Payment of Qualified Joint And Survivor Annuity.........................................40
8.3. Payment of Qualified Pre-Retirement Survivor Annuity....................................40
8.4. Notice Requirements For Qualified Joint And
Survivor Annuity...................................................................41
8.5. Notice Requirements For Qualified Pre-Retirement
Survivor Annuity...................................................................41
8.6. Qualified Election......................................................................42
8.7. Election Period.........................................................................43
8.8. Pre-Age Thirty-five (35) Waiver.........................................................43
8.9. Transitional Joint And Survivor Annuity Rules...........................................43
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders.....................................................45
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans, Rollovers.........................................47
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class..........................................................47
11.2. Transfer From Salaried Employment.......................................................48
11.3. Transfer From Hourly Employment.........................................................48
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1 Amendment of the Plan...................................................................49
12.2. Termination.............................................................................49
12.3. Merger or Consolidation of the Plan.....................................................53
</Table>
Exhibit F
- iii -
<Page>
<Table>
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers.............................................................53
13.2. Requirements of Participating Employers.................................................53
13.3. Designation of Agent....................................................................54
13.4. Employee Transfers......................................................................54
13.5. Participating Employer's Contribution...................................................54
13.6. Discontinuance of Participation.........................................................54
13.7. Plan Administrator's Authority..........................................................55
ARTICLE XIV.
ADMINISTATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee...........................................55
14.2. Plan Administrator......................................................................55
14.3. Delegation of Powers....................................................................55
14.4. Appointment of Advisers.................................................................56
14.5. Records and Reports.....................................................................56
14.6. Information From Employer...............................................................56
14.7. Majority Actions........................................................................56
14.8. Expenses................................................................................56
14.9. Discretionary Acts......................................................................56
14.10. Responsibility of Fiduciaries...........................................................56
14.11. Indemnity by Employer...................................................................57
14.12. Claims Procedure........................................................................57
ARTICLE XV.
GENERAL
15.1. Bonding.................................................................................58
15.2. Action by the Employer..................................................................58
15.3. Employment Rights.......................................................................58
15.4. Alienation..............................................................................59
15.5. Governing Law...........................................................................59
15.6. Conformity to Applicable Law............................................................59
15.7. Usage...................................................................................59
15.8. Legal Action............................................................................59
15.9. Exclusive Benefit.......................................................................60
15.10. Prohibition Against Diversion of Funds..................................................60
15.11. Return of Contribution..................................................................60
15.12. Employer's Protective Clause............................................................61
15.13. Insurer's Protective Clause.............................................................61
</Table>
Exhibit F
- iv -
<Page>
<Table>
15.14. Receipt and Release for Payments........................................................61
15.15. Headings................................................................................61
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit.........................................................................61
16.2. Actuarial Equivalent....................................................................62
16.3. Administrative Committee................................................................62
16.4. Affiliated Employer.....................................................................62
16.5. Aggregation Group.......................................................................62
16.6. Anniversary Date........................................................................63
16.7. Annual Benefit..........................................................................63
16.8. Annualized Rate or Pay..................................................................63
16.9. Annuity.................................................................................63
16.10. Average Monthly Compensation............................................................63
16.11. Annuity Starting Date...................................................................63
16.12. Basic Earnings..........................................................................64
16.13. Beneficiary.............................................................................64
16.14. Break in Service........................................................................65
16.15. Code 65
16.16. Compensation............................................................................65
16.17. Compensation Year.......................................................................67
16.18. Controlled Group........................................................................67
16.19. Determination Date......................................................................68
16.20. Direct Rollover.........................................................................68
16.21. Disability..............................................................................68
16.22. Distributee.............................................................................68
16.23. Earliest Retirement Date................................................................68
16.24. Early Retirement Age....................................................................68
16.25. Early Retirement Date...................................................................68
16.26. Eligible Class..........................................................................68
16.27. Eligible Retirement Plan................................................................68
16.28. Eligible Rollover Distribution..........................................................69
16.29. Employee................................................................................69
16.30. Employer................................................................................69
16.31. Employment Commencement Date............................................................69
16.32. ERISA...................................................................................69
16.33. Family Member...........................................................................69
16.34. Fiscal Year.............................................................................69
16.35. Forfeiture..............................................................................69
16.36. Highly Compensated Employee.............................................................70
16.37. Highly Compensated Participant..........................................................71
16.38. Hour of Service ........................................................................71
</Table>
Exhibit F
- v -
<Page>
<Table>
16.39. Inactive Participant....................................................................73
16.40. Key Employee............................................................................73
16.41. Late Retirement Date....................................................................74
16.42. Leased Employee.........................................................................74
16.43. Limitation Year.........................................................................75
16.44. Non-Highly Compensated Employee.........................................................75
16.45. Non-Key Employee........................................................................75
16.46. Normal Form of Benefit..................................................................75
16.47. Normal Retirement Age...................................................................75
16.48. Normal Retirement Date..................................................................75
16.49. Participant.............................................................................75
16.50. Participating Employer..................................................................75
16.51. Period of Military Duty.................................................................75
16.52. Period of Service.......................................................................75
16.53. Period of Severance.....................................................................76
16.54. Plan....................................................................................76
16.55. Plan Administrator......................................................................76
16.56. Plan Year...............................................................................76
16.57. Predecessor Employer....................................................................76
16.58. Present Value of Accrued Benefit........................................................76
16.59. Qualified Domestic Relations Order......................................................76
16.60. Qualified Early Retirement Age..........................................................76
16.61. Qualified Joint and Survivor Annuity....................................................77
16.62. Qualified Pre-Retirement Survivor Annuity...............................................77
16.63. Re-employment Commencement Date.........................................................77
16.64. Re-entry Date...........................................................................77
16.65. Regulation..............................................................................77
16.66. Required Contribution Account...........................................................77
16.67. Required Contribution Accrued Benefit...................................................78
16.68. Required Contributions..................................................................78
16.69. Retirement..............................................................................78
16.70. Single-Sum Death Benefit................................................................79
16.71. Social Security Retirement Age..........................................................79
16.72. Spouse..................................................................................79
16.73. Straight Life Annuity...................................................................79
16.74. Super Top-Heavy Plan....................................................................79
16.75. Top-Heavy Group.........................................................................79
16.76. Top-Heavy Plan..........................................................................79
16.77. Top-Heavy Ratio.........................................................................80
16.78. Top-Paid Group..........................................................................81
16.79. Transfer Value..........................................................................82
16.80. Trust Agreement.........................................................................82
16.81. Trust Fund..............................................................................82
16.82. Trustee.................................................................................82
</Table>
Exhibit F
- vi -
<Page>
<Table>
16.83. Valuation Date..........................................................................82
16.84. Year of Accrual Service.................................................................82
16.85. Year of Eligibility Service.............................................................83
16.86. Year of Service.........................................................................84
16.87. Year of Vesting Service.................................................................84
</Table>
Exhibit F
- vii -
<Page>
PYLE-NATIONAL RETIREMENT PLAN
FOR HOURLY EMPLOYEES
BY RESOLUTION of its Board of Directors, on the day of
, 19 , AMPHENOL CORPORATION, a Delaware corporation, has approved and
adopted a Defined Benefit Pension Plan for certain Employees, effective as of
the first day of January, 1989, which amends and restates the PYLE-NATIONAL
RETIREMENT PLAN FOR HOURLY EMPLOYEES under a restated agreement dated August 8,
1989 (hereinafter referred to as the "Predecessor Plan"). This amended and
restated Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee who
(a) is represented for collective bargaining
purposes by the General Service Employees' Union, Local No. 73 of the Service
Employees International Union, AFL-CIO,
(b) has completed one (1) Year of Eligibility
Service,
(c) has attained twenty-one (21) years of age,
and
(d) agrees in writing to make Required
Contributions
will become a Participant on the first day of the calendar quarter coinciding
with or next following the date such requirements are satisfied, provided said
Employee is still employed by the Employer and in the Eligible Class as of such
date. If not employed in the Eligible Class on such date, the Employee will
become a Participant as of the date he first performs an Hour of Service as an
eligible Employee if a Break in Service has not occurred.
1.2. Service Computation Period:
For purposes of determining Years of Eligibility
Service and Breaks in Service for purposes of eligibility, the initial
eligibility computation period is the 12-consecutive month period beginning on
the Employee's Employment Commencement Date.
The succeeding 12-consecutive month periods commence
with the first Plan Year which commences prior to the first anniversary of the
Employee's employment-commencement date regardless of whether the Employee is
entitled to be credited with 1,000 Hours of Eligibility Service during the
initial eligibility computation
Exhibit F
- 1 -
<Page>
period. An Employee who is credited with 1,000 Hours of Eligibility Service in
both the initial eligibility computation period and the first Plan Year which
commences prior to the first anniversary of the Employee's initial eligibility
computation period will be credited with two Years of Eligibility Service.
1.3. Service Credit: All Years of Service with the
Employer are counted toward Years of Eligibility Service except the following:
In the case of a Participant who does not have any
nonforfeitable right to the Accrued Benefit derived from Employer contributions,
Years of Eligibility Service before a period of consecutive Breaks in Service
will not be taken into account in computing service if the number of consecutive
Breaks in Service in such period equals or exceeds the greater of five (5) or
the aggregate number of Years of Eligibility Service completed by the Employee
before such break. Such aggregate number of Years of Eligibility Service will
not include any Years of Eligibility Service disregarded under the preceding
sentence by reason of prior Breaks in Service.
If a Participant's Years of Eligibility Service are
disregarded pursuant to the preceding paragraph, such Participant will be
treated as a new Employee for eligibility purposes. If a Participant's Years of
Eligibility Service may not be disregarded pursuant to the preceding paragraph,
such Participant will continue to participate in the Plan, or, if terminated,
will participate immediately upon reemployment in the Eligible Class and
completion of a written election to make Required Contributions.
1.4. Change in Classification of Employment: In the event
a Participant is no longer a member of the Eligible Class of Employees and
becomes ineligible to participate but has not incurred a Break in Service, such
Employee will participate immediately upon returning to the Eligible Class of
Employees. If such Participant incurs a Break in Service, eligibility will be
determined under the Break in Service rules of the Plan.
In the event an Employee who is not a member of the Eligible
Class of Employees becomes a member of the Eligible Class, such Employee will
participate immediately upon completing a participation form permitting the
Employer to retain Required Contributions if such Employee has satisfied the
minimum age and service requirements and would have otherwise previously become
a Participant.
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall
contribute to the Plan from time to time such amounts as the Plan Administrator
and the Employer shall determine are necessary to provide Plan benefits. Such
amounts shall be determined
Exhibit F
- 2 -
<Page>
under accepted actuarial methods and assumptions, and may be contributed in cash
or property.
2.2. Limitation on Contribution: Notwithstanding the
foregoing, the Employer's contribution for any Plan Year will not exceed the
maximum amount allowable as a deduction to the Employer under Code Section 404,
except to the extent necessary to satisfy the minimum funding standard required
under Code Section 412 or to correct an error, in which event, the Employer
shall make a contribution to the Plan even if it causes the limitation under
Code Section 404 to be exceeded.
2.3. Time of Payment: The Employer will pay to the
Trustee its contribution to the Plan for each Plan Year, within the time
prescribed by law, including extensions of time, for the filing of the
Employer's federal income tax return for the Fiscal Year. The Employer will pay
to the Trustee any Required Contributions as of the earliest date on which such
contributions can reasonably be segregated from the Employer's general assets,
but in any event within ninety (90) days from the date on which such amounts
would otherwise have been payable to the Participant in cash. In no event,
however, will payment to the Trustee be made after the expiration of the time
limit prescribed for satisfaction of the minimum funding requirements of Code
Section 412.
2.4. No Additional Liability: The pension benefits to be
provided under the Plan shall be only such as can be provided by the assets of
the Trust Fund and, except as provided by law, there shall be no liability or
obligation on the part of the Employer to make any further contributions to the
Plan in the event of its termination. Except as otherwise required by ERISA or
other applicable law, no liability for the payment of benefits hereunder shall
be imposed upon the Employer, or the officers, directors or stockholders of the
Employer.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contribution:
As a condition for receiving benefits, each Participant shall
agree to make Required Contributions. Such Required Contributions shall be made
in accordance with written procedures established by the Employer and Plan
Administrator.
The amount of each Required Contribution will be equal to
three percent (3%) of such Participant's Compensation during the month while in
the Eligible Class not in excess of Five Hundred Dollars ($500), plus five
percent (5%) of his Compensation during the month while in the Eligible Class in
excess of Five Hundred Dollars ($500).
Exhibit F
- 3 -
<Page>
A Participant shall not make Required Contributions during the
period he is receiving Disability Benefits as provided in Article IV.
The Participant's Required Contribution Account is fully
(100%) vested and nonforfeitable at all times.
Withdrawals from the Required Contribution Account are not
permitted prior to termination of employment.
A Participant may discontinue his Required Contributions by
notifying the Employer of his election at least 10 days prior to the end of an
applicable pay period in accordance with the written procedures established by
the Employer.
Any Participant who has elected to discontinue his Required
Contributions may resume making Required Contributions after the first day of
the Plan Year next following two (2) years after the date such Required
Contributions shall have been discontinued.
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who
terminates employment upon attaining Normal Retirement Age will be entitled to
receive normal retirement benefits in the amount of the Participant's Accrued
Benefit. If the Participant elects to continue working past his or her Normal
Retirement Age, he or she will continue as an active Participant and no
distribution shall be made to such Participant until his or her actual
retirement date, unless a minimum distribution is required by law.
(a) Accrued Benefit. The amount of the monthly
retirement benefit in the Normal Form to be provided for each Participant who
retires on his Normal Retirement Date shall be equal to such Participant's
monthly Accrued Benefit as of any date, subject to modifications set out below,
equal to the product of (1) and (2):
(1) one and one hundred seventy-five
thousandths percent (1.175%) of such Participant's Average Monthly Compensation
(2) such Participant's Years of Accrual
Service.
(b) Reduction for Pre-Retirement Qualified
Survivor Annuity Coverage. If a Pre-Retirement Qualified Survivor Annuity has
been in effect for the Participant during any period on or after the date on
which a Participant and his Spouse
Exhibit F
- 4 -
<Page>
may first waive the Pre-Retirement Qualified Survivor Annuity, the amount of
benefit determined above will be reduced by one-half of one percent (.5%) for
each year in such period after the Participant and his Spouse could have elected
to waive, but did not in fact waive, the Pre-Retirement Qualified Survivor
Annuity, taken to completed months, up to the earlier of the date he becomes an
Inactive Participant or the date he attains his Normal Retirement Age.
(c) Minimum Benefit Attributable to Required
Contributions and Transfer Value. A Participant's retirement benefit at Normal
Retirement Age in the Normal Form will not be less than the sum of (1) his
Required Contribution Accrued Benefit and (2) the monthly benefit payable in the
Normal Form which is the Actuarial Equivalent of his Transfer Value, if any, on
such date.
(d) Payment of Normal Retirement Benefits.
Normal retirement benefits will be payable as of the Participant's Normal
Retirement Age in accordance with the Article herein entitled "Payment of
Benefits". If the Participant begins receiving benefits at an age other than
Normal Retirement Age, the Participant's benefit will be determined in
accordance with the appropriate Section of this Article.
4.2. Normal Form of Retirement Benefit: The Normal
Retirement Benefit payable to a Participant pursuant to this Article shall be a
monthly pension commencing on the Participant' retirement date and continuing
for life with a ten (10) year certain period. The actual form of distribution of
such benefit, however, shall be determined by reference to the Article herein
entitled "Payment of Benefits".
4.3. Early Retirement Benefit: A Participant who has
attained Early Retirement Age and who terminates employment with the Employer
will be entitled to receive any one of the following retirement benefits after
attaining Early Retirement Age as the Participant may elect:
(a) A deferred Normal Retirement Benefit,
commencing at the Participant's Normal Retirement Date, determined in accordance
with Section 4.1 above; based upon Years of Accrual Service at the time of the
Participant's actual retirement,
(b) An early retirement benefit equal to the
deferred benefit provided in (a) above, multiplied by the factor shown below
corresponding to the number of years his Early Retirement Date precedes the
earlier of (1) the later of the date he would attain age 62 or the date he would
have completed 30 Years of Vesting Service if his employment had continued
unchanged or (2) his Normal Retirement Date.
Exhibit F
- 5 -
<Page>
<Table>
<Caption>
NUMBER OF YEARS
EARLY RETIREMENT DATE
PRECEDES DATE
(a) or (b) FACTOR
0 1.00
1 .95
2 .90
3 .85
4 .80
5 .75
6 .70
7 .65
8 .60
9 .55
10 .50
</Table>
The above factors shall be rated for a partial year (counting
a partial month as a complete month).
In the event that a Participant shall terminate employment
prior to attaining the Early Retirement Age, but having satisfied the service
requirement, the Participant shall be entitled to elect benefits hereunder upon
satisfaction of the age requirement.
Early retirement benefits shall be payable to the Participant
on the first day of the first month after (i) the Participant shall have become
eligible for such benefits and (ii) the Participant shall have filed an
application for such benefits and shall otherwise be payable in accordance with
the Article herein entitled "Payment of Benefits".
4.4. Late Retirement Benefit: In the event a Participant
continues employment beyond his Normal Retirement Date, no retirement benefit
will be paid to the Participant until he actually retires; subject, however, to
any required minimum distributions required under Code Section 401(a) (9) or
this Plan. A Participant's retirement benefit on his Late Retirement Date shall
be equal to the greater of:
(a) the Participant's retirement benefit
recalculated using the Participant's Years of Accrual Service and Average
Monthly Compensation determined as of the Participant's actual retirement date,
or
Exhibit F
- 6 -
<Page>
(b) his Accrued Benefit on his Normal Retirement
Date, multiplied by the factor shown below corresponding to the number of years
his Late Retirement Date follows his Normal Retirement Date.
<Table>
<Caption>
NUMBER OF YEARS
LATE RETIREMENT DATE
FOLLOWS NORMAL
RETIREMENT DATE FACTOR
1 1.0600
2 1.1200
3 1.1900
4 1.2600
5 1.3400
6 1.4200
7 1.5000
8 1.5900
9 1.6900
10 1.7900
</Table>
The above factors shall be prorated for a partial year (counting a partial month
as a complete month). Factors for numbers of years beyond ten shall be
determined using a consistently applied reasonable actuarial equivalent method.
A Participant's retirement benefit payable in the Normal Form
of Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
The monthly retirement benefit calculated pursuant to this
Section shall be offset by the Actuarial Equivalent of the total minimum
distributions required under Code Section 401(a) (9) actually made prior to the
Participant's actual retirement date.
Late retirement benefits will be paid as soon as practicable
after the Participant's Late Retirement Date in accordance with the Article
herein entitled "Payment of Benefits."
4.5. Disability Benefits:
If a Participant ceases to be an active Employee as an result
of a Disability, said Participant shall be entitled to disability retirement
benefits if the Disability occurs on or after the Participant shall have
completed ten (10) Years of Vesting Service.
Exhibit F
- 7 -
<Page>
The disability retirement benefit payable to a Participant who
meets the requirements above shall equal the monthly Accrued Benefit determined
under the Section captioned "Normal Retirement Benefit" as of the date of his
Disability increased annually by an amount equal to 1.175% of his Average
Monthly Compensation: provided, however, that the amount of the monthly
disability retirement benefit shall not be less than $100.
Monthly Disability benefit payments shall begin on the first
day of the month on or immediately after the date the Participant meets the
requirements under this Section. Such payments shall continue through the first
day of the month before the earliest of his Normal Retirement Date, the date of
his death or the day following the date of cessation of Disability.
A Participant's Transfer Value shall be reduced by the
Actuarial Equivalent of any disability retirement benefits such Participant
receives under this Section.
If the disability retirement benefit payments continue through
the first day of the month before the Participant's Normal Retirement Date,
retirement benefits shall be provided for the Participant on his Normal
Retirement Date under the provisions of Article IV as if he were an active
Participant until his Normal Retirement Date. His Accrued Benefit shall be equal
to his Accrued Benefit as of the day before the disability retirement benefit
began. However, such Accrued Benefit shall not be less than the amount of
monthly disability retirement paid to him under this Section. If, before the
Participant's Normal Retirement Date, he recovers and returns to active work for
the Employer, within one month of his recovery, the disability retirement
benefits shall stop. If, before the Participant's Normal Retirement Date, he
recovers and does not return to active work for the Employer within one month of
his recovery, the payments shall stop and his Accrued Benefit shall be
redetermined as of the date he ceased to be an Employee.
Disability retirement benefits will be paid as soon as
practicable after the Plan Administrator's receipt of certification of
Disability, in accordance with the Article herein entitled "Payment of
Benefits".
4.6. Death Benefits:
The provisions of this section shall apply on or after August
23, 1984, to any Participant who is credited with at least one Hour of Service
or one hour of paid leave on or after August 23, 1984.
If a Participant dies before his Annuity Starting Date, death
benefits shall be determined under subsections (a) and (b) below. The
distribution of death benefits shall be subject to the Article herein entitled
"Payment of Benefits".
Exhibit F
- 8 -
<Page>
(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be
payable as a death benefit with respect to a Participant if the following
requirements are met:
(1) The Participant is survived by a
Spouse to whom he was continuously married throughout the one-year period ending
on the date of his death,
(2) The Participant's vested percentage
of Employer contributions on the date of his death was greater than zero, and
(3) The Participant and his Spouse have
not waived the Qualified Preretirement Survivor Annuity. Any waiver of the
Qualified Preretirement Survivor Annuity must be made according to the Article
herein captioned "Joint and Survivor Annuity Requirements".
If the above requirements are met on the date the
Participant dies, a Qualified Preretirement Survivor Annuity shall be payable.
The Spouse may elect to start benefits on the first day of any month on or after
the earliest date retirement benefits could have been paid to the Participant if
he had ceased to be Employee on the date of his death and survived to such date.
If the Spouse dies before the date the Qualified Preretirement Survivor Annuity
starts, the only death benefit payable from a Participant's Accrued Benefit is
that provided in (b) below.
If a Single-Sum Death Benefit would otherwise be
payable in (b) below, the monthly benefit payable to the Spouse under the
Qualified Preretirement Survivor Annuity shall not be less than the monthly
benefit which is the Actuarial Equivalent of the Single-Sum Death Benefit at the
date benefits start.
If the Participant and his Spouse waive the Qualified
Preretirement Survivor Annuity, according to the provisions of the Article
herein captioned "Joint and Survivor Annuity Requirements", by electing to have
the Single-Sum Death Benefit in (b) below paid to the Participant's Beneficiary
after the requirements above are met, the Qualified Preretirement Survivor
Annuity shall be reduced. The amount of the reduction shall be equal to the
monthly benefit which is the Actuarial Equivalent of what would have been the
Single-Sum Death Benefit at the date benefits start.
(b) Single-Sum Death Benefit:
If the requirements of subsection (a) above have not
been met on the date a Participant dies, a Single-Sum Death Benefit equal to the
Participant's
Exhibit F
- 9 -
<Page>
Required Contribution Account plus the Participant's Transfer Value shall be
payable to the Participant's Beneficiary as a death benefit with respect to the
Participant. If the requirements of subsection (a) above have been met on the
date such Participant dies and the Qualified Preretirement Survivor Annuity has
not been waived, but the Participant's Spouse dies before the Qualified
Preretirement Survivor Annuity starts, this Single-Sum Death Benefit, determined
as of the date of the Spouse's death, shall be paid to the Spouse's Beneficiary.
(c) Death Benefit After Actual Retirement Date
but Before the Annuity Starting Date:
(1) If a Participant dies on or after
his actual Retirement date and before his Annuity Starting Date, the provisions
of subsections (a) and (b) shall not apply. Instead, the death benefit shall be
based on the Normal Form of Benefit or a properly elected optional form of
benefit. This death benefit is the death benefit which would have been payable
to the Participant's Beneficiary or contingent annuitant if the Participant's
retirement date had occurred on the date he died. For purposes of this death
benefit only, an election of an optional form of benefit shall be a qualified
election even if it is not made within 90 days of the date retirement benefits
would have begun if it meets all of the other requirements for a qualified
election.
(2) Any death benefit payable after a
Participant's Annuity Starting Date will be determined by the form of retirement
benefit in effect on a Participant's Annuity Starting Date.
4.7. Benefits on Termination of Employment - Deferred
Vested Pension: A Participant who terminates employment prior to Normal
Retirement Age, Early Retirement Age, Disability or death will be entitled to
receive benefits in the amount of the Participant's vested Accrued Benefit. The
amount of the monthly retirement benefit to be provided for each Participant who
becomes an inactive Participant prior to his Normal or Early Retirement Date,
date of Disability or death shall be determined as follows:
(a) A deferred monthly retirement benefit in the
Normal Form to begin on his Normal Retirement Date. The deferred retirement
benefit will be equal to the sum of (1), (2) and (3):
(1) The Participant's Required
Contribution Accrued Benefit as of the date of determination (or the date the
Participant's Required Contribution Account is paid in a single sum, if
earlier).
(2) An amount determined on the day
before a Participant became an Inactive Participant equal to the deferred
monthly retirement
Exhibit F
- 10 -
<Page>
benefit in the Normal Form to begin on his Normal Retirement Date which is the
Actuarial Equivalent of his Transfer Value, if any.
(3) The product of (i) and (ii):
(i) The excess of the
Participant's Accrued Benefit on the day before he became an Inactive
Participant over the amount determined under items (1) and (2) above.
(ii) His vesting percentage on
the date he ceases to be an Employee.
(b) A deferred monthly retirement benefit in the
Normal Form of Benefit to begin on his Early Retirement Date. The deferred
retirement benefit shall be equal to the amount under (a) above multiplied by
the applicable early retirement factor set forth in Section 4.3.
(c) A deferred monthly retirement benefit in the
Normal Form of Benefit to begin on his Late Retirement Date. The deferred
retirement benefit shall be an amount equal to the amount under (a) above
multiplied by the late retirement factor set forth in Section 4.4 which
corresponds to the number of years his Late Retirement Date follows his Normal
Retirement Date.
The deferred retirement benefit for the Participant on his
retirement date shall not be less than the monthly benefit which is the
Actuarial Equivalent of his Required Contribution Account and Transfer Value, if
any, on such date.
The amount of payment under any form (other than the Normal
Form of Benefit) shall be determined as provided under the Article herein
entitled, "Payment of Benefits".
4.8. In-Service Benefits: No distribution will be made to
a Participant who remains in the employ of the Employer beyond Normal Retirement
Age, unless a minimum distribution is required by law.
4.9. Restoration of Benefit: If an Employee receives a
distribution of a Vested Accrued Benefit under the Plan and the Employee resumes
employment in the Eligible Class, he or she shall have the right to restore his
or her employer-provided Accrued Benefit to the extent forfeited upon the
repayment to the Plan of
(a) the amount of the distribution,
(b) interest on such distribution compounded
annually at the rate of five percent (5%) per annum from the date of
distribution to the date of
Exhibit F
- 11 -
<Page>
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above
compounded annually at the rate of 120 percent of the federal mid-term rate (as
in effect under Code Section 1274 for the first month of a Plan Year) from the
beginning of the first Plan Year beginning after December 31, 1987 or the date
of distribution, whichever is later, to the date of repayment.
Such repayment must be made before the earlier of
five (5) years after the first date on which the Participant is subsequently
reemployed by the Employer, or the date the Participant incurs five (5)
consecutive Breaks in Service following the date of distribution. If an Employee
is deemed to receive a distribution, and the Employee resumes employment in the
Eligible Class before the date the Participant incurs five (5) consecutive
Breaks in Service, upon the reemployment of such Employee in the Eligible Class,
the employer-provided Accrued Benefit will be restored to the amount of such
Accrued Benefit on the date of the deemed distribution.
4.10. Non-Duplication of Benefits: If an Inactive
Participant who is no longer actively employed by the Employer again becomes
actively employed by the Employer in the Eligible Class, any such renewed
participation shall not result in duplication of benefits. Accordingly, if such
Participant has received or was deemed to have received a distribution of a
vested Accrued Benefit under the Plan by reason of prior participation (and such
distribution has not been repaid to the Plan with interest as described in the
preceding paragraph within a period of the earlier of five (5) years after the
first date on which the Participant is subsequently reemployed by the Employer
or the close of the first period of five (5) consecutive Breaks in Service
commencing after the distribution), his Accrued Benefit shall be reduced by the
Accrued Benefit as of the date of distribution.
4.11. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from
Employer contributions to be provided under this Section for each Non-Key
Employee who is a Participant during a Plan Year in which the Plan is Top-Heavy
Plan shall equal the product of (1) said Participant's Compensation averaged
over the five (5) consecutive Limitation Years (or actual number of Limitation
Years, if less) which produce the highest average and (2) the lesser of (i) two
percent (2%) multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid
minimum benefit under Code Section 416, a Non-Key Employee who is not a
Participant solely because (1) his Compensation is below a stated amount or (2)
he declined to make Required Contributions (if required) to the Plan will be
considered to be a Participant.
Exhibit F
- 12 -
<Page>
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Year
of Service for any Plan Year beginning before January 1, 1984, or for any Plan
Year during which the Plan was not a Top-Heavy Plan shall be disregard.
(d) For purposes of this Section, Compensation
for any Limitation Year ending in a Plan Year which began prior to January 1,
1984, subsequent to the last Limitation Year during which the Plan is a
Top-Heavy Plan, or in which the Participant failed to complete a Year of
Service, shall be disregarded.
(e) For the purposes of determining the
top-heavy minimum benefit under this Section Compensation shall be limited to
$200,000 (as adjusted in such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of
Benefits" provides for the Normal Retirement Benefit to be paid in form other
than a single life annuity, the Accrued Benefit under this Section shall be the
Actuarial Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit
commences at a date other than Normal Retirement Date, the minimum Accrued
Benefit shall be the Actuarial Equivalent of the minimum Accrued Benefit
commencing at Normal Retirement Date.
(h) If a Non-Key Employee participates in this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a
Top-Heavy Plan but not a Super Top-Heavy Plan and (2) a Key Employee is a
Participant in both this Plan and a defined contribution plan included in a
Required Aggregation Group which is top-heavy, the extra minimum Accrued Benefit
(required by the Article herein entitled "Section 415 Limitation on Benefits" to
provide the higher limitations) shall be provided for each Non-Key Employee who
is a Participant by substituting three percent (3%) for two percent (2%) and
thirty percent (30%) for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee
participates in this Plan and a defined contribution plan included in a Required
Aggregation Group which is top-heavy, a minimum allocation of five percent (5%)
of Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is
Exhibit F
- 13 -
<Page>
amended so that the minimum benefits are no longer provided under the defined
contribution plan, the minimum benefits shall be provided under this Plan.
However, for any Plan Year when (1) the Plan is a
Top-Heavy Plan but not a Super Top-Heavy Plan and (2) a Key Employee is a
Participant in both this Plan and a defined contribution plan included in a
Required Aggregation Group which is top-heavy, seven and one-half percent (7 1%)
shall be substituted for five percent (5%) above.
4.12. Transfers; Service with Affiliated Employers.
The benefits provided hereunder as to an Employee who
transfers employment to or from an Affiliated Employer shall be determined by
reference to this Article and the Article herein entitled "TRANSFERS; SERVICE
WITH AFFILIATED EMPLOYERS".
ARTICLE V.
CODE SETION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to
the exceptions below, the maximum Annual Benefit payable to a Participant under
this Plan in any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the
Participant's Compensation averaged over the three consecutive Limitation Years
(or the actual number of Limitation Years for Employees who have been employed
for less than three consecutive Limitation Years) during which the Employee had
the greater aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to
the contrary, the maximum Annual Benefit for any Participant in a defined
benefit plan in existence on July 1, 1982, shall not be less than the "protected
current accrued benefit", payable annually, provided for under question T-3 of
Internal Revenue Notice 83-10.
(c) Notwithstanding anything in this Article to
the contrary, if the Plan was in existence on May 6, 1986, and had complied at
all times with the requirements of Code Section 415, the maximum Annual Benefit
for any individual who is a Participant as of the first day of the Limitation
Year beginning after December 31, 1986, shall not be less than the Current
Accrued Benefit. "Current Accrued Benefit" shall mean a Participant's Accrued
Benefit under the Plan,
Exhibit F
- 14 -
<Page>
determined as if the Participant had separated form service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415(b) (3). In determining the
amount of a Participant's Current Accrued Benefit, the following shall be
disregarded: (1) any change in the terms and conditions of the Plan after May 5,
1986; and (2) any cost of living adjustment occurring after May 5, 1986.
(d) The dollar limitation under Code Section
415(b) (1) (A) stated in paragraph (a) (1) above shall be adjusted annually as
provided in Code Section 415(d) pursuant to the Regulations. The adjusted
limitation is effective as of January 1st of each calendar year and is
applicable to Limitation Years ending with or within that calendar year.
(e) The limitation stated in paragraph (a) (2)
above for Participants who have separated from service with a non-forfeitable
right to an Accrued Benefit shall be adjusted annually as provided in Code
Section 415(d) pursuant to the Regulations prescribed by the Secretary of the
Treasury.
(f) For the purpose of this Article, all
qualified defined benefit plans (whether terminated or not) ever maintained by
the Employer shall be treated as one defined benefit plan, and all qualified
defined contribution plans (whether terminated or not) ever maintained by the
Employer shall be treated as one defined contribution plan.
(g) For the purpose of this Article, if the \
Employer is a member of a controlled group of corporations, trades or businesses
under common control (as defined by Code Section 1563(a) or Code Section 414(b)
and (c) as modified by Code Section 415(h)) or is a member of an affiliated
service group (as defined by Code Section 414(m)), all Employees of such
Employers shall be considered to be employed by a single Employer.
(h) For the purpose of this Article, if this
Plan is a Code Section 413(c) plan, all Employers of a Participant who maintain
this Plan will be considered to be a single Employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the
Participant's Social Security Retirement Age under the Social Security Act, then
the $90,000 limitation shall be reduced in such manner as the Secretary of the
Treasury shall prescribe which is consistent with the reduction for old-age
insurance benefits commencing before the Social Security Retirement Age under
the Social Security Act.
Exhibit F
- 15 -
<Page>
(b) Notwithstanding the aforesaid, for
Limitation Years beginning prior to January 1, 1987, the $90,000 limit shall not
be reduced if the annual benefit begins on or after age 62. If the Annual
Benefit begins before age 62, the $90,000 limitation shall be reduced by each
month benefits commence before the Participant attains age 62 so that it is the
Actuarial Equivalent of the $90,000 limitation beginning at age 62. However, the
$90,000 limitation shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit
commences on or after age 55, or
(2) the amount which is the Actuarial
Equivalent of the $75,000 limitation at age 55 if the Annual Benefit commences
prior to age 55.
For purposes of adjusting the $90,000
limitation applicable prior to age 62 or the $75,000 limitation applicable prior
to age 55, the adjustment shall be made pursuant to the general principles set
forth in this Plan for determining Actuarial Equivalence except that the
interest rate assumption shall be the greater of five percent (5%) or the rate
specified in Schedule A hereto and the mortality decrement shall be ignored to
the extent that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the
Participant's Social Security Retirement Age or for the Plan Years beginning
prior to January 1, 1987, age 65, the $90,000 limitation shall be increased so
that it is the Actuarial Equivalent of the $90,000 limitation at the
Participant's Social Security Retirement Age (or for Plan Years beginning prior
to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age 62,
then the $90,000 limitation shall be reduced so that it is the Actuarial
Equivalent of the $90,000 limitation beginning at age 62. However, the $90,000
shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit
commences on or after age 55, or
(2) the amount which is the Actuarial
Equivalent of the $75,000 limitation at age 55 if the Annual Benefit commences
prior to age 55.
For purposes of adjusting the $90,000
limitation applicable prior to age 62 or the $75,000 limitation applicable prior
to age 55, the adjustment shall be made pursuant to the general principles used
herein for determining the Actuarial Equivalent except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
Exhibit F
- 16 -
<Page>
(e) For purposes of adjusting the Annual Benefit
to a Straight Life Annuity, the adjustment shall be made pursuant to Section 2.2
except that the interest rate assumption shall be the greater of five percent
(5%) or the rate specified in Schedule A hereto.
(f) For purposes of adjusting the $90,000
limitation applicable after age 65, the adjustment shall be made the Actuarial
Equivalent except that the interest rate assumption shall be the lesser of five
percent (5%) or the rate specified in Schedule A hereto and the mortality
decrement shall be ignored to the extent that a Forfeiture does not occur at
death.
(g) For purposes of adjusting the $90,000
limitation applicable after the Participant's Social Security Retirement Age (or
for Plan Years beginning prior to January 1, 1987, age 65) the adjustment shall
be made for the Actuarial Equivalent except that the interest rate assumption
shall be the lesser of five percent (5%) or the rate specified in Schedule A
hereto and the mortality decrement shall be ignored to the extent that a
Forfeiture does not occur at death.
(h) For purposes of the aforesaid adjustments,
no adjustments under Code Section 415(d) shall be taken into account before the
Limitation Year for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment
is required for Qualified Joint and Survivor Annuity benefits, Qualified
Pre-Retirement Survivor Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit not in Excess of $10,000: This Plan
may pay an Annual Benefit to any Participant in excess of his maximum Annual
Benefit if the Annual Benefit derived from Employer contributions under this
Plan and all other defined benefit plans maintained by the Employer does not in
the aggregate exceed $10,000 for the Limitation Year or for any prior Limitation
Year and the Employer has not at any time maintained a defined contribution plan
in which the Participant participated. For purposes of this paragraph, if this
Plan provides for voluntary or mandatory Employee contributions, such
contribution will not be considered a separate defined contribution plan
maintained by the Employer.
5.4. Participation or Service Reductions: If a
Participant has less than ten (10) Years of Participation in the Plan at the
time he begins to receive benefits under the Plan, the limitations in Section
5.2 and 5.3 shall be reduced by multiplying such limitations by a fraction (a)
the numerator of which is the number of years of participation (or part thereof)
in the Plan, and (b) the denominator of which is ten (10); provided, however,
that said fraction shall in no event be less than 1/10th. The limitations of
Sections 5.2(a) and 5.4 shall be reduced in the same manner except the preceding
sentence shall be applied with respect to Years of Service with the Employer
Exhibit F
- 17 -
<Page>
rather than Years of Participation in the Plan. Additionally, to the extent
provided in Regulations, for years beginning after December 31, 1986, the above
described reductions to the limitations in Sections 5.2(a) (1) (except for
purposes of Section 5.6(c) (2)) and 5.3 shall be applied separately with respect
to each change in the benefit structure of the Plan adopted before August 3,
1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(g)
below, if a Participant is (or has been) a participant in one or more defined
benefit plans and one or more defined contribution plans maintained by the
Employer, the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Limitation Year may not exceed 1.0.
(b) (1) The defined benefit plan fraction is a
fraction, the numerator of which is the sum of the Participant's projected
annual benefits under all defined benefit plans (whether terminated or not)
maintained by the Employer, and the denominator of which is the lesser of one
hundred twenty-five percent (125%) of the dollar limitation determined for the
Limitation Year under Code Sections 415(b) and (d) or one hundred forty percent
(140%) of the highest average compensation, including any adjustments under Code
Section 415(b).
Notwithstanding the above, if the Participant was a
Participant as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans maintained by the
Employer which were in existence on May 6, 1986, the denominator of this
fraction will not be less than one hundred twenty-five percent (125%) of the sum
of the annual benefits under such plans which the Participant had accrued as of
the close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of such plans after May 5,
1986. The preceding sentence applies only if the defined benefit plans
individually and in the aggregate satisfied the requirements of Code Section 415
for all Limitation Years beginning before January 1, 1987.
(2) For purposes of applying the limitations of
Code Section 415, the "projected annual benefit" for any Participant is the
benefit, payable annually, under the terms of the Plan determined pursuant to
Regulation 1.415-7(b) (3).
(3) For purposes of applying the limitations of
Code Section 415, "protected current accrued benefit" for any Participant in a
defined benefit plan in existence on July 1, 1982 will be the accrued benefit,
payable annually, provided for under question T-3 of Internal Revenue Service
Notice 83-10.
(c) (1) The defined contribution plan fraction is a
fraction, the numerator of which is the sum of the annual additions to the
Participant's account under
Exhibit F
- 18 -
<Page>
all the defined contribution plans (whether or not terminated) maintained by the
Employer for the current and all prior Limitation Years (including the annual
additions attributable to the Participant's nondeductible Employee contributions
to all defined benefit plans (whether or not terminated) maintained by the
Employer; and the annual additions attributable to all welfare benefit funds, as
defined in Code Section 419(e) or individual medical accounts, as defined in
Code Section 415(1) (2), maintained by the Employer, and the denominator of
which is the sum of the "maximum aggregate amounts" for the current and all
prior Limitation Years of service with the Employer (regardless of whether a
defined contribution plan was maintained by the Employer). The "maximum
aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections 415(b) and (d) in effect under Code Section 415(c) (1) (A) or
thirty-five percent (35%) of the Participant's Section 415 Compensation for such
Limitation Year.
If the Employee was a participant as of the end of
the first day of the first Limitation Year beginning after December 31, 1986, in
one or more defined contribution plans maintained by the Employer which were in
existence on May 6, 1986, the numerator of this fraction will be adjusted if the
sum of this fraction and the defined benefit fraction would otherwise exceed 1.0
under the terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the
fraction over 1.0, multiplied by
(ii) the denominator of this fraction
will be permanently subtracted form the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the Last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of such plans made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning
before January 1, 1987, will not be recommended to treat all Employee
contributions as annual additions.
(2) Notwithstanding the foregoing, the
numerator of the defined contribution plan fraction will be adjusted pursuant to
Regulation 1.415-7(d) (1) and questions T-6 and T-7 of Internal Revenue Service
Notice 83-10.
(3) For defined contribution plans in
effect on or before June 1, 1982, the Plan Administrator may elect, for any
Limitation Year ending after December 31, 1982, that the amount taken into
account in the denominator for every Participant for all Limitation Years ending
before January 1, 1983 will be an amount equal to (A) the denominator for the
Limitation Year ending in 1982
Exhibit F
- 19 -
<Page>
determined under the law in effect for the Limitation Year ending in 1982,
multiplied by (3) the "transition fraction".
(4) For purposes of the preceding
paragraph, the term "transition fraction" will mean a fraction (A) the numerator
of which is the lesser of (i) $51,875 or (ii) 1.4 multiplied by twenty-five
percent (25%) of the Participant's 415 Compensation for the Limitation Year
ending in 1981, and (B) the denominator of which is the lesser of (i) $41,500 or
(ii) twenty-five percent (25%) of the Participant's 415 Compensation for the
Limitation Year ending in 1981.
(5) Notwithstanding the foregoing, for
any Limitation Year in which the Plan is a Top-Heavy Plan, $41,500 will be
substituted for $51,875 in determining the "transition fraction" unless the
extra minimum allocation is being provided under the Plan pursuant to Code
Section 416 (h) (2). However, for any Limitation Year in which this Plan is a
Super Top-Heavy Plan, $41,500 will be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any
Limitation Year in which the Plan is a Top-Heavy Plan, "One Hundred Percent
(100%)" will be substituted for "One Hundred Twenty-five Percent (125%)" in
paragraphs (b) (1) and (c) (1) unless the extra minimum allocation is being
provided hereunder pursuant to Code Section 416(h) (2). However, for any
Limitation Year in which the Plan is a Super Top-Heavy Plan, "One Hundred
Percent (100%)" will be substituted for "One Hundred Twenty-five Percent (125%)"
in any event.
(e) If the sum of the defined benefit plan
fraction and the defined contribution plan fraction will exceed 1.0 in any
Limitation Year for any Participant, the Plan Administrator will adjust the
numerator of the defined benefit plan fraction so that the sum of both fractions
will not exceed 1.0 in any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred
Percent (100%) for One Hundred Twenty-five Percent (125%) and $41,500 for
$51,875 above, or (2) the excess benefit accruals or annual additions provided
for in Internal Revenue Service Notice 82-19 cause the 1.0 limitation to be
exceeded for any Participant in any Limitation Year, such Participant will be
subject to the following restrictions for each future Limitation Year until the
1.0 limitation is satisfied:
(i) the Participant's Accrued Benefit
under the defined benefit plan will not increase,
(ii) no annual additions may be credited
to a Participant's accounts, and
Exhibit F
- 20 -
<Page>
(iii) no Employee contributions (voluntary
or mandatory) will be made under any defined benefit plan or any defined
contribution plan of the Employer.
5.6. Incorporation By Reference: Notwithstanding anything
contained in this Section to the contrary, the limitations, adjustments and
other requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested
and nonforfeitable interest in his or her Accrued Benefit attributable to
Employer contributions in accordance with the following schedule, based upon
Years of Vesting Service with the Employer, provided that if a Participant is
not already fully vested, he or she will become so upon attaining Normal
Retirement Age or Early Retirement Age, or on termination of the Plan.
VESTING SCHEDULE
(for Employees credited with at lease one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 5 0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at lease one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 0 0%
10 or more 100%
</Table>
6.2. Top-Heavy Vesting: Notwithstanding the vesting
provided for above, for any Top-Heavy Plan Year, the vested portion of the
Accrued Benefit of any Participant who has one (1) Hour of Service after the
Plan becomes a Top-Heavy Plan
Exhibit F
- 21 -
<Page>
will be a percentage of the Participant's Accrued Benefit determined on the
basis of the Participant's number of Years of Vesting Service according to the
following schedule:
<Table>
<Caption>
TOP-HEAVY
VESTING SCHEDULE
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a
Top-Heavy Plan, the Administrator will revert to the vesting schedule in effect
before this Plan became a Top-Heavy Plan. Any such reversion will be treated as
a Plan amendment. The Vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA compliance date or when the
Plan is not a Top-Heavy Plan.
6.3. Service Computation Period:
For vesting purposes, Years of Vesting Service and
Breaks in Service will be measured by reference to the Plan Year.
6.4. Service Credit: All Years of Vesting Service with
the Employer are counted to determine the nonforfeitable vested percentage in
such Employee's Employer-provided Accrued Benefit, including any 12-consecutive
month periods beginning before November 10, 1944, except the following:
(a) Years of Vesting Service before age 18
(Years of Vesting Service before age 22 shall be disregarded for any Participant
who is not credited with an Hour of Service on or after December 31, 1984); and
(b) Years of Vesting Service during a period for
which the Employee made no Required Contributions.
6.5. Vesting Break in Service: If any Participant is
re-employed after a Break in Service, Years of Vesting Service prior to the
Break in Service will be counted toward vesting subject to the following:
Exhibit F
- 22 -
<Page>
A Participant's pre-break service will count in vesting the
post-break Employer-provided Accrued Benefit only if either:
(a) such Participant has a nonforfeitable
interest in the Accrued Benefit attributable to Employer contributions at the
time of separation from service; or
(b) upon the Participant's return to service,
the number of consecutive Breaks in Service is less than the greater of (1) the
number of prior Years of Vesting Service (disregarding any Years of Vesting
Service that were excluded because of a previous Break in Service, or (2) five
(5) years.
6.6. Vesting on Distribution Before Break in Service;
Cash-outs:
(a) If a Participant terminates employment and
the value of the Participant's vested Accrued Benefit derived from Employer and
Required Contributions is not greater than $3,500, the Participant will receive
a distribution of the value of the entire vested portion of such Accrued Benefit
and the nonvested portion will be treated as a forfeiture. For purposes of this
Article, if the present value of an Employee's vested Accrued Benefit is zero,
the Employee shall be deemed to have received a distribution of such vested
Accrued Benefit.
(b) If a Participant terminates employment, and
elects to receive the value of his or her vested Accrued Benefits, the nonvested
portion will be treated as a Forfeiture. If the Participant elects to have
distributed less than the entire vested portion of the Accrued Benefit derived
from Employer contributions, the part of the nonvested portion that will be
treated as a Forfeiture is the total nonvested portion multiplied by a fraction,
the numerator of which is the amount of the distribution attributable to
Employer contributions and the denominator of which is the total value of the
vested Employer-derived Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting
schedule is amended, or the Plan is amended in any way that directly or
indirectly affects the computation of the Participant's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule, each Participant with at least three (3) Years of
Service with the Employer may elect, within a reasonable period after the
adoption of the amendment or change, to have the nonforfeitable percentage
computed under the Plan without regard to such amendment or change. For
Participants who do not have at least one (1) Hour of Service in any Plan Year
beginning after December 31, 1988, the preceding sentence will be applied by the
substitution of "5 Years of Service" for "3 Years of Service" where such
language appears.
Exhibit F
- 23 -
<Page>
The period during which the election may be made will commence
with the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is
adopted;
(b) sixty (60) days after the amendment becomes
effective; or
(c) sixty (60) days after the Participant is
issued written notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting schedule or
computation of a Participant's nonforfeiture percentage shall apply to a
Participant unless such Participant is credited with an Hour of Service on or
after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit:
No amendment to the Plan will be effective to the extent that it has the effect
of decreasing a Participant's Accrued Benefit. Notwithstanding the preceding
sentence, a Participant's Accrued Benefit may be reduced to the extent permitted
under Section 412(c) (8) of the Code. For purposes of this Section, a Plan
amendment which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to
this Section shall not be subject to divestiture for cause.
6.10. Employee Contributions: A Participant will always
have a one hundred percent (100%) vested and nonforfeitable interest in his or
her rollover contributions and other transfer contributions, plus the earnings
on all of the above. No Forfeiture of Employer-provided contributions or
benefits will occur solely as a result of an Employee's withdrawal of any
Required Contribution.
Exhibit F
- 24 -
<Page>
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the
Participant with a notice of rights of payment no less than thirty (30) and no
more than ninety (90) days before the Participant's Annuity Starting Date. Such
notice shall be in writing and shall set forth the following information:
(a) an explanation of the eligibility
requirements for, the material features of, and the relative values of the
alternate forms of benefits available hereunder; and
(b) the Participant's right to defer receipt of
a Plan distribution.
Such notice shall be given to the Participant is person or
shall be mailed to the Participant's current address as reflected in the
Employer's records.
7.2. Waiver of Thirty (30) Day Notice Period:
Notwithstanding the provisions of Section 7.1. above, if a distribution is one
to which Code Sections 401(a) (11) and 417 to not apply, such distribution may
commence less than thirty (30) days after the notice required under Regulation
Section 1.411(a)-11(c) is given, provided that:
(a) the Plan Administrator clearly informs the
Participant that the Participant has a right to a period of at least thirty (30)
days after receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice,
affirmatively elects the distribution.
7.3. Automatic Form Of Payment:
(a) General Rule: The automatic form of
retirement benefit payment hereunder for a Participant who does not die prior to
his Annuity Starting Date will be a Qualified Joint and Survivor Annuity for a
Participant who is married or a Straight Life Annuity with a ten (10) year
certain period for a Participant who is unmarried.
(b) Immediate Cash-out for De Minimis Benefits:
If the value of the Participant's vested Accrued Benefit derived from Employer
and Employee contributions (other than qualified voluntary contributions) does
not exceed or did not at the time of any prior distribution exceed $3,500, the
Participant will receive a single
Exhibit F
- 25 -
<Page>
sum distribution in cash or property of the value of the entire vested Accrued
Benefit. For purposes of this Article, if the value of a Participant's vested
Accrued Benefit is zero, the Participant will be deemed to have received a
distribution of such vested Accrued Benefit.
7.4. Optional Forms of Benefit:
(a) If the value of a Participant's vested
Accrued Benefit derived from Employer and Employee contributions exceeds $3,500,
the Participant, or if the Participant is married, the Participant with the
consent of the Participant's Spouse, may elect not to receive his or her vested
Accrued Benefit in the automatic form of payment described above and may direct
the Trustees to distribute the Participant's vested Accrued Benefit in one or
more of the following modes of payment:
(1) Straight Life Annuity;
(2) Single Life Annuity with five years
certain;
(3) Single Life Annuity with ten years
certain;
(4) Single Life Annuity with fifteen
years certain;
(5) Single Life Annuity with modified
cash refund of Participant's Required Contribution Account;
(6) Fifty percent (50%) Joint and
Survivor Annuity;
(7) Sixty Six and two-thirds percent
(66 2/3%) Joint and Survivor Annuity; or
(8) One Hundred percent (100%) Joint and
Survivor Annuity.
(9) If the value of the Participant's
vested Accrued Benefit derived from Employer contributions does not exceed
$3,500, a single sum distribution.
(b) Any election to receive Accrued Benefits
prior to the earlier of Normal Retirement Age or Age sixty-two (62) or in a form
other than the Automatic Form of Benefit will be subject to the notice and
consent requirements of the Article herein entitled "Joint and Survivor Annuity
Requirements."
- 26 -
<Page>
(c) The terms of any annuity contract purchased
and distributed to a Participant shall comply with the requirements of the Plan.
Any annuity contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are
suspended in accordance with the rules set forth in the Section below captioned
"Suspension of Benefits", the amount of any form of benefit under the terms of
this Plan will be the Actuarial Equivalent of the Participant's Accrued Benefit
in the Normal Form commencing at Normal Retirement Age.
7.6. Distribution of Required Contribution Account:
Distribution of benefits due to an Inactive
Participant shall generally be made upon the occurrence of an event which would
result in the distribution had the Participant remained in the employ of the
Employer (upon the Participant's death, Disability, Early or Normal Retirement).
However, at the election of the Participant, the Participant's Required
Contribution Account may be payable to such Inactive Participant on or after the
last day of the Plan Year next following termination of employment. Any
distribution of such Required Contribution Account shall be made in a manner
which is consistent with and satisfies the provisions of, the Article entitled
"Joint and Survivor Annuity Requirements."
7.7. Payment Without Participant Consent:
(a) In the event that the Participant has
terminated employment and the Participant (and the Participant's Spouse, if
applicable) neither consents to receive a Plan distribution nor elects to defer
receipt of a Plan distribution, the Participant's Accrued Benefit shall be
distributed in the Automatic Form as soon as practicable thereafter, but in no
event before the date the Participant attains Normal Retirement Age, if such
vested Accrued Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan
Administrator may, upon the Participant's termination of employment, distribute
an annuity contract to the Participant which provides that payments thereunder
shall not commence until a later date if such annuity contract satisfies the
requirements of Sections 401(a)(11) and 417 of the Code.
7.8. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately
distributable if any part of the Accrued Benefit could be distributed to the
Participant (or surviving Spouse)
Exhibit F
- 27 -
<Page>
before the Participant attains (or would have attained whether or not deceased)
the later of the Normal Retirement Age or age 62.
(b) If the present value of a Participant's
vested Accrued benefit derived from Employer and Employee contributions exceeds
(or at the time of any prior distribution exceeded) $3,500, and the Accrued
Benefit is immediately distributable, the Participant and his or her Spouse (or
where either the Participant or the Spouse has died, the survivor) must consent
to any distribution of such Accrued Benefit. The consent of the Participant and
the Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the Participant and
the Participant's Spouse of the right to defer any distribution until the
Participant's Accrued Benefit is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the
Participant need consent to the commencement of a distribution in the form of a
Qualified Joint and Survivor Annuity while the Accrued Benefit is immediately
distributable. Neither the consent of the Participant nor the Participant's
Spouse shall be required to the extent that a distribution is required to
satisfy Code Section 401(a) (9) or Code Section 415.
7.9. Limitation of Benefits on Plan Termination: The
restrictions of paragraphs (a) and (b) below are included solely to meet the
requirements of Proposed Treasury Regulation Section 1.401(a)4-5(c). If the
provisions of paragraphs (a) and (b) below are no longer necessary to qualify
the Plan under said Proposed Regulation or the Code, said paragraphs (a) and (b)
shall be ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated,
the benefit of each Highly Compensated Participant and each former Highly
Compensated Employee shall be limited to a benefit which is nondiscriminatory
within the meaning of Code Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after
January 1, 1993, the monthly payments made from the Plan to Highly Compensated
Employees and to former Highly Compensated Employees who are among the
twenty-five most highly paid Employees with the greatest Compensation in the
current or any prior year, shall be limited to an amount equal to the monthly
payments that would be made on behalf of the Employee under a Straight Life
Annuity that is the Actuarial Equivalent of the sum of the Employee's Accrued
Benefit, the Employee's other benefits under the Plan (other than a social
security supplement, within the meaning of Section 1.411(a)-7(c)(4)(ii) of
Exhibit F
- 28 -
<Page>
the Regulations), and the amount the Employee is entitled to receive under a
social security supplement.
The restrictions of this paragraph (b) shall not
apply, however, if
(1) after payment of benefits to an
Employee described above, the value of Plan assets equals or exceeds one hundred
ten percent (110%) of the value of current liabilities, as defined in Code
Section 412(d)(7),
(2) the value of benefits provided under
the Plan for an Employee described above is less than one percent (1%) of the
value of current liabilities before distribution, or
(3) the value of the benefits payable
under the Plan to any Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term
"benefit" shall include loans in excess of the amounts set forth in Code Section
72(p)(2)(A), any periodic income, any withdrawal values payable to a living
Employee and any death benefits not provided for insurance on the Employee's
life.
An Employee's otherwise restricted benefit may be distributed
in full to the affected Employee if prior to receipt of the restricted amount
the Employee enters into a written agreement with the Plan Administrator to
secure repayment to the Plan of the restricted amount. The restricted amount is
the excess of the amounts distributed to the Employee (accumulated with
reasonable interest) over the amounts that could have been distributed to the
Employee under the Straight Life Annuity described in Section 4.1 of the Plan
(accumulated with reasonable interest). The Employee may secure repayment of the
restricted amount upon distribution by: (1) entering into an agreement for
promptly depositing in escrow with an acceptable depositary property having a
fair market value equal to at least 125 percent of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least 100 percent of
the restricted amount, or (3) posting a bond equal to at least 100 percent of
the restricted amount. If the Employee elects to post bond, the bond will be
furnished by an insurance company, bonding company or other surety for federal
bonds.
The escrow arrangement may provide that an Employee may
withdraw amounts in excess of 125 percent of the restricted amount. If the
market value of the property in an escrow account falls below 110 percent of the
remaining restricted amount, the Employee must deposit additional property to
bring the value of the property held by the depositary up to 125 percent of the
restricted amount. The escrow arrangement may provide that Employee may have the
right to receive any income from the property placed in escrow, subject to the
Employee's obligation to deposit additional property, as set forth in the
preceding sentence.
Exhibit F
- 29 -
<Page>
A surety or bank may release any liability on a bond or letter
of credit in excess of 100 percent of the restricted amount.
If the Plan Administrator certifies to the depositary, surety
or bank that the Employee (or the Employee's estate) is no longer obligated to
repay any restricted amount, a depositary may redeliver to the Employee any
property held under an escrow agreement, and a surety or bank may release any
liability on an Employee's bond or letter of credit.
7.10. Early Plan Termination Restrictions: Notwithstanding
any provision in this Plan to the contrary, prior to Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this Section or his
Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the
greater of (i) $20,000, or (ii) an amount equal to 20% of the first $50,000 of
the Participant's annual Compensation multiplied by the number of years from the
effective date of the Plan to the earlier of (A) the date of termination of the
Plan, or (B) the date the benefit of the Participant becomes payable or (C) the
date of a failure on the part of the Employer to meet the full current costs of
the Plan; or
(2) if a Participant is a "substantial
owner" (as defined in ERISA Section 4022(b)(5)(A)), the present value of the
benefit guaranteed for "substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a
"substantial owner", the present value of the maximum benefit provided in ERISA
Section 4022(b)(3)(B), determined on the date the Plan terminates or on the date
benefits commence, whichever is earlier and in accordance with regulations of
the Pension Benefit Guaranty Corporation.
(b) If the Plan is terminated or the full
current costs thereof have not been met at any time within ten (10) years after
the effective date, the benefits which any of the Participants described in this
Section may receive from the Employer's contribution shall not exceed the
benefits set forth in paragraph (a) above.
Exhibit F
- 30 -
<Page>
If at the end of the first ten (10) years the full current costs are not met,
the restrictions will continue to apply until the full current costs are funded
for the first time.
(c) If a Participant described in this Section
leaves the employ of the Employer or withdraws from participation in the Plan
when the full current costs have been met, the benefits which he may receive
from the Employer contributions shall not at any time within the first ten (10)
years after the effective date exceed the benefits set forth in paragraph (a)
above, except as provided in paragraph (i) below.
(d) These conditions shall not restrict the full
payment of any survivor's benefits on behalf of Participant who dies while in
the Plan and the full current costs have been met.
(e) These conditions shall not restrict the
current payment of full retirement benefits called for by the Plan for any
retired Participant while the Plan is in full effect and its full current costs
have been met, provided an agreement, adequately secured, guarantees the
repayment of any part of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any
Participant shall have been suspended or limited in accordance with the
limitations of paragraphs (a), (b), and (c) above because the full current costs
of the Plan shall not then have been met, and if such full current costs shall
thereafter be met, then the full amount of the benefits payable to such
Participant shall be resumed and the parts of such benefits which have been
suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a),
(b) and (c) above, if on the termination of the Plan within the first ten (10)
years after the effective date, the funds, contracts, or other property under
the Plan are more than sufficient to provide Accrued Benefits for Participants
and their Beneficiaries including full benefits for all Participants other than
such of the twenty-five (25) highest paid Employees as are still in the service
of the Employer and also including Accrued Benefits as limited by this Section
for such twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by
statute, or the Treasury Department or the Internal Revenue Service should
provide by regulation or ruling, that the limitations provided for in this
Article are no longer necessary in order to meet the requirements for a
qualified pension plan under the Code as then in effect, the limitations in this
Article shall become void and shall no longer apply without its necessity of
amendment to this Plan.
Exhibit F
- 31 -
<Page>
(i) In the event a lump-sum distribution is made
to an Employee subject to the above restrictions in an amount in excess of that
amount otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least 125% of the amount which would be repayable if the Plan had
terminated on the date of distribution of such lump sum. If the fair market
value of the property falls below 110% of the amount which would then be
repayable if the Plan were then to terminate, the distributee shall deposit
additional property to bring the value of the property to 125% of such amount.
In the event of the termination or partial termination of this
Plan, the rights of all affected Employees to benefits accrued to the date of
such termination or partial termination (to the extent funded as of such date)
shall be nonforfeitable.
7.11. Suspension of Benefits:
(a) Normal or early retirement benefits in pay
status will be suspended for each calendar month during which the Employee
completes at least 40 Hours of Service as defined in Section 203 (a) (3) (B) of
ERISA. Consequently, the amount of benefits which are paid later than Normal
Retirement Age will be computed without regard to amounts which would have been
suspended under the preceding sentence as if the Employee had been receiving
benefits since Normal Retirement Age.
(b) Resumption of payment. If benefits payments
have been suspended, payments shall resume no later than the first day of the
third calendar month after the calendar month in which the Employee ceases to be
employed in "service" as defined in ERISA Section 203 (a) (3) (B). The initial
payment upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during the period
between the cessation of "service" under Section 203 (a) (3) (B) of ERISA and
the resumption of payments.
(c) Notification. No payment shall be withheld
by the Plan pursuant to this Section unless the Plan Administration notifies the
Employee by personal delivery or first class mail during the first calendar
month or payroll period in which the Plan withholds payments that such
Employee's benefits are suspended. Such notification shall contain a description
of the specific reasons why benefit payments are being suspended, a description
of the Plan provision relating to the suspension of payments, a copy of such
provisions, and a statement to the effect that applicable Department of Labor
regulations may be found in Section 2530.203-3 of Title 29 of the Code of
Federal Regulations.
Exhibit F
- 32 -
<Page>
In addition, the notice shall inform the Employee of the
Plan's procedures for affording a review of the suspension of benefits. Requests
for such reviews may be considered in accordance with the claims procedure
adopted by the Plan pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of
benefits payable periodically as a monthly basis for as long as a life (or
lives) continues, such as a Straight Life Annuity or a Qualified Joint and
Survivor Annuity, an amount equal to the portion of a monthly benefit payment
derived from employer contributions.
(2) Other Benefit Forms. In the case of
a benefit payable in a form other than the form described in Section (1) above,
an amount equal of the employer - provided portion of benefit payments for a
calendar month in which the Employee is employed in Section 203 (a) (3) (B)
service, equal to the lesser of
(i) The amount of benefits
which would have been payable to the Employee if he had been receiving monthly
benefits under the Plan since actual retirement based on a Straight Life Annuity
commencing at actual retirement age; or
(ii) The actual amount paid or
scheduled to be paid to the Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments
(e) Minimum Benefits. This Section does not
apply to the minimum benefit to which the participant is entitled under the
top-heavy rules of the Section entitled "Minimum Benefit for Top Heavy Plan".
7.12. Restrictions on Commencement of Retirement Benefits:
(a) Unless the Participant elects otherwise,
distribution of benefits will begin no later than the 60th day after the later
of the close of the Plan Year in which:
(1) the Participant attains Normal
Retirement Age;
(2) occurs the 10th anniversary of the
Plan Year in which the Participant commenced participation in the Plan; or
Exhibit F
- 33 -
<Page>
(3) the Participant terminates service
with the Employer.
(b) Notwithstanding the foregoing, the failure
of a Participant and the Participant's Spouse, if any, to consent to a
distribution while a benefit is payable under the Article entitled "Plan
Benefits", will be deemed an election to defer commencement of payment of any
benefit sufficient to satisfy this paragraph.
7.13. Minimum Distribution Requirements: All distributions
required under this Article will be determined and made in accordance with the
minimum distribution requirements of Code Section 401(a) (9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a) (9) - 2. Life expectancy and joint and last
survivor life expectancy are computed by using the expected return multiples
found in Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire
interest of a Participant must be distributed or begin to be distributed no
later than the Participant's required beginning date.
(1) General Rule: The "required
beginning date" of a participant is the first day of April of the calendar year
following the calendar year in which the Participant attains age 70-1/2.
(2) Transitional Rules: The required
beginning date of a Participant who attains age 70-1/2 before 1988 will be
determined in accordance with (i) or (ii) below:
(i) Non-5-percent owners: The
required beginning date of a Participant who is not a 5-percent owner is the
first day of April of the calendar year following the calendar year in which
occurs the later of retirement or attainment of age 70-1/2. The required
beginning date of a Participant who is not a 5-percent owner who attains age
70-1/2 during 1988 and who has not retired as of January 1, 1989, is April 1,
1990.
(ii) 5-percent owners: The
required beginning date of a Participant who is a 5-percent owner during any
year beginning after December 31, 1979 is the first day of April following the
later of:
(A) the calendar year
in which the Participant attains age 70-1/2, or
Exhibit F
- 34 -
<Page>
(B) the earlier of the
calendar year with or within which ends the Plan Year in which the Participant
becomes a 5-percent owner, or the calendar year in which the Participant
retires.
(3) A Participant is treated as a
5-percent owner for purposes of this paragraph if such Participant is a
5-percent owner as defined in Code Section 416(i) (determined in accordance with
Code Section 416 but without regard to whether the Plan is a Top-Heavy Plan) at
any time during the Plan Year ending with or within the calendar year in which
such owner attains age 66-1/2 or at any subsequent Plan year.
(4) Once distributions have begun to a
5-percent owner under this paragraph, distributions must continue, even if the
Participant ceases to be a 5-percent owner in a subsequent year.
(b) Limits On Distribution Periods: As of the first
distribution calendar year, distributions, if not made in a single sum, may only
be made over one of the following periods (or a combination thereof);
(1) the life of the Participant;
(2) the life of the Participant and a
designated Beneficiary;
(3) a period certain not extending
beyond the life expectancy of the Participant; or
(4) a period certain not extending
beyond the joint and last survivor expectancy of the Participant and a
designated Beneficiary.
(c) Required Distributions On Or After The Required
Beginning Date:
(1) If a Participant's benefit is to be
distributed over (i) a period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of the Participant
and the Participant's designated Beneficiary, or (ii) a period not extending
beyond the life expectancy of the designated Beneficiary, the amount required to
be distributed for each calendar year, beginning with distributions for the
first distribution calendar year, must at least equal the quotient obtained by
dividing the Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before
1989, if the Participant's Spouse is not the designated Beneficiary, the method
of distribution
Exhibit F
- 35 -
<Page>
selected must have assured that at least 50% of the Present Value of the Accrued
Benefit available for distribution was to be paid within the life expectancy of
the Participant.
(3) For calendar years beginning after
1988, the amount to be distributed each year, beginning with distributions for
the first distribution calendar year, will not be less than the quotient
obtained by dividing the Participant's Accrued Benefit by the lesser of (i) the
applicable life expectancy, or (ii) if the Participant's Spouse is not the
designated Beneficiary, the applicable divisor determined from the table set
forth in Q&A-4 of Proposed Regulations Section 1.401(a) (9) - 2. Distributions
after the death of the Participant will be distributed using the "applicable
life expectancy" as the relevant divisor without regard to Proposed Regulations
Section 1.401(a) (9) - 2.
(4) The minimum distribution required
for the Participant's first distribution calendar year must be made on or before
the Participant's required beginning date. The minimum distribution for other
calendar years, including the minimum distribution for the distribution calendar
year in which the Participant's required beginning date occurs, must be made on
or before December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit
is to be distributed in the form of an annuity purchased from an insurance
company, no such annuity contract will be purchased unless the distributions
thereunder will be made in accordance with the requirements of Code Section
401(a) (9) and the Proposed Regulations thereunder.
(6) For purposes of determining the
amount of the required distribution for the first distribution calendar year,
the Accrued Benefit to be used will be the Accrued Benefit as of the last
Valuation Date in the calendar year immediately preceding the first distribution
calendar year. For all other years, the Accrued Benefit will be determined as of
the last Valuation Date preceding such distribution calendar year.
For purposes of this paragraph, if any portion of the
minimum distribution for the first distribution calendar year is made in the
second distribution calendar year on or before the required beginning date, the
amount of the minimum distribution made in the second distribution calendar year
will be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
Exhibit F
- 36 -
<Page>
7.14. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of
this Article and subject to the requirements of the Article herein entitled
"Joint and Survivor Annuity Requirements", distribution on behalf of any
Participant, including a 5-percent owner, will be made in accordance with all of
the following requirements (regardless of when such distribution commences):
(1) The distribution by the Trust Fund
is one which would not have disqualified the Trust Fund under Code Section
401(a) (9) as in effect prior to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance
with a method of distribution designated by the Participant whose interest in
the Trust Fund is being distributed or, if the Participant is deceased, by the
Beneficiary of the Participant.
(3) Such designation was made in
writing, was signed by the Participant or the Beneficiary, and was made before
January 1, 1984;
(4) The Participant has accrued a
benefit under the Plan as of December 31, 1983; and
(5) The method of distribution
designated by the Participant or the Beneficiary specifies the time at which
distributions will commence, the period over which distributions will be made,
and in the case of any distribution upon the Participant's death, the
beneficiaries of the Participant listed in order of priority.
(b) A distribution upon death will not be
covered by this transitional rule unless the information in the designation
contains the required information described above with respect to the
distributions to be made upon the death of the Participant.
(c) For any distribution which commences before
January 1, 1984, but continues after December 31, 1983, the Participant or the
Beneficiary to whom such distribution is being made will be presumed to have
designated the method of distribution under which the distribution is being made
if the method of distribution was specified in writing and the distribution
satisfies the requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent
distribution must satisfy the requirements of Code Section 401(a) (9) and the
Proposed Regulations thereunder. If a designation is revoked subsequent to the
date distributions are required to begin, the Plan must distribute by the end of
the calendar year following the calendar
Exhibit F
- 37 -
<Page>
year in which the revocation occurs the total amount not yet distributed which
would have been required to have been distributed to satisfy Code Section 401(a)
(9) and the Proposed Regulations thereunder, but for an election under the Tax
Equity and Fiscal Responsibility Act ("TEFRA") Section 242(b) (2). For calendar
years beginning after December 31, 1988, such distributions must meet the
minimum distribution incidental benefit requirements in Regulations Section
1.401(a) (9) -2. Any changes in the designation will be considered to be a
revocation of the designation. However, the mere substitution or addition of
another beneficiary (one not named in the designation) under the designation
will not be considered to be a revocation of the designation so long as such
substitution or addition does not alter the period over which distributions are
to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life). If an amount is transferred or rolled
over from one plan to another plan, the rules in Q&A 1-2 and Q&A 1-3 of Proposed
Treasury Regulations 1.401(a) (9) -2 will apply.
7.15. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant
will file a written designation of Beneficiary with the Employer upon becoming a
Participant in the Plan. Such designation will remain in force until revoked by
the Participant by filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the
Participant dies after distribution of benefits has begun, the remaining portion
of such Participant's Accrued Benefit will continue to be distributed at least
as rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning After Death: If the
Participant dies before distribution of benefits begins, distribution of the
Participant's Accrued Benefit will be completed by December 31 of the calendar
year in which occurs the fifth anniversary of the Participant's death except to
the extent that an election is made to receive distributions as provided below:
(1) If any portion of the Participant's
Accrued Benefit is payable to a designated Beneficiary, distributions may be
made over the life of, or over a period certain not greater than the life
expectancy of, the designated Beneficiary commencing on or before December 31 of
the calendar year immediately following the calendar year in which the
Participant died.
(2) If the designated Beneficiary is the
Participant's surviving Spouse, the date distributions are required to begin in
accordance with (1) above will not be earlier than the later of (i) December 31
of the calendar year immediately following the calendar year in which the
Participant died, or (ii) December 31 of the calendar year in which the
Participant would have attained 70-1/2.
Exhibit F
- 38 -
<Page>
If the Participant has not made an election pursuant to this
paragraph prior to death, the Participant's designated Beneficiary must elect
the method of distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin under this
Section, or (2) December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death. If the Participant has no designated
Beneficiary, or if the designated Beneficiary does not elect a method of
distribution, distribution of the Participant's Accrued Benefit must be
completed by December 31 of the calendar year in which occurs the fifth
anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies
after the Participant but before payments to such Spouse begin, the provisions
of this paragraph, with the exception of such paragraph (2) therein, will be
applied as if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of
the Participant will be treated as if it had been paid to the surviving Spouse
if the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.16. Date Distribution Deemed to Begin: For purposes of
this Article, distribution of a Participant's interest is considered to begin on
the Participant's required beginning date (or, if the surviving Spouse dies
after the Participant but before payments to such Spouse begin, the date
distribution is required to begin to the surviving Spouse pursuant to Section
7.15(c)). If distribution in the form of an annuity irrevocably commences to the
Participant before the required beginning date, the date distribution is
considered to begin is the date distribution actually commences.
7.17. Distribution Pursuant to Qualified Domestic Relations
Orders: Notwithstanding any other provision regarding distributions or payment
of benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations Order ("QDRO") as
defined in ERISA and Code Section 414(p). Such distribution will be made only in
a form of benefit available under the Plan.
7.18. Payment to a Person Under a Legal Disability: If any
benefit under this Plan becomes payable to a person who is then incompetent or a
minor, the Plan Administrator may make such payment on behalf of such person to
the guardian or other legal representative of such person or to any individual
who has the custody or care of such person. Any payment made on behalf of any
such person as provided in this Section shall be binding on such person and
shall be in full discharge of any obligation of such payment to such person.
Exhibit F
- 39 -
<Page>
7.19. Unclaimed Benefits Procedure: The Plan does not
require either the Trustees or the Employer to search for, or ascertain the
whereabouts of, any Participant or Beneficiary. The Employer, by certified or
registered mail addressed to the Participant's last known address of record with
the Employer, shall notify any Participant or Beneficiary that he or she is
entitled to a distribution under the Plan. If the Participant or Beneficiary
fails to claim benefits or make his or her whereabouts known in writing to the
Employer within twelve (12) months of the date of mailing of the notice, or
before the termination or discontinuance of the Plan, whichever should first
occur, the Employer shall treat the Participant's or Beneficiary's unclaimed
Accrued Benefit as a Forfeiture. If a Participant or Beneficiary who has
incurred a Forfeiture of his Accrued Benefit under the provisions of this
Section makes a claim at any time for his or her forfeited Accrued Benefit, the
Employer shall restore the Participant's or Beneficiary's forfeited Accrued
Benefit within sixty (60) days after the Plan Year in which the Participant or
Beneficiary makes the claim.
7.20. Direct Rollovers: This Section applies to
distributions made on or after January 1, 1993. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's election
under this part, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability Of Provisions: The provisions of this
Article will apply to any Participant who is credited with at least one Hour of
Service with the Employer on or after August 23, 1984 and such other
Participants as provided in this Article.
8.2. Payment Of Qualified Joint And Survivor Annuity:
Unless an optional form of benefit is selected pursuant to a qualified election,
defined herein, within the 90-day period ending on the Annuity Starting Date,
the vested Accrued Benefit of a married Participant will be paid in the form of
a Qualified Joint and Survivor Annuity. Any other Participant's vested Accrued
Benefit will be paid in the form of a 10-Year Certain and Life Annuity.
8.3. Payment Of Qualified Pre-Retirement Survivor Annuity:
Unless an optional form of benefit has been selected within the election period
pursuant to a qualified election, as defined herein, if a Participant dies
before the Annuity Starting Date, the Participant's vested Accrued Benefit will
be paid to the surviving Spouse in the form of a Qualified Pre-Retirement
Survivor Annuity if the Participant has been married to the same spouse for at
least 12-consecutive months. The surviving Spouse may elect to start benefits on
any first day of the month on or after the Earliest
Exhibit F
- 40 -
<Page>
Retirement Date benefits could have been paid to the Participant if he had
ceased to be an Employee on the date of his death and survived to retire. If the
Spouse dies before the Qualified Pre-Retirement Survivor Annuity starts, the
only death benefit payable from the Participant's Accrued Benefit is the
Single-Sum Death Benefit provided in Section 4.6 (b).
8.4. Notice Requirements For Qualified Joint And Survivor
Annuity: In the case of a Qualified Joint and Survivor Annuity, the Plan
Administrator shall, no less than thirty (30) days and no more than ninety (90)
days prior to the Annuity Starting Date, as defined below, provide each
Participant a written explanation of:
(a) the terms and conditions of a Qualified
Joint and Survivor Annuity;
(b) the Participant's right to make, and the
effect of, an election to waive the Qualified Joint and Survivor Annuity form of
benefit;
(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Joint and Survivor
Annuity.
For purposes of this Section, the Annuity Starting Date will
mean the first day of the first period for which an amount is paid as an
annuity, whether by reason of retirement or disability.
8.5. Notice Requirements For Qualified Pre-Retirement
Survivor Annuity: In the case of a Qualified Pre-Retirement Survivor Annuity,
the Plan Administrator will provide each Participant within the applicable
period for such Participant a written explanation of the Qualified
Pre-Retirement Survivor Annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the requirements of the above
Section applicable to a Qualified Joint and Survivor Annuity. The applicable
period for a Participant is whichever of the following periods ends last:
(a) the period beginning with the first day of
the Plan Year in which the Participant attains age thirty-two (32) and ending
with the close of the Plan Year preceding the Plan Year in which the Participant
attains age thirty-five (35);
(b) a reasonable period ending after the
individual becomes a Participant;
(c) a reasonable period ending after this
paragraph ceases to apply to the Participant;
Exhibit F
- 41 -
<Page>
(d) a reasonable period ending after this
Article first applies to the Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable
period ending after the enumerated events described in (b), (c) and (d) is the
end of the two (2) year period beginning one (1) year prior to the date the
applicable event occurs, and ending one (1) year after that date. In the case of
a Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice will be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation from service. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be
re-determined.
8.6. Qualified Election: A qualified election will mean a
waiver of a Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement
Survivor Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a
Qualified Pre-Retirement Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing
to the election;
(b) the election designates a specific
Beneficiary, including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal consent (or the Spouse
expressly permits designations by the Participant without any further spousal
consent);
(c) the election designates a form of benefit
payment which may not be changed without spousal consent (or the Spouse
expressly permits designations by the Participant without any further spousal
consent);
(d) the Spouse's consent acknowledges the effect
of the election; and
(e) the Spouse's consent is witnessed by a Plan
representative or notary public.
If it is established to the satisfaction of the Plan
Administrator that there is no Spouse or that the Spouse cannot be located, a
waiver which complies with (b) and (c) above will be deemed a qualified
election. Any consent by a Spouse obtained
Exhibit F
- 42 -
<Page>
under this provision (or establishment that the consent of a Spouse can not be
obtained) will be effective only with respect to such Spouse. A consent that
permits designations by the Participant without any requirement of further
consent by such Spouse must acknowledge that the Spouse has the right to limit
consent to a specific Beneficiary, and a specific form of benefit where
applicable, and that the Spouse voluntarily elects to relinquish either or both
of such rights. A revocation of a prior waiver may be made by a Participant
without the consent of the Spouse at any time before the commencement of
benefits. The number of revocations will not be limited. No consent obtained
under this provision will be valid unless the Participant has received notice as
provided in the paragraphs below.
8.7. Election Period: The period which begins on the
first day of the Plan Year in which the Participant attains age thirty-five (35)
and ends on the date of the Participant's death. If a Participant separates from
service prior to the first day of the Plan Year in which age thirty-five (35) is
attained, with respect to the Accrued Benefit as of the date of separation, the
election period shall begin on the date of separation.
8.8. Pre-age Thirty-five (35) Waiver: A Participant who
has not attained age 35 as of the end of any current Plan Year may make a
special qualified election to waive the Qualified Pre-Retirement Survivor
Annuity for the period beginning on the date of such election and ending on the
first day of the Plan Year in which the Participant will attain age thirty-five
(35). Such election will not be valid unless the Participant receives a written
explanation of the Qualified Pre-Retirement Survivor Annuity in such terms as
are set forth under the Section above. Qualified Pre-Retirement Survivor Annuity
coverage will be automatically reinstated as of the first day of the Plan Year
in which the Participant attains age thirty-five (35). Any new waiver on or
after such date will be subject to the full requirements of this Article.
8.9. Transitional Joint And Survivor Annuity Rules:
Special transition rules apply to Participants who were not receiving benefits
on August 23, 1984.
(a) Any living Participant not receiving
benefits on August 23, 1984, who would otherwise not receive the benefits
prescribed by the previous paragraphs of this Article, must be given the
opportunity to elect to have the prior Sections of this Article apply if such
Participant is credited with at least one (1) Hour of Service under this Plan or
a predecessor plan in a Plan Year beginning on or after January 1, 1976 and if
such Participant had at least ten (10) Years of Service for vesting purposes
when the Participant separated from service.
(b) Any living Participant not receiving
benefits on August 23, 1984, who was credited with at least one Hour of Service
under this Plan or a predecessor plan on or after September 2, 1974, and who is
not otherwise credited with
Exhibit F
- 43 -
<Page>
any service in a Plan Year beginning on or after January 1, 1976, must be given
the opportunity to have Accrued Benefits paid in accordance with subparagraph
(d) below.
(c) The respective opportunities to elect (as
described in subparagraph (a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984, and ending on the
date benefits would otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to
subparagraph (b) and any Participant who does not elect under subparagraph (a)
or who meets the requirements of subparagraph (a) except that such Participant
does not have at least ten (10) Years of Service for vesting purposes on
separation from service, will have his or her Accrued Benefit distributed in
accordance with all of the following requirements if benefits would have been
payable in the form of a life annuity:
(1) Automatic Joint and Survivor
Annuity. If Benefits in the form of a life annuity become payable to a married
Participant who:
(i) begins to receive payments
under the Plan on or after Normal Retirement Age;
(ii) dies on or after Normal
Retirement Age while still working for the Employer;
(iii) begins to receive payments
under the Plan on or after the Qualified Early Retirement Age; or
(iv) separates from service on
or after attaining Normal Retirement Age (or the Qualified Early Retirement Age)
and after satisfying the eligibility requirements for the payment of benefits
under the Plan and thereafter dies before beginning to receive such benefits,
such benefits will be paid in the form of a
Qualified Joint and Survivor Annuity, unless the Participant has elected
otherwise during the election period. The election period must begin at least
six (6) months before the Participant attains Qualified Early Retirement Age and
end not more than ninety (90) days before the commencement of benefits. Any
election hereunder must be in writing and may be changed by the Participant at
any time.
(2) Election of Early Survivor Annuity.
A Participant who is employed after attaining the Early Retirement Age will be
given the opportunity to elect, during the election period, to have an early
survivor annuity payable on death. If the Participant elects the early survivor
annuity, payments under such annuity must not be less than the payments which
would have been made to the Spouse under the
Exhibit F
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Qualified Joint and Survivor Annuity if the Participant had retired on the day
before his or her death.
Any election under this provision will be in writing and may be changed by the
Participant at any time. The election period begins on the later of:
(i) the 90th day before the
Participant attains the Qualified Early Retirement Age, or
(ii) the date on which
participation begins, and ends on the date the Participant terminates employment
with the Employer.
(3) Qualified Early Retirement Age.
For purposes of this Qualified Early Retirement Age is the latest of:
(i) the earliest date, under
the Plan, on which the Participant may elect to receive retirement benefits,
(ii) the first day of the 120th
month beginning before the Participant reaches Normal Retirement Age, or
(iii) the date the Participant
begins participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding
any of the provisions herein concerning alienation of Plan benefits, the Plan
will honor and abide by the terms of a domestic relations order determined by
the Plan Administrator to be a Qualified Domestic Relations Order as defined in
Code Section 414 (p) "QDRO") providing for the assignment to a spouse or former
spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which states the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the
following in order to be deemed a QDRO:
(1) The name and last known mailing
address (if any) of the Participant and of each alternate payee covered by the
Order. However, if the
Exhibit F
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Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QDRO.
(2) The dollar amount or percentage of
the Participant's benefit to be paid by the Plan to each alternate payee, or the
manner in which the amount or percentage will be determined.
(3) The number of payments or period for
which the Order applies.
(4) The specific plan (by name) to which
the Order applies.
(b) An Order shall not be deemed a QDRO if it
requires the Plan to provide:
(1) any type or form of benefit, or any
option not already provided for in the Plan;
(2) increased benefits, or benefits in
excess of the Participant's vested rights;
(3) payment of a benefit earlier than
allowed by the Plan's earliest retirement provisions or in the case of a
profit-sharing plan, prior to the allowability of in-service withdrawals, or
(4) payment of benefits to an alternate
payee which are required to be paid to another alternate payee under another
QDRO.
(c) Promptly, upon receipt of an Order which may
or may not be "Qualified", the Plan Administrator shall notify the Participant
and any alternate payee(s) named in the Order of such receipt, and include a
copy of this paragraph. The Plan Administrator shall then forward the Order to
the Plan's legal counsel for an opinion as to whether or not the Order is in
fact "Qualified" as defined in Code Section 414(p). Within a reasonable time
after receipt of the Order, not to exceed 60 days, the Plan's legal counsel
shall make a determination as to its "Qualified" status and the Participant and
any alternate payee (s) shall be promptly notified in writing of the
determination.
(d) If the "Qualified" status of the Order is in
question, there will be a delay in any payout to any payee including the
Participant, until the status is resolved. In such event, the Plan Administrator
shall segregate the amount that would have been payable to the alternate
payee(s) if the Order had been deemed a QDRO. If the Order is not Qualified, or
the status is not resolved (for example, it has been sent
Exhibit F
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back to the Court for clarification or modification) within 18 months beginning
with the date the first payment would have to be made under the Order, the Plan
Administrator shall pay the segregated amounts plus interest to the person(s)
who would have been entitled to the benefits had there been no Order. If a
determination as to the Qualified status of the Order is made after the 18-month
period described above, then the Order shall only be applied on a prospective
basis. If the Order is determined to be a QDRO, the Participant and alternate
payee(s) shall again be notified promptly after such determination. Once an
Order is deemed a QDRO, the Plan Administrator shall pay to the alternate
payee(s) all the amounts due under the QDRO, including segregated amounts plus
interest which may have accrued during a dispute as to the Order's
qualification.
(e) The Earliest Retirement Age with regard to
the Participant against whom the Order is entered shall be the date the
Participant would otherwise first be eligible for benefits under the Plan.
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Rollovers:
Transfers and Rollovers from an Eligible Retirement Plan are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class: Any Employee who,
subsequent to January 1, 1976, is transferred to employment with an Affiliated
Employer and is no longer in the Eligible Class, shall receive credit for such
employment with the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred
Employee's employment with the Affiliated Employer while not in the Eligible
Class shall not be recognized or credited for purposes of determining Years of
Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Vesting Service.
Exhibit F
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(d) Benefit Formula - A transferred Employee's
benefits hereunder shall be based on Average Monthly Compensation and the
benefit rate in effect and applicable to persons terminating employment on the
last day such Employee was in the Eligible Class.
11.2. Transfer From Salaried Employment. Any Employee who
transfers from salaried employment with an Affiliated Employer and becomes a
member of the Eligible Class subsequent to December 1, 1950, shall receive
credit for service with the Affiliated Employer for purposes of this Plan as
follows:
(a) Years of Accrual Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Accrual Service hereunder,
provided there shall be no duplication of benefits under this Plan and any other
plan based on the same period of service, and no more than one year shall be
credited for benefit computation purposes under this and other plans of the
Employer.
(b) Years of Eligibility Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Vesting Service.
11.3. Transfer From Hourly Employment. Any Employee who
transfers from hourly employment with an Affiliated Employer and becomes a
member of the Eligible Class subsequent to January 1, 1976, shall receive credit
for service with the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred
Employee's employment with the Affiliated Employer shall not be recognized or
credited for purposes of determining Years of Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred
Employee's employment with the Affiliated Employer shall be recognized and
credited for purposes of determining Years of Vesting Service.
Exhibit F
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<Page>
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its
Board of Directors, has the right to amend the Plan at any time. However, no
amendment will authorize or permit any part of the Trust Fund (other than any
part that is required to pay taxes and administration expenses) to be used for
or diverted to purposes other than for the exclusive benefit of the Participants
or their Beneficiaries or estates; no amendment will cause any reduction in the
Accrued Benefit of any Participant or cause or permit any portion of the Trust
Fund to revert to or become the property of the Employer; except to the extent
such amendment is required to qualify or maintain the qualification of the Plan
under the applicable sections of the Code. Any amendment will become effective
as provided therein upon its execution.
For the purposes of this paragraph, an amendment to the Plan
which has the effect of:
(a) eliminating or reducing an early retirement
benefit or a retirement-type subsidy;
(b) eliminating an optional form of benefit (as
provided in Regulations under the Code); or
(c) restricting, directly or indirectly, the
benefits provided to any Participant prior to the amendment
will be treated as reducing the Accrued Benefit of a Participant, except that an
amendment described in clause (b) (other than an amendment having an effect
described in clause (a)) will not be treated as reducing the Accrued Benefit of
a Participant to the extent so provided in Regulations under the Code.
Amendment of the Plan by the Employer at any time when there
is a Participating Employer will only be made by written consent of each
Participating Employer.
12.2. Termination:
(a) The Employer, acting by its Board of
Directors, shall have the right to terminate the Plan by delivering to the
Trustee and the Plan Administrator written notice of such termination. However,
any termination (other than a partial termination or an involuntary termination
pursuant to ERISA Section 4042) must satisfy the requirements and follow the
procedures outlined herein and in ERISA Section 4041 for a Standard Termination
or a Distress Termination. Upon any termination (full or partial), all amounts
shall be allocated in accordance with the
Exhibit F
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provisions hereof and the Accrued Benefit, to the extent funded as of such date,
of each affected Participant shall become fully vested and shall not thereafter
be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the
Trustee and Plan Administrator, may direct:
(1) complete distribution of the Trust
Fund to the Participants, in cash or in kind, in a manner consistent with the
requirements of the Plan;
(2) continuation of the Trust Fund for
the Plan and the distribution of benefits at such time and in such manner as
though the Plan had not been terminated; or
(3) transfer of the assets of the Plan
to another qualified plan, provided that the trust to which the assets are
transferred permits the transfer to be made and, in the opinion of legal counsel
for the Employer, the transfer will not jeopardize the tax-exempt status of the
Plan or create adverse tax consequences for the Employer. The amounts
transferred will be fully vested at all times and will not be subject to
forfeiture for any reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first
notify all "affected parties" (as defined in ERISA Section 4001(a) (21)) of the
Employer's intention to terminate the Plan and the proposed date of termination.
Such termination notice must be provided at least sixty (60) days prior to the
proposed termination date. However, in the case of a standard termination, it
shall not be necessary to provide such notice to the Pension Benefit Guaranty
Corporation (PBGC). As soon as practicable after the termination notice is
given, the Plan Administrator shall provide a follow-up notice to the PBGC
setting forth the following:
(i) a certification of an
enrolled actuary of the projected amount of the assets of the Plan as of the
proposed date of final distribution of assets, the actuarial present value of
the "benefit liabilities" (as defined in ERISA Section 4001 (a) (16)) under the
Plan as of the proposed termination date, and confirmation that the Plan is
projected to be sufficient for such "benefit liabilities" as of the proposed
date of final distribution;
(ii) a certification by the Plan
Administrator that the information provided to the PBGC and upon which the
enrolled actuary based his certification is accurate and complete; and
Exhibit F
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(iii) such other information as
the PBGC may prescribe by regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the
follow-up notice is sent to the PBGC, the Plan Administrator shall provide all
Participants and Beneficiaries under the Plan with an explanatory statement
specifying each such person's "benefit liabilities", the benefit form on the
basis of which such amount is determined, and any additional information used in
determining "benefit liabilities" that may be required pursuant to regulations
promulgated by the PBGC.
(3) A standard termination may only
take place if at the time the final distribution of assets occurs, the Plan is
sufficient to meet all "benefit liabilities" determined as of the termination
date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first
notify all "affected parties" of the Employer's intention to terminate the Plan
and the proposed date of termination. Such termination notice must be provided
at least 60 days prior to the proposed termination date. As soon as practicable
after the termination notice is given, the Plan Administrator shall also provide
a follow-up notice to the PBGC setting forth the following:
(i) a certification of an
enrolled actuary of the amount, as of the proposed termination date, of the
current value of the assets of the Plan, the actuarial present value (as of such
date) of the "benefit liabilities" under the Plan, whether the Plan is
sufficient for "benefit liabilities" as of such date, the actuarial present
value (as of such date) of benefits under the Plan guaranteed under ERISA
Section 4022, and whether the Plan is sufficient for guaranteed benefits as of
such date;
(ii) in any case in which the
Plan is not sufficient for "benefit liabilities" as of such date, the name and
address of each Participant and Beneficiary under the Plan as of such date;
(iii) a certification by the Plan
Administrator that the information provided to the PBGC and upon which the
enrolled actuary based his certification is accurate and complete; and
(iv) such other information as
the PBGC may prescribe by regulation.
Exhibit F
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<Page>
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only
take place if:
(i) the Employer demonstrates
to the PBGC that such termination is necessary to enable the Employer to pay its
debts while staying in business, or to avoid unreasonably burdensome pension
costs caused by a decline in the Employer's work force;
(ii) the Employer is the subject
of a petition seeking liquidation in a bankruptcy or insolvency proceeding which
has not been dismissed as of the proposed termination date; or
(iii) the Employer is the subject
of a petition seeking reorganization in a bankruptcy in a bankruptcy or
insolvency proceeding which has not been dismissed as of the proposed
termination date, and the bankruptcy court (or such other appropriate court)
approves the termination and determines that the Employer will be unable to
continue in business outside a Chapter 11 reorganization process and that such
termination is necessary to enable the Employer to pay its debts pursuant to a
plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon
approval by the PBGC that the Plan is sufficient for "benefit liabilities" or
for "guaranteed benefits", or in the case of a "standard termination", a letter
of non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044 (a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase or irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation, such
balance, if any, shall be returned to the Employer. The portion of the excess
attributable to Required Contributions shall be paid to the Participant who made
these contributions. In the case of a "distress termination" in which the PBGC
is unable to determine that the Plan is sufficient for guaranteed benefits, the
assets of the Plan shall only be distributed in accordance with proceedings
instituted by the PBGC.
Exhibit F
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<Page>
(e) The termination of the Plan shall comply
with such other requirements and rules as may be promulgated by the PBGC under
authority of Title IV of the ERISA including any rules relating to time periods
or deadlines for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and
Trust Fund for the Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to, any other plan and trust. In the event of a
merger, consolidation or transfer, each Participant must receive a benefit
immediately after the merger, consolidation or transfer (as if the Plan had then
been terminated) which is at least equal to the benefit each Participant would
have received if the Plan had terminated immediately before the transfer, merger
or consolidation. Such transfer, merger or consolidation may not otherwise
result in the elimination or reduction of any benefit protected under Code
Section 411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding
anything herein to the contrary, with the consent of the Employer, any other
corporation or entity, whether an affiliate or subsidiary or not, may adopt this
Plan and all of the provisions hereof, and participate herein and be known as a
Participating Employer, by a properly executed document evidencing said intent
and will of such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the
same Trustee as provided in this Plan.
(b) The Trustee may, but will not be required
to, commingle, hold and invest as one Trust Fund all contributions made by
Participating Employers, as well as any earnings thereon.
(c) The transfer of any Participant from or to
an Employer participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by
termination of employment will inure only to the benefit of the Participants of
the Employer or Participating Employer for which the forfeiting Participant was
employed.
Exhibit F
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<Page>
(e) Any expenses of the Plan which are to be
paid by the Employer or borne by the Trust Fund will be paid by each
Participating Employer in the same proportion that the total amount standing to
the credit of all Participants employed by such employer bears to the total
amount standing to the credit of all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer
will be deemed to be a part of this Plan; provided, however, that with respect
to all of its relations with the Trustee and Plan Administrator for purposes of
this Plan, each Participating Employer will be deemed to have designated
irrevocably the Employer as its agent. Unless the context of the Plan clearly
indicates the contrary, "Employer" will be deemed to include each Participating
Employer as related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an
Employee may be transferred between Participating Employers, and in the event of
any such transfer, the Employee involved will transfer any accumulated service
and eligibility. No such transfer will effect a termination of employment
hereunder, and the Participating Employer to which the Employee is transferred
will thereupon become obligated hereunder with respect to such Employee in the
same manner as was the Participating Employer from whom the Employee was
transferred.
13.5. Participating Employer's Contribution: All
contributions made by a Participating Employer, as provided for in this Plan,
will be determined separately by each Participating Employer, and will be paid
to and held by the Trustee for the exclusive benefit of the Employees of such
Participating Employer and the Beneficiaries of such Employees, subject to all
the terms and conditions of this Plan. On the basis of the information furnished
by the Plan Administrator, the Trustee will keep separate books and records
concerning the affairs of each Participating Employer hereunder and as to the
accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer will immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating
Employer will be permitted to discontinue or revoke its participation in the
Plan. At the time of any such discontinuance or revocation, satisfactory
evidence thereof and of any applicable conditions imposed will be delivered to
the Trustee. The Trustee will thereafter transfer, deliver and assign Trust Fund
assets allocable to the Participants of such Participating Employer to such new
trustee as will have been designated by such Participating Employer, in the
event that it has established a separate pension plan for its Employees;
provided, however, that no such transfer will be made if the result is the
Exhibit F
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<Page>
elimination or reduction of any protected benefits under Section 411(d) or (e)
of the Code. If no successor is designated, the Trustee will retain such assets
for the Employees of said Participating Employer. In no such event will any part
of the Trust Fund as it relates to such Participating Employer be used for or
diverted for purposes other than for the exclusive benefit of the Employees for
such Participating Employer.
13.7. Plan Administrator's Authority: The Plan
Administrator will have authority to make all necessary rules and regulations,
binding upon all Participating Employers and all Participants, to effectuate the
purpose of this Article.
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The
Employer is authorized to appoint the Trustee and the Plan Administrator as it
deems necessary for the proper administration of the Plan. The Employer will
from time to time informally review the performance of the Trustee, Plan
Administrator or other persons to whom duties have been delegated or allocated
by it. Any person serving as Plan Administrator may resign upon thirty (30) days
prior written notice to the Employer. The Employer is authorized to remove any
person serving as Plan Administrator at any time and in its sole discretion
appoint a successor whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is
responsible for administering the Plan for the exclusive benefit of the
Participants and their Beneficiaries, subject to the specific terms of the Plan.
The Plan Administrator will manage, operate and administer the Plan in
accordance with the terms of the Plan and will have full power and authority to
construe and resolve all questions arising in connection with the
administration, interpretation, and application of the Plan. Any determination
by the Plan Administrator will be final and binding upon all persons, and unless
it can be shown to be arbitrary and capricious will not be subject to "de novo"
review. The Plan Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in any manner and to any
extent as it deems necessary to carry out the purpose of the Plan; provided,
however, that any procedure, discretionary act, interpretation or construction
be nondiscriminatory and based upon principles consistent with the intent of the
Plan to continue to be deemed a qualified plan under the terms of Code Section
401(a). The Plan Administrator will have all powers necessary or appropriate to
accomplish its duties under this Plan.
14.3. Delegation of Powers: The Plan Administrator may
appoint such assistants or representatives as it deems necessary for the
effective exercise of its duties. The Plan Administrator may delegate to such
assistants and representatives any powers and duties, both ministerial and
discretionary, as it deems expedient or appropriate.
Exhibit F
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<Page>
14.4. Appointment of Advisers: The Plan Administrator may
appoint counsel, specialists, advisers, and other persons as the Plan
Administrator deems necessary or desirable in connection with the administration
of the Plan.
14.5. Records and Reports: The Plan Administrator will
keep a record of all actions taken. In addition, it will keep all other books,
records, and other data that are necessary for administration of the Plan, and
it will be responsible for supplying all information and reports to
Participants, Beneficiaries, the Internal Revenue Service, the Department of
Labor and others as required by law.
14.6. Information from Employer: The Employer will supply
the Plan Administrator with full and timely information on all matters relating
to the Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.7. Majority Actions: Except where there has been an
allocation and delegation of administrative authority, if there shall be more
than one Plan Administrator, they shall act by a majority of their number, but
may authorize one or more of them to sign any documents on their behalf.
14.8. Expenses: All expenses and costs of administering
the Plan may be paid out of the Trust Fund unless actually paid by the Employer.
Expenses will include any expenses incident to the functioning of the Plan
Administrator, including, but not limited to, fees of accountants, counsel, and
other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses will be considered a liability of the Trust Fund.
However, the Employer may reimburse the Trust Fund for any administrative
expense incurred. Any administrative expense paid to the Trust Fund as a
reimbursement will not be considered and Employer contribution.
14.9. Discretionary Acts: Any discretionary actions of the
Plan Administrator with respect to the administration of the Plan shall be made
in a manner which does not discriminate in favor of stockholders, officers and
Highly Compensated Employees.
14.10. Responsibility of Fiduciaries: The Plan
Administrator and members of the Administrative Committee, and their assistants
and representatives shall be free from all liability for their acts and conduct
in the administration of the Plan except for acts of willful misconduct;
provided, however, that the foregoing shall not relieve any of them from any
liability for any responsibility, obligation or duty they may have pursuant to
ERISA or the Code.
Exhibit F
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<Page>
14.11. Indemnity by Employer: In the event of and to the
extent not insured against by any insurance company pursuant to provisions of
any applicable insurance policy, the Employer shall indemnify and hold harmless,
to the extent permitted by law, any individual Trustee, the Plan Administrator,
and their assistants and representatives from any and all claims, demands, suits
or proceedings which may in connection with the Plan or Trust Agreement be
brought by the Employer's Employees, Participants or their Beneficiaries or
legal representatives, or by any other person, corporation, entity, government
or agency thereof; provided, however, that such indemnification shall not apply
to any such person for such person's acts of willful misconduct in connection
with the Plan or Trust Agreement.
14.12. Claims Procedure: Claims for benefits under the
Plan may be filed with the Plan Administrator. Written notice of the disposition
of a claim will be furnished to the claimant within ninety (90) days after the
application is filed. In addition, in the event the claim is denied, the Plan
Administrator shall:
(a) state the specific reason or reasons for the
denial,
(b) provide specific reference to pertinent Plan
provisions on which the denial is based,
(c) provide a description of any additional
material or information necessary for the Participant or his representative to
perfect the claim and an explanation of why such material or information is
necessary, and
(d) explain the Plan's claim review procedure as
contained in this Plan.
Any claimant who has been denied a benefit by the Plan
Administrator will be entitled to request the Plan Administrator to give further
consideration to the claim by filing with the Plan Administrator a request for a
hearing. The request, together with a written statement of the reasons why the
claimant believes the claim should be allowed, must be filed with the Plan
Administrator within sixty (60) days after the claimant receives written
notification from the Plan Administrator regarding the denial of the claimant's
claim. The Plan Administrator will conduct a hearing within the next sixty (60)
days, at which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Plan Administrator) the claimant or his or her representative will
have an opportunity to review all documents in the possession of the Plan
Administrator which are pertinent to the claim at issue and its disallowance.
Either the claimant or the Plan Administrator may cause a court reporter to
attend the hearing and record the
Exhibit F
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<Page>
proceedings, in which event a complete written transcript of the proceedings
will be furnished to both parties by the court reporter. The full expense of the
court reporter and transcripts will be borne by the party causing the court
reporter to attend the hearing. A final decision as to the allowance of the
claim will be made by the Plan Administrator within sixty (60) days of the
hearing (unless there has been an extension of time due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). The final
decision will be written and will include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an
insurance company, unless exempted by the Act and regulations thereunder, shall
be bonded in an amount not less than 10% of the amount of the funds such
fiduciary handles; provided, however, that the minimum bond shall be $1,000 and
the maximum bond, $500,000. The amount of funds handled by such person, group,
or class to be covered and their predecessors, if any, during the preceding Plan
Year, or if there is not preceding Plan Year, then by the amount of the funds to
be handled during the then current year. The bond shall provide protection to
the Plan against any loss by reason of acts of fraud or dishonesty by the
fiduciary alone or in connivance with others. The surety shall be a corporate
surety company (as such term is used in ERISA Section 412(a)(2)), and the bond
shall be in a form approved by the Secretary of Labor. Notwithstanding anything
in the Plan to the contrary, the cost of such bonds shall be an expense of and
may, at the election of the Plan Administrator, be paid from the Trust Fund or
by the Employer.
15.2. Action by the Employer: Whenever the Employer under
the terms of the Plan is permitted or required to do or perform any act or
matter or thing, it shall be done and performed by a person duly authorized by
its legally constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to
constitute a contract of employment between the Employer and any Participant or
to be a consideration for, or an inducement or condition of, the employment of
any Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be
retained in the service of the Employer,
(b) to interfere with the right of the Employer
to discharge any Participant at any time,
Exhibit F
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(c) to give the Employer the right to require
any Employee to remain in its employ, or
(d) to affect any Employee's right to terminate
employment at any time.
15.4. Alienation: Subject to the exceptions provided
below, no benefit payable out of the Trust Fund to any person (including a
Participant or the Participant's Beneficiary) is to 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, or charge will be void. Further, no such benefit shall in any manner
be liable for, or subject to, the debts, contracts, liabilities, engagements, or
torts of any such person, nor shall it be subject to attachment or legal process
for or against such person.
This provision will not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of the
Plan.
This provision will not apply to the extent of a "Qualified
Domestic Relations Order" defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Plan Administrator
under the provisions of the Retirement Equity Act of 1984.
15.5. Governing Law. This Plan will be construed and
enforced according to ERISA and, the laws of the state in which the Employer has
its principal office, other than its laws respecting choice of law, to the
extent not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of
the Employer that the Plan, and the trust established by the Employer to
implement the Plan, be in compliance with the provisions of Sections 401 and 501
of the Code and the requirements of ERISA, and the corresponding provisions of
any subsequent laws, and the provisions of the Plan shall be construed to
effectuate such intention.
15.7. Usage: Any term used herein in the singular or
plural or in the masculine, feminine or neuter form will be construed in the
singular or plural, or in the masculine, feminine or neuter form as proper
reading requires.
15.8. Legal Action: In the event any claim, suit, or
proceeding is brought regarding the Plan or Trust for the Plan established
hereunder to which the Trustee or the Plan Administrator may be a party, and the
claim, suit, or proceeding is resolved in favor of the Trustee or Plan
Administrator, they will be entitled to reimbursement from the Trust Fund for
any and all costs, attorneys' fees, and other expenses pertaining thereto
incurred by them for which they will have become liable.
Exhibit F
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15.9. Exclusive Benefit: Except as provided below and
otherwise specifically permitted by law, the Trust Fund maintained pursuant to
the Plan may not be diverted to or used for other than the exclusive benefit of
the Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against diversion of Funds: Except as
provided below and otherwise specifically permitted herein or by law, it shall
be impossible by operation of the Plan by power of revocation or amendment, by
the happening of any contingency, by collateral arrangement or by any other
means, for any part of the corpus or income of any fund maintained pursuant to
the Plan or any funds contributed thereto to be used for, or diverted to,
purposes other than the exclusive benefit of former or current Participants,
retired Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to
the fund shall be irrevocable except s provided below:
(a) In the event the Employer makes an excessive
contribution because of a mistake of fact (pursuant to Section 403(c)(2)(A) of
ERISA), the Employer may demand repayment of such excessive contribution at any
time within one year following the time of payment and the Trustee thereupon
will return the excessive amount to the Employer within the one-year period.
Earnings of the Plan attributable to the excess contribution will not be
returned to the Employer but any losses attributable thereto will reduce the
amount so returned.
(b) In the event the Plan receives an adverse
determination from the Commissioner of the Internal Revenue with respect to its
initial qualification, any contribution made incident to the initial
qualification by the Employer may be returned to the Employer within one-year
after such determination, provided the application for the determination is made
by the time prescribed by law for filing the Employer's return for the taxable
year in which the Plan was adopted, or such later date as the Secretary of the
Treasury may prescribe.
(c) Notwithstanding any provisions of the Plan
to the contrary, all contributions by the Employer are conditioned upon the
deductibility of the contributions by the Employer under the Code and, to the
extent any such deduction is disallowed, the Employer may, within one year
following the disallowance of the deduction, demand repayment of such disallowed
contribution and the Trustee must return the contribution within one year
following the disallowance. Earnings of the Plan attributable to the
contribution for which such deduction is disallowed may not be returned to the
Employer, but any losses attributable thereto must reduce the amount so
returned.
Exhibit F
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15.12. Employer's Protective Clause: Neither the Employer
nor the Trustee, nor their successors, will be responsible for the validity of
any insurance or annuity contract issued hereunder or for the failure on the
part of the insurer to make payments provided by any contract, or for the action
of any person which may delay payment or render a contract null and void or
unenforceable in whole or in part.
15.13. Insurer's Protective Clause: Any insurer who will
issue contracts hereunder will not have any responsibility for the validity of
this Plan or for the tax or legal aspects of this Plan. The insurer will be
protected and held harmless in acting in accordance with any written direction
of the Trustee, and will have no duty to see to the application of any funds
paid to the Trustee, nor will be required to question any actions directed by
the Trustee.
15.14. Receipt and Release for Payments: Any payment to a
Participant, a Participant's legal representative or Beneficiary, or to any
guardian appointed for the Participant or Beneficiary will, to the extent
thereof, be in full satisfaction of all claims hereunder against the Trustee and
the Employer, either of whom may require the Participant, legal representative
or Beneficiary or guardian, as a condition precedent to such payment, to execute
a receipt and release thereof in such form as determined by the Trustee or
Employer.
15.15. Headings: The headings and subheadings of this Plan
have been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.
ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will
have the following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at
Normal Retirement Age determined pursuant to Section 4.1 hereof accrued as of
any date.
A Participant's Accrued Benefit derived from Employer
contributions is the excess, if any, of the total Accrued Benefit over the
Accrued Benefit derived from Employee contributions.
A Participant's Accrued Benefit derived from Employee
contributions shall be equal to the Required Contribution Accrued Benefit.
Notwithstanding the above, a Participant's Accrued Benefit
derived from Employer contributions shall not be less than the minimum Accrued
Benefit provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy
Plan."
Exhibit F
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16.2. Actuarial Equivalent: The conversion to a form of
benefit differing in time, period, or manner of payment from the specific
benefit provided under the Article herein entitled "Plan Benefits" accomplished
by applying the actuarial assumptions set forth in Schedule A attached hereto
and made a part hereof.
16.3. Administrative Committee: The person or persons or
entity appointed by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any
corporation which is a member of a controlled group of corporations (as defined
in Code Section 414(b)) which includes the Employer; any trade or business
(whether or not incorporated) which is under common control (as defined in Code
Section 414(c)) with the Employer; and any other entity required to be
aggregated with the Employer pursuant to Regulations under Code Section 414(c).
16.5. Aggregation Group: Either a Required Aggregation
Group or a Permissive Aggregation Group.
(a) Required Aggregation Group: The group of
plans consisting of the following, which are required to be aggregated:
(1) all the plans of the Employer in
which a Key Employee is a Participant during the Plan Year containing the
Determination Date or any of the preceding four Plan Years; and
(2) any other plan of the Employer which
enables any plan in which a Key Employee participates to meet the requirements
of Code Section 401(a)(4) or 410.
If the Required Aggregation Group is a
Top-Heavy Group, all plans in the Required Aggregation Group in which the
Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Required Aggregation is not a Top-Heavy Group, no plan
in the Required Aggregation Group will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of
plans consisting of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required
Aggregation Group which the Employer wishes to treat as being aggregated with
the Required Aggregation
Exhibit F
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Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a
Top-Heavy Group, only those plans which are part of the Required Aggregation
Group and in which the Determination Dates fall within the same calendar year
will be considered Top-Heavy Plans. If the Permissive Aggregation Group is not a
Top-Heavy Group, then no plan in the Permissive Aggregation Group will be
considered a Top-Heavy Plan.
(c) Any terminated plan maintained by the
Employer within the last five Plan Years ending on the Determination Date will
be included in determining the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under
the terms of the Plan (exclusive of any benefit not required to be considered
for purposes of applying the limitations of Code Section 415 to the Plan)
payable in the form of a Straight Life Annuity with no ancillary benefits. If
the benefit under the Plan is payable in any other form, the Annual Benefit
shall be adjusted to be the Actuarial Equivalent of a Straight Life Annuity.
16.8. Annualized Rate of Pay. The Basic Earnings of an
Employee while in the Eligible Class divided by the actual Hours of Service
credited to the Employee while in the Eligible Class during the Compensation
Year, and multiplied by 2080.
16.9. Annuity: A single premium annuity contract or an
annuity under a group annuity contract purchased by the Trustee on behalf of a
Participant or Beneficiary from an insurance company for purposes of providing
the benefits payable under the terms of the Plan.
16.10. Average Monthly Compensation: The monthly average
of a Participant's Annualized Rate of Pay for the five (5) consecutive
Compensation Years which produce the highest monthly average. If a Participant
has less than five (5) consecutive Compensation Years, Average Monthly
Compensation will be averaged over his actual Compensation Years.
16.11. Annuity Starting Date: The first day of the first
period for which an amount is paid as an annuity or, in the case of a benefit
not payable in the form of an annuity, the first day on which all events have
occurred that entitles the Participant to such benefit. In the case of a
deferred annuity, the Annuity Starting Date shall be the date on which the
annuity payments are scheduled to commence.
Exhibit F
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16.12. Basic Earnings: Total regular earnings and any
other extra taxable remuneration earned by a Participant from the Employer
during a Compensation Year, excluding the premium for overtime and adjusted to
remove shift differential.
16.13. Beneficiary:
(a) The last person or persons designated by the
Participant to receive benefits payable under the Plan in the event of death. In
the event a Beneficiary is not designated, the Participant's surviving Spouse
will be the deemed Beneficiary. If neither a designated Beneficiary nor the
Participant's Spouse survives the Participant the Participant's estate will be
deemed the Beneficiary.
(b) Subject to the terms of any life insurance
policy, any designated Beneficiary may be changed from time to time. To change a
Beneficiary in a policy the Participant must inform the Plan Administrator and
the Trustee in writing. The Trustee must take immediate steps to complete the
change with the insurer but will not be liable for any delay in making the
change, unless caused by its gross negligence. No change of Beneficiary will be
binding upon the insurer until forms properly executed by the Trustee have been
filed with and acknowledged by the insurer at its home office.
(c) No designation of Beneficiary or change of
designation of Beneficiary made under this Section will be effective until the
Plan Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant, and, if the Participant is
married and the designated Beneficiary is not the Participant's Spouse,
consented to by the Participant's Spouse. The Spouse's written consent will
acknowledge the effect of the consent and will be witnessed by the Plan
Administrator or by a notary public.
(d) No spousal consent to a Beneficiary designation is
required if
(1) The Participant's Spouse has waived the
right to be the Participant's Beneficiary and such waiver is in accordance with
the last sentence of paragraph (c) above;
(2) it is established to the satisfaction of the
Plan Administrator that
(i) the Participant has no Spouse or
(ii) the Participant's Spouse cannot be
located;
Exhibit F
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(3) no spousal consent is required in accordance
with applicable Treasury or Department of Labor Requirements.
In such event, the designation of a Beneficiary shall be made
on a form satisfactory to the Plan Administrator. A Participant may at any time
revoke his designation of a Beneficiary or change his Beneficiary by filing
written notice of such revocation or change with the Plan Administrator.
However, the Participan's Spouse must again consent in writing to any change in
Beneficiary unless the original consent acknowledged that the Spouse had the
right to limit consent only to a specific Beneficiary and that the Spouse
voluntarily elected to relinquish such right. In the event no valid designation
of Beneficiary exists at the time of the Participant's death, the death benefit
shall be payable to the Participant's estate.
16.14. Break in Service
For purposes of determining eligibility, and Years of
Eligibility Service, a 12-consecutive month period (computation period) during
which the Employee does not complete more than 500 Hours of Service with the
Employer.
For purposes of determining Years of Accrual Service, a Period
of Severance of at least twelve (12) consecutive months.
For vesting purposes, a 12-consecutive month period
(computation period) during which the Employee does not complete more than 500
Hours of Service with the Employer.
For all other purposes, a 12-consecutive month period
(computation period) during which the Participant does not complete more than
500 Hours of Service with the Employer.
The computation period shall be the Plan Year unless a
different computation period is expressly stated.
16.15. Code: The Internal Revenue Code of 1986, including
any amendments thereto.
16.16. Compensation: The Annualized Basic Rate of Pay of
an Employee.
The Compensation of each Participant which may be taken into
account under the Plan for any Plan Year beginning after December 31, 1988 and
before January 1, 1994, will not exceed $200,000, as adjusted under Code Section
415(d). For Plan Years beginning after December 31, 1993, the Compensation of
each Participant which may be taken into account under the Plan will not exceed
$150,000,
Exhibit F
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except as adjusted as follows: For any Plan Year beginning after December 31,
1994, such $150,000 annual compensation limit shall be adjusted as provided
under Code Section 415(d), except that such adjustments shall only be made in
increments of $10,000, rounded down to the next lowest multiple of $10,000.
Notwithstanding the foregoing, if the Plan is maintained pursuant to one or more
collective bargaining agreements ratified before August 10, 1993, the above
provision limiting Compensation to $150,000 shall not apply to contributions
made or benefits accrued pursuant to such collective bargaining agreements for
Plan Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such
collective bargaining agreements terminates, without regard to any extension,
amendment, or modification made on or after August 10, 1993.
If the period for determining compensation used in calculating
an Employee's benefit for a determination period is a short plan year (i.e.
shorter than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year, and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted applicable annual compensation
limitation is exceeded, then (except for purposes of determining the portion of
compensation up to the integration level if this plan provides for permitted
disparity), the limitation shall be prorated among the affected individuals in
proportion to each such individual's compensation as determined under this
Section prior to the application of this limitation or, the limitation shall be
adjusted in accordance with any other method permitted by Regulation.
If compensation for any prior determination period is taken
into account in determining an Employee's benefit for the current determination
period, the compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year.
For purposes of applying the limitations of Code Section 415,
"Code Section 415 Compensation" will include the Participant's wages, salaries,
fees for professional service and other amounts for personal services actually
rendered in the
Exhibit F
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course of employment with an Employer maintaining the Plan (including, but not
limited to, commissions paid to salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips and bonuses
and, in the case of a Participant who is an Employee within the meaning of Code
Section 401(c)(1) and the Regulations thereunder, the Participant's Earned
Income (as described in Code Section 401(c)(2) and the Regulations thereunder))
paid during the Limitation Year. "415 Compensation" will exclude:
(a) Employer contributions to a plan of deferred
compensation which are not includible in the Employee's gross income for the
taxable year in which contributed, or Employer contributions under a simplified
employee pension plan to the extent such contributions are deductible by the
Employee, or any distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity described in Section
403(b) of the Internal Revenue Code (whether or not the amounts are actually
excludible from the gross income of the Employee).
For purposes of applying the limitations of Code Section 415,
"415 Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
16.17. Compensation Year: A one-year period beginning on
the September 1 immediately preceding the Participant's Entry Date and ending on
the August 31 each following year during which such Participant is an active
Participant, for all such periods through August 31, 1993. A one-year period
beginning on January 1 and ending on December 31 during which such Participant
is an active Participant for all such periods commencing on or after January 1,
1993. Compensation received during the period January 1, 1993 through August 31,
1993 shall be considered for purposes of the Compensation Year ending August 31,
1993 and the Compensation Year ending December 31, 1993.
16.18. Controlled Group: Any group of business entities
under common control, including but not limited to proprietorships and
partnerships, or a
Exhibit F
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controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
16.19. Determination Date: For any Plan Year subsequent to
the first Plan Year, the last day of the preceding Plan Year. For the first Plan
Year, the last day of that Plan Year.
16.20. Direct Rollover: A direct rollover is a payment by
the Plan to an Eligible Retirement Plan specified by the Distributee.
16.21. Disability: The inability to engage in any
substantial gainful activity by reason of sickness or injury, while such
Participant is eligible for and receives a disability benefit under Title II of
the Federal Social Security Act. The permanence and degree of such impairment
will be supported by medical evidence.
16.22. Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee's or former Employee's surviving
Spouse and the Employee's or former Employee's former Spouse who is the
alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are Distributees with regard to the interest of the
Spouse or former Spouse.
16.23. Earliest Retirement Date: The earliest date on
which the Participant could elect to receive retirement benefits under the Plan.
16.24. Early Retirement Date: The age on which a
Participant shall have (a) attained age fifty-five (55), and (b) completed ten
(10) years of Vesting Service.
16.25. Early Retirement Date: The first day of the month
coinciding with or next following a Participant's attainment of Early Retirement
Age on which the Participant elects to begin receiving his retirement benefits
hereunder.
16.26. Eligible Class: Employment at the Pyle-National
Division, represented by the General Service Employees' Union, Local No. 73 of
the Service Employees' International Union, AFL-CIO.
16.27. Eligible Retirement Plan: An individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section 401(a) of
the Code, that accepts the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the surviving
Spouse, an Eligible Retirement Plan is only an individual retirement account or
individual retirement annuity.
Exhibit F
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16.28. Eligible Rollover Distribution: Any distribution of
all or any portion of the balance to the credit of the Distributee, except that
an eligible rollover distribution does not include: any distribution that is one
of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
16.29. Employee: Any person in the employ of the Employer
or of any other employer required to be aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Code, excluding any person who is an
independent contractor.
The term Employee will also include any Leased Employee deemed
to be an Employee of any employer described in the previous paragraph as
provided in Sections 414(n) or (c) of the Code.
16.30. Employer: Amphenol Corporation, any successor which
will maintain this Plan and any predecessor which has maintained this Plan. The
Employer is a Corporation, with principal offices in the State of Connecticut.
16.31. Employment Commencement Date: The date the Employee
first performs an Hour of Service for the Employer.
16.32. ERISA: The Employee Retirement Income Act of 1974,
as it may from time to time be amended or supplemented.
16.33. Family Member: The Employee's Spouse, any of the
Employee's lineal descendents and ascendants and the spouses of the Employee's
lineal descendents and ascendants, all as described in Code Section
414(q)(6)(B).
16.34. Fiscal year: The Employer's accounting year of 12
months commencing on January 1 of each year and ending the following December
31.
16.35. Forfeiture: That portion of a Participant's Accrued
Benefit that is not vested, and occurs on the earlier of:
(a) the distribution of the entire vested
portion of a Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the
Participant incurs five (5) consecutive 1-Year Breaks in Service.
Exhibit F
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Furthermore, for purposes of paragraph (a) above, in the case
of a Participant who has terminated employment with the Employer, and whose
vested Accrued Benefit is zero, such Participant shall be deemed to have
received a distribution of his vested Accrued Benefit upon his termination of
employment. In addition, the term Forfeiture shall also include amounts deemed
to be Forfeitures pursuant to any other provision of this Plan.
16.36. Highly Compensated Employee: An Employee who, on
the snapshot day:
(a) is a five percent (5%) owner (as defined in
the definition of "Key Employee");
(b) received Compensation from the Employer in
excess of the amount set forth in Code Section 414(q)(1)(B) (as adjusted
pursuant to Section 415(d) of the Code);
(c) received Compensation from the Employer in
excess of the amount set forth in Code Section 414(q)(1)(C) and was a member of
the Top-Paid Group; or
(d) was an officer of the Employer described in
Code Section 414(q)(1)(D).
If the determination on Employee's status as a Highly
Compensated Employee is made earlier than the last day of the Plan Year,
Compensation shall be projected for the Plan Year under a reasonable method
established by the Employer.
In the event there are Employees not employed on the snapshot
day that are taken into account for purposes of the "nondiscrimination
requirements" identified in Rev. Proc. 93-42, the term Highly Compensated
Employee shall include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot
day and was a Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year
greater than or equal to the projected Compensation of any Employee who is
treated as a Highly Compensated Employee on the snapshot day (except for
Employees who are Highly
Exhibit F
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Compensated Employees solely because they are five percent (5%) owners or
officers); or
(iii) is an officer and has Compensation
greater than or equal to the projected Compensation of any other officer who is
a Highly Compensated Employee on the snapshot day solely because that person is
an officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.37. Highly Compensated Participant: A Highly
Compensated Employee who has satisfied the eligibility requirements and is
participating in the Plan.
16.38. Hour of Service:
(1) Each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Employer. These hours
will be credited to the Employee for the computation period in which the duties
are performed.
(2) Each hour for which an Employee is paid, or
entitled to payment, by the Employer on account of a period of time during which
no duties are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, during the
applicable computation period. Notwithstanding the above,
(a) no more than 501 Hours of Service
shall be credited to an Employee an account of any single continuous period
during which the Employee performs no duties (whether or not such period occurs
in a single computation period);
(b) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed shall not be credited to the Employee if
such payment is made or due under a plan maintained solely for the purpose of
complying with applicable worker's compensation, or unemployment compensation or
disability insurance laws; and
(c) Hours of Service shall not be
credited for a payment which solely reimburses an Employee for medical or
medically related expenses incurred by the Employee.
Exhibit F
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For purposes of this Section, a payment shall be deemed to be
made by or due from the Employer regardless of whether such payment is made by
or due from the Employer directly, or indirectly through, among others, a trust
fund, or insurer, to which the Employer contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer, or
other entity are for the benefit of particular Employees or are on behalf of a
group of Employees in the aggregate.
(3) Each hour for which back pay, irrespective
of mitigation of damages, is either awarded or agreed to by the Employer. The
same Hours of Service will not be credited both under paragraph (1) or paragraph
(2), as the case may be, and under this paragraph (3). These hours will be
credited to the Employee for the computation period or periods to which the
award or agreement pertains rather than the computation period in which the
award, agreement or payment is made.
Hours of Service will be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414(c)) of which the
adopting Employer is a member, and any other entity required to be aggregated
with the Employer pursuant to Code Section 414(o) and the Regulations
thereunder.
Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code Section 414(n) or
Code Section 414(o) and the Regulations thereunder.
The provisions of Department of Labor Regulations 2530.200b-2
(b) and (c) are incorporated herein by reference.
Solely for purposes of determining whether a Break in Service
for eligibility or vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons will
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such absence. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence
(1) by reason of the pregnancy of the
individual,
(2) by reason of a birth of a child of the
individual,
(3) by reason of the placement of a child with
the individual in connection with the adoption of such child by such individual,
or
Exhibit F
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(4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph will be
credited (i) in the computation period in which the absence begins if the
crediting is necessary to prevent a Break in Service in that period, or (ii) in
all other cases, in the following computation period.
Solely to determine whether a one Year Break in Service has
occurred for eligibility or vesting purposes for an Employee who is absent on
maternity or paternity leave, a Break in Service will not be deemed to occur
until the second anniversary of the first day of the maternity or paternity
leave. The period between the first and second anniversaries of the maternity or
paternity leave neither counts as a Break in Service nor as a Year of Service.
Service will be determined on the basis of accrual hours for
which an Employee is paid or entitled to payment.
16.39. Inactive Participant: A former active Participant
who has an Accrued Benefit.
16.40. Key Employee: An Employee who, at any time during
the Plan Year or any of the four preceding Plan Years, is
(a) an officer of the Employer having
Compensation greater than fifty percent (50)% of the amount in effect under
Section 415(b)(1)(A) of the Code for any Plan Year;
(b) one of the ten (10) Employees having
Compensation from the Employer of more than the limitation in effect under
Section 415(c)(1)(A) of the Code and owning (or considered as owning within the
meaning of Code Section 318) the largest interests in the Employer;
(c) a five percent (5%) owner of the Employer.
"Five percent (5%) owner" means any person who owns (or is considered as owning
within the meaning of Code Section 318) more than five percent (5%) of the
outstanding stock of the Employer or stock possessing more than five percent
(5%) of the total combined voting power of all stock of the Employer, or in the
case of an unincorporated business, any person who owns more than five percent
(5%) of the capital or profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer
having Compensation from the Employer of more than $150,000. "One percent (1%)
owner" means any person who owns (or is considered as owning within the meaning
of Code
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Section 318) more than one percent (1%) of the outstanding stock of the
Employer or stock possessing more than one percent (1%) of the total combined
voting power of all Stock of the Employer, or in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or
profits interest in the Employer.
For purposes of paragraph (a), no more than the lesser of (i)
fifty Employees, or (ii) the greater of ten percent (10%) of the Employees or
three Employees will be treated as officers. For purposes of paragraph (b), if
two Employees have the same interest in the Employer, the Employee having
greater Compensation from the Employer will be treated as having larger
interest. Such term will not include any officer or Employee of an entity
referred to in Section 414(d) of the Code (relating to governmental plans). For
purposes of determining the number of officers taken into account under
paragraph (a), Employees described in Section 414(q)(8) of the Code will be
excluded.
16.41. Late Retirement Date: The first day of the month
selected by a Participant for commencement of retirement benefits which follows
a Participant's Normal Retirement Date and is no later than the earlier of
(1) the first day of the month coinciding with
immediately following, if none coincides with) the date the Participant ceases
to be an Employee, or
(2) the first day of the month in which the
Participant performs no more than 40 Hours of Service. A later retirement date
may apply if the Participant so elects.
16.42. Leased Employee: Any person (other than an Employee
of the Employer) who pursuant to an agreement between the Employer and any other
person ("leasing organization") has performed for the Employer (or for the
Employer and related persons determined in accordance with Section 414(n)(6) of
the Code) services of a type historically performed by employees in the business
field of the Employer on a substantially full-time basis for a period of at
least one year. Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed for the
Employer will be treated as provided by the Employer.
A Leased Employee will not be considered an Employee of the
Employer if:
(a) such Leased Employee is covered by a money
purchase pension plan providing:
(1) a nonintegrated employer
contribution rate of at least ten percent (10%) of compensation, as defined in
Section 415 (c) (3) of the Code, but including amounts contributed pursuant to a
salary reduction agreement which are
Exhibit F
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excludable from the employee's gross income under Section 125, Section 402 (e)
(3), Section 402 (h) or Section 403 (b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than
twenty percent (20%) of the Employer's Non-Highly Compensated Employees.
16.43. Limitation Year: The Plan Year.
16.44. Non-Highly Compensated Employee: Any Employee who
is not a Highly Compensated Employee.
16.45. Non-Key Employee: Any Employee who is not a Key
Employee.
16.46. Normal Form of Benefit: A Straight Life Annuity
with a ten (10) years certain period.
16.47. Normal Retirement Age: Age Sixty-five (65).
16.48. Normal Retirement Date: The first day of the month
coinciding with or next following a Participant's attainment of Normal
Retirement Age.
16.49. Participant: Any Employee who has satisfied the
eligibility requirements and is participating in the Plan.
16.50. Participating Employer: Any corporation or entity,
other than the Employer, whether an affiliate or subsidiary of the Employer or
not, who, with the consent of the Employer and the Trustee, adopts the Plan and
all of the provisions hereof by a properly executed document evidencing said
intent of such Participating Employer.
16.51. Period of Military Duty: The period of time from
the date the Employee was first absent from active work for the Employer because
of duty in the armed forces of the United States to the date the Employee was
re-employed by the Employer at a time when the Employee had a right to
re-employment in accordance with seniority rights as protected under Section
2021 through 2026 of Title 38 of the U.S. Code.
16.52. Period of Service: The aggregate of all time
period(s) commencing with the Employee's first day of employment or reemployment
and ending
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on the date a Break in Service begins. The first day of employment or
reemployment is the first day the Employee performs an Hour of Service.
16.53. Period of Severance: A continuous period of time
during which the Employee is not employed by the Employer. Such period begins on
the date the Employee retires, quits or is discharged (after the expiration of
the pay through date, if any), or if earlier, the twelve (12) month anniversary
of the date on which the Employee was otherwise first absent from service.
16.54. Plan: The Employer's qualified retirement plan as
set forth in this document, and as hereafter amended, known as the Pyle-National
Retirement Plan for Hourly Employees.
16.55. Plan Administrator: The Employer or such persons or
entities designated by the Employer to administer the Plan on behalf of the
Employer. The Plan Administrator shall be a named "fiduciary", as referred to in
Section 402 (a) of ERISA, with respect to the management, operation and
administration of the Plan.
16.56. Plan Year: The 12-consecutive month period
designated by the Employer beginning January 1 of each year and ending the
following December 31. Prior to January 1, 1994, the 12-consecutive month period
beginning December 31 of each year and ending the following December 30.
16.57. Predecessor Employer: A firm absorbed by the
Employer by change of name, merger, acquisition or a change of corporate status,
or a firm of which the Employer was once a part.
16.58. Present Value of Accrued Benefit: The lump sum value
of a Participant's Accrued Benefit at a valuation date, calculated by reference
to the actuarial assumptions set forth in Schedule A hereof. In no event shall
the Present Value of Accrued Benefits be less than the Required Contributions
Account as of the valuation date.
16.59. Qualified Domestic Relations Order: A signed
domestic relations order issued by a state court which creates, recognizes or
assigns to an alternate payee(s) the right to receive all or part of a
Participant's Accrued Benefit and which meets the requirements of Code Section
414 (p).
16.60. Qualified Early Retirement Age: The latest of
(a) the earliest date, under the Plan, on which
the Participant may elect to receive retirement benefits,
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(b) the first day of the 120th month beginning
before the Participant attains Normal Retirement Age, or
(c) the date the Participant begins
participation.
16.61. Qualified Joint and Survivor Annuity: An annuity for
the life of the Participant with a survivor annuity for the life of the
Participant's Spouse equal to fifty percent (50%) of the amount of the annuity
payable during the joint lives of the Participant and the Participant's Spouse,
and which is the Actuarial Equivalent of the Normal Form of Benefit.
16.62. Qualified Pre-Retirement Survivor Annuity: An
annuity form of payment for the life of the surviving Spouse of the Participant
who dies prior to his Annuity Starting Date in an amount equal to the benefit
that would have been payable if the Participant had:
(a) separated from service on the date of death
(or date of separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired with an Qualified Joint and Survivor
Annuity at the Earliest Retirement Age, and
(d) died on the day after the Earliest
Retirement Age.
16.63. Re-employment Commencement Date: The date the
Employee is first credited with an Hour of Service for performing duties
following:
(a) a Break in Service, or
(b) a Period of Severance.
16.64. Re-entry Date: The date an Inactive Participant
re-enters the Plan.
16.65. Regulation. Income Tax Regulations as promulgated
by the Secretary of the Treasury or his delegate, and as amended from time to
time.
16.66. Required Contribution Account: The total of:
(a) Required Contributions,
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(b) interest (if any) on such contributions,
computed at the rate provided by the Plan to the end of the last Plan Year to
which Code Section 411 (a) (2) does not apply,
(c) interest on the sum of (1) and (2) above
compounded annually at the rate of 5 percent per annum from the beginning of the
first Plan Year to which Code Section 411 (a) (2) applies or the date the
Participant began participation in the Plan, whichever is later, to the last day
of the Plan Year ending before the first Plan Year beginning after December 31,
1987 or to the date on which the Participant would attain Normal Retirement Age,
if earlier, and
(d) interest on the sum of (a), (b) and (c)
above compounded annually:
(1) at the rate of 120 percent of the
federal mid-term rate (as in effect under Code Section 1274 for the first month
of a Plan Year) from the beginning of the first Plan Year beginning after
December 31, 1987 or the date the Participant began participation in the Plan,
whichever is later, and ending with the last day of the month preceding the date
on which the determination is being made, and
(2) at the interest rate used under the
Plan pursuant to Code Section 417(e) (3) (as of the determination date) for the
period beginning with the last day of the month preceding the determination date
and ending on the date on which the Participant would attain Normal Retirement
Age.
Required Contributions previously paid to the
Participant or applied for him, and any interest that would have been credited
thereon, shall be excluded.
16.67. Required Contribution Accrued Benefit: As of any
date on or prior to a Participant's Normal Retirement Date, the Actuarial
Equivalent of the Required Contribution Account expressed as a monthly
retirement benefit payable at his Normal Retirement Date.
16.68. Required Contributions: Nondeductible Employee
contributions required from a Participant, pursuant to Article III hereof in
order to be eligible to participate in this Plan.
16.69. Retirement: Termination of employment while in the
Eligible Class:
(a) after the Participant attains Normal
Retirement Age,
(b) after the Participant attains Early
Retirement Age, or
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(c) due to Disability.
16.70. Single-Sum Death Benefit: The death benefit payable
under the provisions of Section 4.6 (b) of the Plan.
16.71 Social Security Retirement Age: The age used as the
retirement age under Section 216(l) of the Social Security Act, except that such
Section shall be applied without regard to the age increase factor and as if the
early retirement age under Section 216 (l)(2) of such Act were 62.
16.72. Spouse: The legal husband or wife or surviving
husband or wife of the Participant who is married to, and not legally separated
or divorced from the Participant, provided that a person who was formerly
legally married to a Participant will be treated as the Spouse or surviving
Spouse and a person who is currently legally married to a Participant will not
be treated as the Spouse or surviving Spouse to the extent provided under a
Qualified Domestic Relations Order.
16.73. Straight Life Annuity: An annuity payable in equal
installments for the life of the Participant that terminates upon the
Participant's death.
16.74. Super Top-Heavy Plan: This Plan for any Plan Year
in which, as of the Determination Date, "90%" were substituted for "60%" where
it appears in the definition of "Top-Heavy Plan".
16.75. Top-Heavy Group: Any Aggregation Group for which
the sum as of the Determination Date of
(a) the present value of the cumulative accrued
benefits for Key Employees under all defined benefit plans included in the
Aggregation Group, and
(b) the aggregate of the accrued benefit of Key
Employees under all defined contribution plans in the Aggregation Group, exceeds
sixty percent (60%) of the similar sum determined for all Employees.
16.76. Top-Heavy Plan: This Plan for any Plan Year in
which, as of the Determination Date, the sum of:
(a) the Accrued Benefits of Key Employees under
this Plan and any other defined benefit plan of the Employer which is included
with this Plan in an Aggregation Group, plus
(b) the present value of the cumulative accrued
benefits for Key Employees under any defined contribution pension plan of
Employer which is
Exhibit F
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included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416 (g) (3),
distributions from such plans during the five-year period ending on the
Determination Date will be added to said Accrued Benefits and said aggregate of
present values of the cumulative accrued benefits (both for Key Employees and
all Key Employees and Non-Key Employees).
For purposes of this Section and to the extent
required by Code Section 416 (g) (4) (A) and (B), rollover contributions or
similar transfers initiated by an Employee and made after December 31, 1983, and
benefits and accounts of an Employee who was a Key Employee but who will have
ceased to be a Key Employee will not be taken into account for purposes of
determining whether the Plan is a Top-Heavy Plan.
To the extent required by Code Section 416 (g) (4)
(E), if an Employee has not performed services for the Employer at any time
during the five (5) year period ending on the Determination Date, any Accrued
Benefits and present value of cumulative accrued benefits for such Employee will
not be taken into account in determining whether the Plan is a Top-Heavy Plan.
16.77. Top-Heavy Ratio:
(a) If the Employer maintains one or more
defined contribution plans (including any simplified employee pension plan) and
the Employer maintains or has maintained one or more defined benefit plans which
during the 5-year period ending on the Determination Date (s) has or has had any
accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination Date
(s), and the denominator of which is the sum of the account balances under the
aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the
Determination Date(s), all determined in accordance with Section 416 of the Code
and the Regulations thereunder. The accrued benefits under a defined benefit
plan in both the numerator and denominator of the Top-Heavy Ratio are increased
for any distribution of an accrued benefit made in the 5-year period ending on
the Determination Date.
Exhibit F
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(b) For purposes of paragraph (a) above the
value of account balances and the Present Value of Accrued Benefits will be
determined as of the most recent Valuation Date that falls within or ends with
the 12-month period ending on the Determination Date, except as provided in
Section 416 of the Code and the Regulations thereunder for the first and second
plan years of a defined benefit plan. The account balances and accrued benefits
of a Participant (1) who is not a Key Employee but who was a Key Employee in a
prior year, or (2) who has not been credited with at least one Hour of Service
with any Employer maintaining the Plan at any time during the 5-year period
ending on the Determination Date will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions, rollovers, and transfers
are taken into account will be made in accordance with Section 416 of the Code
and the Regulations thereunder. Deductible Employer contributions will not be
taken into account for purposes of computing the Top-Heavy Ratio. When
aggregating plans the value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall within the same
calendar year.
The accrued benefit of a Participant other than a Key Employee
shall be determined under (a) the method, if any, that uniformly applied for
accrual purposes under the defined benefit plans maintained by the Employer, or
(b) if there is no such method, as if such benefit accrued not more rapidly than
the slowest accrual rate permitted under the fractional rule of Section 411(b)
(1) (C) of the Code.
16.78. Top-Paid Group: The group consisting of the top
twenty percent (20%) of Employees when ranked on the basis of Compensation paid
during such year. For purposes of determining the number of Employees in the
group (but not for purposes of determining who is in it), the following
Employees will be excluded:
(a) Employees who have not completed six (6)
months of service with the Employer.
(b) Employees who normally work for the Employer
less than seventeen and one-half (17 1/2) hours per week.
(c) Employees who normally do not work for the
Employer more than six (6) months during any Plan Year.
(d) Employees who have not attained age
twenty-one (21).
(e) Employees included in a collective
bargaining unit who are covered by an agreement between Employee representatives
and the Employer, where retirement benefits were the subject of good faith
bargaining, provided that ninety percent (90%) or more of the Employer's
Employees are covered by the agreement.
Exhibit F
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(f) Employees who are nonresident aliens and who
receive no earned income which constitutes income from sources within the United
States.
16.79. Transfer Value: A Participant's allocated share, if
any, of the assets accumulated under the Plan on December 31, 1980, which
resulted from Employer contributions and which have not been distributed as of
January 1, 1981. A Participant's Transfer Value shall be reduced by the amount
of any distribution of his Transfer Value.
16.80. Trust Agreement: The instrument executed by the
Employer and the Trustee fixing the rights and liabilities of each with respect
to holding and administering Plan assets for the purposes of the Plan.
16.81. Trust Fund: the assets of the Plan as held and
administered by the Trustee.
16.82. Trustee: The trustees named in the Trust Agreement
and their successors.
16.83. Valuation Date: The Anniversary Date of the Plan or
such other date as agreed to by the Employer and the Trustee on which
Participant Accrued Benefits are revalued.
16.84. Year of Accrual Service: The sum of:
(a) The total of an Employees service with the
Employer before December 31, 1984, determined according to the provisions of the
Plan in effect on December 30, 1984. Service prior to the date the Plan became
subject to the Employee Retirement Income Security Act of 1974 may be
disregarded if such service would have been disregarded in accordance with the
break in service rules of the Plan as in effect on the day before such date.
(b) The total of an Employee's Period of Service
earned on and after December 31, 1984. Such service is calculated to four
decimal places and each partial month counted as a complete month. This period
shall be reduced by (1) any portion of a Period of Service which is excluded and
(2) and Breaks in Service.
(c) Accrual Service is modified as follows:
(1) Voluntary Discontinuance. Service
while an Employee failed or refused to make Required Contributions to the Plan
is excluded. This provision also applies to exclude an Employee's service while
Required Contributions were not made because the Employee failed or refused to
complete a written agreement to make such Required Contributions.
Exhibit F
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(2) Predecessor Employer Service. An
Employee's service with a Predecessor Employer shall be included as service with
the Employer. If this Plan is not a continuation of a plan of that Predecessor
Employer, an Employee's service with that Predecessor Employer shall be counted
only if service continued with the Employer without interruption. This service
includes service performed while a proprietor or partner. This service shall be
included only to the extent that such inclusion does not result in a duplication
of benefits by reason of being covered under any separate non-governmental
pension or profit sharing plan to which the Employer contributes or shall have
contributed.
(3) Military Duty. A Period of Military
Duty shall be included as service with the Employer to the extent it has not
already been credited. For purposes of crediting Hours of Service during the
Period of Military Duty, an Hour of Service shall be credited (without regard to
the 501 Hour of Service limitation) for each hour an Employee would normally
have been scheduled to work for the Employer during such period.
(4) Rule of Parity. In the case of an
Employee who does not have any unforfeitable right to any Accrued Benefit
derived from employer contributions, Years of Accrual Service before a period of
consecutive Breaks in Service will not be taken into account in computing Years
of Accrual Service if the number of consecutive Breaks in Service in such period
equals or exceeds the greater of five (5) or the aggregate number of years of
Accrual Service. Such aggregate number of Years of Accrual Service will not
include any Years of Accrual service disregarded under the preceding sentence by
reason of prior Breaks in Service.
16.85. Year of Eligibility Service. An Employer shall be
credited with one year of Eligibility Service for each computation period in
which such Employee is credited with at least 1,000 Hours of Service.
(a) Year of Eligibility Service is modified as
follows:
(1) Predecessor Employer Service. An
Employee's service with a Predecessor Employer shall be included as service with
the Employer. If this Plan is not a continuation of a plan of that Predecessor
Employer, an Employee's service with that Predecessor Employer shall be counted
only if service continued with the Employer without interruption. This service
includes service performed while a proprietor or partner.
(2) Military Duty. A Period of Military
Duty shall be included as service with the Employer to the extent it has not
already been credited. For purposes of crediting Hours of Service during the
Period of Military Duty, an Hour of Service shall be credited (without regard to
the 501 Hour of Service limitation) for
Exhibit F
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each hour an Employee would normally have been scheduled to work for the
Employer during such period.
(3) Service with Affiliated Employer.
An Employee's service with an Affiliated Employer shall be included as service
with the Employer.
16.86. Year of Service: A twelve (12) consecutive month
period (computation period) during which the Employee completes at least One
Thousand (1,000) Hours of Service.
The computation period shall be the Plan Year for all
purposes unless a different computation period is expressly stated.
16.87. Year of Vesting Services: The sum of:
(a) The total of an Employee's service with the
Employer before December 31, 1984, shall be determined according to the
provisions of the Plan in effect on December 30, 1984. Service prior to the date
the Plan became subject to the Employee Retirement Income Security Act of 1974
may be disregarded if such service would have been disregarded in accordance
with the Break in Service rules of the Plan as in effect on the day before such
date.
(b) The total of an Employee's years of Service
for each computation period ending on or after December 31, 1984, in which an
Employee is credited with at least 1,000 Hours of Service.
(c) Vesting Years of Service is modified as
follows:
(1) Prior to Age 18. Service for any
computation period that ended before the date an Employee attained age eighteen
(18) is excluded. Years of Service for any computation period before age
twenty-two (22) shall be excluded for any Participant who is not credited with
an Hour of Service on or after December 31, 1985.
(2) Failure to Make Required
Contributions. Years of Service for any computation period in which an Employee
failed or refused to make Required Contributions is excluded. This provision
also applies to exclude an Employee's service while Required Contributions were
not made because he failed or refused to complete a written agreement to make
such Required Contributions.
(3) Predecessor Employer Service. An
Employee's service with a Predecessor Employer shall be included as service with
the Employer. If this Plan is not a continuation of a plan of that Predecessor
Employer, an Employee's service with that Predecessor Employer shall be counted
only if service continued with
Exhibit F
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the Employer without interruption. This service includes service performed while
a proprietor or partner.
(4) Military Duty. A period of Military
Duty shall be included as service with the Employer to the extent it has not
already been credited. For purposes of crediting Hours of Service during the
Period of Military Duty, an Hour of Service shall be credited (without regard to
the 501 Hour of Service limitation) for each hour an Employee would normally
have been scheduled to work for the Employer during such period.
(5) Service with Affiliated Employer.
An Employee's service with an Affiliated Employer shall be included as service
with the Employer.
The computation period shall be the Plan Year unless a
different computation period is expressly stated.
IN WITNESS WHEREOF, the PYLE-NATIONAL RETIREMENT PLAN FOR
HOURLY EMPLOYEES is, by authority of its Board of Directors, adopted on the day
and year first above written.
AMPHENOL CORPORATION
By
------------------------
ATTEST:
- -----------------------------------------
Exhibit F
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Schedule A
For purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following assumptions shall be
used:
Mortality 1984 Unisex Pension Mortality
Table with no age set back.
Interest 7.5%
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
Mortality 1984 Unisex Pension Mortality
Table with no age set back.
Interest The Pension Benefit Guaranty
Corporation interest rates
which are in effect as of the
first day of the plan year in
which the distribution occurs
and which are used for the
purpose of determining the
present value of a lump sum
distribution on plan
termination.
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table
prescribed by the Secretary of the Treasury. Such table shall be based on the
prevailing commissioners' standard table (described in Code Section
807(d)(5)(A)) used to determine reserves for group annuity contracts issued on
the date as of which present value is being determined (without regard to any
other subparagraph of Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of
interest on 30-year Treasury securities determined as of the second calendar
month (the lookback month) preceding the first day of the Plan Year during which
the Annuity Starting Date
Exhibit F
- 1 -
<Page>
occurs. The Applicable Interest Rate shall remain consistent for the Plan Year
stability period.
Exhibit F
- 2-
<Page>
EXHIBIT: G
ELIGIBLE CLASS:
(a) Employment as a salaried Employee at a participating division or
location of Amphenol Aerospace Operations. Without limitation, Amphenol
Backplace Systems is not a participating division or location of Amphenol
Aerospace Operations.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
Exhibit G
<Page>
PENSION PLAN
FOR
SALARIED EMPLOYEES
OF THE SIDNEY DIVISION, AMPHENOL CORPORATION
Exhibit G
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements.................................................................... 1
1.2. Change in Classification of Employment...................................................... 1
ARTICLE II.
EMPLOYER CONTRIBUTIONS;
2.1. Payment of Contributions.................................................................... 1
2.2. Limitation on Contribution.................................................................. 1
2.3. Time of Payment............................................................................. 2
2.4 No Additional Liability..................................................................... 2
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions...................................................................... 2
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit................................................................... 2
4.2. Normal Form of Retirement Benefit........................................................... 4
4.3. Early Retirement Benefit.................................................................... 4
4.4. Late Retirement Benefit.....................................................................11
4.5. Disability Benefits.........................................................................11
4.6. Death Benefits..............................................................................13
4.7. Benefits on Termination of Employment -
Deferred Vested Pension................................................................17
4.8. Special Medicare Benefit....................................................................18
4.9. In-Service Benefits.........................................................................18
4.10. Restoration of Benefit......................................................................18
4.11. Non-Duplication of Benefits.................................................................19
4.12. Minimum Benefit for Top-Heavy Plan..........................................................19
4.13. Transfers; Service with Affiliated Employers................................................21
</Table>
-i- Exhibit G
<Page>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
<Table>
5.1. Maximum Annual Benefit......................................................................21
5.2. Adjustments to Annual Benefit and Limitations...............................................22
5.3. Annual Benefit not in Excess of $10,000.....................................................24
5.4. Participation or Service Reductions.........................................................24
5.5 Multiple Plan Reduction.....................................................................25
ARTICLE VI.
VESTING
6.1. Vesting Rights..............................................................................26
6.2. Top-Heavy Vesting...........................................................................27
6.3. Service Computation Period..................................................................28
6.4. Service Credit..............................................................................28
6.5. Vesting Break in Service....................................................................28
6.6. Vesting on Distribution Before Break in Service;
Cash-outs...................................................................................28
6.7. Amendment of Vesting Schedule...............................................................29
6.8. Amendments Affecting Vested and/or Accrued Benefit..........................................29
6.9. No Divestiture for Cause....................................................................30
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice......................................................................................30
7.2. Waiver of Thirty (30) Day Notice Period.....................................................30
7.3. Automatic Form of Payment...................................................................30
7.4. Optional Forms of Benefit...................................................................31
7.5. Actuarial Equivalent Benefit................................................................32
7.6. Payment Without Participant Consent.........................................................32
7.7. Restrictions on Immediate Distributions.....................................................32
7.8. Limitation of Benefits on Plan Termination..................................................33
7.9. Early Plan Termination Restrictions.........................................................34
7.10. Suspension of Benefits......................................................................37
7.11. Restrictions on Commencement of Retirement Benefits.........................................38
7.12. Minimum Distribution Requirements...........................................................39
7.13. TEFRA Election Transitional Rule............................................................41
7.14. Distribution of Death Benefit...............................................................43
7.15. Date Distribution Deemed to Begin...........................................................44
</Table>
-ii- Exhibit G
<Page>
<Table>
7.16. Distribution Pursuant to Qualified Domestic
Relations Orders.......................................................................44
7.17. Payment to a Person Under a Legal Disability................................................44
7.18. Unclaimed Benefits Procedure................................................................44
7.19. Direct Rollovers............................................................................45
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions.................................................................45
8.2. Payment of Qualified Joint and Survivor Annuity.............................................45
8.3. Payment of Qualified Pre-Retirement Survivor Annuity........................................45
8.4. Notice Requirements For Qualified Joint and
Survivor Annuity.......................................................................45
8.5. Notice Requirements For Qualified Pre-Retirement
Survivor Annuity.......................................................................46
8.6. Qualified Election..........................................................................47
8.7. Election Period.............................................................................48
8.8. Pre-age Thirty-five (35) Waiver.............................................................48
8.9. Transitional Joint and Survivor Annuity Rules...............................................48
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders.........................................................50
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans, Direct Rollovers......................................51
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class..............................................................52
11.2. Transfer From Salaried Employment...........................................................52
11.3. Transfer from Hourly Employment.............................................................53
</Table>
-iii- Exhibit G
<Page>
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
<Table>
12.1. Amendment of the Plan.......................................................................53
12.2. Termination.................................................................................54
12.3. Merger or Consolidation of the Plan.........................................................57
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers.................................................................58
13.2. Requirements of Participating Employers.....................................................58
13.3. Designation of Agent........................................................................58
13.4. Employee Transfers..........................................................................59
13.5. Participating Employer's Contribution.......................................................59
13.6. Discontinuance of Participation.............................................................59
13.7. Plan Administrator's Authority..............................................................59
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee...............................................60
14.2. Plan Administrator..........................................................................60
14.3. Delegation of Powers........................................................................60
14.4. Trust Agreement.............................................................................60
14.5. Appointment of Advisers.....................................................................61
14.6. Records and Reports.........................................................................61
14.7. Information From Employer...................................................................61
14.8. Majority Actions............................................................................61
14.9. Expenses....................................................................................62
14.10. Discretionary Acts..........................................................................62
14.11. Responsibility of Fiduciaries...............................................................62
14.12. Indemnity by Employer.......................................................................62
14.13. Claims Procedure............................................................................62
ARTICLE XV.
GENERAL
15.1. Bonding.....................................................................................63
15.2. Action by the Employer......................................................................64
15.3. Employment Rights...........................................................................64
</Table>
-iv- Exhibit G
<Page>
<Table>
15.4. Alienation..................................................................................64
15.5. Governing Law...............................................................................65
15.6. Conformity to Applicable Law................................................................65
15.7. Usage.......................................................................................65
15.8. Legal Action................................................................................65
15.9. Exclusive Benefit...........................................................................65
15.10. Prohibition Against Diversion of Funds......................................................65
15.11. Return of Contribution......................................................................65
15.12. Employer's Protective Clause................................................................66
15.13. Insurer's Protective Clause.................................................................66
15.14. Receipt and Release for Payments............................................................66
15.15. Headings....................................................................................67
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit.............................................................................67
16.2. Actuarial Equivalent........................................................................67
16.3. Administrative Committee....................................................................67
16.4. Affiliated Employer.........................................................................67
16.5. Aggregation Group...........................................................................67
16.6. Anniversary Date............................................................................68
16.7. Annual Benefit..............................................................................68
16.8. Annuity.....................................................................................69
16.9. Average Monthly Compensation................................................................69
16.10. Annuity Starting Date.......................................................................69
16.11. Base Salary.................................................................................69
16.12. Beneficiary.................................................................................69
16.13. Break in Service............................................................................70
16.14. Code........................................................................................70
16.15. Compensation................................................................................71
16.16. Controlled Group............................................................................74
16.17. Dependent Child.............................................................................74
16.18. Determination Date..........................................................................75
16.19. Direct Rollover.............................................................................75
16.20. Disability..................................................................................75
16.21. Disability Retirement Date..................................................................75
16.22. Distributee.................................................................................76
16.23. Earliest Retirement Date....................................................................76
16.24. Early Retirement Age........................................................................76
16.25. Early Retirement Date.......................................................................76
16.26. Eligible Class..............................................................................76
16.27. Eligible Retirement Plan....................................................................76
</Table>
-v- Exhibit G
<Page>
<Table>
16.28. Eligible Rollover Distribution..............................................................76
16.29. Employee....................................................................................77
16.30. Employer....................................................................................77
16.31. Employment Commencement Date................................................................77
16.32. ERISA.......................................................................................77
16.33. Family Member...............................................................................77
16.34. Fiscal Year.................................................................................77
16.35. Forfeiture..................................................................................77
16.36. Highly Compensated Employee.................................................................77
16.37. Highly Compensated Participant..............................................................79
16.38. Hour of Service.............................................................................79
16.39. Inactive Participant........................................................................79
16.40. Key Employee................................................................................79
16.41. Late Retirement Date........................................................................80
16.42. Leased Employee.............................................................................80
16.43. Limitation Year.............................................................................81
16.44. Non-Highly Compensated Employee.............................................................81
16.45. Non-Key Employee............................................................................81
16.46. Normal Form of Benefit......................................................................81
16.47. Normal Retirement Age.......................................................................81
16.48. Normal Retirement Date......................................................................81
16.49. Participant.................................................................................81
16.50. Participating Employer......................................................................81
16.51. Period of Service...........................................................................81
16.52. Period of Severance.........................................................................81
16.53. Plan........................................................................................81
16.54. Plan Administrator..........................................................................81
16.55. Plan Year...................................................................................82
16.56. Predecessor Employer........................................................................82
16.57. Present Value of Accrued Benefit............................................................82
16.58. Primary Social Security Retirement Benefit..................................................82
16.59. Qualified Domestic Relations Order..........................................................84
16.60. Qualified Joint and Survivor Annuity........................................................84
16.61. Qualified Joint and Survivor Annuity
with Dependent Continuation............................................................84
16.62. Qualified Pre-Retirement Survivor Annuity...................................................84
16.63. Re-employment Commencement Date.............................................................84
16.64. Re-entry Date...............................................................................84
16.65. Regulation..................................................................................85
16.66. Retirement..................................................................................85
16.67. Social Security Retirement Age..............................................................85
16.68. Spouse......................................................................................85
16.69. Straight Life Annuity.......................................................................85
16.70. Straight Life Annuity with Dependent Continuation...........................................85
</Table>
-vi- Exhibit G
<Page>
<Table>
16.71. Super Top-Heavy Plan........................................................................85
16.72 Survivor Annuity............................................................................85
16.73. Top-Heavy Group.............................................................................86
16.74. Top-Heavy Plan..............................................................................86
16.75. Top-Heavy Ratio.............................................................................86
16.76. Top-Paid Group..............................................................................87
16.77. Trust Agreement.............................................................................88
16.78. Trust Fund..................................................................................88
16.79. Trustee.....................................................................................88
16.80. Valuation Date..............................................................................88
16.81. Year of Accrual Service.....................................................................88
16.82. Year of Service.............................................................................88
16.83. Year of Vesting Service.....................................................................89
</Table>
-vii- Exhibit G
<Page>
PENSION PLAN
FOR
SALARIED EMPLOYEES
OF THE
SIDNEY DIVISION
AMPHENOL CORPORATION
BY RESOLUTION of its Board of Directors, on the day of 19, AMPHENOL
CORPORATION, a Delaware corporation, has approved and adopted a Defined Benefit
Pension Plan for certain Employees, effective as of the first day of January,
1989, which amends and restates the PENSION PLAN FOR SALARIED EMPLOYEES OF THE
SIDNEY DIVISION AMPHENOL CORPORATION, as previously amended effective January 1,
1987 (hereinafter referred to as the "Predecessor Plan"). This amended and
restated Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1 Eligibility Requirements: Any Employee who is a salaried employee in
the Eligible Class will become a Participant as of the date he or she first
performs an Hour of Service in the Eligible Class.
1.2 Change in Classification of Employment: In the event a Participant is
no longer a member of the Eligible Class of Employees and becomes ineligible to
participate, such Employee will participate immediately upon returning to the
Eligible Class of Employees. In the event an Employee who is not a member of the
Eligible Class of Employees becomes a member of the Eligible Class, such
Employee will participate immediately upon becoming a member of the Eligible
Class.
ARTICLE II.
EMPLOYER CONTRIBUTIONS;
2.1 Payment of Contributions: The Employer shall contribute to the Plan
from time to time such amounts as the Plan Administrator and the Employer shall
determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2 Limitation on Contribution: Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
-1- Exhibit G
<Page>
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or to correct an error, in which event, the Employer shall make a
contribution to the Plan even if it causes the limitation under Code Section 404
to be exceeded.
2.3 Time of Payment: The Employer will pay to the Trustee its contribution
to the Plan for each Plan Year, within the time prescribed by law, including
extensions of time, for the filing of the Employer's federal income tax return
for the Fiscal Year. In no event, however, will payment to the Trustee be made
after the expiration of the time limit prescribed for satisfaction of the
minimum funding requirements of Code Section 412.
2.4 No Additional Liability: The pension benefits to be provided under the
Plan shall be only such as can be provided by the assets of the Trust Fund and,
except as provided by law, there shall be no liability or obligation on the part
of the Employer to make any further contributions to the Plan in the event of
its termination. Except as otherwise required by ERISA or other applicable law,
no liability for the payment of benefits hereunder shall be imposed upon the
Employer, or the officers, directors or stockholders of the Employer.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1 Required Contributions: No contributions shall be required of
Participants as a condition to receiving benefits provided hereunder.
ARTICLE IV.
PLAN BENEFITS
4.1 Normal Retirement Benefit: A Participant who terminates employment upon
attaining Normal Retirement Age will be entitled to receive normal retirement
benefits in the amount of the Participant's Accrued Benefit. If the Participant
elects to continue working past his or her Normal Retirement Age, he or she will
continue as an active Participant and no distribution shall be made to such
Participant until his or her actual retirement date, unless a minimum
distribution is required by law.
(a) Accrued Benefit. The amount of the monthly retirement benefit in
the Normal Form to be provided for each Participant who retires on his or her
Normal Retirement Date shall be equal to such Participant's monthly Accrued
Benefit as of any date, determined as the greater of (1) and (2) below:
-2- Exhibit G
<Page>
(1) Basic Formula: the sum of (i) plus (ii) minus (iii):
(i) two percent (2%) of such Participant's Average Monthly
Compensation multiplied by such Participant's Years of Accrual Service up to a
maximum of Twenty-five (25) Years,
(ii) one half of one percent (1%) of such Participant's Average
Monthly Compensation multiplied by such Participant's Years of Accrual Service
in excess of Twenty-five (25),
(iii) two percent (2%) of such Participant's estimated Primary
Social Security Retirement Benefit multiplied by such Participant's Years of
Accrual Service, up to a maximum of Twenty-five (25) years.
(2) Alternative Formula: the sum of (i) plus (ii), multiplied by
(iii):
(i) three-fourths of one percent (3/4%) of such Participant's
Average Monthly Compensation,
(ii) the appropriate dollar amount set forth below based on
such Participant's actual retirement date:
<Table>
<Caption>
DOLLAR AMOUNT ACTUAL RETIREMENT DATE
$5.75 prior to June 30, 1980
$7.45 July 1, 1980 to June 30, 1981
$7.70 July 1, 1981 to June 30, 1982
$8.00 on or after June 30, 1982
</Table>
(iii) such participant's Years of Accrual Service, up to a
maximum of Thirty (30) years.
(b) Reduction for Qualified Pre-Retirement Survivor Annuity Coverage
(terminated vested Participants who terminated employment prior to August 23,
1984). If a Qualified Pre-Retirement Survivor Annuity has been in effect for any
Participant who shall have terminated employment prior to August 23, 1984 under
a Plan provision which did not provide a Qualified Pre-Retirement Survivor
Annuity and who shall have elected a Pre-Retirement Qualified Survivor Annuity,
the amount of benefit determined above will be reduced by multiplying the
appropriate factor from the table below by the number of full years that such
coverage was in effect after December 31, 1984:
-3- Exhibit G
<Page>
Reduction for Each
Full Year of Coverage
AFTER TERMINATION OF EMPLOYMENT
Prior to Age 65 .3%
After Age 65 None
(c) Reduction for Early Retirement Benefits. In the event that a
Participant who shall have received Early Retirement Benefits shall be
reemployed by the Employer and shall become eligible for a Normal Retirement
Benefit, the benefit determined above shall be reduced by the following
percentage of the sum of the Early Retirement Benefits he shall have received
prior to reemployment:
(1) with respect to an Employee who shall have attained age sixty
(60) and completed Five (5) Years of Eligibility Service, 8/l0ths of the 1%,
(2) with respect to any other Employee receiving early retirement
benefits, 1/4th of 1%.
(d) Minimum Benefit. The minimum normal retirement benefit payable in
the Normal Form shall be Ten Dollars ($10) per month.
(e) Payment of Normal Retirement Benefits. Normal retirement benefits
will be payable as of the Participant's Normal Retirement Date in accordance
with the Article herein entitled "Payment of Benefits". If the Participant
begins receiving benefits at an age other than Normal Retirement Age, the
Participant's benefit will be determined in accordance with the appropriate
Section of this Article.
4.2. Normal Form of Retirement Benefit: The Normal Retirement Benefit
payable to a Participant pursuant to this Article shall be a monthly pension
commencing on the Participant's retirement date and continuing for life. The
actual form of distribution of such benefit, however, shall be determined by
reference to the Article herein entitled "Payment of Benefits".
4.3. Early Retirement Benefit: A Participant who has attained Early
Retirement Age and who terminates employment with the Employer will be entitled
to receive any one of the following retirement benefits after attaining Early
Retirement Age as the Participant may elect:
(a) a deferred Normal Retirement Benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above, based upon Years of Accrual Service at the time of the Participant's
actual retirement,
-4- Exhibit G
<Page>
(b) with respect to an Employee who shall retire after attaining age
fifty-five (55) and completing five (5) Years of Vesting Service ("Rule of 60
Early Retiree"), an immediate early retirement benefit commencing at Early
Retirement Date equal to such Participant's reduced deferred Normal Retirement
Benefit determined as the greater of the Post-TRA Benefit or Grandfathered
Benefit below.
POST-TRA BENEFIT: the greater of (1) or (2) below:
(1) Basic Formula: the sum of (i) plus (ii) reduced by (iii), which
amount shall be further reduced as provided in (iv):
(i) two percent (2%) of such Participant's Average Monthly
Compensation multiplied by such Participant's Years of Accrual Service up to a
maximum of Twenty-five (25) Years,
(ii) one half of one percent (1/2%) of such Participant's
Average Monthly Compensation multiplied by such Participant's Years of Accrual
Service in excess of Twenty-five (25),
(iii) two percent (2%) of such Participant's estimated Primary
Social Security Retirement Benefit multiplied by such Participant's Years of
Accrual Service, up to a maximum of Twenty-five (25) years,
(iv) 1/180th for each month of the first sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/360th for each month in excess of sixty (60) by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date.
(2) Alternative Formula: the sum of (i) plus (ii), multiplied by
(iii) and then reduced by (iv):
(i) three-fourths of one percent (3/4%) of such Participant's
Average Monthly Compensation,
(ii) the appropriate dollar amount set forth below based on
such Participant's actual retirement date:
-5- Exhibit G
<Page>
<Table>
<Caption>
DOLLAR AMOUNT ACTUAL RETIREMENT DATE
------------- ----------------------
$5.75 prior to June 30, 1980
$7.45 July 1, 1980 to June 30, 1981
$7.70 July 1, 1981 to June 30, 1982
$8.00 on or after June 30, 1982
</Table>
(iii) such participant's Years of Accrual Service, upon to a
maximum of Thirty (30) years,
(iv) 1/180th for each month of the first sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/360th for each month in excess of sixty (60) by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date.
GRANDFATHERED BENEFIT: the greater of (1) or (2) below:
(1) Basic Formula: the sum of (i) plus (ii) reduced by (iii), which
amount shall be further reduced as provided in (iv) only for months beginning
after the date the Participant has attained age sixty-two (62):
(i) two percent (2%) of such Participant's Average Monthly
Compensation determined as of December 31, 1988, multiplied by such
Participant's Years of Accrual Service determined as of December 31, 1988, up to
a maximum of Twenty-five (25) Years,
(ii) one half of one percent (1/2%) of such Participant's
Average Monthly Compensation determined as of December 31, 1988, multiplied by
such Participant's Years of Accrual Service in excess of Twenty-five (25)
determined as of December 31, 1988,
(iii) 1/600th for each month of the first sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/300th for each month in excess of sixty (60) by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date,
(iv) two percent (2%) of such Participant's estimated Primary
Social Security Retirement Benefit determined as of December 31, 1988,
multiplied by such Participant's Years of Accrual Service determined as of
December 31, 1988, up to a maximum of Twenty-five (25) years, decreased by the
applicable reduction factor then provided under Title II of the federal Social
Security Act.
-6- Exhibit G
<Page>
(2) Alternative Formula: the sum of (i) plus (ii), multiplied by
(iii), and then reduced by (iv):
(i) three-fourths of one percent (3/4%) of such Participant's
Average Monthly Compensation determined as of December 31, 1988,
(ii) the appropriate dollar amount set forth below based on
such Participant's actual retirement date:
<Table>
<Caption>
DOLLAR AMOUNT ACTUAL RETIREMENT DATE
------------- ----------------------
$5.75 prior to June 30, 1980
$7.45 July 1, 1980 to June 30, 1981
$7.70 July 1, 1981 to June 30, 1982
$8.00 on or after June 30, 1982
</Table>
(iii) such Participant's Years of Accrual Service determined as
of December 31, 1988, up to a maximum of Thirty (30) years,
(iv) .6% for each month of the first sixty (60) months by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date, plus .4% for each month in excess of sixty (60) by which the Participant's
Early Retirement Date precedes his or her Normal Retirement Date.
(c) with respect to a Participant who shall retire after the date
on which the sum of his age and Years of Service first equals or exceeds eighty
(80), and who was a Participant hereunder prior to April 1, 1990 ("Rule of 80
Early Retiree"), an immediate early retirement benefit commencing at Early
Retirement Date equal to such Participant's reduced deferred Normal Retirement
Benefit determined as the greater of the Post-TRA Benefit or Grandfathered
Benefit below:
POST-TRA BENEFIT: THE GREATER OF (1) OR (2) BELOW:
(1) Basic Formula: the sum of (i) plus (ii) reduced by (iii), which
amount shall be further reduced as provided in (iv):
(i) two percent (2%) of such Participant's Average Monthly
Compensation multiplied by such Participant's Years of Accrual Service up to a
maximum of Twenty-five (25) Years,
(ii) one half of one percent (1/2%) of such Participant's
Average Monthly Compensation multiplied by such Participant's Years of Accrual
Service in excess of Twenty-five (25),
-7- Exhibit G
<Page>
(iii) two percent (2%) of such Participant's estimated Primary
Social Security Retirement Benefit multiplied by such Participant's Years of
Accrual Service, up to a maximum of Twenty-five (25) years,
(iv) 1/180th for each month of the first sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/360th for each month of the next sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, and actuarially reduced thereafter.
(2) Alternative Formula: the sum of (i) plus (ii), multiplied by
(iii), which amount shall be reduced as provided in (iv):
(i) three-fourths of one percent (3/4%) of such Participant's
Average Monthly Compensation,
(ii) the appropriate dollar amount set forth below based on
such Participant's actual retirement date:
<Table>
<Caption>
DOLLAR AMOUNT ACTUAL RETIREMENT DATE
------------- ----------------------
$5.75 prior to June 30, 1980
$7.45 July 1, 1980 to June 30, 1981
$7.70 July 1, 1981 to June 30, 1982
$8.00 on or after June 30, 1982
</Table>
(iii) such Participant's Years of Accrual Service up to a
maximum of Thirty (30) years,
(iv) 1/180th for each month of the first sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/360th for each month in excess of sixty (60) by which
the Participant's Early Retirement Date precedes his or her Normal Retirement
Date.
GRANDFATHERED BENEFIT: the greater of (1) or (2) below:
(1) Basic Formula: the sum of (i) plus (ii) reduced by (iii), which
amount shall be further reduced as provided in (iv) only for months beginning
after the date the Participant has attained age sixty-two (62):
(i) two percent (2%) of such Participant's Average Monthly
Compensation determined as of December 31, 1988, multiplied by such
Participant's Years of Accrual Service determined as of December 31, 1988, up to
a maximum of Twenty-five (25) Years,
-8- Exhibit G
<Page>
(ii) one half of one percent (1/2%) of such Participant's
Average Monthly Compensation determined as of December 31, 1988, multiplied by
such Participant's Years of Accrual Service in excess of Twenty-five (25)
determined as of December 31, 1988,
(iii) 1/60th for each month of the first sixty (60) months by
which the Participant's Early Retirement Date precedes his or her Normal
Retirement Date, plus 1/30th for each month in excess of sixty (60) by which the
Participant's Early Retirement Date precedes his or her Normal Retirement Date,
provided, however, that such reduction shall in no event exceed twenty-five
percent (25%),
(iv) two percent (2%) of such Participant's estimated Primary
Social Security Retirement Benefit determined as of December 31, 1988,
multiplied by such Participant's Years of Accrual Service determined as of
December 31, 1988, up to a maximum of Twenty-five (25) years, decreased by the
applicable reduction factor then provided under Title II of the federal Social
Security Act.
(2) Alternative Formula: the sum of (i) plus (ii), multiplied by
(iii), which amount shall be increased as provided in (iv):
(i) three-fourths of one percent (3/4%) of such Participant's
Average Monthly Compensation determined as of December 31, 1988,
(ii) the appropriate dollar amount set forth below based on
such Participant's actual retirement date:
<Table>
<Caption>
DOLLAR AMOUNT ACTUAL RETIREMENT DATE
------------- ----------------------
$5.75 prior to June 30, 1980
$7.45 July 1, 1980 to June 30, 1981
$7.70 July 1, 1981 to June 30, 1982
$8.00 on or after June 30, 1982
</Table>
(iii) such Participant's Years of Accrual Service determined as
of December 31, 1988, up to a maximum of Thirty (30) years,
(iv) for any month through the month in which the Participant
attains age sixty-two (62), the appropriate dollar amount set forth below, based
on such Participant's actual retirement date:
-9- Exhibit G
<Page>
<Table>
<Caption>
DOLLAR AMOUNT ACTUAL RETIREMENT DATE
------------- ----------------------
$260.00 Prior to June 30, 1980
$335.00 June 30, 1980 through June 29, 1981
$355.00 June 30, 1981 through June 29, 1982
$385.00 On or after June 30, 1982
</Table>
(d) A Participant electing immediate early retirement benefits under
Section 4.3 (b) or (c) may, at any time prior to Early Retirement Date, elect a
level income option under which pension payments will be adjusted so that the
aggregate prospective monthly benefits under this Plan and under the Federal
Social Security Act and the Railroad Retirement Act, will, as nearly as
practicable, assuming such person receives Social Security benefits commencing
at age 62, be the same before age 62 as thereafter. The amount of such
adjustments shall be determined as of Early Retirement Date without regard to
subsequent changes in the Participant's prospective benefits under Social
Security. The increase in the Participant's monthly pension payable prior to age
62 pursuant to an election of this option shall be equal to the level income
factor for such Participant, from Table A below, multiplied by:
(1) The Participant's Primary Social Security Benefit payable at
age 62, minus
(2) The Participant's benefit amount payable prior to age 62 minus
the Participant's benefit payable after age 62, computed on the basis of a life
annuity.
TABLE A
<Table>
<Caption>
Years Early Retirement Date Level Income
Precedes Normal Retirement Date Factor
------------------------------- ------------
3 1.0000
4 .9076
5 .8259
6 .7534
7 .6888
8 .6309
9 .5791
10 .5324
11 .4904
12 .4524
13 .4179
14 .3866
15 .3582
16 .3322
17 .3086
</Table>
-10- Exhibit G
<Page>
(Where the Early Retirement Date does not precede the Normal Retirement Date by
a full year, the Level Income Factor shall be determined by linear interpolation
of the factors in Table A.) The level income option shall not be available to
the Participant if it would result in no retirement benefit being payable to the
Participant after the Participant's 62nd birthday.
(e) Early retirement benefits shall be payable to the Participant on
the first day of the first month after the Participant shall have become
eligible for such benefits, shall have filed an application for such benefits,
and shall otherwise be payable in accordance with the Article herein entitled
"Payments of Benefits".
4.4. Late Retirement Benefit: In the event a Participant continues
employment beyond his Normal Retirement Date, no retirement benefit will be paid
to the Participant until he actually retires; subject, however, to any minimum
distributions required under Code Section 401 (a) (9) or this Plan. A
Participant's retirement benefit on his Late Retirement Date shall be equal to
the Participant's retirement benefit recalculated using the Participant's Years
of Accrual Service and Average Monthly Compensation determined as of the
Participant's actual retirement date.
The monthly retirement benefit calculated pursuant to this Section shall be
offset by the Actuarial Equivalent of the total minimum distributions required
under Code Section 401 (a) (9) actually made prior to the Participant's actual
retirement date.
A Participant's retirement benefit payable in the Normal Form of Benefit
shall not be less than the greatest amount of benefit that would have been
provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
Late retirement benefits will be paid as soon as practicable after the
Participant's Late Retirement Date in accordance with the Article herein
entitled "Payment of Benefits".
4.5. Disability Benefits:
If a Participant ceases to be an active Employee as an result of a
Disability, and if an affidavit of a qualified physician certifying the
disability in the form specified by the Plan Administrator is filed with the
Plan Administrator, and such Disability continues for a period of five (5)
consecutive months, said Participant shall be entitled to disability retirement
benefits.
The disability retirement benefit payable to a Participant who meets the
requirements above shall equal the greater of (a) or (b) below, less (c) :
-11- Exhibit G
<Page>
(a) the Participant's Accrued Benefit determined under the Section
captioned "Normal Retirement Benefit", based on the Participant's Years of
Accrual Service and Average Monthly Compensation determined as of the date of
Disability.
(b) Forty percent (40%) of:
(i) the Base Salary being paid to the Participant as of the date of
Disability, plus
(ii) the monthly equivalent of the difference between the
Compensation paid to the Participant in the calendar year immediately preceding
the date of Disability and the aggregate Base Salary paid to the Participant in
such year, minus
(iii) sixty-four percent (64%) of the Participant's Primary Social
Security Retirement Benefit.
(c) Any other supplemental income or benefits available to the
Participant from all sources to which the Employer, including any Affiliated
Employer, or any of their predecessors has contributed, including, but not
limited to, workers compensation payments (but not settlements).
The reduction in the disability retirement benefit provided for in this
Section, in respect of Primary Social Security Benefits, shall not be applied
for any month during which the Participation fails to qualify for Social
Security Benefits, other than by reason of willful failure to make proper
application.
Monthly disability retirement benefit payments shall begin on the
Participant's Disability Retirement Date, and shall cease as of the month
preceding the earliest of the following:
(a) the Participant's death,
(b) a determination that such Participant is no longer suffering a
Disability,
(c) written election by the Participant that such Participant wishes
to elect to retire early,
(d) attainment of Normal Retirement Date (or upon having received a
Disability retirement benefit for sixty (60) months, if later), or
(e) attainment of the age of seventy (70).
-12- Exhibit G
<Page>
A Participant receiving disability retirement benefits may elect to early
retire if he or she meets the requirements for an early retirement. Such
Participant's Early Retirement Benefit will be computed in accordance with the
terms of the Plans as in effect on Disability Retirement Date.
Upon the death of a Participant receiving disability retirement benefits
prior to Normal Retirement Date, death benefits shall be payable to the
surviving spouse in accordance with the Section below entitled "Death Benefits."
Upon the attainment of Normal Retirement Date, the disability retirement
benefits shall cease, and the Participant shall thereafter, if eligible, receive
a retirement benefit payable in accordance with the provisions of the Plan as in
effect on the Participant's Disability Retirement Date.
Any Participant who received disability retirement benefits, or any
applicant for a Disability Benefit, may be required to submit to a medical
examination at any time but not more often than semi-annually, to determine
whether such Participant is eligible for a disability retirement benefit. If it
is found that the Participant receiving disability retirement benefits is no
longer disabled, no further disability retirement benefit shall be paid. If the
Participant refuses to submit to such medical examination, no disability
retirement benefit shall be paid until such Participant submits to an
examination and is determined to be eligible.
Disability retirement benefits will be paid as soon as practicable after
the Participant's Disability Retirement Date in accordance with the Article
herein entitled "Payment of Benefits."
4.6. Death Benefits:
The provisions of paragraphs (a) through (e) shall apply on or after August
23, 1984, to any Participant who is credited with at least one Hour of Service
or one hour of paid leave on or after August 23, 1984.
If a Participant dies before his Annuity Starting Date, death benefits
shall be determined under the following subsections. The distribution or death
benefits shall be subject to the Article herein entitled "Payment of Benefits."
(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be payable as a death
benefit with respect to a Participant who dies before his Annuity Starting Date
if the following requirements are met:
-13- Exhibit G
<Page>
(1) The Participant is survived by a Spouse to whom he was
continuously married throughout the one-year period ending on the date of his
death, and
(2) The Participant's vested and nonforfeitable interest in his or
her Accrued Benefit attributable to Employer contributions on the date of his
death was greater than zero.
If the above requirements are met on the date the Participant dies, a
Qualified Preretirement Survivor Annuity shall be payable. Benefits shall be
payable on the first day of any month on or after the earliest date retirement
benefits could have been paid to the Participant if he had ceased to be an
Employee on the date of his death and survived to such date.
(b) Survivor Annuity Payable with Respect to Participant Receiving
Disability Retirement Benefits.
If a Participant receiving disability retirement benefits hereunder dies
prior to Normal Retirement Date, the Spouse of the Participant shall receive an
immediate Survivor Annuity equal to fifty percent (50%) of the normal retirement
benefit in the normal form which would have been payable to the Participant if
the Participant had
(1) continued in Disability status until Normal Retirement Date,
(2) survived to Normal Retirement Age.
A survivor annuity shall be payable for the life of the
Participant's Spouse as of the first day of the month following the date of the
Participant's death.
(c) Additional Survivor Income Benefits.
In the event a Participant dies on or after attaining age fifty (50) and
prior to Normal Retirement Date, or a Participant receiving disability
retirement benefits dies at any time prior to Normal Retirement Date, the Spouse
of the Participant will receive monthly survivor income benefits in addition to
the pre-retirement survivor annuity benefits, if any, described in (a) and (b)
above, in an amount equal to the excess, if any, of
(i) Twenty percent (20%) of Base Salary at the time of the
Participant's death or onset of Disability, as the case may be, over
-14- Exhibit G
<Page>
(ii) the pre-retirement survivor annuity benefits payable pursuant
to paragraph (a) or (b) above.
Benefits shall be payable monthly to the Spouse ceasing with the payment
immediately preceding the earlier of the date of the Spouse's death or the first
anniversary of the Spouse's remarriage.
(d) Survivor Income Benefits for Dependent Children.
If a Spouse dies while eligible to receive a survivor benefit or benefits
as set forth in
(1) paragraph (a), and the Participant shall have died prior to
Normal Retirement Date and at or after having attaining the later of (i) age
fifty-five (55) or (ii) the date on which the Participant shall have completed
ten (10) Years of Service, or if earlier, the date when the Participant shall
have completed five (5) Years of Service and the sum of his age and Years of
Service is not less than sixty (60); or
(2) paragraph (b), or
(3) paragraph (c),
the amount of the Spouse's benefit then payable shall be divided equally among
the Dependent Children who at the Spouse's death are receiving the 5% of Base
Salary Benefit described below. If the Participant dies and does not have at
death a surviving Spouse, the benefit otherwise payable to a Spouse pursuant to
sections (a), (b), or (c) shall be divided among the Dependent Children
(determined as of the death of the Participant ) on an equal basis. In addition,
each Dependent Child as of the death of the Participant shall receive a monthly
death benefit equal to 5% of the Participant's Base Salary at the time of death,
or if the decedent was receiving disability retirement benefits, 5% of Base
Salary in effect at the time of the onset of Disability. All death benefits
provided under this section payable to a Dependent Child shall be paid monthly,
ceasing with the payment immediately preceding the date the Dependent Child is
no longer a Dependent Child or at such earlier date as may be required by law.
(e) Loss of Pre-Retirement Death Benefits.
Any contrary provision of this Section notwithstanding, if a
Participant
(i) dies within the month the Participant most recently became an
Employee, or
-15- Exhibit G
<Page>
(ii) is covered by a group life insurance policy provided by the
Employer, which policy grants survivor income benefits, and before age 50 and
within 30 days of death converts said policy to a permanent form of insurance,
the Spouse shall not be eligible for the benefit provided under section (c) and
the Dependent Children shall not be eligible for any benefits under this
section.
(f) Death Benefit After Actual Retirement Date but Before the Annuity
Starting Date:
(1) If a Participant dies on or after his Actual Retirement Date
and before his Annuity Starting Date, the provisions of subsections (a) through
(e) shall not apply. Instead, the death benefit shall be based on the Normal
Form of Benefit or a properly elected optional form of benefit. This death
benefit is the death benefit which would have been payable to the Participant's
Beneficiary or contingent annuitant if the Participant's retirement date had
occurred on the date he died. For purposes of this death benefit only, an
election of an optional form of benefit shall be a qualified election even if it
is not made within 90 days of the date retirement benefits would have begun if
it meets all of the other requirements for a qualified election.
(2) Any death benefit payable after a Participant's Annuity
Starting Date will be determined by the form of retirement benefit in effect on
a Participant's Annuity Starting Date.
(g) Lump Sum Post-Retirement Death Benefit:
Upon the death of a former Participant who was a Participant until
Normal Retirement Age, or Early Retirement Age, or upon the death of a former
Participant who was receiving Disability retirement benefits hereunder and who
shall have attained Normal Retirement Age, in addition to all other benefits
provided under the Plan, the Participant's Beneficiary, if any, will receive
upon due application, a benefit equal to One Hundred Eighty Percent (180%) of
such Participant's Average Monthly Compensation; provided, however, that if the
former Participant had fewer than ten (10) Years of Accrual Service at
Retirement, the benefit shall be reduced by multiplying it by a fraction, the
numerator of which is such Years of Accrual Service, and the denominator of
which is 10. In no event shall such benefit be less than $2,000. In no event
shall this benefit be less than that determined under the group insurance
schedule of Bendix in effect immediately prior to February 28, 1974 and
applicable to retired Employees, based on Base Salary and Service at that date.
This benefit shall be paid to the Beneficiary in a lump sum.
Upon the death of a former Participant who retired after a transfer to
an Affiliated Employer, who was eligible for early retirement under the Plan at
the time of transfer, the Beneficiary shall receive a benefit, determined as
above,
-16- Exhibit G
<Page>
based on Years of Accrual Service and Average Monthly Compensation at the time
of transfer, reduced by the amount of any similar benefit to which the former
Participant's beneficiaries receive from the Affiliated Employer.
4.7. Benefits on Termination of Employment - Deferred Vested Pension: A
Participant who terminates employment prior to Normal Retirement Age, Early
Retirement Age, Disability or death will be entitled to receive benefits in the
amount of the Participant's Vested Accrued Benefit. The Accrued Benefit as to
any such Participant who has not been credited with the required Years of
Vesting Service to be fully vested pursuant to the Article herein captioned
"Vesting" shall become forfeitable. The amount of the monthly retirement benefit
to be provided for each Participant who becomes an inactive Participant prior to
his Normal or Early Retirement Date, date of Disability or death shall be
determined as follows:
(a) A deferred monthly retirement benefit in the Normal Form to begin
on his Normal Retirement Date. The deferred retirement benefit will be equal to
the product of (i) and (ii):
(i) The Participant's projected Accrued Benefit determined by
reference to Section 4.1 hereof, based on Average Monthly Compensation as of
termination of employment and anticipated Years of Accrual Service if the
Participant had continued employment until Normal Retirement Age, multiplied by
a fraction, the numerator of which is actual Years of Accrual Service, and the
denominator of which is projected Years of Accrual Service at Normal Retirement
Age;
(ii) The Participant's vesting percentage on the date he or she
ceased to be an Employee.
(b) A deferred monthly retirement benefit in the Normal Form of
Benefit to begin on his Early Retirement Date, in the event that all service
requirements have been satisfied. The deferred early retirement benefit shall be
equal to the product of (i) and (ii):
(i) the Participant's early retirement benefit set forth in Section
4.3; and
(ii) the Participant's vesting percentage on the date he or she
ceased to be an Employee.
The amount of payment under any form (other than the Normal Form of
Benefit) shall be determined as provided under the Article herein entitled
"Payment of Benefits".
-17- Exhibit G
<Page>
4.8. Special Medicare Benefit: Any Participant or Participant's Spouse
receiving benefits hereunder (other than a Participant who terminated employment
prior to Normal Retirement Age, Early Retirement Age, Disability or death and
became entitled to deferred vested benefits), who has attained age sixty-five
(65) or who is eligible for Social Security Disability Benefits, and who
enrolled and is participating in voluntary Medicare Part B coverage under the
Federal Social Security Act, shall receive a monthly Special Medicare Benefit
equal to $8.20 in addition to any other benefit provided hereunder, such
additional monthly benefit to commence as of the first month following the
earlier of (a) the month during which age sixty-five (65) is attained, or (b)
receipt by the Employer of proof of enrollment for such voluntary Medicare Part
B coverage from an eligible individual under age sixty-five (65). Upon the death
of the Participant, as long as the Spouse of the Participant is entitled to
receive benefits hereunder, the Spouse shall be provided the aforedescribed
benefit if the Spouse meets the requirements or if the Spouse has not enrolled
in Medicare Part B coverage at the Participant's death, the Spouse shall be
eligible for this benefit upon enrollment. Not more than one Special Medicare
Benefit shall be paid to any individual for any one month. No such payment shall
be made to any individual under age sixty-five (65) for any month such
individual is not enrolled for such voluntary Medicare Part B coverage.
4.9. In-Service Benefits: No distribution will be made to a Participant who
remains in the employ of the Employer beyond Normal Retirement Age, unless a
minimum distribution is required by law.
4.10. Restoration of Benefit: If an Employee receives a distribution of a
Vested Accrued Benefit under the Plan and the Employee resumes employment in the
Eligible Class, he or she shall have the right to restore his or her employer -
provided Accrued Benefit to the extent forfeited upon the repayment to the Plan
of
(a) the amount of the distribution,
(b) interest on such distribution compounded annually at the rate of
five percent (5%) per annum from the date of distribution to the date of
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded annually at
the rate of one hundred twenty percent (120%) of the federal mid-term rate (as
in effect under Code Section 1274 for the first month of a Plan Year) from the
beginning of the first Plan Year beginning after December 31, 1987 or the date
of distribution, whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5) years after
the first date on which the Participant is subsequently reemployed by the
-18- Exhibit G
<Page>
Employer, or the date the Participant incurs five (5) consecutive Breaks in
Service following the date of distribution. If an Employee is deemed to receive
a distribution, and the Employee resumes employment in the Eligible Class before
the date the Participant incurs five (5) consecutive Breaks in Service, upon the
reemployment of such Employee in the Eligible Class, the employer-provided
Accrued Benefit will be restored to the amount of such Accrued Benefit on the
date of the deemed distribution.
4.11. Non-Duplication of Benefits: If an Inactive Participant who is no
longer actively employed by the Employer again becomes actively employed by the
Employer in the Eligible Class, any such renewed participation shall not result
in duplication of benefits. Accordingly, if such Participant has received or was
deemed to have received a distribution of a vested Accrued Benefit under the
Plan by reason or prior participation (and such distribution has not been repaid
to the Plan with interest as described in the preceding paragraph within a
period of the earlier of five (5) years after the first date on which the
Participant is subsequently reemployed by the Employer or the close of the first
period of five (5) consecutive Breaks in Service commencing after the
distribution), his Accrued Benefit shall be reduced by the Accrued Benefit
determined as of the date of distribution.
4.12. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer Contributions to
be provided under this Section for each Non-Key Employee who is a Participant
during a Plan Year in which the Plan is a Top-Heavy Plan shall equal the product
of (1) said Participant's Compensation averaged over the five (5) consecutive
Limitation Years (or actual number of Limitation Years, if less) which produce
the highest average and (2) the lesser of (i) two percent (2%) multiplied by
Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under Code
Section 416, a Non-Key Employee who is not a Participant solely because of (1)
his Compensation is below a stated amount or (2) he declined to make required
contributions (if required) to the Plan will be considered to be a Participant.
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Years of Service for any Plan Year
beginning before January 1, 1984, or for any Plan Year during which the Plan was
not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation Year
ending in a Plan Year which began prior to January 1, 1984, subsequent to the
last Limitation Year during which the Plan is a Top-Heavy Plan, or in which the
Participant failed to complete a Year of Service, shall be disregarded.
-19- Exhibit G
<Page>
(e) For the purposes of determining the top-heavy minimum benefit
under this Section, Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415 (d)).
(f) If the Article herein entitled "Payment of Benefits" provides for
the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
(g) If payment of the minimum Accrued Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If a Non-Key Employee participates in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but not a
Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this Plan
and a defined contribution plan included in a Required Aggregation Group which
is top-heavy, the extra minimum Accrued Benefit (required by the Article herein
entitled Section 415 Limitation on Benefits" to provide the higher limitations)
shall be provided for each Non-Key Employee who is a Participant by substituting
three percent (3%) for two percent (2%) and thirty percent (30%) for twenty
percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, a minimum allocation of five percent (5%) of Compensation
shall be provided under the defined contribution plan. If the defined
contribution plan is amended so that the minimum benefits are no longer provided
under the defined contribution plan, the minimum benefits shall be provided
under this Plan.
However, for any Plan Year when (1) the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, seven and one-half percent (7 1/2%) shall be substituted for
five percent (5%) above.
(k) The preceding provisions of this Section shall be inapplicable to
the extent not required of this Plan pursuant to Code Section 416 (i) (4).
-20- Exhibit G
<Page>
4.13. Transfers; Service with Affiliated Employers.
The benefits provided hereunder as to an Employee who transfers employment
to or from an Affiliated Employer shall be determined by reference to this
Article and the Article herein entitled "TRANSFERS; SERVICE WITH AFFILIATED
EMPLOYERS."
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the exceptions below,
the maximum Annual Benefit payable to a Participant under this Plan in any
Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's Compensation
averaged over the three consecutive Limitation Years (or the actual number of
Limitation Years for Employees who have been employed for less than three
consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit", payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
(c) Notwithstanding anything in this Article to the contrary, if the
Plan was in existence on May 6, 1986, and had complied at all times with the
requirements of Code Section 415, the maximum Annual Benefit for any individual
who is a Participant as of the first day of the Limitation Year beginning after
December 31, 1986, shall not be less than the Current Accrued Benefit. "Current
Accrued Benefit" shall mean a Participant's Accrued Benefit under the Plan,
determined as if the Participant had separated from service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415 (b) (2). In determining
the amount of a Participant's Current Accrued Benefit, the following shall be
disregarded: (1) any change in the terms and conditions of the Plan after May 5,
1986; and (2) any cost of living adjustment occurring after May 5, 1986.
(d) The dollar limitation under Code Section 415 (b) (1) (A) stated in
paragraph (a) (1) above shall be adjusted annually as provided in Code Section
-21- Exhibit G
<Page>
415 (d) pursuant to the Regulations. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation Years ending
with or within that calendar year.
(e) The limitation stated in paragraph (a) (2) above for Participants
who have separated from service with a non-forfeitable right to an Accrued
Benefit shall be adjusted annually as provided in Code Section 415 (d) pursuant
to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined benefit
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be
treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member of a
controlled group of corporations, trades or businesses under common control (as
defined by Code Section 1563 (a) or Code Section 414 (b) and (c) as modified by
Code Section 415 (h)) or is a member of an affiliated service group (as defined
by Code Section 414 (m)), all employees of such employers shall be considered to
be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code Section
413 (c) plan, all employers of a Participant who maintain this Plan will be
considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is consistent with the reduction for old-age insurance
benefits commencing before the Social Security Retirement Age under the Social
Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
benefit begins on or after age sixty-two (62). If the Annual Benefit begins
before age sixty-two (62), the $90,000 limitation shall be reduced by each month
benefits commence before the Participant attains age sixty-two (62) so that it
is the Actuarial Equivalent of the $90,000 limitation beginning at age sixty-two
(62). However, the $90,000 limitation shall not be actuarially reduced to less
than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55), or
-22- Exhibit G
<Page>
(2) the amount which is the Actuarial Equivalent of the $75,000
limitation at age fifty-five (55) if the Annual Benefit commences prior to age
fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable prior to
age sixty-two (62) or the $75,000 limitation applicable prior to age fifty-five
(55), the adjustment shall be made pursuant to the general principles set forth
in this Plan for determining Actuarial Equivalence except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age sixty-two (62), then the
$90,000 limitation shall be reduced so that it is the Actuarial Equivalent of
the $90,000 limitation beginning at age sixty-two (62). However, the $90,000
shall not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
fifty-five (55) , or
(2) the amount which is the Actuarial Equivalent of the $75,000
limitation at age fifty-five (55) if the Annual Benefit commences prior to age
fifty-five (55).
For purposes of adjusting the $90,000 limitation applicable prior to
age sixty-two (62) or the $75,000 limitation applicable prior to age fifty-five
(55), the adjustment shall be made pursuant to the general principles used
herein for determining the Actuarial Equivalent except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A hereto and the mortality decrement shall be ignored to the extent
that a Forfeiture does not occur at death.
(e) For purposes of adjusting the Annual Benefit to a Straight Life
Annuity, the adjustment shall be made pursuant to Schedule A hereto except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A hereto.
-23- Exhibit G
<Page>
(f) For purposes of adjusting the $90,000 limitation applicable after
age 65, the adjustment shall be made the Actuarial Equivalent except that the
interest rate assumption shall be the lesser of five percent (5%) or the rate
specified in Schedule A hereto and the mortality decrement shall be ignored to
the extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable after
the Participant's Social Security Retirement Age (or for Plan Years beginning
prior to January 1, 1987, age 65) the adjustment shall be made for the Actuarial
Equivalent except that the interest rate assumption shall be the lesser of five
percent (5%) or the rate specified in Schedule A hereto and the mortality
decrement shall be ignored to the extent that a Forfeiture does not occur at
death.
(h) For purposes of the aforesaid adjustments, no adjustments under
Code Section 415 (d) shall be taken into account before the Limitation Year for
which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit not in Excess of $10,000: This Plan may pay an Annual
Benefit to any Participant in excess of his maximum Annual Benefit if the Annual
Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
5.4. Participation or Service Reductions: If a Participant has less than
(10) years of participation in the Plan at the time he begins to receive
benefits under the Plan, the limitations in Sections 5.1 (a) (1) and 5.2 shall
be reduced by multiplying such limitations by a fraction (a) the numerator of
which is the number of years of participation (or part thereof) in the Plan, and
(b) the denominator of which is ten (10); provided, however, that said fraction
shall in no event be less than 1/10th. The limitations of Sections 5.1 (a) (2)
and 5.3 shall be reduced in the same manner except the preceding sentence shall
be applied with respect to Years of Service with the Employer rather than years
of participation in the Plan. Additionally, to the extent provided in
Regulations, for years beginning after December 31, 1986, the above described
reductions to the limitations in Sections 5.1 (a) (1) (except for purposes of
Section 5.5 (c) (2)) and 5.2 shall be applied separately with respect to each
change in the benefit structure of the Plan adopted before August 3, 1992.
-24- Exhibit G
<Page>
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5 (f) below, if a
Participant is (or has been) a participant in one or more defined benefit plans
and one or more defined contribution plans maintained by the Employer, the sum
of the defined benefit plan fraction and the defined contribution plan fraction
for any Limitation Year may not exceed 1.0.
(b) (1) The defined benefit plan fraction is a fraction, the numerator
of which is the sum of the Participant's projected annual benefits under all
defined benefit plans (whether terminated or not) maintained by the Employer,
and the denominator of which is the lesser of one hundred twenty-five percent
(125%) of the dollar limitation determined for the Limitation Year under Code
Sections 415 (b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415 (b).
Notwithstanding the above, if the Participant was a Participant as
of the first day of the first Limitation Year beginning after December 31, 1986,
in one or more defined benefit plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction will not be less than
one hundred twenty-five percent (125%) of the sum of the annual benefits under
such plans which the Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987, disregarding any changes in
the terms and conditions of such plans after May 5, 1986. The preceding sentence
applies only if the defined benefit plans individually and in the aggregate
satisfied the requirements of Code Section 415 for all Limitation Years
beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section 415,
the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation 1.415-7
(b) (3).
(3) For purposes of applying the limitations of Code Section 415,
"protected current accrued benefit" for any Participant in a defined benefit
plan in existence on July 1, 1982 will be the accrued benefit, payable annually,
provided for under question T-3 of the Internal Revenue Service Notice 83-10.
(c) (1) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual
-25- Exhibit G
<Page>
additions attributable to all welfare benefit funds, as defined in Code Section
419 (e) or individual medical accounts, as defined in Code Section 415 (1) (2),
maintained by the Employer, and the denominator of which is the sum of the
"maximum aggregate amounts" for the current and all prior Limitation Years of
service with the Employer (regardless of whether a defined contribution plan was
maintained by the Employer). The "maximum aggregate amount" in any Limitation
Year is the lesser of one hundred twenty-five percent (125%) of the dollar
limitation determined under Code Sections 415 (b) and (d) in effect under Code
Section 415 (c) (1) (A) or thirty-five percent (35%) of the Participant's
Section 415 Compensation for such Limitation Year.
If the Employee was a participant as of the end of the first day of
the first Limitation Year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer which were in existence on
May 6, 1986, the numerator of this fraction will be adjusted if the sum of this
fraction and the defined benefit fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0, multiplied by
(ii) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of such plans made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning before January 1,
1987, will not be recomputed to treat all Employee contributions as annual
additions.
(2) Notwithstanding the foregoing, the numerator of the defined
contribution plan fraction will be adjusted pursuant to Regulation 1.415-7 (d)
(1) and questions T-6 and T-7 of Internal Revenue Service Notice 83-10.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and nonforfeitable
interest in his or her Accrued Benefit attributable to Employer contributions in
accordance with the following schedule, based upon Years of Vesting Service with
the Employer, provided that if a Participant is not already fully vested, he
-26- Exhibit G
<Page>
or she will become so upon attaining Normal Retirement Age or Early Retirement
Age, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
Commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 5 0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 10 0%
10 or more 100%
</Table>
6.2. Top-Heavy Vesting: Notwithstanding the vesting provided for above, for
any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of any
Participant who has one (1) Hour of Service after the Plan becomes a Top-Heavy
Plan will be a percentage of the Participant's Accrued Benefit determined on the
basis of the Participant's number of Years of Vesting Service according to the
following schedule:
TOP-HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 3 0%
3 or more 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy Plan, the
Administrator will revert to the vesting schedule in effect before this Plan
became a Top-Heavy Plan. Any such reversion will be treated as a Plan amendment.
The vesting percentage determined above applies to all of the Participant's
Accrued Benefit resulting from Employer contributions, including contributions
the Employer makes before the TEFRA compliance date or when the Plan is not a
Top-Heavy Plan.
-27- Exhibit G
<Page>
6.3. Service Computation Period:
For vesting purposes, Years of Vesting Service and Breaks in Service will
be measured by reference to the 12-consecutive month period commencing on the
date the Employee first performs one (1) Hour of Service. Each subsequent
12-consecutive month period will commence on the anniversary of such date.
6.4. Service Credit: All Years of Vesting Service with the Employer are
counted to determine the nonforfeitable vested percentage in such Employee's
Employer-provided Accrued Benefit.
6.5. Vesting Break in Service: If any Participant is re-employed after a
Break in Service, Years of Vesting Service prior to the Break in Service will be
counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the post-break
Employer-provided Accrued Benefit only if either:
(a) such Participant has a nonforfeitable interest in the Accrued
Benefit attributable to Employer contributions at the time of separation from
service; or
(b) upon the Participant's return to service, the number of
consecutive Breaks in Service is less than the greater of (1) the number of
prior Years of Vesting Service (disregarding any Years of Vesting Service that
were excluded because of a previous Break in Service, or (2) five (5) years.
6.6. Vesting on Distribution Before Break in Service; Cash-outs:
(a) If a Participant terminates employment and the value of the
Participant's vested Accrued Benefit derived from Employer and Required
Contributions is not greater than $3,500, the Participant will receive a
distribution of the value of the entire vested portion of such Accrued Benefit
and the nonvested portion will be treated as a forfeiture. For purposes of this
Article, if the present value of an Employee's vested Accrued Benefit is zero,
the Employee shall be deemed to have received a distribution of such vested
Accrued Benefit.
(b) If a Participant terminates employment, and elects to receive the
value of his or her vested Accrued Benefits, the nonvested portion will be
treated as a Forfeiture. If the Participant elects to have distributed less than
the entire vested portion of the Accrued Benefit derived from Employer
contributions, the part of the nonvested portion that will be treated as a
Forfeiture is the total nonvested portion multiplied by a fraction, the
numerator of which is the amount of the distribution
-28- Exhibit G
<Page>
attributable to Employer contributions and the denominator of which is the total
value of the vested Employer-derived Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with the
date the amendment is adopted or deemed to be made and will end on the latest
of:
(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
(c) sixty (60) days after the Participant is issued written notice
of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting
schedule or computation of a Participant's nonforfeitable percentage shall apply
to a Participant unless such Participant is credited with an Hour of Service on
or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No amendment to
the Plan will be effective to the extent that it has the effect of decreasing a
Participant's Accred Benefit. Notwithstanding the preceding sentence, a
Participant's Accrued Benefit may be reduced to the extent permitted under
Section 412 (c) (8) of the Code. For purposes of this Section, a Plan amendment
which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
-29- Exhibit G
<Page>
6.9. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subject to divestiture for cause.
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the Participant with a
notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the material
features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan distribution.
Such notice shall be given to the Participant in person or shall be mailed
to the Participant's current address as reflected in the Employer's records.
7.2. Waiver of Thirty (30) Day Notice Period: Notwithstanding the
provisions of Section 7.1 above, if a distribution is one to which Code Sections
401 (a) (ii) and 417 do not apply, such distribution may commence less than
thirty (30) days after the notice required under Regulation Section 1.411 (a)-11
(c) is given, provided that:
(a) the Plan Administrator clearly informs the Participant that the
Participant has a right to a period of at least thirty (30) days after receiving
the notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and
(b) the Participant, after receiving the notice, affirmatively elects
the distribution.
7.3. Automatic Form of Payment:
(a) General Rule: The automatic form of retirement benefit payment
hereunder for a Participant who does not die prior to his Annuity Starting Date
will be a Qualified Joint and Survivor Annuity with Dependent Continuation for a
Participant who is married, or a Straight Life Annuity with Dependent
Continuation for a Participant who is unmarried.
-30- Exhibit G
<Page>
The amount of the monthly benefit payable under a Straight Life Annuity
shall be that determined pursuant to Section 4.1 above. The amount of the
monthly benefit payable in any other form shall be the Actuarial Equivalent of
the amount that would have been payable under a Straight Life Annuity,
determined by reference to Schedule A hereto.
(b) Immediate Cash-out for De Minimis Benefits: If the value of the
Participant's vested Accrued Benefit does not exceed or did not at the time of
any prior distribution exceed $3,500, the Participant will receive a single sum
distribution in cash or property of the value of the entire vested Accrued
Benefit. For purposes of this Article, if the value of a Participant's vested
Accrued Benefit is zero, the Participant will be deemed to have received a
distribution of such vested Accrued Benefit.
7.4. Optional Forms of Benefit:
(a) If the value of a Participant's vested Accrued Benefit derived
from Employer contributions exceeds $3,500, the Participant, or if the
Participant is married, the Participant with the consent of the Participant's
Spouse, may elect not to receive his or her vested Accrued Benefit in the
automatic form of payment described above and may direct the Trustees to
distribute the Participant's vested Accrued Benefit in one or more of the
following modes of payment:
(1) Straight Life Annuity;
(2) Fifty percent (50%) Joint and Survivor Annuity;
(3) Sixty-six and two thirds percent (66 2/3%) Survivor Annuity
(100% payable during joint lives of Participant and Spouse, 66 2/3% payable
after first death of Participant or Spouse) ; or
(4) One Hundred percent (100%) Joint and Survivor Annuity.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1 above. The amount of
the monthly benefit payable under the other options shall be the Actuarial
Equivalent of the amount which would have been payable under a Straight Life
Annuity determined by reference to Schedule A hereto.
(a) Any election to receive Accrued Benefits prior to the
earlier of Normal Retirement Age or age sixty-two (62) or in a form other than
the Automatic Form of Benefit will be subject to the notice and consent
requirements of the Article herein entitled "Joint and Survivor Annuity
Requirements".
-31- Exhibit G
<Page>
(b) The terms of any annuity contract purchased and distributed
to a Participant shall comply with the requirements of the Plan. Any annuity
contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended in accordance
with the rules set forth in the Section below captioned "Suspension of
Benefits", or as otherwise specifically set forth herein, the amount of any form
of benefit under the terms of this Plan will be the Actuarial Equivalent of the
Participant's Accrued Benefit in the Normal Form commencing at Normal Retirement
Age.
7.6. Payment Without Participant Consent:
(a) In the event that the Participant has terminated employment and
the Participant (and the Participant's Spouse, if applicable) neither consents
to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefits exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator may, upon
the Participant's termination of employment, distribute an annuity contract to
the Participant which provides that payments thereunder shall not commence until
a later date if such annuity contract satisfies the requirements of Sections 401
(a) (ii) and 417 of the Code.
7.7. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any part of the
Accrued Benefit could be distributed to the Participant (or surviving Spouse)
before the Participant attains (or would have attained whether or not deceased)
the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a Participant's vested Accrued Benefit
derived from Employer and Employee contributions exceeds (or at the time of any
prior distribution exceeded) $3,500, and the Accrued Benefit is immediately
distributable, the Participant and his or her Spouse (or where either the
Participant or the Spouse has died, the survivor) must consent to any
distribution of such Accrued Benefit. The consent of the Participant and the
Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the Participant and
the Participant's Spouse of the right to defer any distribution until the
Participant's Accrued Benefit is no longer immediately
-32- Exhibit G
<Page>
distributable. Such notification shall include a general description of the
material features, and an explanation of the relative values of, the optional
forms of benefit available under the Plan in a manner that would satisfy the
notice requirements of Code Section 417 (a) (3), and shall be provided no less
than 30 days and no more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need consent
to the commencement of a distribution in the form of a Qualified Joint and
Survivor Annuity while the Accrued Benefit is immediately distributable. Neither
the consent of the Participant nor the Participant's Spouse shall be required to
the extent that a distribution is required to satisfy Code Section 401 (a) (9)
or Code Section 415.
7.8. Limitation of Benefits on Plan Termination: The restrictions of
paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401 (a) 4-5 (c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of each
Highly Compensated Participant and each former Highly Compensated Employee shall
be limited to a benefit which is nondiscriminatory within the meaning of Code
Section 401 (a) (4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the monthly
payments made from the Plan to Highly Compensated Employees and to former Highly
Compensated Employees who are among the twenty-five most highly paid Employees
with the greatest Compensation in the current or any prior year, shall be
limited to an amount equal to the monthly payments that would be made on behalf
of the Employee under a Straight Life Annuity that is the Actuarial Equivalent
of the sum of the Employee's Accrued Benefit, the Employee's other benefits
under the Plan (other than a social security supplement, within the meaning of
Section 1.411 (a)-7 (c) (4) (ii) of the Regulations), and the amount the
Employee is entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however, if
(1) after payment of benefits to an Employee described above, the
value of Plan assets equals or exceeds one hundred ten percent (110%) of the
value of current liabilities, as defined in Code Section 412 (d) (7),
(2) the value of benefits provided under the Plan for an Employee
described above is less than one percent (1%) of the value of current
liabilities, before distribution, or
-33- Exhibit G
<Page>
(3) the value of the benefits payable under the Plan to any
Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall include
loans in excess of the amounts set forth in Code Section 72 (p) (2) (A), any
periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in full to
the affected Employee if prior to receipt of the restricted amount the Employee
enters into a written agreement with the Plan Administrator to secure repayment
to the Plan of the restricted amount. The restricted amount is the excess of the
amounts distributed to the Employee (accumulated with reasonable interest) over
the amounts that could have been distributed to the Employee under the Normal
Form described in Section 4.1 of the Plan (accumulated with reasonable
interest). The Employee may secure repayment of the restricted amount upon
distribution by: (1) entering into an agreement for promptly depositing in
escrow with an acceptable depository property having a fair market value equal
to at least 125 percent of the restricted amount, (2) providing a bank letter of
credit in an amount equal to at least one hundred percent (100%) of the
restricted amount, or (3) posting a bond equal to at least one hundred percent
(100%) of the restricted amount. If the Employee elects to post bond, the bond
will be furnished by an insurance company, bonding company or other surety for
federal bonds.
The escrow arrangement may provide that an Employee may withdraw amounts in
excess of one hundred twenty-five percent (125%) of the restricted amount. If
the market value of the property in an escrow account falls below one hundred
ten percent (110%) of the remaining restricted amount, the Employee must deposit
additional property to bring the value of the property held by the depositary up
to one hundred twenty-five percent (125%) of the restricted amount. The escrow
arrangement may provide that Employee may have the right to receive any income
from the property placed in escrow, subject to the Employee's obligation to
deposit additional property, as set forth in the preceding sentence.
A surety or bank may release any liability on a bond or letter of credit in
excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank that
the Employee (or the Employee's estate is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.
7.9 Early Plan Termination Restrictions: Notwithstanding any
-34- Exhibit G
<Page>
provision in this Plan to the contrary, prior to the Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a Participant described in this Section or
his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000, or
(ii) an amount equal to 20% of the first $50,000 of the Participant's annual
Compensation multiplied by the number of years from the effective date of the
Plan to the earlier of (A) the date of termination of the Plan, or (B) the date
the benefit of the Participant becomes payable or (C) the date of a failure on
the part of the Employer to meet the full current costs of the Plan; or
(2) if a Participant is a "substantial owner" (as defined in ERISA
Section 4022 (b) (5) (A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the present
value of the maximum benefit provided in ERISA Section 4022 (b) (3) (B),
determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs thereof have
not been met at any time within ten (10) years after the effective date, the
benefits which any of the Participants described in this Section may receive
from the Employer's contribution shall not exceed the benefits set forth in
paragraph (a) above. If at the end of the first ten (10) years the full current
costs are not met, the restrictions will continue to apply until the full
current costs are funded for the first time.
(c) If a Participant described in this Section leaves the employ of
the Employer or withdraws from participation in the Plan when the full current
costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
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(d) These conditions shall not restrict the full payment of any
survivor's benefits on behalf of a Participant who dies while in the Plan and
the full current costs have been met.
(e) These conditions shall not restrict the current payment of full
retirement benefits called for by the Plan for any retired Participant while the
Plan is in full effect and its full current costs have been met, provided an
agreement, adequately secured, guarantees the repayment of any part of the
distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any Participant shall have
been suspended or limited in accordance with the limitations of paragraphs (a),
(b), and (c) above because the full current costs of the Plan shall not then
have been met, and if such full current costs shall thereafter be met, then the
full amount of the benefits payable to such Participant shall be resumed and the
parts of such benefits which have been suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c) above, if
on the termination of the Plan within the first ten (10) years after the
effective date, the funds, contracts, or other property under the Plan are more
than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section and such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by statute, or the
Treasury Department or the Internal Revenue Service should provide by regulation
or ruling, that the limitations provided for in this Article are no longer
necessary in order to meet the requirements for a qualified pension plan under
the Code as then in effect, the limitations in this Article shall become void
and shall no longer apply without the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to an Employee
subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least 125% of the amount which would be repayable if the Plan had
terminated on the date of distribution of such lump sum. If the fair market
value of the property falls below 110% of the amount which would then be
repayable if the Plan were then to terminate,
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the distributee shall deposit additional property to bring the value of the
property to 125% of such amount.
In the event of the termination or partial termination of this Plan, the
rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.10. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which would have been suspended under the
preceding sentence as if the Employee had been receiving benefits since Normal
Retirement Age.
(b) Resumption of Payment. If benefit payments have been suspended,
payments shall resume no later than the first day of the third calendar month
after the calendar month in which the Employee ceases to be employed in
"service" as defined in ERISA Section 203 (a) (3) (B). The initial payment upon
resumption shall include the payment scheduled to occur in the calendar month
when payments resume and any amounts withheld during the period between the
cessation of "service" under Section 203 (a) (3) (B) of ERISA and the resumption
of payments.
(c) Notification. No payment shall be withheld by the Plan pursuant to
this Section unless the Plan Administration notifies the Employee by personal
delivery or first class mail during the first calendar month or payroll period
in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's procedures
for affording a review of the suspension of benefits. Requests for such reviews
may be considered in accordance with the claims procedure adopted by the Plan
pursuant to Section 503 of ERISA and applicable regulations.
(d) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable periodically
as a monthly basis for as long as life (or lives) continues, such as a Straight
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Life Annuity or a Qualified Joint and Survivor Annuity, an amount equal to the
portion of a monthly benefit payment derived from Employer contributions.
(2) Other Benefit Forms. In the case of a benefit payable in a form
other than the form described in subsection (1) above, an amount equal to the
Employer-provided portion of benefit payments for a calendar month in which the
Employee is employed in ERISA Section 203 (a) (3) (B) service, equal to the
lesser of
(i) The amount of benefits which would have been payable to the
Employee if he had been receiving monthly benefits under the Plan since actual
retirement based on a Straight Life Annuity commencing at actual retirement age;
or
(ii) The actual amount paid or scheduled to be paid to the
Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top Heavy Plan".
7.11. Restrictions on Commencement Of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of benefits
will begin no later than the 60th day after the later of the close of the Plan
Year in which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participation in the Plan; or
(3) the Participant terminates service with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant and
the Participant's Spouse, if any, to consent to a distribution while a benefit
is payable under the Article entitled "Plan Benefits", will be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this paragraph.
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7.12. Minimum Distribution Requirements: All distributions required under
this Article will be determined and made in accordance with the minimum
distribution requirements of Code Section 401 (a) (9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401 (a) (9) -2. Life expectancy and joint and last
survivor life expectancy are computed by using the expected return multiples
found in Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a Participant must
be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a Participant is
the first day of April of the calendar year following the calendar year in which
the Participant attains age 70 1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70 1 before 1988 will be determined in accordance
with (i) and (ii) below:
(i) Non-5-percent owners: The required beginning date of a
Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70 1. The required beginning date of a
Participant who is not a 5-percent owner who attains age 70 1 during 1988 and
who has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant attains age
70 1/2, or
(B) the earlier of the calendar year with or within which ends
the Plan Year in which the Participant becomes a 5-percent owner, or the
calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for purposes of
this paragraph if such Participant is a 5-percent owner as defined in Code
Section 416(i) (determined in accordance with Code Section 416 but without
regard to whether the Plan is a Top-Heavy Plan) at any time during the Plan Year
ending with or within the calendar year in which such owner attains age 66 1 or
at any subsequent Plan Year.
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(4) Once distributions have begun to a 5-percent owner under this
paragraph, distributions must continue, even if the Participant ceases to be a
5-percent owner in a subsequent year.
(b) Limits On Distribution Periods: As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated Beneficiary;
(3) a period certain not extending beyond the life expectancy of
the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After The Required Beginning Date:
(1) If a Participant's benefit is to be distributed over (i) a
period not extending beyond the life expectancy of the Participant or the joint
life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the Participant's
Spouse is not the designated Beneficiary, the method of distribution selected
must have assured that at least 50% of the Present Value of the Accrued Benefit
available for distribution was to be paid within the life expectancy of the
Participant.
(3) For calendar years beginning after 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, will not be less than the quotient obtained by dividing the
Participant's Accrued Benefit by the lesser of (i) the applicable life
expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Proposed Regulations Section 1.401(a) (9) -2. Distributions after the death
of the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulation Section 1.401 (a) (9)
- -2.
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(4) The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the Participant's required
beginning date. The minimum distribution for other calendar years, including the
minimum distribution for the distribution calendar year in which the
Participant's required beginning date occurs, must be made on or before December
31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be distributed in
the form of an annuity purchased from an insurance company, no such annuity
contract will be purchased unless the distributions thereunder will be made in
accordance with the requirements of Code Section 401(a) (9) and the Proposed
Regulations thereunder.
(6) For purposes of determining the amount of the required
distribution for the first distribution calendar year, the Accrued Benefit to be
used will be the Accrued Benefit as of the last Valuation Date in the calendar
year immediately preceding the first distribution calendar year. For all other
years, the Accrued Benefit will be determined as of the last Valuation Date
preceding such distribution calendar year.
For purposes of this paragraph, if any portion of the minimum distribution
for the first distribution calendar year is made in the second distribution
calendar year on or before the required beginning date, the amount of the
minimum distribution made in the second distribution calendar year will be
treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.13. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and subject
to the requirements of the Article herein entitled "Joint and Survivor Annuity
Requirements", distribution on behalf of any Participant, including a 5-percent
owner, will be made in accordance with all of the following requirements
(regardless of when such distribution commences):
(1) The distribution by the Trust Fund is one which would not have
disqualified the Trust Fund under Code Section 401(a) (9) as in effect prior to
amendment by the Deficit Reduction Act of 1984;
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(2) The distribution is in accordance with a method of distribution
designated by the Participant whose interest in the Trust Fund is being
distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as of
December 31, 1983; and
(5) The method of distribution designated by the Participant or the
Beneficiary specifies the time at which distributions will commence, the period
over which distributions will be made, and in the case of any distribution upon
the Participant's death, the beneficiaries of the Participant listed in order of
priority.
(b) A distribution upon death will not be covered by this transitional
rule unless the information in the designation contains the required information
described above with respect to the distributions to be made upon the death of
the Participant.
(c) For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Participant or the Beneficiary to whom
such distribution is being made will be presumed to have designated the method
of distribution under which the distribution is being made if the method of
distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401 (a) (9) and the Proposed
Regulations thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the Plan must distribute by the end of the
calendar year following the calendar year in which the revocation occurs the
total amount not yet distributed which would have been required to have been
distributed to satisfy Code Section 401 (a) (9) and the Proposed Regulations
thereunder, but for an election under the Tax Equity and Fiscal Responsibility
Act ("TEFRA") Section 242 (b) (2). For calendar years beginning after December
31, 1988, such distributions must meet the minimum distribution incidental
benefit requirements in Regulations Section 1.401 (a) (9) -2. Any changes in the
designation will be considered to be a revocation of the designation. However,
the mere substitution or addition of another beneficiary (one not named in the
designation) under the designation will not be considered to be a revocation of
the designation so long as such substitution or addition does not alter the
period over which distributions are to be made under the designation, directly
or indirectly (for example, by altering the relevant measuring life). If an
amount is transferred or rolled over from one plan
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to another plan, the rules in Q&A 1-2 and Q&A 1-3 of Proposed Treasury
Regulations 1.401 (a) (9) -2 will apply.
7.14. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in the
Plan. Such designation will remain in force until revoked by the Participant by
filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies after
distribution of benefits has begun, the remaining portion of such Participant's
Accrued Benefit will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Participant's death.
(c) Distribution Beginning After Death: If the Participant dies before
distribution of benefits begins, distribution of the Participant's Accrued
Benefit will be completed by December 31 of the calendar year in which occurs
the fifth anniversary of the Participant's death except to the extent that an
election is made to receive distributions as provided below:
(1) If any portion of the Participant's Accrued Benefit is payable
to a designated tBeneficiary, distributions may be made over the life of, or
over a period certain not greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's surviving
Spouse, the date distributions are required to begin in accordance with (1)
above will not be earlier than the later of (i) December 31 of the calendar year
immediately following the calendar year in which the Participant died, or (ii)
December 31 of the calendar year in which the Participant would have attained
age 70-1/2.
If the Participant has not made an election pursuant to this paragraph
prior to death, the Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section, or
(2) December 31 of the calendar year in which occurs the fifth anniversary of
the Participant's death. If the Participant has no designated Beneficiary, or if
the designated Beneficiary does not elect a method of distribution, distribution
of the Participant's Accrued Benefit must be completed by December 31 of the
calendar year in which occurs the fifth anniversary of the Participant's death.
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For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of the Participant
will be treated as if it had been paid to the surviving Spouse if the amount
becomes payable to the surviving Spouse when the child attains the age of
majority.
7.15. Date Distribution Deemed to Begin: For purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required payments to such Spouse begin, the date distribution is required to
begin to the surviving Spouse pursuant to Section 7.14(c). If distribution in
the form of an annuity irrevocably commences to the Participant before the
required beginning date, the date distribution is considered to begin is the
date distribution actually commences.
7.16. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, decree or order determined by
the Plan Administrator to be a Qualified Domestic Relations Order ("QDRO") as
defined in ERISA and Code Section 414 (p). Such distribution will be made only
in a form of benefit available under the Plan.
7.17. Payment to a Person Under a Legal Disability: If any benefit under
this Plan becomes payable to a person who is then incompetent or a minor, the
Plan Administrator may make such payment on behalf of such person to the
guardian or other legal representative of such person or to any individual who
has the custody or care of such person. Any payment made on behalf of any such
person as provided in this Section shall be binding on such person and shall be
in full discharge of any obligation of such payment to such person.
7.18. Unclaimed Benefits Procedure: The Plan does not require either the
Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with the Employer,
shall notify any Participant or Beneficiary that he or she is entitled to a
distribution under the Plan. If the Participant or Beneficiary fails to claim
benefits or make his or her whereabouts known in writing to the Employer within
twelve (12) months of the date of mailing of the notice, or before the
termination or discontinuance of the Plan, whichever should first occur, the
Employer shall treat the Participant's or Beneficiary's unclaimed Accrued
Benefit as a Forfeiture. If a Participant or Beneficiary who has incurred a
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Forfeiture of his Accrued Benefit under the provisions of this Section makes a
claim at any time for his or her forfeited Accrued Benefit, the Employer shall
restore the Participant's or Beneficiary's forfeited Accrued Benefit within
sixty (60) days after the Plan Year in which the Participant or Beneficiary
makes the claim.
7.19. Direct Rollovers: This Section applies to distributions made on or
after January 1, 1993. Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability Of Provisions: The provisions of this Article will apply
to any Participant who is credited with at least one Hour of Service with the
Employer on or after August 23, 1984 and such other Participants as provided in
this Article.
8.2. Payment Of Qualified Joint And Survivor Annuity: Unless an optional
form of benefit is selected pursuant to a qualified election, defined herein,
within the 90-day period ending on the Annuity Starting Date, the vested Accrued
Benefit of a married Participant will be paid in the form of a Qualified Joint
and Survivor Annuity. Any other Participant's vested Accrued Benefit will be
paid in the form of a Straight Life Annuity.
8.3. Payment Of Qualified Pre-Retirement Survivor Annuity: Unless an
optional form of benefit has been selected within the election period pursuant
to a qualified election, as defined herein, or unless specifically provided to
the contrary under the terms of this Plan, if a Participant dies before the
Annuity Starting Date, the Participant's vested Accrued Benefit will be paid to
the surviving Spouse in the form of a Qualified Pre-Retirement Survivor Annuity
if the Participant has been married to the same Spouse for at least
12-consecutive months. The surviving Spouse shall receive benefits commencing on
the Earliest Retirement Date benefits could have been paid to the Participant if
he had ceased to be an Employee on the date of his death and survived to retire.
8.4. Notice Requirements For Qualified Joint and Survivor Annuity: In the
case of a Qualified Joint and Survivor Annuity, the Plan Administrator shall, no
less than thirty (30) days and no more than ninety (90) days prior to the
Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
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(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an election to
waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity.
For purposes of this Section, the Annuity Starting Date will mean the first
day of the first period for which an amount is paid as an annuity, whether by
reason of retirement or disability.
8.5. Notice Requirements For Qualified Pre-Retirement Survivor Annuity: In
the case of a Qualified Pre-Retirement Survivor Annuity, the Plan Administrator
will provide each Participant within the applicable period for such Participant
a written explanation of the Qualified Pre-Retirement Survivor Annuity in such
terms and in such manner as would be comparable to the explanation provided for
meeting the requirements of the above Section applicable to a Qualified Joint
and Survivor Annuity. The applicable period for a Participant is whichever of
the following periods ends last:
(a) the period beginning with the first day of the Plan Year in which
the Participant attains age thirty-two (32) and ending with the close of Plan
Year preceding the Plan Year in which the Participant attains age thirty-five
(35);
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to apply to
the Participant;
(d) a reasonable period ending after this Article first applies to the
Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (b), (c) and (d) is the end of
the two (2) year period beginning one (1) year prior to the date the applicable
event occurs, and
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ending one (1) year after that date. In the case of a Participant who separates
from service before the Plan Year in which age thirty-five (35) is attained,
notice will be provided within the two (2) year period beginning one (1) year
prior to separation and ending one (1) year after separation from service. If
such a Participant thereafter returns to employment with the Employer, the
applicable period for such Participant will be re-determined.
The requirements of this subsection and the following subsection of this
Article regarding elections and waivers shall not apply with respect to the
Qualified Pre-Retirement Survivor Annuity because such benefit may not be waived
(or another beneficiary selected) and because the plan fully subsidies the cost
of such benefit.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity (if applicable). Any waiver of a Qualified Joint and Survivor Annuity or
a Qualified Pre-Retirement Survivor Annuity will not be effective unless.
(a) the Participant's Spouse consents in writing to the election;
(b) the election designates a specific Beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
(c) the election designates a form of benefit payment which may not be
changed without spousal consent (or the Spouse expressly permits designations by
the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election; and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
If it is established to the satisfaction of the Plan Administrator that
there is no Spouse or that the Spouse cannot be located, a waiver which complies
with paragraphs (b) and (c) above will be deemed a qualified election. Any
consent by a Spouse obtained under this provision (or establishment that the
consent of a Spouse can not be obtained) will be effective only with respect to
such Spouse. A consent that permits designations by the Participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a
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prior waiver may be made by a Participant without the consent of the Spouse at
any time before the commencement of benefits. The number of revocations will not
be limited. No consent obtained under this provision will be valid unless the
Participant has received notice as provided in the paragraphs below.
8.7. Election Period: Not applicable.
8.8. Pre-age Thirty-five (35) Waiver: Not applicable.
8.9. Transitional Joint And Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23, 1984,
who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after January 1, 1976 and if such Participant had at least
ten (10) Years of Service for vesting purposes when the Participant separated
from service.
(b) Any living Participant not receiving benefits on August 23, 1984,
who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in
subparagraphs (a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984, and ending on the
date benefits would otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to subparagraph (b) and
any Participant who does not elect under subparagraph (a) or who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Service for vesting purposes on separation from service,
will have his or her Accrued Benefit distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a life
annuity:
(1) Automatic Joint and Survivor Annuity. If benefits in the form
of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
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(ii) dies on or after Normal Retirement Age while still working
for the Employer;
(iii) begins to receive payments under the Plan on or after the
Qualified Early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Qualified Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before beginning to receive such benefits, such benefits will be
paid in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period. The election
period must begin at least six (6) months before the Participant attains
Qualified Early Retirement Age and end not more than ninety (90) days before the
commencement of benefits. Any election hereunder must be in writing and may be
changed by the Participant at any time.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Early Retirement Age will be given the opportunity
to elect, during the election period, to have an early survivor annuity payable
on death. If the Participant elects the early survivor annuity, payments under
such annuity must not be less than the payments which would have been made to
the spouse under the Qualified Joint and Survivor Annuity if the Participant had
retired on the day before his or her death. Any election under this provision
will be in writing and may be changed by the Participant at any time. The
election period begins on the later of:
(i) the 90th day before the Participant attains the Qualified
Early Retirement Age, or
(ii) the date on which participation begins, and ends on the
date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this Section,
Qualified Early Retirement Age is the latest of:
(i) the earliest date, under the Plan, on which the Participant
may elect to receive retirement benefits.
(ii) the first day of the 120th month beginning before the
Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
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ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 414 (p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which state the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the following in order to
be deemed a QDRO:
(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QDRO.
(2) The dollar amount or percentage of the Participant's benefit to
be paid by the Plan to each alternate payee, or the manner in which the amount
or percentage will be determined.
(3) The number of payments or period for which the Order applies.
(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan to
provide:
(1) any type or form of benefit, or any option not already provided
for in the Plan;
(2) increased benefits, or benefits in excess of the Participant's
vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions; or
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(4) payment of benefits to an alternate payee which are required to
be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not be
"Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt. The Plan Administrator
may then forward the Order to the Plan's legal counsel for an opinion as to
whether or not the Order is in fact "Qualified" as defined in Code Section 414
(p). Within a reasonable time after receipt of the Order, not to exceed 60 days,
the Plan's legal counsel shall make a determination as to its "Qualified" status
and the Participant and any alternate payee(s) shall be promptly notified in
writing of the determination.
(d) If the "Qualified" status of the Order is in question, there will
be a delay in any payout to any payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall segregate the
amount that would have been payable to the alternate payee(s) if the Order had
been deemed a QDRO. If the Order is not Qualified, or the status is not resolved
(for example, it has been sent back to the Court for clarification or
modification) within 18 months beginning with the date the first payment would
have to be made under the Order, the Plan Administrator shall pay the segregated
amounts plus interest to the person(s) who would have been entitled to the
benefits had there been no Order. If a determination as to the Qualified status
of the Order is made after the 18-month period described above, then the Order
shall only be applied on a prospective basis. If the Order is determined to be a
QDRO, the Participant and alternate payee(s) shall again be notified promptly
after such determination. Once an Order is deemed a QDRO, the Plan Administrator
shall pay to the alternate payee(s) all the amounts due under the QDRO,
including segregated amounts plus interest which may have accrued during a
dispute as to the Order's qualification.
(e) The Earliest Retirement Age with regard to the Participant against
whom the Order is entered shall be the date the Participant would otherwise
first be eligible for benefits under the Plan.
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Direct Rollovers: Transfers or
Direct Rollovers from other qualified plans are not permitted.
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ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class: Any Employee who, subsequent to
January 1, 1976, is transferred to employment with an Affiliated Employer and is
no longer in the Eligible Class, shall receive credit for such employment with
the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's employment
with the Affiliated Employer while not in the Eligible Class shall not be
recognized or credited for purposes of determining Years of Accrual Service
hereunder.
(b) Years of Eligibility Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Vesting Service.
(d) Benefit Formula - A transferred Employee's benefits hereunder
shall be based on the benefit rate (i) with respect to a transfer to salaried
employment with the Affiliated Employer, in effect and applicable to persons
terminating employment on the date of the Employee's termination of employment
with the Employer, and (ii) with respect to a transfer to hourly employment with
the Affiliated Employer, in effect and applicable to persons terminating
employment on the last day such Employee was in the Eligible Class.
(e) Compensation - A transferred Employee's Compensation with the
Affiliated Employer which is recognized for purposes of determining benefit
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder only if the Employee transfers to salaried employment with the
Affiliated Employment.
11.2. Transfer From Salaried Employment. Any Employee who transfers from
salaried employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Accrual Service hereunder, provided there shall be no
duplication of benefits under this Plan and any other plan based on the same
period of
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service, and no more than one year shall be credited for benefit computation
purposes under this and other plans of the Employer.
(b) Years of Eligibility Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Vesting Service.
(d) Compensation - A transferred Employee's compensation with the
Affiliated Employer which is recognized for purposes of determining benefits
under the defined benefit pension plan sponsored by such Affiliated Employer
shall be recognized for purposes of determining Average Monthly Compensation
hereunder.
11.3. Transfer from Hourly Employment. Any Employee who transfers from
hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class subsequent to January 1, 1976, shall receive credit for service
with the Affiliated Employer for purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's employment
with the Affiliated Employer shall not be recognized or credited for purposes of
determining Years of Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's employment
with the Affiliated Employer shall be recognized and credited for purposes of
determining Years of Vesting Service.
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspend or terminate the Plan at any
time. However, no amendment will authorize or permit any part of the Trust Fund
(other than any part that is required to pay taxes and administration expenses)
to be used for or diverted to purposes other than for the exclusive benefit of
the Participants or their Beneficiaries or estates; no amendment will cause any
reduction in the Accrued Benefit of any Participant or cause or permit any
portion of the Trust Fund to revert to or become the property of the Employer;
except to the extent such amendment is required
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to qualify or maintain the qualification of the Plan or to deduct or maintain
the deductibility of contributions made to the Plan under the applicable
sections of the Code. Any amendment will become effective as provided therein
upon its execution.
For the purposes of this paragraph, an amendment to the Plan which has the
effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to any
Participant prior to the amendment
will be treated as reducing the Accrued Benefit of a Participant, except that an
amendment described in clause (b) (other than an amendment having an effect
described in clause (a)) will not be treated as reducing the Accrued Benefit of
a Participant to the extent so provided in Regulations under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
12.2. Termination:
(a) The Employer, acting by its Board of Directors, shall have the
right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4041 for a Standard Termination or a
Distress Termination. Upon any termination (full or partial), all amounts shall
be allocated in accordance with the provisions hereof and the Accrued Benefit,
to the extent funded as of such date, of each affected Participant shall become
fully vested and shall not thereafter be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the Trustee
and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the Participants, in
cash or kind, in a manner consistent with the requirements of the Plan;
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(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
(4) transfer of the assets of the Plan to another qualified plan,
provided that the trust to which the assets are transferred permits the transfer
to be made and, in the opinion of legal counsel for the Employer, the transfer
will not jeopardize the tax-exempt status of the Plan or create adverse tax
consequences for the Employer. The amounts transferred will be fully vested at
all times and will not be subject to forfeiture for any reason.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a)(21)) of the Employer's intention
to terminate the Plan and the proposed date of termination. Such termination
notice must be provided at least sixty (60) days prior to the proposed
termination date. However, in the case of a standard termination, it shall not
be necessary to provide such notice to the Pension Benefit Guaranty Corporation
(PBGC). As soon as practicable after the termination notice is given, the Plan
Administrator shall provide a follow-up notice to the PBGC setting forth the
following:
(i) a certification of an enrolled actuary of the projected
amount of the assets of the Plan as of the proposed date of final distribution
of assets, the actuarial present value of the "benefit liabilities" (as defined
in ERISA Section 4001 (a) (16)) under the Plan as of the proposed termination
date, and confirmation that the Plan is projected to be sufficient for such
"benefit liabilities" as of the proposed date of final distribution;
(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan Administrator
shall not be applicable in the case of a Plan funded exclusively by individual
insurance contracts.
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(2) No later than the date on which the follow-up notice is sent to
the PBGC, the Plan Administrator shall provide all Participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the time the
final distribution of assets occurs, the Plan is sufficient to meet all "benefit
liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the amount, as of
the proposed termination date, of the current value of the assets of the Plan,
the actuarial present value (as of such date) of the "benefit liabilities" under
the Plan, whether the Plan is sufficient for "benefit liabilities" as of such
date, the actuarial present value (as of such date) of benefits under the Plan
guaranteed under ERISA Section 4022, and whether the Plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date;
(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan Administrator
shall not be applicable in the case of a Plan funded exclusively by individual
insurance contracts.
(2) A "distress termination" may only take place if:
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(i) the Employer demonstrates to the PBGC that such termination
is necessary to enable the Employer to pay its debts while staying in business,
or to avoid unreasonably burdensome pension costs caused by a decline in the
Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(iii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such termination is necessary to enable the
Employer to pay its debts pursuant to a plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by the PBGC
that the Plan is sufficient for "benefit liabilities" or for "guaranteed
benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within sixty (60) day period (as extended)
following the receipt by the PBGC of the follow-up notice, the Plan
Administrator shall allocate the assets of the Plan among Participants and
Beneficiaries pursuant to ERISA Section 4044(a). As soon as practicable
thereafter, the assets of the Plan shall be distributed to the Participants and
Beneficiaries, in cash, in property, or through the purchase or irrevocable
commitments from an insurer. However, if all liabilities with respect to
Participants and Beneficiaries under the Plan have been satisfied and there
remains a balance in the Plan due to erroneous actuarial computation, such
balance, if any, shall be returned to the Employer. The portion of the excess
attributable to Required Contributions shall be paid to the Participant who made
these contributions. In the case of a "distress termination" in which the PBGC
is unable to determine that the Plan is sufficient for guaranteed benefits, the
assets of the Plan shall only be distributed in accordance with proceedings
instituted by the PBGC.
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust Fund for the
Plan may be merged or consolidated with, or its assets and/or liabilities may be
transferred to, any other plan and trust. In the event of a merger,
consolidation or
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transfer, each Participant must receive a benefit immediately after the merger,
consolidation or transfer (as if the Plan had then been terminated) which is at
least equal to the benefit each Participant would have received if the Plan had
terminated immediately before the transfer, merger or consolidation. Such
transfer, merger or consolidation may not otherwise result in the elimination or
reduction of any benefit protected under Code Section 411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to the
contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as provided
in this Plan.
(b) The Trustee may, but will not be required to, commingle, hold and
invest as one Trust Fund all contributions made by Participating Employers, as
well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of employment will
inure only to the benefit of the Participants of the Employer or Participating
Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the Employer or
borne by the Trust Fund will be paid by each Participating Employer in the same
proportion that the total amount standing to the credit of all Participants
employed by such employer bears to the total amount standing to the credit of
all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be deemed to
be a part of this Plan; provided, however, that with respect to all of its
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relations with the Trustee and Plan Administrator for purposes of this Plan,
each Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions made by a
Participating Employer, as provided for in this Plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and the Beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. On the basis of the information furnished by the Plan
Administrator, the Trustee will keep separate books and records concerning the
affairs of each Participating Employer hereunder and as to the accounts and
credits of the Employees of each Participating Employer. The Trustee may, but
need not, register contracts so as to evidence that a particular Participating
Employer is the interested Employer hereunder, but in the event of an Employee
transfer from one Participating Employer to another, the employing Employer will
immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer will be
permitted to discontinue or revoke its participation in the Plan. At the time of
any such discontinuance or revocation, satisfactory evidence thereof and of any
applicable conditions imposed will be delivered to the Trustee. The Trustee will
thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the Employees of said
Participating Employer. In no such event will any part of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees for such Participating
Employer.
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
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ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1 Appointment of Plan Administrator and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator at any time and in its sole discretion appoint a successor
whenever a vacancy occurs.
14.2 Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administer the Plan in accordance with the terms of the
Plan and will have full power and authority to construe and resolve all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any determination by the Plan Administrator will be
final and binding upon all persons, and unless it can be shown to be arbitrary
and capricious will not be subject to "de novo" review. The Plan Administrator
may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in any manner and to any extent as it deems
necessary to carry out the purpose of the Plan; provided, however, that any
procedure, discretionary act, interpretation or construction be
nondiscriminatory and based upon principles consistent with the intent of the
Plan to continue to be deemed a qualified plan under the terms of Code Section
401(a). The Plan Administrator will have all powers necessary or appropriate to
accomplish its duties under this Plan.
14.3 Delegation of Powers: The Plan Administrator may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties. The Plan Administrator may delegate to such assistants and
representatives any powers and duties, both ministerial and discretionary, as it
deems expedient or appropriate.
14.4 Trust Agreement:
(a) The Employer shall execute a Trust Agreement with a Trustee or
Trustees chosen by the Employer to hold and manage the assets of the Trust Fund,
and to receive, hold and disburse contributions, interest and other income for
the purpose of paying the pensions under the Plan and the expenses incident to
the operation and maintenance of the Plan. From time to time, one or more
investment managers may be appointed by the Employer to manage assets of the
Trust Fund,
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which investment managers shall be solely responsible for investing, reinvesting
and managing the assets of the Trust Fund. A Trustee may also be an investment
manager and in the absence of any separate agreement with an investment manager,
the Trustee shall be the investment manager.
Each Trustee and investment manager so appointed shall acknowledge
that it is a fiduciary within the meaning of ERISA, and shall be either (i) an
investment advisor registered under the Investment Advisors Act of 1940, (ii) a
bank as defined in the Investment Advisors Act of 1940, or (iii) an insurance
company qualified to manager, acquire or dispose of assets under the laws of
more than one state.
(b) The Employer shall determine the form and terms of any Trust
Agreement or investment management agreement, which may authorize the inclusion
of obligations and stock of the Employer and its subsidiaries and affiliates
among the investments of the Trust Fund (subject to the provisions of any
applicable law), and which may authorize the pooling of the Trust Fund for
investment purposes with other Internal Revenue Service qualified pension funds
of the Employer and its subsidiaries and affiliates. The Employer may modify
such Trust Agreement or investment management agreement from time to time, or
terminate them pursuant to the terms thereof. In case of a conflict between the
Plan and the Trust Agreement, the provisions of the Trust Agreement shall be
deemed controlling.
14.5. Appointment of Advisers: The Plan Administrator may appoint counsel,
specialists, advisers, and other persons as the Plan Administrator deems
necessary or desirable in connection with the administration of the Plan.
14.6. Records and Reports: The Plan Administrator will keep a record of all
actions taken. In addition, it will keep all other books, records, and other
data that are necessary for administration of the Plan, and it will be
responsible for supplying all information and reports to Participants,
Beneficiaries, the Internal Revenue Service, the Department of Labor and others
as required by law.
14.7. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.8. Majority Actions: Except where there has been an allocation and
delegation of administrative authority or where specifically expressed herein to
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the contrary, if there shall be more than one Plan Administrator, they shall act
by a majority of their number, but may authorize one or more of them to sign any
documents on their behalf.
14.9. Expenses: All expenses and costs of administering the Plan may be
paid out of the Trust Fund unless actually paid by the Employer. Expenses will
include any expenses incident to the functioning of the Plan Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses will be considered a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administrative expense
incurred. Any administrative expense paid to the Trust Fund as a reimbursement
will not be considered an Employer contribution.
14.10. Discretionary Acts: Any discretionary actions of the Plan
Administrator with respect to the administration of the Plan shall be made in a
manner which does not discriminate in favor of stockholders, officers and Highly
Compensated Employees.
14.11. Responsibility of Fiduciaries: The Plan Administrator and members of
the Administrative Committee, and their assistants and representatives shall be
free from all liability for their acts and conduct in the administration of the
Plan except for acts of willful misconduct; provided, however, that the
foregoing shall not relieve any of them from any liability for any
responsibility, obligation or duty they may have pursuant to ERISA or the Code.
14.12. Indemnity by Employer: In the event of and to the extent not insured
against by any insurance company pursuant to provisions of any applicable
insurance policy, the Employer shall indemnify and hold harmless, to the extent
permitted by law, any individual Trustee, the Plan Administrator, and their
assistants and representatives from any and all claims, demands, suits or
proceedings which may in connection with the Plan or Trust Agreement be brought
by the Employer's Employees, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.13. Claims Procedure: Claims for benefits under the Plan may be filed
with the Plan Administrator. Written notice of the disposition of a claim will
be furnished to the claimant within ninety (90) days after the application is
filed. In addition, in the event the claim is denied, the Plan Administrator
shall:
(a) state the specific reason or reasons for the denial,
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(b) provide specific reference to pertinent Plan provisions on which
the denial is based,
(c) provide a description of any additional material or information
necessary for the Participant or his representative to perfect the claim and an
explanation of why such material or information is necessary, and
(d) explain the Plan's claim review procedure as contained in this
Plan.
Any claimant who has been denied a benefit by the Plan Administrator
will be entitled to request the Plan Administrator to give further consideration
to the claim by filing with the Plan Administrator a request for a hearing. The
request, together with a written statement of the reasons why the claimant
believes the claim should be allowed, must be filed with the Plan Administrator
within sixty (60) days after the claimant receives written notification from the
Plan Administrator regarding the denial of the claimant's claim. The Plan
Administrator will conduct a hearing within the next sixty (60) days, at which
time the claimant may be represented by an attorney or any other representative
of his or her choosing and at which time the claimant will have an opportunity
to submit written and oral evidence and arguments in support of the claim. At
the hearing (or prior thereto upon five (5) business days written notice to the
Plan Administrator) the claimant or his or her representative will have an
opportunity to review all documents in the possession of the Plan Administrator
which are pertinent to the claim at issue and its disallowance. Either the
claimant or the Plan Administrator may cause a court reporter to attend the
hearing and record the proceedings, in which event a complete written transcript
of the proceedings will be furnished to both parties by the court reporter. The
full expense of the court reporter and transcripts will be borne by the party
causing the court reporter to attend the hearing. A final decision as to the
allowance of the claim will be made by the Plan Administrator within sixty (60)
days of the hearing (unless there has been an extension of time due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). The final
decision will be written and will include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary handles;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their
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predecessors, if any, during the preceding Plan Year, or if there is not
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the Plan against any
loss by reason of acts of fraud or dishonesty by the fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Plan Administrator, be paid from the Trust Fund or by the Employer.
15.2. Action by the Employer: Whenever the Employer under the terms of the
Plan is permitted or required to do or perform any act or matter or thing, it
shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract of employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the service of
the Employer,
(b) to interfere with the right of the Employer to discharge any
Participant at any time,
(c) to give the Employer the right to require any Employee to remain
in its employ, or
(d) to affect any Employee's right to terminate employment at any
time.
15.4. Alienation: Subject to the exceptions provided below, no benefit
payable out of the Trust Fund to any person (including a Participant or the
Participant's Beneficiary) is to 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, or
charge will be void. Further, no such benefit shall in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
such person, nor shall it be subject to attachment or legal process for or
against such person.
This provision will not apply to the extent a Participant or Beneficiary is
indebted to the Plan, for any reason, under any provision of the Plan.
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This provision will not apply to the extent of a "Qualified Domestic
Relations Order" defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Plan Administrator under the
provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This Plan will be construed and enforced according to
ERISA and, the laws of the state in which the Employer has its principal office,
other than its laws respecting choice of law, to the extent not preempted by
ERISA.
15.6. Conformity to Applicable Law: It is the intention of the Employer
that the Plan, and the trust established by the Employer to implement the Plan,
be in compliance with the provisions of Sections 401 and 501 of the Code and the
requirements of ERISA, and the corresponding provisions of any subsequent laws,
and the provisions of the Plan shall be construed to effectuate such intention.
15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding is brought
regarding the Plan or Trust for the Plan established hereunder to which the
Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they will
be entitled to reimbursement from the Trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have become liable.
15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not be diverted to or used for other than the exclusive benefit of the
Participants, retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided below and
otherwise specifically permitted herein or by law, it shall be impossible by
operation of the Plan by power of revocation or amendment, by the happening of
any contingency, by collateral arrangement or by any other means, for any part
of the corpus or income of any fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than the
exclusive benefit of former or current Participants, retired Participants, or
their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund shall be
irrevocable except as provided below:
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(a) In the event the Employer makes an excessive contribution because
of a mistake of fact (pursuant to Section 403 (c) (2) (A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination from the
Commissioner of the Internal Revenue with respect to its initial qualification,
any contribution made incident to the initial qualification by the Employer may
be returned to the Employer within one-year after such determination, provided
the application for the determination is made by the time prescribed by law for
filing the Employer's return for the taxable year in which the Plan was adopted,
or such later date as the Secretary of the Treasury may prescribe.
(c) Notwithstanding any provisions of the Plan to the contrary, all
contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee must return the contribution within one year following the
disallowance. Earnings of the Plan attributable to the contribution for which
such deduction is disallowed may not be returned to the Employer, but any losses
attributable thereto must reduce the amount so returned.
15.12. Employer's Protective Clause: Neither the Employer nor the Trustee,
nor their successors, will be responsible for the validity of any insurance or
annuity contract issued hereunder or for the failure on the part of the insurer
to make payments provided by any contract, or for the action of any person which
may delay payment or render a contract null and void or unenforceable in whole
or in part.
15.13. Insurer's Protective Clause: Any insurer who will issue contracts
hereunder will not have any responsibility for the validity of this Plan or for
the tax or legal aspects of this Plan. The insurer will be protected. and held
harmless in acting in accordance with any written direction of the Trustee, and
will have no duty to see to the application of any funds paid to the Trustee,
nor will be required to question any actions directed by the Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant, a
Participant's legal representative or Beneficiary, or to any guardian appointed
for the Participant or Beneficiary will, to the extent thereof, be in full
satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a
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condition precedent to such payment, to execute a receipt and release thereof in
such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will have the
following meanings unless a different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal Retirement
Age determined pursuant to Section 4.1 hereof accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit derived from
Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan."
16.2. Actuarial Equivalent: The conversion to a form of benefit differing
in time, period, or manner of payment from the specific benefit provided under
the Article herein entitled "Plan Benefits" accomplished by applying the
actuarial assumptions set forth in Schedule A attached hereto and made a part
hereof.
16.3. Administrative Committee: The person or persons or entity appointed
by the Plan Administrator to administer the Plan.
16.4. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414
(b)) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in Code Section 414 (c))
with the Employer; and any other entity required to be aggregated with the
Employer pursuant to Regulations under Code Section 414 (o).
16.5. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of the
following, which are required to be aggregated:
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(1) all the plans of the Employer in which a Key Employee is a
Participant during the Plan Year containing the Determination Date or any of the
preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in which
a Key Employee participates to meet the requirements of Code Section 401 (a) (4)
or 410.
If the Required Aggregation Group is a Top-Heavy Group, all plans
in the Required Aggregation Group in which the Determination Dates fall within
the same calendar year will be considered Top-Heavy Plans. If the Required
Aggregation is not a Top-Heavy Group, no plan in the Required Aggregation Group
will be considered a Top-Heavy Plan.
(b) Permissive Aggregation Group: The group of plans consisting of the
following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401 (a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group, only
those plans which are part of the Required Aggregation Group and in which the
Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Permissive Aggregation Group is not a Top-Heavy Group,
then no plan in the Permissive Aggregation Group will be considered a Top-Heavy
Plan.
(c) Any terminated plan maintained by the Employer within the last
five Plan Years ending on the Determination Date will be included in determining
the Aggregation Group.
16.6. Anniversary Date: The first day of the Plan Year.
16.7. Annual Benefit: The benefit payable annually under the terms of the
Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefit under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity pursuant to the provisions
of Article II and Schedule A hereof.
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16.8. Annuity: A single premium annuity contract, or an annuity under a
group annuity contract purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.9. Average Monthly Compensation: The monthly compensation of a
Participant averaged over the sixty (60) consecutive calendar months for which
such Participant's Compensation was highest within the last one hundred twenty
(120) calendar months of his employment as an Employee in the Eligible Class
immediately preceding his retirement date or his termination of employment, or
the monthly compensation of a Participant averaged over his entire employment,
if less than sixty (60) months. Such average shall be computed by dividing the
total of the Participant's Compensation for such sixty (60) calendar month
period (or less) by the number of months in that period for which such Employee
received Compensation.
16.10. Annuity Starting Date: The first day of the first period for which
an amount is paid as an annuity or, in the case of a benefit not payable in the
form of an annuity, the first day on which all events have occurred that
entitles the Participant to such benefit. In the case of a deferred annuity, the
Annuity Starting Date shall be the date on which the annuity payments are
scheduled to commence.
16.11. Base Salary: The regular base monthly salary payable to an Employee
by the Employer, excluding any premium paid such as commissions, drawing
accounts, bonus, overtime, shift differential, supplemental compensation,
pension payment, retainer fee, extended work week compensation, incentive
compensation, payment under the Employer's Performance Incentive Plan,
relocation allowance, per diem allowances, all allowances to an Employee
residing outside of the United States or any other similar payments, special
remuneration or contribution.
16.12. Beneficiary:
(a) The last person or persons designated by the Participant to
receive benefits payable under the Plan in the event of death. In the event a
Beneficiary is not designated, the Participant's surviving Spouse will be the
deemed Beneficiary. If neither a designated Beneficiary nor the Participant's
Spouse survives the Participant the Participant's estate will be deemed the
Beneficiary.
(b) Subject to the terms of any life insurance policy, any designated
Beneficiary may be changed from time to time. To change a Beneficiary in a
policy the Participant must inform the Plan Administrator and the Trustee in
writing. The Trustee must take immediate steps to complete the change with the
insurer but will not be liable for any delay in making the change, unless caused
by its gross negligence. No change of Beneficiary will be binding upon the
insurer until forms properly
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executed by the Trustee have been filed with and acknowledged by the insurer at
its home office.
(c) No designation of Beneficiary or change of designation of
Beneficiary made under this Section will be effective until the Plan
Administrator and the Trustee actually receive a written notice of such
designation or change, signed by the Participant.
In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Plan Administrator. A Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing written notice
of such revocation or change with the Plan Administrator.
16.13. Break in Service: A Period of Severance of at least twelve (12)
consecutive months.
In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence will not constitute a Break in
Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence:
(1) by reason of the pregnancy of the individual,
(2) by reason of the birth of a child of the individual,
(3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
If the Employer is a member of an affiliated service group (under Code
Section 414 (m)), a controlled group of corporations (under Code Section 414
(b)), or a group of trades or businesses under common control (under Code
Section 414 (c)) or any other entity required to be aggregated with the Employer
pursuant to Code Section 414 (o) and the regulations thereunder, service will be
credited for any employment for any period of time for any other member of such
group. Service will also be credited for any individual required under Code
Section 414 (n) or 414 (o) and the Regulations thereunder to be considered an
Employee of any employer aggregated under Code Section 414 (b), (c) or (m).
16.14. Code: The Internal Revenue Code of 1986, including any amendments
thereto.
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16.15. Compensation: A Participant's wages and salaries received during the
calendar year for personal services rendered to the Employer as an Employee in
the Eligible Class, including:
(a) Base Salary
(b) Contractual pay
(c) Domestic allowance
(d) Extended work week
(e) Foreign assignment allowance
(f) Hardship allowance
(g) Holiday pay
(h) Illness and injury pay
(i) Incentive compensation
(j) Military pay
(k) Night shift premium
(l) Notice pay
(m) Overtime
(n) Paid absence allowance
(o) Performance bonus
(p) Retirement incentive pay
(q) Retroactive pay
(r) Sales commission
(s) Sector award
(t) Separation pay
(included effective 5/1/85;
gross-up provisions do not apply)
(u) Shift differential
(v) Sick pay
(w) Suggestion award
(x) Tax deferred CompMed
(y) Technical innovation award
(z) Vacation pay.
and excluding
(a) Automobile allowance
(b) Balloon bonus
(c) Cash out of options
(d) Club membership (allowable thru 1982)
(e) Completion bonus
(f) Consulting fees paid
(g) Education assistance
(h) Employment bonus
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(i) Executive conference award
(j) Gain on exercise of a stock option
(k) Guest air travel expense
(l) Home leave (allowable through 1982)
(m) Housing allowance
(n) Imputed income
(o) Medicare "B"
(p) Miscellaneous pay
(q) Mortgage differential
(r) Moving expense (allowable through 1976)
(s) Overseas cost of living
(t) Payments in Lieu of SESSOP
(u) Performance incentive units (PIU)
(v) R&R (allowable through 1982)
(w) Real estate fees
(x) Relocation bonus
(y) Restricted stock dividend
(z) Separation pay
(excluded through 4/30/85; gross-up
provisions apply)
(aa) SOPSE
(bb) Tax gross-up
(cc) Tax equalization
Compensation shall also include any amount which is contributed by the
Employer pursuant to a salary reduction agreement under code Section 401 (k),
Section 402 (e) (3) and Section 402 (h), a simplified employee pension plan
under Code Section 408 (k), a cafeteria plan under Code Section 125 or a
tax-deferred annuity under Code Section 403 (b).
For years beginning after December 31, 1988, the Compensation of each
Participant which may be taken into account for determining all benefits
provided under the Plan for any Plan Year will not exceed $200,000, as adjusted
under Code Section 415 (d) of the Code, except that the dollar increase in
effect on January 1 of any calendar year is effective for years beginning in
such calendar year and the first adjustment to the $200,000 limitation is
effective on January 1, 1990.
Notwithstanding the foregoing, for Plan Years beginning after December 31,
1993, the Compensation of each Participant which may be taken into account under
the Plan will not exceed $150,000, except as adjusted as follows. For any Plan
Year beginning after December 31, 1994, such $150,000 annual compensation limit
shall be adjusted as provided under Code Section 415(d), except that such
adjustments shall only be made in increments of $10,000, rounded down to the
next lowest multiple of $10,000. Notwithstanding the foregoing, if the plan is
maintained
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pursuant to one or more collective bargaining agreements ratified before August
10, 1993, the above provision limiting Compensation to $150,000 shall not apply
to contributions made or benefits accrued pursuant to such collective bargaining
agreements for Plan Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of
such collective bargaining
agreements terminates, without
regard to any extension, amendment,
or modification made on or after
August 10, 1993.
If the period for determining compensation used in calculating an
Employee's allocation for a determination period is a short plan year (i.e.
shorter than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of section 414 (q) (6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted applicable compensation limitation is
exceeded, then (except for purposes of determining the portion of compensation
up to the integration level if this plan provides for permitted disparity), the
limitation shall be prorated among the affected individuals in proportion to
each such individual's compensation as determined under this Section prior to
the application of this limitation or, the limitation shall be adjusted in
accordance with any other method permitted by Regulation.
If compensation for any prior determination period is taken into account in
determining an Employee's benefit for the current determination period, the
compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. Thus, increases in the annual
compensation limit apply only to compensation taken into account for the Plan
Year in which the increase is effective. In addition, if compensation for any
Plan Year beginning prior to January 1, 1994 is used for determining benefit
accruals in a plan year beginning on or after January 1, 1994, then the annual
compensation limit for that prior year is the annual compensation limit in
effect for the first Plan Year beginning on or after January 1, 1994 (generally
$150,000). For this purpose, for years beginning before January 1, 1990, the
applicable annual compensation limit is $200,000.
For purposes of applying the limitations of Code Section 415, "Code Section
415 Compensation" will include the Participant's wages, salaries, fees for
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professional service and other amounts for personal services actually rendered
in the course of employment with an Employer maintaining the Plan (including,
but not limited to, commissions paid to salesmen, compensation for services on
the basis of a percentage of profits, commissions on insurance premiums, tips
and bonuses and, in the case of a Participant who is an Employee within the
meaning of Code Section 401 (c) (1) and the Regulations thereunder, the
Participant's Earned Income (as described in Code Section 401 (c) (2) and the
Regulations thereunder)) paid during the Limitation Year. "415 Compensation"
will exclude:
(a) Employer contributions to a plan of deferred compensation which
are not includible in the Employee's gross income for the taxable year in which
contributed, or Employer contributions under a simplified employee pension plan
to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403 (b) of
the Internal Revenue Code (whether or not the amounts are actually excludible
from the gross income of the Employee).
For purposes of applying the limitations of Code Section 415, "415
Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
16.16. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414 (b),
(c) and (d).
16.17. Dependent Child: A child, by blood or adoption, born or unborn, of
(a) a Participant or former Participant, or
(b) a Participant's or former Participant's Spouse, or former Spouse,
if such child is living in a family relationship with the Participant or former
Participant, or
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(c) a deceased Spouse of the Participant or for Participant, if the
Participant or former Participant was married to the Spouse at the time of the
Spouse's death, and if such child is living in a family relationship with the
Participant's or former Participant,
provided the child is unmarried and
(i) has not reached the nineteenth (19th) birthday, or
(ii) is a full-time student at an accredited educational
institution and has not reached the twenty-fifth (25) birthday.
A Dependent Child who, because of bodily injury, disease or mental
condition, which began or occurred before the child reached the age of nineteen
(19), or the age of twenty-five (25) if a full time student at an accredited
educational institution, is prevented from performing generally the normal
activities of a person like age and sex shall be Dependent Child, regardless of
age, until the earlier of a determination that the child is no longer prevented
from so performing, or death.
No child who is a ward of any state or other governmental subdivision
shall be a Dependent Child. Any questions as to whether or not a person is a
Dependent Child shall be determined by the Plan Administrator.
16.18. Determination Date: For any Plan Year subsequent to the first Plan
Year, the last day of the preceding Plan Year. For the first Plan Year, the last
day of that Plan Year.
16.19. Direct Rollover: A direct rollover is a payment by the Plan to an
Eligible Retirement Plan specified by the Distributee.
16.20. Disability: A bodily injury, disease or mental condition, either
occupational or non-occupational in cause, which for a period of up to two (2)
years from the date the individual was last actively at work, prevents the
individual from performing the duties of the individual's normal occupation or
substantially from comparable duties, and which thereafter prevent the
individual from performing any occupation for which suited by education,
training or experience, as determined by the Plan Administrator. The permanence
and degree of such incapacity will be supported by medical evidence.
16.21. Disability Retirement Date: The first day of the month following the
date the Participant shall be entitled to disability retirement benefits
pursuant to Section 4.5.
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16.22. Distributee: A distributee includes an Employee or former Employee.
In addition, the Employee's or former Employee's surviving Spouse and the
Employee's or former Employee's former Spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section 414 (p) of the Code,
are Distributees with regard to the interest of the Spouse or former Spouse.
16.23. Earliest Retirement Date: The earliest date on which the Participant
could elect to receive retirement benefits under the Plan.
16.24. Early Retirement Age: The earlier of (a) the date on which a
Participant shall have attained age fifty-five (55) and completed five (5) Years
of Vesting Service, including at least one continuous Year of Service prior to
his or her actual retirement date; or (b) the date on which the sum of a
Participant's age and Years of Service first equals or exceeds eighty (80),
provided such individual was participating in the Plan before April 1, 1990.
16.25. Early Retirement Date: The first day of the month coinciding with or
next following a Participant's attainment of Early Retirement Age on which the
Participant elects to begin receiving his retirement benefits hereunder.
16.26 Eligible Class: Employment as a salaried Employee at a participating
division or location of Amphenol Aerospace Operations. Without limitation,
Amphenol Backplane Systems is not a participating division or location of
Amphenol Aerospace Operations.
16.27. Eligible Retirement Plan: An individual retirement account described
in Section 408 (a) of the Code, an individual retirement annuity described in
Section 408 (b) of the Code, an annuity plan described in Section 403 (a) of the
Code, or a qualified trust described in Section 401 (a) of the Code, that
accepts the Distributee's Eligible Rollover Distribution.
However, in the case of an Eligible Rollover Distribution to the surviving
Spouse, an Eligible Retirement Plan is only an individual retirement account or
individual retirement annuity.
16.28. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401 (a)
(9) of the Internal Revenue Code; and the portion or any distribution that is
not includible in gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer securities).
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16.29. Employee: Any person in the employ of the Employer or of any other
employer required to be aggregated with the Employer under Sections 414 (b),
(c), (m) or (o) of the Code, excluding any person who is an independent
contractor.
The term Employee will also include any Leased Employee deemed to be an
Employee of any employer described in the previous paragraph as provided in
Sections 414 (n) or (o) of the Code.
16.30. Employer: Amphenol Corporation, any successor which will maintain
this Plan and any predecessor which has maintained this Plan. The Employer is a
Corporation, with principal offices in the State of Connecticut.
16.31. Employment Commencement Date: The date the Employee first performs
an Hour of Service for the Employer.
16.32. ERISA: The Employee Retirement Income Act of 1974, as it may from
time to time be amended or supplemented.
16.33. Family Member: The Employee's Spouse, any of the Employee's lineal
descendents and ascendants and the spouses of the Employee's lineal descendents
and ascendants, all as described in Code Section 414 (q) (6) (B).
16.34. Fiscal Year: The Employer's accounting year of 12 months commencing
on January 1 of each year and ending the following December 31.
16.35: Forfeiture: That portion of a Participant's Accrued Benefit that is
not vested, and occurs on the earlier of:
(a) the distribution of the entire vested portion of a Participant's
Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant incurs five
(5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.36. Highly Compensated Employee: An Employee who, on the snapshot day:
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(a) is a five percent (5%) owner (as defined in the definition of "Key
Employee";
(b) received Compensation from the Employer in excess of the amount
set forth in Code Section 414 (q) (1) (b) (as adjusted pursuant to Section 415
(d) of the Code);
(c) received Compensation from the Employer in excess of the amount
set forth in Code Section 414 (q) (1) (C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section 414 (q)
(1) (D).
If the determination on Employee's status as a Highly Compensated Employee
is made earlier than the last day of the Plan Year, Compensation shall be
projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day that are
taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshot day and was a Highly
Compensated Employee in the prior year;
(b) terminated prior to the snapshot day and
(i) was a five percent (5%) owner;
(ii) has compensation for the Plan Year greater than or equal to
the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshot day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
(iii) is an officer and has Compensation greater than or equal to
the projected Compensation of any other officer who is a Highly Compensated
Employee on the snapshot day solely because that person is an officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414 (q) - IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
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16.37. Highly Compensated Participant: A Highly Compensated Employee who
has satisfied the eligibility requirements and is participating in the Plan.
16.38. Hour of Service: Each hour for which an Employee is paid, or
entitled to payment, for the performance of duties for the Employer.
16.39. Inactive Participant: A former active Participant who has an Accrued
Benefit.
16.40. Key Employee: An Employee who, at any time during the Plan Year or
any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater than fifty
percent (50%) of the amount in effect under Section 415 (b) (1) (A) of the Code
for any Plan Year;
(b) one of the ten (10) Employees having Compensation from the
Employer of more than the limitation in effect under Section 415 (c) (1) (A) of
the Code and owning (or considered as owning within the meaning of Code Section
318) the largest interests in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent (5%)
owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer, or in the case of an unincorporated
business, any person who owns more than five percent (5%) of the capital or
profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having Compensation from
the Employer of more than $150,000. "One percent (1%) owner" means any person
who owns (or is considered as owning within the meaning of Code Section 318)
more than one percent (1%) of the outstanding stock of the Employer or stock
possessing more than one percent (1%) of the total combined voting power of all
Stock of the Employer, or in the case of an unincorporated business, any person
who owns more than one percent (1%) of the capital or profits interest in the
Employer.
For purposes of paragraph (a), no more than the lesser of (i) fifty
Employees, or (ii) the greater of ten percent (10%) of the Employees or three
Employees will be treated as officers. For purposes of paragraph (b), if two
Employees have the same interest in the Employer, the Employee having greater
Compensation from the Employer will be treated as having a larger interest. Such
term will not include any officer of Employee of an entity referred to in
Section 414 (d) of
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the Code (relating to governmental plans). For purposes of determining the
number of officers taken into account under paragraph (a), Employees described
in Section 414 (q) (8) of the Code will be excluded.
16.41. Late Retirement Date: The first day of the month selected by a
Participant for commencement of retirement benefits which follows a
Participant's Normal Retirement Date and is no later than the earlier of
(1) the first day of the month coinciding with (immediately following,
if none coincides with) the date the Participant ceases to be an Employee, or
(2) the first day of the month in which the Participant performs no
more than 40 Hours of Service. A later retirement date may apply if the
Participant so elect.
16.42. Leased Employee: Any person (other than an Employee of the Employer)
who pursuant to an agreement between the Employer and any other person ("leasing
organization") has performed for the Employer (or for the Employer and related
persons determined in accordance with Section 414 (n) (6) of the Code) services
of a type historically performed by employees in the business field of the
Employer on a substantially full-time basis for a period of at least one year.
Contributions or benefits provided a Leased Employee by the leasing organization
which are attributable to services performed for the Employer will be treated as
provided by the Employer.
A Leased Employee will not be considered an Employee of the Employer if:
(a) such Leased Employee is covered by a money purchase pension plan
providing:
(1) a nonintegrated employer contribution rate of at least ten
percent (10%) of compensation, as defined in Section 415 (c) (3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section 402
(e) (3), Section 402 (h) or Section 403 (b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty percent (20%)
of the Employer's Non-Highly Compensated Employees.
16.43. Limitation Year: The Plan Year.
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16.44. Non-Highly Compensated Employee: Any Employee who is not a Highly
Compensated Employee.
16.45. Non-Key Employee: Any Employee who is not a Key Employee.
16.46. Normal Form of Benefit: A Straight Life Annuity
16.47. Normal Retirement Age: Age Sixty-five (65).
16.48. Normal Retirement Date: The first day of the month coinciding with
or next following the date a Participant attains Normal Retirement Age.
16.49. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.50. Participating Employer: Any corporation or entity, other than the
Employer, whether an affiliate or subsidiary of the Employer or not, who, with
the consent of the Employer and the Trustee, adopts the Plan and all of the
provisions hereof by a properly executed document evidencing said intent of such
Participating Employer.
16.51. Period of Service: The aggregate of all period(s) of employment with
the Employer commencing with the Employee's Employment Commencement Date and
ending on the later of (a) the date an Employee quits, retires, is discharged or
dies, or (b) the date of expiration of an authorized leave of absence; subject
to the Break in Service rules.
16.52. Period of Severance: A continuous period of time during which the
Employee is not employed by the Employer. Such period begins on the date the
Employee retires, quits or is discharged, or if earlier, the twelve (12) month
anniversary of the date at which the Employee was otherwise first absent from
service.
16.53. Plan: Effective January 1, 1987, assets and liabilities of the
Salaried Employees Pension Plan of Allied Corporation (the "Allied Plan")
related to active and retired salaried employees at Sidney, New York were spun
off to the Employer's qualified retirement plan as set forth in this document,
and as hereafter amended, known as the Pension Plan for Salaried Employees of
the Sidney Division, Amphenol Corporation.
16.54. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan Administrator shall be a named "fiduciary", as referred to in Section 402
(a) of ERISA with respect to the management, operation and administration of the
Plan.
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16.55. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year and ending the following December 31.
16.56. Predecessor Employer: A firm absorbed by the Employer by change of
name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
16.57 Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial methods and assumptions set forth in Schedule A hereto.
16.58. Primary Social Security Retirement Benefit: A Participant's Primary
Social Security Retirement Benefit is the estimated Primary Insurance Amount to
which the Participant is entitled at his Normal Retirement Date or Late
Retirement Date, if later. If a Participant's Normal Retirement Date or Late
Retirement precedes his Social Security Retirement Age, his Primary Insurance
Amount will be decreased by the applicable reduction factor provided under Title
II of the Federal Social Security Act for the period between Normal Retirement
Date or Late Retirement Date and his Social Security Retirement Age. If a
Participant retires after his Social Security Retirement Age, his Primary
Insurance Amount will be increased by the applicable delayed retirement credit
provided under Title II of the Federal Social Security Act for the period
between his Social Security Retirement Age and his actual retirement date or age
seventy (70), whichever is earlier. The failure of the Participant to receive
such amount of any portion thereof for whatever reason shall be disregarded.
When determining the Participant's Primary Insurance Amount, it will be assumed
that the Participant received Compensation for all prior years by applying a
retrospective salary scale to the Participant's Compensation which he received
during the plan year preceding his last day of employment. This retrospective
salary scale will be based on the actual past changes in the national average
wages from year to year as determined by the Social Security Administration. The
application of this retrospective salary scale to the Participant's Compensation
which he received during the plan year preceding his last day of employment will
produce an estimate of Compensation from the Participant's last day of
employment backwards to the calendar year of the Participant's eighteenth
birthday. If a participant's last day of employment occurs before his 65th
birthday, his Compensation which he received during the plan year preceding his
last day of employment will be assumed to continue from his last day of
employment to his 65th birthday for purposes of determining his Primary
Insurance Amount. However, if the Participant provides the Employer with
satisfactory evidence of the Participant's actual past compensation for such
prior years and if such past compensation is treated as wages under the Social
Security Act, the Plan must use such actual past compensation. The Plan must
provide written notice to each Participant of the Participant's right to supply
actual compensation history and of the financial consequences of failing to
supply such history. The notice must be given each time the
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summary plan description is provided to the Participant and must also be given
upon the Participant's separation from service. The notice must also state that
the Participant can obtain the actual compensation history from the Social
Security Administration.
With respect to the determination of any Grandfathered Benefit, however,
Primary Social Security Benefit is the estimated amount of a Participant's
monthly Old Age Insurance Benefit available at age sixty-five (65), or where
applicable the Disability Insurance Benefit, under the Social Security Act in
effect on the December 31 coincident with or next preceding the earlier of the
Participant's Normal Retirement Date, Disability Retirement Date or date of
termination of employment (unless the Participant shall have been subsequently
reemployed by Employer or an Affiliated Employer). Such benefit shall be
computed upon the assumption that the Participant has been continuously covered
under said Act since the later of 1951 or the Participant's twenty-first (21st)
birthday, and that the annual remuneration for employment for the calendar year
preceding the date on which employment terminates shall be determined from
average salary assuming that salary changes during the calendar years used to
determine such average salary were equal to the changes in the national average
wage as determined by the Social Security Administration. If there has been no
average wage released by the Social Security Administration for a particular
year, an estimate of such wage shall be made by assuming a continuation of the
same percentage change as was last experienced in such average wage. For each
calendar year prior thereto, such remuneration shall be assumed to have changed
in proportion to the national average wage determined by the Social Security
Administration for the year under consideration. The Participant shall be deemed
to have received no remuneration for Social Security purposes for employment
subsequent to the December 31 coincident with or next preceding the later of
Normal Retirement Date or termination date. Where the Participant is eligible
for benefits under the Railroad Retirement Act at the time of Retirement the
term "Primary Social Security Benefit" shall include benefits payable under said
Act, excluding any benefits payable to the Participant's spouse and dependents,
and the calculation set forth hereinabove shall be made by reference to the
provisions thereof. A written notice shall be provided to each retired and
vested terminated Participant which shall indicate that the Primary Social
Security Benefit is estimated and that, in the event the Participant obtains a
record of earnings from the Social Security Administration, an estimated Primary
Social Security Benefit based on said record of actual earnings shall be used.
Any benefit under the Plan shall be adjusted to reflect any change in the
estimated Primary Social Security Benefit, due to the use of actual earnings. If
a reduction in benefits shall occur, such reduction shall be made on the
prospective basis only, and shall not reflect prior overpayments. A Participant
shall have ninety (90) days from receipt of the written notice to notify the
Employer of the actual Social Security Administration earnings record.
16.59. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate
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payee(s) the right to receive all or part of a Participant's Accrued Benefit and
which meets the requirements of Code Section 414 (p).
16.60. Qualified Joint and Survivor Annuity: An annuity for the life of the
Participant with a survivor annuity for the life of the Participant's Spouse
equal to fifty percent (50%) of the amount of the annuity payable during the
joint lives of the Participant and the Participant's Spouse, and which is the
Actuarial Equivalent of the Normal Form of Benefit.
16.61. Qualified Joint and Survivor Annuity with Dependent Continuation: A
Qualified Joint and Survivor Annuity with survivor annuities for the lives of
the Dependent Children equal to the amount of the annuity payable as a survivor
annuity for the life of the Participant's Spouse. Such continuation annuity
shall be payable if at the date of death of the last to die of the Participant
and Spouse, there are Dependent Children then living. The continuation annuity
shall be divided equally among such children who are Dependent Children at such
date, with payment in respect of each child ceasing when the child is no longer
a Dependent Child, or at such earlier date as may be required by law.
16.62. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of separation
from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired as of the Earliest Retirement Age with an immediate
Qualified Joint and Survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
16.63. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following a Break in
Service.
16.64. Re-entry Date: The date an Inactive Participant re-enters the Plan.
16.65. Regulation: Income Tax Regulations as promulgated by the Secretary
of the Treasury or his delegate, and as amended from time to time.
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16.66. Retirement: Termination of employment while in the eligible Class:
(a) after the Participant attains Normal Retirement Age.
(b) after the Participant attains Early Retirement Age, or
(c) due to Disability.
16.67. Social Security Retirement Age: The age used as the retirement age
under Section 216 (1) of the Social Security Act, except that such Section shall
be applied without regard to the age increase factor and as if the early
retirement age under Section 216 (1) (2) of such Act were sixty-two (62).
16.68. Spouse: The legal husband or wife or surviving husband or wife of
the Participant who is married to, and not legally separated or divorced from
the Participant, provided that a person who was formerly legally married to a
Participant will be treated as the Spouse or surviving Spouse and a person who
is currently legally married to a Participant will not be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.
16.69. Straight Life Annuity: An annuity payable in equal installments for
the life of the Participant that terminates upon the Participant's death.
16.70. Straight Life Annuity with Dependent Continuation: An immediate
annuity for the life of the Participant with survivor annuity for the lives of
the Dependent Children equal to fifty percent (50%) of the amount of the annuity
payable during the life of the Participant. Such fifty percent (50%)
continuation annuity shall be divided equally among such children who are
Dependent Children at the time of death of the Participant, with the payment in
respect of each child ceasing when the child is no longer Dependent Child or at
such earlier date as may be required by law.
16.71. Super Top-Heavy Plan: This Plan for any Plan Year in which, as of
the Determination Date, "90%" were substituted for "60%" where it appears in the
definition of "Top-Heavy Plan".
16.72. Survivor Annuity: An annuity payable in equal installments for the
life of the Participant's Spouse that terminates upon the Spouse's death.
16.73. Top-Heavy Group: Any Aggregation Group for which the sum as of the
Determination Date of
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(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under all
defined contribution plans in the Aggregation Group, exceeds sixty percent (60%)
of the similar sum determined for all Employees.
16.74. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
(a) the Accrued Benefit of Key Employees under this Plan and any other
defined benefit plan of the Employer which is included with this Plan in an
Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416 (g) (3), distributions from
such plans during the five-year period ending on the Determination Date will be
added to said Accrued Benefits and said aggregate of present values of the
cumulative accrued benefits (both for Key Employees and all Key Employees and
Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416 (g) (4) (A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefit and
accounts of an Employee who was a Key Employee but who will have ceased to be a
Key Employee will not be taken into account for purposes of determining whether
the Plan is a Top-Heavy Plan.
To the extend required by Code Section 416 (g) (4) (E), if an Employee
has not performed services for the Employer at any time during the five (5) year
period ending on the Determination Date, any Accrued Benefits and present value
of cumulative accrued benefits for such Employee will not be taken into account
in determining whether the Plan is a Top-Heavy Plan.
16.75. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and the Employer maintains or
has maintained one or more defined benefit plans which during the 5-year period
ending on the Determination Date(s) has or has had any
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accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
Group as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the Determination Date(s), all determined in accordance
with Section 416 of the Code and the Regulations thereunder. The accrued
benefits under a defined benefit plan is both the numerator and denominator of
the Top-Heavy Ratio are increased for any distribution of an accrued benefit
made in the 5-year period ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
Regulations thereunder. Deductible Employee contributions will not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating plans
the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee shall be
determined under (a) the method, if any, that uniformly applied for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such methods, as if such benefit accrued not more rapidly that the
slowest accrual rate permitted under the fractional rule of Section 411 (b) (1)
(C) of the Code.
16.76. Top-Paid Group: The group consisting of the top twenty percent (20%)
of Employees when ranked on the basis of Compensation paid during such year. For
purposes of determining the number of Employees in the group (but not for
purposes of determining who is in it), the following Employees will be excluded:
(a) Employees who have not completed six (6) months of service with
the Employer.
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(b) Employees who normally work for the Employer less than seventeen
and one half (17-1/2) hours per week.
(c) Employees who normally do not work for the Employer more than
six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who are
covered by an agreement between Employee representatives and the Employer, where
retirement benefits were the subject of good faith bargaining, provided that
ninety percent (90%) or more of the Employer's Employees are covered by the
agreement.
(f) Employees who are nonresident aliens and who receive no earned
income which constitutes income from sources within the United States.
16.77. Trust Agreement: The instrument executed by the Employer and the
Trustee fixing the rights and liabilities of each with respect to holding and
administering Plan assets for the purposes of the Plan.
16.78. Trust Fund: The assets of the Plan as held and administered by the
Trustee.
16.79. Trustee: The trustees named in the Trust Agreement and their
successors.
16.80. Valuation Date: The Anniversary Date of the Plan or such other date
as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
16.81. Year of Accrual Service: The total of an Employee's Years of Service
while in the Eligible Class, expressed as whole years and fractional parts of a
year (calculated to the day), to three decimal places.
16.82. Year of Service: The total years of employment of an Employee with
the Employer commencing with the Employee's Employment Commencement Date, and
ending with the date such Employee quits, retires, or is discharged or released.
In addition, years of Service shall include:
(a) any period, not in excess of one year in the case of any single
leave of absence, during which the individual is on an authorized leave of
absence, provided that the individual again becomes an Employee as of the end of
such leave or absence or within such additional period as may be provided by
law.
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Notwithstanding the foregoing, any leave of absence granted under the Employer's
leave of absence policies to bridge an Employee's employment to the date on
which the Employee will be eligible for early retirement or vested benefits
under the Plan shall also be included, not to exceed three years.
(b) any period not in excess of four years, or such longer period
during which the individual has reemployment rights pursuant to any Federal Law,
during which the individual is on a leave of absence for military service,
provided that the individual is reemployed in accordance with the terms of such
leave of absence.
(c) any period during which the Participant is receiving a
Disability retirement benefits, provided that such period shall be included only
to the extent that such inclusion does not increase the Service beyond
twenty-five (25), and further provided that such period ends upon the attainment
of the Participant's Normal Retirement Date.
(d) except as otherwise provided in subparagraph (a), any period not
in excess of one (1) year, during which an Employee is on reduction in force
status commencing after October 1, 1976 but not additional Years of Service
shall be counted after any termination date, nor after reemployment of the
Employee by any plant or division of the Employer not participating in the Plan
or by any Affiliated Employer.
16.83. Year of Vesting Service: The number of whole years of the Employee's
Period of Service determined on an elapsed basis. In order to determine whole
years of an Employee's Period of Service, nonsuccessive Periods of Service shall
be aggregated; 365 days of service shall equal a whole year. After calculating
an Employee's Period of Service in a manner described herein, any period of less
than 365 days shall be disregarded. An Employee shall be credited with a Year of
Vesting Service only for complete whole-year Periods of Service consisting of
365 days.
The computation period shall be the twelve (12) month period commencing on
the Employee's Employment Commencement Date and anniversaries thereof unless a
different computation period is expressly stated.
-89- Exhibit G
<Page>
IN WITNESS WHEREOF, the amended and rested PENSION PLAN FOR SALARIED
EMPLOYEES OF THE SIDNEY DIVISION AMPHENOL CORPORATION is, by authority of its
Board of Directors, adopted on the day and year first above matter.
AMPHENOL CORPORATION
By
----------------------------------
ATTEST:
- ----------------------------
-90- Exhibit G
<Page>
EXHIBIT G
SCHEDULE A
For purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor with Continuation to 90% of Normal Form of Benefit, adjusted
Joint Annuitant at 50%, OR Joint and as indicated below if the difference
Survivor with Continuation to Surviving between the Participant's age and the Joint
Participant or Joint Annuitant at 66-2/3%. Annuitant's age exceeds three years.
Joint and Survivor with Continuation to Joint 75% of Normal Form of Benefit, adjusted as
Annuitant at 100% indicated below if the difference between the
Participant's age and the Joint Annuitant's
age exceeds three years.
Adjustment to Joint & Survivor Factors For each year that the age of the Joint Annuitant
exceeds the age of the Participant plus three
years, the percentage is increased by 1% point,
except that the percentage shall not exceed 95%.
For each year that the age of the Participant
exceeds the age of the Joint Annuitant plus
three years, the percentage is decreased
by 1% point.
</Table>
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
Exhibit G/Schedule A
<Page>
Mortality
1984 Unisex Pension
Mortality Table with no
age setback.
Interest
The Pension Benefit
Guaranty Corporation
interest rates which are
in effect as of the
first day of the plan
year in which the
distribution occurs and
which are used for the
purposes of determining
the present value of a
lump sum distribution on
plan termination.
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
(1) The "Applicable Mortality Table" means the mortality table prescribed
by the Secretary of the Treasury. Such table shall be based on the prevailing
commissioners' standard table (described in Code Section 807(d)(5)(A)) used to
determine reserves for group annuity contracts issued on the date as of which
present value is being determined (without regard to any other subparagraph of
Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of interest on
30-year Treasury securities determined as of the second calendar month (the
lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
For all other purposes than those noted above, actuarial equivalence shall be
determined by using the following assumptions:
Mortality
1984 Unisex Pension
Mortality Table with no
age setback.
Interest 7.5%
-2- Exhibit G/Schedule A
<Page>
EXHIBIT: H
ELIGIBLE CLASS:
(a) Employment at a participating division or location of
Amphenol Aerospace Operations on an hourly basis, including employment as an
hourly rated person on an incentive pay plan, within the scope of the collective
bargaining agreement between the Employer and the Participating Unit. Without
limitation, Amphenol Backplane Systems is not a participating division or
location.
NOTE:
THIS EXHIBIT CONSTITUTES (i) THE TEXT OF A PRIOR PLAN THAT WAS MERGED AND
CONSOLIDATED WITH THE PLAN EFFECTIVE DECEMBER 31, 1997, AND (ii) SUBSEQUENT
AMENDMENTS TO THE TERMS OF THE PRIOR PLAN. THIS DOCUMENT DOES NOT REFLECT
AMENDMENTS REQUIRED TO BE MADE PURSUANT TO GUST. ALL SUCH AMENDMENTS HAVE BEEN
MADE TO THE PLAN DOCUMENT, AND APPLY TO THIS EXHIBIT.
Exhibit H
<Page>
PENSION PLAN
FOR HOURLY EMPLOYEES
OF THE SIDNEY DIVISION,
AMPHENOL CORPORATION
Exhibit H
<Page>
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements................................................................ 1
1.2. Change in Classification of Employment.................................................. 1
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions................................................................ 1
2.2. Limitation of Contribution.............................................................. 1
2.3. Time of Payment......................................................................... 2
2.4. No Additional Liability................................................................. 2
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions.................................................................. 2
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefits.............................................................. 2
4.2. Normal Form of Retirement Benefit....................................................... 4
4.3. Early Retirement Benefit................................................................ 5
4.4. Late Retirement Benefit................................................................. 6
4.5. Disability Benefits..................................................................... 6
4.6. Death Benefits.......................................................................... 7
4.7. Benefits on Termination of Employment-Deferred Vested
Pension............................................................................ 8
4.8. Special Medicare Benefit................................................................ 9
4.9. In-Service Benefits..................................................................... 10
4.10. Restoration of Benefit.................................................................. 10
4.11. Non-Duplication of Benefits............................................................. 10
4.12. Minimum Benefit for Top Heavy Plan...................................................... 11
4.13. Transfers; Service with Affiliated Employers............................................ 12
4.14. Integrated Benefits..................................................................... 12
</Table>
-i- Exhibit H
<Page>
<Table>
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit................................................................ 13
5.2. Adjustments to Annual Benefit and Limitations......................................... 15
5.3. Annual Benefit Not in Excess of $10,000............................................... 16
5.4. Participation or Service Reductions................................................... 17
5.5. Multiple Plan Reduction............................................................... 17
5.6. Incorporation by Reference............................................................ 20
ARTICLE VI.
VESTING
6.1. Vesting Rights........................................................................ 20
6.2. Top-Heavy Vesting..................................................................... 21
6.3. Service Computation Period............................................................ 21
6.4. Service Credit........................................................................ 21
6.5. Vesting Break in Service.............................................................. 22
6.6. Vesting on Distribution Before Break in Service;
Cash-outs.......................................................................... 22
6.7. Amendment of Vesting Schedule......................................................... 22
6.8. Amendments Affecting Vested and/or Accrued Benefit.................................... 23
6.9. No Divestiture for Cause.............................................................. 23
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice................................................................................ 23
7.2. Waiver of Thirty (30) Day Notice Period............................................... 23
7.3. Automatic Form of Payment............................................................. 24
7.4. Optional Forms of Benefit............................................................. 24
7.5. Actuarial Equivalent Benefit.......................................................... 25
7.6. Distributions to Inactive Participants................................................ 25
7.7. Payment Without Participant Consent................................................... 25
7.8. Restrictions on Immediate Distributions............................................... 26
7.9. Limitation of Benefits on Plan Termination............................................ 26
7.10. Early Plan Termination Restrictions................................................... 28
7.11. Suspension of Benefits................................................................ 30
7.12. Restrictions on Commencement of Retirement Benefits................................... 32
7.13. Minimum Distribution Requirements..................................................... 32
7.14. TEFRA Election Transitional Rule...................................................... 35
7.15. Distribution of Death Benefit......................................................... 36
7.16. Date Distribution Deemed to Begin..................................................... 37
</Table>
-ii- Exhibit H
<Page>
<Table>
7.17. Distribution Pursuant to Qualified Domestic
Relations Orders................................................................... 38
7.18. Payment to a Person Under a Legal Disability.......................................... 38
7.19. Unclaimed Benefits Procedure.......................................................... 38
7.20. Direct Rollovers...................................................................... 38
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions........................................................... 39
8.2. Payment of Qualified Joint And Survivor Annuity....................................... 39
8.3. Payment of Qualified Pre-Retirement Survivor Annuity.................................. 39
8.4. Notice Requirements For Qualified Joint And
Survivor Annuity................................................................... 39
8.5. Notice Requirements For Qualified Pre-Retirement
Survivor Annuity................................................................... 40
8.6. Qualified Election.................................................................... 41
8.7. Election Period....................................................................... 41
8.8. Pre-age Thirty-five (35) Waiver....................................................... 42
8.9. Transitional Joint And Survivor Annuity Rules......................................... 42
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders................................................... 43
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers From Other Qualified Plans; Direct Rollovers................................ 45
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYERS
11.1. Transfer Out of Eligible Class........................................................ 45
11.2. Transfer From Salaried Employment..................................................... 46
11.3. Transfer From Hourly Employment....................................................... 46
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
12.1. Amendment of the Plan................................................................. 47
12.2. Termination........................................................................... 48
12.3. Merger or Consolidation of the Plan................................................... 51
</Table>
-iii- Exhibit H
<Page>
<Table>
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers........................................................... 52
13.2. Requirements of Participating Employers............................................... 52
13.3. Designation of Agent.................................................................. 52
13.4. Employee Transfers.................................................................... 52
13.5. Participating Employer's Contribution................................................. 53
13.6. Discontinuance of Participation....................................................... 53
13.7. Plan Administrator's Authority........................................................ 53
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee......................................... 53
14.2. Plan Administrator.................................................................... 54
14.3. Board of Administration............................................................... 54
14.4. Trust Agreement....................................................................... 56
14.5. Delegation of Powers.................................................................. 57
14.6. Appointment of Advisers............................................................... 57
14.7. Records and Reports................................................................... 57
14.8. Information From Employer............................................................. 57
14.9. Majority Actions...................................................................... 57
14.10. Expenses.............................................................................. 57
14.11. Discretionary Acts.................................................................... 57
14.12. Responsibility of Fiduciaries......................................................... 58
14.13. Indemnity by Employer................................................................. 58
14.14. Claims Procedure...................................................................... 58
ARTICLE XV.
GENERAL
15.1. Bonding............................................................................... 59
15.2. Action by the Employer................................................................ 59
15.3. Employment Rights..................................................................... 60
15.4. Alienation............................................................................ 60
15.5. Governing Law......................................................................... 60
15.6. Conformity to Applicable Law.......................................................... 60
15.7. Usage................................................................................. 61
15.8. Legal Action.......................................................................... 61
15.9. Exclusive Benefit..................................................................... 61
15.10. Prohibition Against Diversion of Funds................................................ 61
15.11. Return of Contribution................................................................ 61
</Table>
-iv- Exhibit H
<Page>
<Table>
15.12. Employer's Protective Clause.......................................................... 62
15.13. Insurer's Protective Clause........................................................... 62
15.14. Receipt and Release for Payments...................................................... 62
15.15. Headings.............................................................................. 62
ARTICLE XVI.
DEFINITIONS
16.1. Accrued Benefit....................................................................... 62
16.2. Actuarial Equivalent.................................................................. 63
16.3. Affiliated Employer................................................................... 63
16.4. Aggregation Group..................................................................... 63
16.5. Anniversary Date...................................................................... 64
16.6. Annual Benefit........................................................................ 64
16.7. Annuity............................................................................... 64
16.8. Annuity Starting Date................................................................. 64
16.9. Beneficiary........................................................................... 64
16.10. Board................................................................................. 64
16.11. Break in Service...................................................................... 64
16.12. Code ................................................................................. 65
16.13. Compensation.......................................................................... 65
16.14. Controlled Group...................................................................... 67
16.15. Determination Date.................................................................... 67
16.16. Direct Rollover....................................................................... 67
16.17. Disability............................................................................ 67
16.18. Distributee........................................................................... 67
16.19. Earliest Retirement Date.............................................................. 68
16.20. Early Retirement Age.................................................................. 68
16.21. Early Retirement Date................................................................. 68
16.22. Eligible Class........................................................................ 68
16.23. Eligible for an Unreduced Social Security Benefit..................................... 68
16.24. Eligible Retirement Plan.............................................................. 68
16.25. Eligible Rollover Distribution........................................................ 68
16.26. Employee.............................................................................. 69
16.27. Employer.............................................................................. 69
16.28. Employment Commencement Date.......................................................... 69
16.29. ERISA................................................................................. 69
16.30. Family Member......................................................................... 69
16.31. Fiscal Year........................................................................... 69
16.32. Forfeiture............................................................................ 69
16.33. Highly Compensated Employee........................................................... 70
16.34. Highly Compensated Participant........................................................ 71
16.35. Hour of Service....................................................................... 71
16.36. Inactive Participant.................................................................. 73
</Table>
-v- Exhibit H
<Page>
<Table>
16.37. Key Employee.......................................................................... 73
16.38. Late Retirement Date.................................................................. 74
16.39. Leased Employee....................................................................... 74
16.40. Limitation Year....................................................................... 75
16.41. Non-Highly Compensated Employee....................................................... 75
16.42. Non-Key Employee...................................................................... 75
16.43. Normal Form of Benefit................................................................ 75
16.44. Normal Retirement Age................................................................. 75
16.45. Normal Retirement Date................................................................ 75
16.46. Participant........................................................................... 75
16.47. Participating Employer................................................................ 75
16.48. Participating Unit.................................................................... 75
16.49. Period of Military Duty............................................................... 76
16.50. Period of Service..................................................................... 76
16.51. Plan ................................................................................. 76
16.52. Plan Administrator.................................................................... 76
16.53. Plan Year............................................................................. 76
16.54. Predecessor Employer.................................................................. 76
16.55. Present Value of Accrued Benefit...................................................... 76
16.56. Qualified Domestic Relations Order.................................................... 77
16.57. Qualified Joint and Survivor Annuity.................................................. 77
16.58. Qualified Pre-Retirement Survivor Annuity............................................. 77
16.59. Re-employment Commencement Date....................................................... 77
16.60. Re-entry Date......................................................................... 77
16.61. Regulation............................................................................ 77
16.62. Retirement............................................................................ 78
16.63. Social Security Retirement Age........................................................ 78
16.64. Spouse................................................................................ 78
16.65. Straight Life Annuity................................................................. 78
16.66. Super Top-Heavy Plan.................................................................. 78
16.67. Top-Heavy Group....................................................................... 78
16.68. Top-Heavy Plan........................................................................ 78
16.69. Top-Heavy Ratio....................................................................... 79
16.70. Top-Paid Group........................................................................ 80
16.71. Trust Agreement....................................................................... 81
16.72. Trust Fund............................................................................ 81
16.73. Trustee............................................................................... 81
16.74. Valuation Date........................................................................ 81
16.75. Year of Accrual Service............................................................... 81
16.76. Year of Eligibility Service........................................................... 83
16.77. Year of Service....................................................................... 84
16.78. Year of Vesting Service............................................................... 84
</Table>
-vi- Exhibit H
<Page>
PENSION PLAN
FOR HOURLY EMPLOYEES
OF THE SIDNEY DIVISION
AMPHENOL CORPORATION
BY RESOLUTION of its Board of Directors, on the _____ day of
________________, 19__, AMPHENOL CORPORATION, a Delaware corporation, has
approved and adopted a Defined Benefit Pension Plan for certain Employees,
effective as of the first day of January, 1989, which amends and restates the
PENSION PLAN FOR HOURLY EMPLOYEES OF THE SIDNEY DIVISION, AMPHENOL CORPORATION
under a restated agreement dated as of January 1, 1987 formerly named the ALLIED
CORPORATION PENSION PLAN FOR HOURLY EMPLOYEES (hereinafter referred to as the
"Predecessor Plan"). This amended and restated Plan provides as follows:
ARTICLE I.
ELIGIBILITY
1.1. Eligibility Requirements: Any Employee in the Eligible Class
employed on an hourly basis who comes within the scope of the collective
bargaining agreement between the Employer and the Participating Unit will become
a Participant as of the date he or she first performs an Hour of Service in the
Eligible Class.
1.2. Change in Classification of Employment: In the event a
Participant is no longer a member of the Eligible Class of Employees and becomes
ineligible to participate, such Employee will participate immediately upon
returning to the Eligible Class of Employees. In the event an Employee who is
not a member of the Eligible Class of Employees becomes a member of the Eligible
Class, such Employee will participate immediately upon becoming a member of the
Eligible Class.
ARTICLE II.
EMPLOYER CONTRIBUTIONS
2.1. Payment of Contributions: The Employer shall contribute to the
Plan from time to time such amounts as the Plan Administrator and the Employer
shall determine are necessary to provide Plan benefits. Such amounts shall be
determined under accepted actuarial methods and assumptions, and may be
contributed in cash or property.
2.2. Limitation on Contribution: Notwithstanding the foregoing, the
Employer's contribution for any Plan Year will not exceed the maximum amount
allowable as a deduction to the Employer under Code Section 404, except to the
extent necessary to satisfy the minimum funding standard required under Code
Section 412 or
-1- Exhibit H
<Page>
to correct an error, in which event, the Employer shall make a contribution to
the Plan even if it causes the limitation under Code Section 404 to be exceeded.
2.3. Time of Payment: The Employer will pay to the Trustee its
contribution to the Plan for each Plan Year, within the time prescribed by law,
including extensions of time, for the filing of the Employer's federal income
tax return for the Fiscal Year. In no event, however, will payment to the
Trustee be made after the expiration of the time limit prescribed for
satisfaction of the minimum funding requirements of Code Section 412.
2.4. No Additional Liability: The pension benefits to be provided
under the Plan shall be only such as can be provided by the assets of the Trust
Fund and, except as provided by law, there shall be no liability or obligation
on the part of the Employer to make any further contributions to the Plan in the
event of its termination. Except as otherwise required by ERISA or other
applicable law, no liability for the payment of benefits hereunder shall be
imposed upon the Employer, or the officers, directors or stockholders of the
Employers.
ARTICLE III.
EMPLOYEE CONTRIBUTIONS
3.1. Required Contributions: No contributions shall be required of
Participants as a condition to receiving benefits provided hereunder.
ARTICLE IV.
PLAN BENEFITS
4.1. Normal Retirement Benefit: A Participant who terminates
employment upon attaining Normal Retirement Age will be entitled to receive
normal retirement benefits in the amount of the Participant's Accrued Benefit.
If the Participant elects to continue working past his or her Normal Retirement
Age, he or she will continue as an active Participant and no distribution shall
be made to such Participant until his or her actual retirement date, unless a
minimum distribution is required by law.
(a) Accrued Benefit. The amount of the monthly retirement benefit
in the Normal Form to be provided for each Participant who retires on his Normal
Retirement Date shall be equal to such Participant's monthly Accrued Benefit as
of any date, subject to modifications set out below, equal to the product of (1)
and (2):
-2- Exhibit H
<Page>
(1) an amount equal to
(i) $26.50 for Participants terminating employment in the
Eligible Class on or after January 1, 2002;
(ii) $23.50 for Participants terminating employment in the
Eligible Class on or after January 1, 1999, but prior to January 1, 2002;
(iii) $20.50 for Participants terminating employment in the
Eligible Class on or after November 1, 1997 but prior to January 1, 1999;
(iv) $20.00 for Participants terminating employment in the
Eligible Class on or after November 1, 1996 but prior to November 1, 1997;
(v) $19.00 for Participants terminating employment in the
Eligible Class subsequent to October 31, 1993 but prior to November 1, 1996;
(vi) $18.50 for Participants terminating employment in the
Eligible Class subsequent to October 31, 1990 but prior to November 1, 1993;
(vii) $18.00 for Participants terminating employment in the
Eligible Class subsequent to November 4, 1989 but prior to November 1, 1990; or
(viii) $17.00 for Participants terminating employment in
the Eligible Class subsequent to October 31, 1987 but prior to November 5, 1989;
and
(2) such Participant's Years of Accrual Service.
The Accrued Benefit for a Participant terminating employment prior to
November 1, 1987 shall be calculated in accordance with the provisions of the
Plan in effect on the date of such Participant's termination of employment.
-3- Exhibit H
<Page>
(b) Reduction for Qualified Pre-Retirement Survivor Annuity
Coverage. If a Qualified pre-Retirement Survivor Annuity coverage has been in
effect for the Participant during any period on or after the date on which a
Participant and his Spouse may first waive the Pre-Retirement Qualified Survivor
Annuity, the amount of benefit determined above will be reduced by multiplying
the appropriate factor from the table below by the number of complete months
that such coverage was in effect until the Participant attained age 65, or with
respect to disability retirement benefits, by the number of complete months that
such coverage was in effect until the Participant commenced receipt of
Disability Benefits:
Reduction for Each Complete
Month while not in Eligible
Class
Reduction for Each (or while receiving
Complete Month while Disability Benefits in
in Eligible Class the Normal Form)
------------------------ --------------------------
.0002083 (.02083%) .00025 (.025%)
No reduction shall apply to the benefit payable at age 65 for any
period during which the Participant received Disability Benefits hereunder if
the Participant elected to receive such Disability Benefits in the form of Joint
and Survivor Annuity. Notwithstanding the preceding sentence, with respect to
all Participants with one or more Hours of Service on or after January 1, 1999,
the amount of benefit determined under (a) above shall not be reduced for
qualified pre-retirement survivor annuity coverage.
(c) Reduction for Early Retirement Benefits. In the event that a
Participant who shall have received Early Retirement Benefits on the basis of
his having attained age sixty (60) and completing five (5) years of Eligibility
Service shall be reemployed by the Employer and shall become eligible for a
Normal Retirement Benefit, the benefit determined above shall be reduced by 8/10
of 1% of the sum of the Early Retirement Benefits he shall have received to a
maximum of twenty-five percent (25%) of such monthly benefit.
(d) Payment of Normal Retirement Benefits. Normal retirement
benefits will be payable as of the Participant's Normal Retirement Date in
accordance with the Article herein entitled "Payment of Benefits". If the
Participant begins receiving benefits at any age other than Normal Retirement
Age, the Participant's benefit will be determined in accordance with the
appropriate Section of this Article.
-4- Exhibit H
<Page>
4.2. Normal Form of Retirement Benefit: The Normal Retirement Benefit
payable to a Participant pursuant to this Article shall be a monthly pension
commencing on the Participant's retirement date and continuing for life. The
actual form of distribution of such benefit, however, shall be determined by
reference to the Article herein entitled "Payment of Benefits".
4.3. Early Retirement Benefit: A Participant who has attained Early
Retirement Age and who terminates employment with the Employer on or after
December 1, 1989, will be entitled to receive any one of the following
retirement benefits after attaining Early Retirement Age as the Participant may
elect:
(a) a deferred Normal Retirement Benefit, commencing at the
Participant's Normal Retirement Date, determined in accordance with Section 4.1
above, based upon Years of Accrual Service at the time of the Participant's
Retirement,
(b) (1) an immediate early retirement benefit commencing at Early
Retirement Date in an amount equal to the deferred benefit provided for in (a)
above, reduced by a percentage equal to 5/9 of 1% for the first 60 months from
the Early Retirement Date to and including the month in which the Employee
attains age 62, plus 5/18 of 1% for each additional month in excess of sixty; or
(2) If the Employee retires prior to attaining age 62,
(i) an immediate benefit commencing at Early Retirement
Date and payable up to and including the month the employee attains age 62 equal
to the immediate early retirement benefit determined in accordance with (1)
above, plus $300.00 reduced by a percentage equal to 5/9 of 1% for the first 60
months from Early Retirement Date to and including the month in which the
Employee attains age 62, plus 5/18 of 1% for each addition such month in excess
of 60, or
(ii) an immediate benefit commencing at Early Retirement
Date and payable up to and including the month the employee attains age 62 equal
to the immediate early retirement benefit determined in accordance with (1)
above; plus commencing the month after the Employee attains age 58, $300.00
reduced by a percentage equal to 5/9 of 1% for the first 60 months from the
later of the Early Retirement Date or the date the Employee attains age 58 to
and including the month in which he attains age 62; and
(iii) following his attainment of age 62, a benefit equal
to the amount of the benefit determined in accordance with (1) hereof.
In the event that a Participant shall terminate employment prior
to attaining the Early Retirement Age, but having satisfied the service
requirement, the
-5- Exhibit H
<Page>
Participant shall be entitled to elect benefits upon satisfaction of the age
requirement under (b)(1) but may not elect (b)(2).
Early retirement benefits shall be payable to the Participant on
the first day of the first month after the Participant shall have become
eligible for such benefits, and shall have filed an application for such
benefits, and shall otherwise be payable in accordance with the Article herein
entitled "Payment of Benefits".
4.4. Late Retirement Benefit: In the event a Participant continues
employment beyond his Normal Retirement Date, no retirement benefit will be paid
to the Participant until he actually retires; subject, however, to any minimum
distributions required under Code Section 401(a)(9). A Participant's retirement
benefit on his Late Retirement Date shall be equal to the Participant's
retirement benefit calculated using the Participant's Years of Accrual Service
determined as of the Participant's actual retirement date.
The monthly retirement benefit calculated pursuant to this Section
shall be offset by the Actuarial Equivalent of the total required distributions
required under Code Section 401(a)(9) actually made prior to the Participant's
actual retirement date.
A Participant's retirement benefit payable in the Normal Form of
Benefit shall not be less than the greatest amount of benefit that would have
been provided for him had he retired on any earlier date on or after his Normal
Retirement Date.
Late retirement benefits will be paid as soon as practicable after the
Participant's Late Retirement Date in accordance with the Article herein
entitled "Payment of Benefits".
4.5. Disability Benefits:
If a Participant terminates employment as an active Employee as a
result of a Disability and files an application for benefits hereunder, said
Participant shall be entitled to disability retirement benefits if such
termination of employment occurs on or after the Participant shall have
completed five (5) Years of Eligibility Service.
The disability retirement benefit payable to a Participant who meets
the requirements above and has terminated employment as an active Employee
subsequent to October 31, 1987 shall equal:
(a) the monthly Accrued Benefit determined under the Section
captioned "Normal Retirement Benefit" as of the date of his termination of
employment, reduced, if applicable, for Qualified Pre-Retirement Survivor
Annuity coverage prior to commencement of disability retirement benefits, plus
-6- Exhibit H
<Page>
(b) an additional temporary benefit in an amount equal to the
amount set forth in clause (a) above but limiting the Years of Accrual Service
recognized thereunder to twenty-five (25); provided, however, that the
additional amount set forth in clause (b) above shall cease upon the earlier to
occur of the month in which the Participant attains Normal Retirement Age or
first becomes Eligible For An Unreduced Social Security Benefit.
Monthly disability retirement benefitS shall begin on the first day of
the month on or immediately after the latest of (i) the date the Participant
meets the requirements under this Section, (ii) the date of filing an
application for benefits hereunder and (iii) the passage of twenty-six (26)
weeks from the onset of the Participant's Disability. Such payments shall
continue through the first day of the month before the earliest of (i) the
Participant's Normal Retirement Date; (ii) the date of the Participant's death,
or if a Joint and Survivor Annuity form of payment shall have been elected, the
date of the Participant's Spouse's death, if later; and (iii) the day following
the date of cessation of Disability.
If the disability retirement benefit payments continue through the
first day of the month before the Participant's Normal Retirement Date,
retirement benefits shall be provided for the Participant on his Normal
Retirement Date under the provisions of Article IV as if the Participant were an
active Participant until his or her Normal Retirement Date. If, before the
Participant's Normal Retirement Date, he recovers and returns to active work for
the Employer within one month of his recovery, the disability retirement
benefits shall stop. If, before the Participant's Normal Retirement Date, he
recovers and does not return to active work for the Employer within one month of
his recovery, the payments shall stop and his Accrued Benefit shall be
redetermined as of the date he actually ceased to be an Employee in the Eligible
Class.
Disability retirement benefits will be paid as soon as practicable
after the Plan Administrator's receipt of certification of Disability and the
satisfaction of the other conditions to the receipt of Disability Benefits under
this Section 4.5, in accordance with the Article herein entitled "Payment of
Benefits".
4.6. Death Benefits:
The provisions of this section shall apply on or after August 23,
1984, to any Participant who is credited with at least one Hour of Service or
one hour of paid leave on or after August 23, 1984.
If a Participant dies before his Annuity Starting Date, death benefits
shall be determined under subsection (a) below. The distribution of death
benefits shall be subject to the Article herein entitled "Payment of Benefits".
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(a) Qualified Preretirement Survivor Annuity:
A Qualified Preretirement Survivor Annuity shall be payable as a
death benefit with respect to a Participant if the following requirements are
met:
(1) The Participant is survived by a Spouse,
(2) The Participant's vested percentage of Employer
contributions on the date of his death was greater than zero, and
(3) The Participant and his Spouse have not waived the
Qualified Preretirement Survivor Annuity. Any waiver of the Qualified
Preretirement Survivor Annuity must be made according to the Article herein
captioned "Joint and Survivor Annuity Requirements".
If the above requirements are met on the date the Participant
dies, a Qualified Preretirement Survivor Annuity shall be payable. The Spouse
may elect to start benefits on the first day of any month on or after the
earliest date retirement benefits could have been paid to the Participant if he
had ceased to be an Employee on the date of his death and survived to retire. If
the Spouse dies before the date the Qualified Preretirement Survivor Annuity
starts, no death benefit will be payable. Notwithstanding the foregoing, the
amount of the Qualified Preretirement Survivor Annuity payable to the spouse of
a Participant who shall have been receiving Disability Benefits hereunder prior
to his or her death and who shall have elected to receive such Disability
Benefits in the form of a Joint and Survivor Annuity shall be reduced (but not
below zero) by the amount of annuity benefits payable to the Spouse, if any,
pursuant to such Joint and Survivor Annuity election.
(b) Death Benefit After Actual Retirement Date but Before the
Annuity Starting Date:
(1) If a Participant dies on or after his actual Retirement
date and before his Annuity Starting Date, the provisions of subsection (a)
shall not apply. Instead, the death benefit shall be based on the Normal Form of
Benefit or a properly elected optional form of benefit. This death benefit is
the death benefit which would have been payable to the Participant's Beneficiary
or contingent annuitant if the Participant's retirement date had occurred on the
date he died. For purposes of this death benefit only, an election of an
optional form of benefit shall be a qualified election even if it is not made
within 90 days of the date retirement benefits would have begun if it meets all
of the other requirements for a qualified election.
(2) Any death benefit payable after a Participant's Annuity
Starting Date will be determined by the form of retirement benefit in effect on
a Participant's Annuity Starting Date.
-8- Exhibit H
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4.7. Benefits on Termination of Employment - Deferred Vested Pension:
A Participant who terminates employment prior to Normal Retirement Age, Early
Retirement Age, Disability or death will be entitled to receive benefits in the
amount of the Participant's vested Accrued Benefit. The Accrued Benefits as to a
Participant who has not acquired a vested and nonforfeitable interest in his or
her Accrued Benefit due to failure to complete the required Years of Vesting
Service as described in the Article herein entitled "Vesting" shall be subject
to Forfeiture. The amount of the monthly retirement benefit to be provided for
each Participant who becomes an inactive Participant prior to his Normal or
Early Retirement Date, date of Disability or death shall be determined as
follows:
(a) A deferred monthly retirement benefit in the Normal Form to
begin on his Normal Retirement Date. The deferred retirement benefit will be
equal to the product of (i) and (ii):
(i) The Participant's Accrued Benefit on the day before he or
she becomes an Inactive Participant;
(ii) The Participant's vesting percentage on the date he or
she ceased to be an Employee.
(b) A deferred monthly retirement benefit in the Normal Form of
Benefit to begin on his Early Retirement Date, in the event that all service
requirements have been satisfied. The deferred early retirement benefit shall be
equal to the product of (i) and (ii):
(i) the Participant's early retirement benefit set forth in
Section 4.3;
(ii) The Participant's vesting percentage on the date he or
she ceases to be an Employee.
The amount of payment under any form (other than the Normal Form of
Benefit) shall be determined as provided under the Article herein entitled
"Payment of Benefits".
4.8. Special Medicare Benefit: On or after November 1, 1983, any
Participant receiving normal retirement benefits pursuant to Section 4.1, early
retirement benefits pursuant to Section 4.3, late retirement benefits pursuant
to Section 4.4, or disability retirement benefits pursuant to Section 4.5
subsequent to Retirement, or a Participant's spouse receiving survivor benefits
hereunder who is (a) age sixty-five (65) or older, or (b) under age sixty-five
(65) and enrolled and participating in Voluntary Medicare Part B coverage under
the Federal Social Security Act, shall
-9- Exhibit H
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receive a monthly Special Medicare Benefit equal to $10.70 in addition to any
other benefit, but in no event shall such payment commence prior to the first
day of the first month following the earlier of (i) the month during which age
sixty-five (65) is attained, or (ii) receipt by the employer of proof of
enrollment for such voluntary Medicare Part B coverage from an eligible
individual under age sixty-five (65). Not more than one Special Medicare Benefit
shall be paid to any individual for any one month. No such payment shall be made
to any individual under age sixty-five (65) for any month such individual is not
enrolled for such voluntary Medicare Plan B coverage.
4.9. In-Service Benefits: No distribution will be made to a
Participant who remains in the employ of the Employer beyond Normal Retirement
Age, unless a minimum distribution is required by law.
4.10. Restoration of Benefit: If an Employee receives a distribution
of a Vested Accrued Benefit under the Plan and the Employee resumes employment
in the Eligible Class, he or she shall have the right to restore his or her
employer - provided Accrued Benefit to the extent forfeited upon the repayment
to the Plan of
(a) the amount of the distribution;
(b) interest on such distribution compounded annually at the rate
of five percent (5%) per annum from the date of distribution to the date of
repayment or to the last day of the first Plan Year ending on or after December
31, 1987, if earlier, and
(c) interest on the sum of (a) and (b) above compounded annually
at the rate of one hundred twenty percent (120%) of the federal mid-term rate
(as in effect under Code Section 1274 for the first month of a Plan Year) from
the beginning of the first Plan Year beginning after December 31, 1987 or the
date of distribution, whichever is later, to the date of repayment.
Such repayment must be made before the earlier of five (5) years
after the first date on which the Participant is subsequently reemployed by the
Employer, or the date the Participant incurs five (5) consecutive Breaks in
Service following the date of distribution. If an Employee is deemed to receive
a distribution, and the Employee resumes employment in the Eligible Class before
the date the Participant incurs five (5) consecutive Breaks in Service, upon the
reemployment of such Employee in the Eligible Class, the employer-provided
Accrued Benefit will be restored to the amount of such Accrued Benefit on the
date of the deemed distribution.
4.11. Non-Duplication of Benefits: If an Inactive Participant who is
no longer actively employed by the Employer again becomes actively employed by
the Employer in the Eligible Class, any such renewed participation shall not
result in duplication of benefits. Accordingly, if such Participant has received
or was deemed to
-10- Exhibit H
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have received a distribution of a vested Accrued Benefit under the Plan by
reason of prior participation (and such distribution has not been repaid to the
Plan with interest as described in the preceding paragraph within a period of
the earlier of five (5) years after the first date on which the Participant is
subsequently reemployed by the Employer or the close of the first period of five
(5) consecutive Breaks in Service commencing after the distribution), his
Accrued Benefit shall be reduced by the Accrued Benefit determined as of the
date of distribution.
4.12. Minimum Benefit for Top-Heavy Plan:
(a) The minimum Accrued Benefit derived from Employer
contributions to be provided under this Section for each Non-Key Employee who is
a Participant during a Plan Year in which the Plan is Top-Heavy Plan shall equal
the product of (1) said Participant's Compensation averaged over the five (5)
consecutive Limitation Years (or actual number of Limitation Years, if less)
which produce the highest average and (2) the lesser of (i) two percent (2%)
multiplied by Years of Service or (ii) twenty percent (20%).
(b) For purposes of providing the aforesaid minimum benefit under
Code Section 416, a Non-Key Employee who is not a Participant solely because (1)
his Compensation is below a stated amount or (2) he declined to make Required
Contributions (if required) to the Plan will be considered to be a Participant.
Furthermore, such minimum benefit shall be provided regardless of whether such
Non-Key Employee is employed on a specified date.
(c) For purposes of this Section, Years of Service for any Plan
Year beginning before January 1, 1984, or for any Plan Year during which the
Plan was not a Top-Heavy Plan shall be disregarded.
(d) For purposes of this Section, Compensation for any Limitation
Year ending in a Plan Year which began prior to January 1, 1984, subsequent to
the last Limitation Year during which the Plan is a Top-Heavy Plan, or in which
the Participant failed to complete a Year of Service, shall be disregarded.
(e) For the purposes of determining the top-heavy minimum benefit
under this Section, Compensation shall be limited to $200,000 (as adjusted in
such manner as permitted under Code Section 415(d)).
(f) If the Article herein entitled "Payment of Benefits" provides
for the Normal Retirement Benefit to be paid in form other than a single life
annuity, the Accrued Benefit under this Section shall be the Actuarial
Equivalent of the minimum Accrued Benefit under (a) above.
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(g) If payment of the minimum Accrued Benefit commences at a date
other than Normal Retirement Date, the minimum Accrued Benefit shall be the
Actuarial Equivalent of the minimum Accrued Benefit commencing at Normal
Retirement Date.
(h) If a Non-Key Employee participates in this Plan and a defined
contribution plan included in a Required Aggregation Group which is top-heavy,
the minimum benefits shall be provided under this Plan.
(i) For any Plan Year when (1) the Plan is a Top-Heavy Plan but
not a Super Top-Heavy Plan and (2) a Key Employee is a Participant in both this
Plan and a defined contribution plan included in a Required Aggregation Group
which is top-heavy, the extra minimum Accrued Benefit (required by the Article
herein entitled "Section 415 Limitation on Benefits" to provide the higher
limitations) shall be provided for each Non-Key Employee who is a Participant by
substituting three percent (3%) for two percent (2%) and thirty percent (30%)
for twenty percent (20%) in (a) above.
(j) In lieu of the above, if a Non-Key Employee participates in
this Plan and a defined contribution plan included in a Required Aggregation
Group which is top-heavy, a minimum allocation of five percent (5%) of
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan.
However, for any Plan Year when (1) the Plan is a Top-Heavy
Plan but not a Super Top-Heavy Plan and (2) a Key Employee is a Participant
in both this Plan and a defined contribution plan included in a Required
Aggregation Group which is top-heavy, seven and one-half percent (7 1/2%)
shall be substituted for five percent (5%) above.
(k) The preceding provisions of this Section 4.11 shall be
inapplicable to the extent not required of this Plan pursuant to Code Section
416(i)(4).
4.13. Transfers; Service with Affiliated Employers. The benefits
provided hereunder as to an Employee who transfers employment to or from an
Affiliated Employer shall be determined by reference to this Article and the
Article herein entitled "TRANSFERS, SERVICE WITH AFFILIATED EMPLOYERS".
4.14. Integrated Benefits.
(a) Notwithstanding any other provisions hereunder, in
determining the portion of the retirement benefit payable to any Participant, a
deduction shall be made unless waived by the Employer, equivalent to all or any
part of the
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following benefits payable to such Participant by reason of any law of the
United States, or any political subdivision thereof, which has been or shall be
enacted, provided that such deductions shall be to the extent that such benefits
have been provided by premiums, taxes, or other payments paid by or at the
expense of the Employer:
(i) Workers' Compensation (except fixed statutory payments
for the loss of any bodily member); provided however, such deductions shall not
be made from retirement benefits payable on or after February 1, 1963;
(ii) Disability benefits (other than those payable on the
basis of "need", because of military service, or under the Federal Social
Security Act).
(b) Notwithstanding any other provisions hereunder, in
determining the retirement benefit payable to any Participant on or after
January 31, 1963, no benefit shall be payable for any month for which the
Participant is receiving weekly accident or sickness benefits under any plan to
which the Employer shall have contributed; for any month for which such
Participant is receiving such accident or sickness benefits for part of the
month, a proportionate amount of the monthly retirement benefit otherwise
payable shall be paid for that part of the month for which such Participant
receives no such accident or sickness benefits.
ARTICLE V.
CODE SECTION 415 LIMITATIONS ON BENEFITS
5.1. Maximum Annual Benefit:
(a) Notwithstanding the foregoing and subject to the exceptions
below, the maximum Annual Benefit payable to a Participant under this Plan in
any Limitation Year shall equal the lesser of:
(1) $90,000, or
(2) one hundred percent (100%) of the Participant's
Compensation averaged over the three consecutive Limitation Years (or the actual
number of Limitation Years for Employees who have been employed for less than
three consecutive Limitation Years) during which the Employee had the greatest
aggregate Code Section 415 Compensation from the Employer.
(b) Notwithstanding anything in this Article to the contrary, the
maximum Annual Benefit for any Participant in a defined benefit plan in
existence on July 1, 1982, shall not be less than the "protected current accrued
benefit", payable annually, provided for under question T-3 of Internal Revenue
Notice 83-10.
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(c) Notwithstanding anything in this Article to the contrary, if
the Plan was in existence on May 6, 1986, and had compiled at all times with the
requirements of Code Section 415, the maximum Annual Benefit for any individual
who is a Participant as of the first day of the Limitation Year beginning after
December 31, 1986, shall not be less than the Current Accrued Benefit. "Current
Accrued Benefit" shall mean a Participant's Accrued Benefit under the Plan,
determined as if the Participant had separated from service as of the close of
the last Limitation Year beginning before January 1, 1987, when expressed as an
Annual Benefit within the meaning of Code Section 415(b)(2). In determining the
amount of a Participant's Current Accrued Benefit, the following shall be
disregarded: (1) any change in the terms and conditions of the Plan after may 5,
1986; and (2) any cost of living adjustment occurring after may 5, 1986.
(d) The dollar limitation under Code Section 415(b)(1)(A) stated
in paragraph (a)(1) above shall be adjusted annually as provided in Code Section
415(d) pursuant to the Regulations. The adjusted limitation is effective as of
January 1st of each calendar year and is applicable to Limitation Years ending
with or within that calendar year.
(e) The limitation stated in paragraph (a)(2) above for
Participants who have separated from service with a non-forfeitable right to an
Accrued Benefit shall be adjusted annually as provided in Code Section 415(d)
pursuant to the Regulations prescribed by the Secretary of the Treasury.
(f) For the purpose of this Article, all qualified defined
benefit plans (whether terminated or not) ever maintained by the Employer shall
be treated as one defined contribution plan, and all qualified defined
contribution plans (whether terminated or not) ever maintained by the employer
shall be treated as one defined contribution plan.
(g) For the purpose of this Article, if the Employer is a member
of a controlled group of corporations, trades or businesses under common control
(as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified
by Code Section 415(h)) or is a member of an affiliated service group (as
defined by Code Section 414(m)), all employees of such employers shall be
considered to be employed by a single employer.
(h) For the purpose of this Article, if this Plan is a Code
Section 413(c) plan, all employers of a Participant who maintain this Plan will
be considered to be a single employer.
5.2. Adjustments to Annual Benefit and Limitations:
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(a) If the Annual Benefit begins before the Participant's Social
Security Retirement Age under the Social Security Act, then the $90,000
limitation shall be reduced in such manner as the Secretary of the Treasury
shall prescribe which is consistent with the reduction of old-age insurance
benefits commencing before the Social Security Retirement Age under the Social
Security Act.
(b) Notwithstanding the aforesaid, for Limitation Years beginning
prior to January 1, 1987, the $90,000 limit shall not be reduced if the annual
benefit begins on or after age 62. If the Annual Benefit begins before age 62,
the $90,000 limitation shall be reduced by each month benefits commence before
the Participant attains age 62 so that it is the Actuarial Equivalent of the
$90,000 limitation beginning at age 62. However, the $90,000 limitation shall
not be actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
55, or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age 55 if the Annual Benefit commences prior to age 55.
For purposes of adjusting the $90,000 limitation applicable
prior to age 62 or the $75,000 limitation applicable prior to age 55, the
adjustment shall be made pursuant to the general principles set forth in this
Plan for determining Actuarial Equivalence except that the interest rate
assumption shall be the greater of five percent (5%) or the rate specified in
Schedule A and the mortality decrement shall be ignored to the extent that a
Forfeiture does not occur at death.
(c) If the Annual Benefit begins after the Participant's Social
Security Retirement Age or for Plan Years beginning prior to January 1, 1987,
age 65, the $90,000 limitation shall be increased so that it is the Actuarial
Equivalent of the $90,000 limitation at the Participant's Social Security
Retirement Age (or for Plan Years beginning prior to January 1, 1987, age 65).
(d) If the Annual Benefit begins before age 62, then the $90,000
limitation shall be reduced so that it is the Actuarial Equivalent of the
$90,000 limitation beginning at age 62. However, the $90,000 shall not be
actuarially reduced to less than:
(1) $75,000 if the Annual Benefit commences on or after age
55, or
(2) the amount which is the Actuarial Equivalent of the
$75,000 limitation at age 55 if the Annual Benefit commences prior to age 55.
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For purposes of adjusting the $90,000 limitation applicable
prior to age 62 or the $75,000 limitation applicable prior to age 55, the
adjustment shall be made pursuant to the general principles used herein for
determining the Actuarial Equivalent except that the interest rate assumption
shall be the greater of five percent (5%) or the rate specified in Schedule A
and the mortality decrement shall be ignored to the extent that a Forfeiture
does not occur at death.
(e) For purposes of adjusting the Annual Benefit to a Straight
Life Annuity, the adjustment shall be made pursuant to Section 2.2 except that
the interest rate assumption shall be the greater of five percent (5%) or the
rate specified in Schedule A.
(f) For purposes of adjusting the $90,000 limitation applicable
after age 65, the adjustment shall be made the Actuarial Equivalent except that
the interest rate assumption shall be the lesser of five percent (5%) or the
rate specified in Schedule A and the mortality decrement shall be ignored to the
extent that a Forfeiture does not occur at death.
(g) For purposes of adjusting the $90,000 limitation applicable
after the Participant's Social Security Retirement Age (or for Plan Years
beginning prior to January 1, 1987, age 65) the adjustment shall be made for the
Actuarial Equivalent except that the interest rate assumption shall be the
lesser of five percent (5%) or the rate specified in Schedule A and the
mortality decrement shall be ignored to the extent that a Forfeiture does not
occur at death.
(h) For purposes of the aforesaid adjustments, no adjustments
under Code Section 415(d) shall be taken into account before the Limitation Year
for which such adjustment first takes effect.
(i) For purposes of this Section, no adjustment is required for
Qualified Joint and Survivor Annuity benefits, Qualified Pre-Retirement Survivor
Annuity benefits and post-retirement medical benefits.
5.3. Annual Benefit Not in Excess of $10,000: This Plan may pay an
Annual Benefit to any Participant in excess of his maximum Annual Benefit if the
Annual Benefit derived from Employer contributions under this Plan and all other
defined benefit plans maintained by the Employer does not in the aggregate
exceed $10,000 for the Limitation Year or for any prior Limitation Year and the
Employer has not at any time maintained a defined contribution plan in which the
Participant participated. For purposes of this paragraph, if this Plan provides
for voluntary or mandatory Employee contributions, such contribution will not be
considered a separate defined contribution plan maintained by the Employer.
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5.4. Participation or Service Reductions: If a Participant has less
than ten (10) years of participation in the Plan at the time he begins to
receive benefits under the Plan, the limitations in Sections 5.1(a)(1) sand 5.2
shall be reduced by multiplying such limitations by a fraction (a) the numerator
of which is the number of years of participation (or part thereof) in the Plan,
and (b) the denominator of which is ten (10); provided, however, that said
fraction shall in no event be less than 1/10th. The limitations of Sections
5.1(a)(2) and 5.3 shall be reduced in the same manner except the preceding
sentence shall be applied with respect to Years of Service with the Employer
rather than years of participation in the Plan. Additionally, to the extent
provided in Regulations, for years beginning after December 31, 1986, the above
described reductions to the limitations in Sections 5.1(a)(1) (except for
purposes of Section 5.5(c)(2)) and 5.2 shall be applied separately with respect
to each change in the benefit structure of the Plan adopted before August 3,
1992.
5.5. Multiple Plan Reduction:
(a) Subject to the exception in Section 5.5(f) below, if a
Participant is (or has been) a participant in one or more defined benefit plans
and one or more defined contribution plans maintained by the Employer, the sum
of the defined benefit plan fraction and the defined contribution plan fraction
for any Limitation Year may not exceed 1.0.
(b)(1) The defined benefits plan fraction is a fraction, the
numerator of which is the sum of the Participant's projected annual benefits
under all defined benefit plans (whether terminated or not) maintained by the
Employer, and the denominator of which is the lesser of one hundred twenty-five
percent (125%) of the dollar limitation determined for the Limitation Year under
Code Sections 415(b) and (d) or one hundred forty percent (140%) of the highest
average compensation, including any adjustments under Code Section 415(b).
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after December 31,
1986, in one ore more defined benefit plans maintained by the Employer which
were in existence on May 6, 1986, the denominator of this fraction will not be
less than one hundred twenty-five percent (125%) of the sum of the annual
benefits under such plans which the Participant had accrued as of the close of
the last Limitation Year beginning before January 1, 1987, disregarding any
changes in the terms and conditions of such plans after May 5, 1986. The
preceding sentence applies only if the defined benefit plans individually and in
the aggregate satisfied the requirements of Code Section 415 for all Limitation
Years beginning before January 1, 1987.
(2) For purposes of applying the limitations of Code Section
415, the "projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the Plan determined pursuant to Regulation
1.415-7(b)(3).
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(3) For purposes of applying the limitations of Code Section
415, "protected current accrued benefit" for any Participant in a defined
benefit plan in existence on July 1, 1982 will be the accrued benefit, payable
annually, provided for under question T-3 of Internal Revenue Service Notice
83-10.
(c)(i) The defined contribution plan fraction is a fraction, the
numerator of which is the sum of the annual additions to the Participant's
account under all the defined contribution plans (whether or not terminated)
maintained by the Employer for the current and all prior Limitation Years
(including the annual additions attributable to the Participant's nondeductible
Employee contributions to all defined benefit plans (whether or not terminated)
maintained by the Employer; and the annual additions attributable to all welfare
benefit funds, as defined in Code Section 419(e) or individual medical accounts,
as defined in Code Section 415(1)(2), maintained by the Employer, and the
denominator of which is the sum of the "maximum aggregate amounts" for the
current and all prior Limitation Years of service with the Employer (regardless
of whether a defined contribution plan was maintained by the Employer). The
"maximum aggregate amount" in any Limitation Year is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation determined under Code
Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A) or thirty-five
percent (35%) of the Participant's Section 415 Compensation for such Limitation
Year.
If the Employer was a participant as of the end of the first day of
the first Limitation Year beginning after December 31, 1986, in one or more
defined contributions plans maintained by the Employer which were in existence
on May 6, 1986, the numerator of this fraction will be adjusted if the sum of
this fraction and the defined benefit fraction would otherwise exceed 1.0 under
the terms of this Plan. Under the adjustment, an amount equal to
(i) the excess of the sum of the fraction over 1.0, multiplied by
(ii) the denominator of this fraction
will be permanently subtracted from the numerator of this fraction. The
adjustment is calculated using the fractions as they would be computed as of the
end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of such plans made after
May 5, 1986, but using the Section 415 limitation applicable to the first
Limitation Year beginning on or after January 1, 1987.
The annual addition for any Limitation Year beginning before January
1, 1987, will not be recomputed to treat all Employee contributions as annual
additions.
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(2) Notwithstanding the foregoing, the numerator of the
defined contribution plan fraction will be adjusted pursuant to Regulation
1.415-7(d)(1) and questions T-6 and T-7 of Internal Revenue Service Notice
83-10.
(3) For defined contribution plans in effect on or before
June 1, 1982, the Plan Administrator may elect, for any Limitation Year ending
after December 31, 1982, that the amount taken into account in the denominator
for every Participant for all Limitation Years ending before January 1, 1983
will be an amount equal to (A) the denominator for the Limitation Year ending in
1982 determined under the law in effect for the Limitation Year ending in 1982,
multiplied by (B) the "transition fraction."
(4) For purposes of the preceding paragraph, the term
"transition fraction" will mean a fraction (A) the number of which is the lesser
of (i) $51,875 or (ii) 1.4 multiplied by twenty-five percent (25%) of the
Participant's 415 Compensation for the Limitation Year ending in 1981, and (B)
the denominator of which is the lesser of (i) $41,500 or (ii) twenty-five
percent (25%) of the Participant's 415 Compensation for the Limitation Year
ending in 1981.
(5) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, $41,500 will be substituted for $51,875 in
determining the "transition fraction" unless the extra minimum allocation is
being provided under the Plan pursuant to Code Section 416(h)(2). However, for
any Limitation Year in which this Plan is a Super Top-Heavy Plan, $41,500 will
be substituted for $51,875 in any event.
(d) Notwithstanding the foregoing, for any Limitation Year in
which the Plan is a Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in paragraphs (b)(1)
and (c)(1) unless the extra minimum allocation is being provided hereunder
pursuant to Code Section 416(h)(2). However, for any Limitation Year in which
the Plan is a Super Top-Heavy Plan, "One Hundred Percent (100%)" will be
substituted for "One Hundred Twenty-five Percent (125%)" in any event.
(e) If the sum of the defined benefit plan fraction and the
defined contribution plan fraction will exceed 1.0 in any Limitation Year for
any Participation, the Plan Administrator will adjust the numerator of the
defined benefit plan fraction so that the sum of both fractions will not exceed
1.0 in any Limitation Year for such Participant.
(f) If (1) the substitution of One Hundred Percent (100%) for One
Hundred Twenty-five Percent (125%) and $41,5000 for $51,875 above, or (2) the
excess benefit accruals or annual additions provided for in Internal Revenue
Service Notice 82-19 cause the 1.0 limitation to be exceeded for any Participant
in any
-19- Exhibit H
<Page>
Limitation Year, such Participant will be subject to the following restrictions
for each future Limitation Year until the 1.0 limitation is satisfied:
(i) the Participant's Accrued Benefit under the defined
benefit plan will not increase,
(ii) no annual additions may be credited to a Participant's
accounts, and
(iii) no Employee contributions (voluntary or mandatory)
will be made under any defined benefit plan or any defined contribution plan of
the Employer.
5.6. Incorporation By Reference: Notwithstanding anything contained in
this Section to the contrary, the limitations, adjustments and other
requirements prescribed in this Section will at all times comply with the
provisions of Code Section 415 and the Regulations thereunder, the terms of
which are specifically incorporated herein by reference.
ARTICLE VI.
VESTING
6.1. Vesting Rights: A Participant will acquire a vested and
nonforfeitable interest in his or her Accrued Benefit attributable to Employer
contributions in accordance with the following schedule, based upon Years of
Vesting Service with the Employer, provided that if a Participant is not already
fully vested, he or she will become so upon attaining Normal Retirement Age or
Early Retirement Age, or on termination of the Plan:
VESTING SCHEDULE
(for Employees credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 5 0%
5 or more 100%
</Table>
VESTING SCHEDULE
(for Employees not credited with at least one (1)
Hour of Service on or after the first day of the Plan Year
commencing on or after January 1, 1989)
-20- Exhibit H
<Page>
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 10 0%
10 or more 100%
</Table>
6.2. Top-Heavy Vesting: Notwithstanding the vesting provided for
above, for any Top-Heavy Plan Year, the vested portion of the Accrued Benefit of
any Participant who has one (1) Hour of Service after the Plan becomes a
Top-Heavy Plan will be a percentage of the Participant's Accrued Benefit
determined on the basis of the Participant's number of Years of Vesting Service
according to the following schedule:
TOP-HEAVY
VESTING SCHEDULE
<Table>
<Caption>
YEARS OF VESTING SERVICE PERCENTAGE
------------------------ ----------
less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 100%
</Table>
If in any subsequent Plan Year, the Plan ceases to be a Top-Heavy
Plan, the Administrator will revert to the vesting schedule in effect before
this Plan becomes a Top-Heavy Plan. Any such reversion will be treated as a Plan
amendment. The vesting percentage determined above applies to all of the
Participant's Accrued Benefit resulting from Employer contributions, including
contributions the Employer makes before the TEFRA compliance date or when the
Plan is not a Top-Heavy Plan.
6.3. Service Computation Period:
For vesting purposes, Years of Vesting Service and Breaks in
Service will be measured by reference to the Plan Year.
6.4. Service Credit: All Years of Vesting Service with the Employer
are counted to determine the nonforfeitable vested percentage in such Employee's
Employer-provided Accrued Benefit.
6.5. Vesting Break in Service: If any Participant is re-employed after
a Break in Service, Years of Vesting Service prior to the Break in Service will
be counted toward vesting subject to the following:
A Participant's pre-break service will count in vesting the post-break
Employer-provided Accrued Benefit only if either:
-21- Exhibit H
<Page>
(a) such Participant has a nonforfeitable interest in the Accrued
Benefit attributable to Employer contributions at the time of separation from
service; or
(b) upon the Participant's return to service, the Participant
completes one (1) Year of Vesting Service.
6.6. Vesting on Distribution Before Break in Service; Cash-outs: If a
Participant terminates employment and the value of the Participant's vested
Accrued Benefit derived from Employer contributions is not greater than $3,500,
the Participant will receive a distribution of the value of the entire vested
portion of such Accrued Benefit and the nonvested portion will be treated as a
Forfeiture. For purposes of this Article, if the present value of an Employee's
vested Accrued Benefit is zero, the Employee shall be deemed to have received a
distribution of such vested Accrued Benefit.
6.7. Amendment of Vesting Schedule: If the Plan's vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects
the computation of the Participant's nonforfeitable percentage or if the Plan is
deemed amended by an automatic change to or from a top-heavy vesting schedule,
each Participant with at least three (3) Years of Service with the Employer may
elect, within a reasonable period after the adoption of the amendment or change,
to have the nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have a least one (1) Hour
of Service in any Plan Year beginning after December 31, 1988, the preceding
sentence will be applied by the substitution of "5 Years of Service" for "3
Years of Service" where such language appears.
The period during which the election may be made will commence with
the date the amendment is adopted or deemed to be made and will end on the
latest of:
(a) sixty (60) days after the amendment is adopted;
(b) sixty (60) days after the amendment becomes effective; or
(c) sixty (60) days after the Participant is issued written
notice of the amendment by the Employer or Plan Administrator.
Notwithstanding the foregoing, no such change in the Plan's vesting
schedule or computation of a Participant's nonforfeitable percentage shall apply
to a Participant unless such Participant is credited with an Hour of Service on
or after the date of the change.
6.8. Amendments Affecting Vested and/or Accrued Benefit: No
-22- Exhibit H
<Page>
amendment to the Plan will be effective to the extent that it has the effect of
decreasing a Participant's Accrued Benefit. Notwithstanding the preceding
sentence, a Participant's Accrued Benefit may be reduced to the extent permitted
under Section 412(c)(8) of the Code. For purposes of this Section, a Plan
amendment which has the effect of decreasing a Participant's Accrued Benefit or
eliminating an optional form of benefit, with respect to benefits attributable
to service before the amendment will be treated as reducing an Accrued Benefit.
Furthermore, if the vesting schedule of a Plan is amended, in the case of an
Employee who is a Participant as of the later of the date such amendment is
adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's right to his or her
Employer-provided Accrued Benefit will not be less than the percentage computed
under the Plan without regard to such amendment.
6.9. No Divestiture for Cause: Amounts vested pursuant to this Section
shall not be subject to divestiture for cause.
ARTICLE VII.
PAYMENT OF BENEFITS
7.1. Notice: The Plan Administrator shall provide the Participant with
a notice of rights of payment no less than thirty (30) and no more than ninety
(90) days before the Participant's Annuity Starting Date. Such notice shall be
in writing and shall set forth the following information:
(a) an explanation of the eligibility requirements for, the
material features of, and the relative values of the alternate forms of benefits
available hereunder; and
(b) the Participant's right to defer receipt of a Plan
distribution.
Such notice shall be given to the Participant in person or
shall be mailed to the Participant's current address as reflected in the
Employer's records.
7.2. Waiver of Thirty (30) Day Notice Period: Notwithstanding the
provisions of Section 7.1 above, if a distribution is one to which Code Sections
401(a)(ii) and 417 do not apply, such distribution may commence less than thirty
(30) days after the notice required under Regulation Section 1.411(a)-11(c) is
given, provided that:
(a) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
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<Page>
(b) the Participant, after receiving the notice, affirmatively
elects the distribution.
7.3. Automatic Form Of Payment:
The automatic form of retirement benefit payment hereunder for a
Participant who does not die prior to his Annuity Starting Date will be a
Qualified Joint and Survivor Annuity for a Participant who is married or a
Straight Life Annuity for a Participant who is unmarried.
The automatic form of Disability Benefit for a Participant who becomes
disabled prior to his Normal Retirement Date shall be a Straight Life Annuity.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1 above. The amount of
the monthly benefit payable in the form of a Qualified Joint and Survivor
Annuity shall be the Actuarial Equivalent of the amount which would have been
payable under a Straight Life Annuity determined by reference to Schedule A
hereof.
7.4. Optional Forms of Benefit:
(a) The Participant, or if the Participant is married, the
Participant with the consent of the Participant's Spouse, may elect not to
receive his or her vested Accrued Benefit in the automatic form of payment
described above and may direct the Trustees to distribute the Participant's
vested Accrued Benefit in one or more of the following modes of payment:
(1) Straight Life Annuity;
(2) Fifty percent (50%) Joint and Survivor Annuity
(3) Sixty Six and two-thirds percent (66 2/3%) Joint and
Survivor Annuity; or
(4) One Hundred percent (100%) Joint and Survivor Annuity.
The amount of the monthly benefit payable under a Straight Life
Annuity shall be that determined pursuant to Section 4.1 above. The amount of
the monthly benefit payable under the other options shall be the Actuarial
Equivalent of the amount which would have been payable under a Straight Life
Annuity determined by reference to Schedule A hereof.
-24- Exhibit H
<Page>
(b) Any election to receive Accrued Benefits, other than
Disability Benefits, prior to the earlier of Normal Retirement Age or age
sixty-two (62) or in a form other than the Automatic Form of Benefit will be
subject to the notice and consent requirements of the Article herein entitled
"Joint and Survivor Annuity Requirements".
(c) The terms of any annuity contract purchased and distributed
to a Participant shall comply with the requirements of the Plan. Any annuity
contract distributed herefrom shall be nontransferable.
7.5. Actuarial Equivalent Benefit:
Except to the extent a Participant's benefits are suspended in
accordance with the rules set forth in the Section below captioned "Suspension
of Benefits", or as otherwise specifically set forth herein, the amount of any
form of benefit under the terms of this Plan will be the Actuarial Equivalent of
the Participant's Accrued Benefit in the Normal Form commencing at Normal
Retirement Age.
7.6. Distributions to Inactive Participants:
Distribution of benefits due to an Inactive Participant shall be
made upon the occurrence of an event which would result in the distribution had
the Participant remained in the employ of the Employer (upon the Participant's
death, Disability, Early or Normal Retirement).
7.7. Payment Without Participant Consent:
(a) In the event that the Participant has terminated employment
and the Participant (and the Participant's Spouse, if applicable) neither
consents to receive a Plan distribution nor elects to defer receipt of a Plan
distribution, the Participant's Accrued Benefit shall be distributed in the
Automatic Form as soon as practicable thereafter, but in no event before the
date the Participant attains Normal Retirement Age, if such vested Accrued
Benefit exceeds $3,500.
(b) Notwithstanding the foregoing, the Plan Administrator may,
upon the Participant's termination of employment, distribute an annuity contract
to the Participant which provides that payments thereunder shall not commence
until a later date if such annuity contract satisfies the requirements of
Sections 401(a)(ii) and 417 of the Code.
7.8. Restrictions on Immediate Distributions:
(a) An Accrued Benefit is immediately distributable if any
-25- Exhibit H
<Page>
part of the Accrued Benefit could be distributed to the Participant (or
surviving Spouse) before the Participant attains (or would have attained whether
or not deceased) the later of the Normal Retirement Age or age sixty-two (62).
(b) If the present value of a participant's vested Accrued
Benefit derived from Employer and Employee contributions exceeds (or at the time
of any prior distribution exceeded) $3,500, and the Accrued Benefit is
immediately distributable, the Participant and his or her Spouse (or where
either the Participant or the Spouse has died, the survivor) must consent to any
distribution of such Accrued Benefit. The consent of the Participant and the
Spouse shall be obtained in writing within the 90-day period ending on the
Annuity Starting Date. The Plan Administrator shall notify the Participant and
the Participant's Spouse of the right to defer any distribution until the
Participant's Accrued Benefit is no longer immediately distributable. Such
notification shall include a general description of the material features, and
an explanation of the relative values of, the optional forms of benefit
available under the Plan in a manner that would satisfy the notice requirements
of Code Section 417(a)(3), and shall be provided no less than 30 days and no
more than 90 days prior to the Annuity Starting Date.
(c) Notwithstanding the foregoing, only the Participant need
consent to the commencement of a distribution in the form of a Qualified Joint
and Survivor Annuity while the Accrued Benefit is immediately distributable.
Neither the consent of the Participant nor the Participant's Spouse shall be
required to the extent that a distribution is required to satisfy Code Section
401(a)(9) or Code Section 415.
7.9. Limitation of Benefits on Plan Termination: The restrictions of
paragraphs (a) and (b) below are included solely to meet the requirements of
Proposed Treasury Regulation Section 1.401(a)4-5(c). If the provisions of
paragraphs (a) and (b) below are no longer necessary to qualify the Plan under
said Proposed Regulation or the Code, said paragraphs (a) and (b) shall be
ineffective without the necessity of further amendment.
(a) In the event that the Plan is terminated, the benefit of each
Highly Compensated Participant and each former Highly Compensated Employee shall
be limited to a benefit which is nondiscriminatory within the meaning of Code
Section 401(a)(4) and the Regulations thereunder.
(b) For Plan Years beginning on or after January 1, 1993, the
monthly payments made from the Plan to Highly Compensated Employees and to
former Highly Compensated Employees who are among the twenty-five most highly
paid Employees with the greatest Compensation in the current or any prior year,
shall be limited to an amount equal to the monthly payments that would be made
on behalf of the Employee under a Straight Life Annuity that is the Actuarial
Equivalent of the sum of the Employee's Accrued Benefit, the Employee's other
benefits under the Plan (other
-26- Exhibit H
<Page>
than a social security supplement, within the meaning of Section
1.411(a)-7(c)(4)(ii) of the Regulations), and the amount the Employee is
entitled to receive under a social security supplement.
The restrictions of this paragraph (b) shall not apply, however,
if
(1) after payment of benefits to an Employee described above,
the value of Plan assets equals or exceeds one hundred ten percent (110%) of the
value of current liabilities, as defined in Code Section 412(d)(7),
(2) the value of benefits provided under the Plan for an
Employee described above is less than one percent (1%) of the value of current
liabilities before distribution, or
(3) the value of the benefits payable under the Plan to any
Employee described above does not exceed $3,500.
(c) For purposes of this Section, the term "benefit" shall
include loans in excess of the amounts set forth in Code Section 72(p)(2)(A),
any periodic income, any withdrawal values payable to a living Employee and any
death benefits not provided for by insurance on the Employee's life.
An Employee's otherwise restricted benefit may be distributed in full
to the affected Employee if prior to receipt of the restricted amount the
Employee enters into a written agreement with the Plan Administrator to secure
repayment to the Plan of the restricted amount. The restricted amount is the
excess of the amounts distributed to the Employee (accumulated with reasonable
interest) over the amounts that could have been distributed to the Employee
under the Straight Life Annuity described in Section 4.1 of the Plan
(accumulated with reasonable interest). The Employee may secure repayment of the
restricted amount upon distribution by: (1) entering into an agreement for
promptly depositing in escrow with an acceptable depositary property having a
fair market value equal to at least 125 percent of the restricted amount, (2)
providing a bank letter of credit in an amount equal to at least one hundred
percent (100%) of the restricted amount, or (3) posting a bond equal to at least
100 percent of the restricted amount. If the Employee elects to post bond, the
bond will be furnished by an insurance company, bonding company or other surety
for federal bonds.
The escrow arrangement may provide that an Employee may withdraw
amounts in excess of one hundred twenty-five percent (125%) of the restricted
amount. If the market value of the property in an escrow account falls below one
hundred ten percent (110%) of the remaining restricted amount, the Employee must
deposit additional property to bring the value of the property held by the
depositary up to one hundred twenty-five percent (125%) of the restricted
amount. The escrow arrangement may provide that Employee may have the right to
receive any income from the property
-27- Exhibit H
<Page>
placed in escrow, subject to the Employee's obligation to deposit additional
property, as set forth in the preceding sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of one hundred percent (100%) of the restricted amount.
If the Plan Administrator certifies to the depositary, surety or bank
that the Employee (or the Employee's estate) is no longer obligated to repay any
restricted amount, a depositary may redeliver to the Employee any property held
under an escrow agreement, and a surety or bank may release any liability on an
Employee's bond or letter of credit.
7.10. Early Plan Termination Restrictions: Notwithstanding any
provision in this Plan to the contrary, prior to the Plan Year beginning on
January 1, 1993, and during the first ten (10) years after the effective date
hereof, and if full current costs had not been met at the end of the first ten
(10) years, until said full current costs are met, the benefits provided by the
Employer's contributions for the Participants whose anticipated annual
retirement benefit at Normal Retirement Date exceeds $1,500 and who at the
effective date of the Plan were among the twenty-five (25) highest paid
Employees of the Employer will be subject to the conditions set forth in the
following provisions:
(a) The benefit payable to a participant described in this
Section or his Beneficiary shall not exceed the greater of the following:
(1) those benefits purchasable by the greater of (i) $20,000,
or (ii) an amount equal to 20% of the first $50,000 of the Participant's annual
Compensation multiplied by the number of years from the effective date of the
Plan to the earlier of (A) the date of termination of the Plan, or (B) the date
the benefit of the Participant becomes payable or (C) the date of a failure on
the part of the Employer to meet the full current costs of the Plan; or
(2) if a Participant is a "substantial owner" (as defined in
ERISA Section 4022(b)(5)(A)), the present value of the benefit guaranteed for
"substantial owners" under ERISA Section 4022, or
(3) if the Participant is not a "substantial owner", the
present value of the maximum benefit provided in ERISA Section 4022(b)(3)(B),
determined on the date the Plan terminates or on the date benefits commence,
whichever is earlier and in accordance with regulations of the Pension Benefit
Guaranty Corporation.
(b) If the Plan is terminated or the full current costs thereof
have not been met at any time within ten (10) years after the effective date,
the benefits
-28- Exhibit H
<Page>
which any of the Participants described in this Section may receive from the
Employer's contribution shall not exceed the benefits set forth in paragraph (a)
above. If at the end of the first ten (10) years the full current costs are not
met, the restrictions will continue to apply until the full current costs are
funded for the first time.
(c) If a Participant described in this Section leaves the employ
of the Employer or withdraws from participation in the Plan when the full
current costs have been met, the benefits which he may receive from the Employer
contributions shall not at any time within the first ten (10) years after the
effective date exceed the benefits set forth in paragraph (a) above, except as
provided in paragraph (i) below.
(d) These conditions shall not restrict the full payment of any
survivor's benefits on behalf of a Participant who dies while in the Plan and
the full current costs have been met.
(e) These conditions shall not restrict the current payment of
full retirement benefits called for by the Plan for any retired Participant
while the Plan is in full effect and its full current costs have been met,
provided an agreement, adequately secured, guarantees the repayment of any part
of the distribution that is or may become restricted.
(f) If the benefits of, or with respect to, any participant shall
have been suspended or limited in accordance with the limitations of paragraphs
(a), (b) and (c) above because the full current costs of the Plan shall not then
have been met, and if such full current costs shall thereafter be met, then the
full amount of the benefits payable to such Participant shall be resumed and the
parts of such benefits which have been suspended shall then be paid in full.
(g) Notwithstanding anything in paragraphs (a), (b) and (c)
above, if on the termination of the Plan within the first ten (10) years after
the effective date, the funds, contracts, or other property under the Plan are
more than sufficient to provide Accrued Benefits for Participants and their
Beneficiaries including full benefits for all Participants other than such of
the twenty-five (25) highest paid Employees as are still in the service of the
Employer and also including Accrued Benefits as limited by this Section for such
twenty-five (25) highest paid Employees, then any excess of such funds,
contracts, and property shall be used to provide Accrued Benefits for the
twenty-five (25) highest paid Employees in excess of such limitations of this
Section up to the Accrued Benefits to which such Employees would be entitled
without such limitations.
(h) In the event that Congress should provide by statute, or the
Treasury Department or the Internal Revenue Service should provide by regulation
or ruling, that the limitations provided for in this Article are no longer
necessary in order to meet the requirements for a qualified pension plan under
the Code as then in
-29- Exhibit H
<Page>
effect, the limitations in this Article shall become void and shall no longer
apply without the necessity of amendment to this Plan.
(i) In the event a lump-sum distribution is made to an Employee
subject to the above restrictions in an amount in excess of that amount
otherwise permitted under this Article, an agreement shall be made, with
adequate security guaranteeing repayment of any amount of the distribution that
is restricted. Adequate security shall mean property having a fair market value
of at least 125% of the amount which would be repayable if the Plan had
terminated on the date of distribution of such lump sum. If the fair market
value of the property falls below 110% of the amount which would then be
repayable if the Plan were then to terminate, the distributee shall deposit
additional property to bring the value of the property to 125% of such amount.
In the event of the termination or partial termination of this Plan,
the rights of all affected Employees to benefits accrued to the date of such
termination or partial termination (to the extent funded as of such date) shall
be nonforfeitable.
7.11. Suspension of Benefits:
(a) Normal or early retirement benefits in pay status will be
suspended for each calendar month during which the Employee completes at least
40 Hours of Service as defined in Section 203(a)(3)(B) of ERISA. Consequently,
the amount of benefits which are paid later than Normal Retirement Age will be
computed without regard to amounts which would have been suspended under the
preceding sentence as if the Employee had been receiving benefits since Normal
Retirement Age.
(b) Resumption of Payment. If benefit payments have been
suspended, payments shall resume no later than the first day of the third
calendar month after the calendar month in which the Employee ceases to be
employed in "service" as defined in ERISA Section 203(a)(3)(B). The initial
payment upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during the period
between the cessation of "service" under Section 203(a)(3)(B) of ERISA and the
resumption of payments.
(c) Notification. No payment shall be withheld by the Plan
pursuant to this Section unless the Plan Administration notifies the Employee by
personal delivery or first class mail during the first calendar month or payroll
period in which the Plan withholds payments that such Employee's benefits are
suspended. Such notification shall contain a description of the specific reasons
why benefit payments are being suspended, a description of the Plan provision
relating to the suspension of payments, a copy of such provisions, and a
statement to the effect that applicable Department of Labor regulations may be
found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations.
-30- Exhibit H
<Page>
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits. Requests for
such reviews may be considered in accordance with the claims procedure adopted
by the Plan pursuant to Section 503 of ERISA and applicable regulations.
(a) Amount Suspended.
(1) Annuity Payments. In the case of benefits payable
periodically as a monthly basis for as long as a life (or lives) continues, such
as a Straight Life Annuity or a Qualified Joint and Survivor Annuity, an amount
equal to the portion of a monthly benefit payment derived from Employer
contributions.
(2) Other Benefit Forms. In the case of a benefit payable in
a form other than the form described in Section (1) above, an amount equal to
the Employer - provided portion of benefit payments for a calendar month in
which the Employee is employed in ERISA Section 203(a)(3)(B) service, equal to
the lesser of
(i) The amount of benefits which would have been payable to
the Employee if he had been receiving monthly benefits under the Plan since
actual retirement based on a Straight Life Annuity commencing at actual
retirement age; or
(ii) The actual amount paid or scheduled to be paid to the
Employee for such month.
Payments which are scheduled to be paid less frequently than monthly may be
converted to monthly payments.
(e) Minimum Benefits. This Section does not apply to the minimum
benefit to which the participant is entitled under the top-heavy rules of the
Section entitled "Minimum Benefit for Top Heavy Plan".
(f) Participant Election. Notwithstanding any other provisions of
the Plan, a former Employee or surviving spouse entitled to receive benefits
hereunder may, for personal reasons and without disclosure thereof, request the
Employer in writing to suspend for any period payment of all or any part of such
benefits otherwise payable to him hereunder. The Employer on receipt of such
request, shall authorize such suspension, in which event the Employee shall be
deemed to have forfeited all rights to the amount of pension so suspended, but
shall retain the right to have the full benefits otherwise payable to him
hereunder reinstated as to future monthly payments upon written notice to the
Employer of his desire to revoke his prior request for a suspension under this
paragraph. Any suspension requested hereunder by a former Employee or benefits
-31- Exhibit H
<Page>
payable to him under the Plan shall not affect benefits payable under any
survivorship election he has made or is deemed to have made under the Plan.
7.12. Restrictions on Commencement Of Retirement Benefits:
(a) Unless the Participant elects otherwise, distribution of
benefits will begin
no later than the 60th day after the later of the close of the Plan Year in
which:
(1) the Participant attains Normal Retirement Age;
(2) occurs the 10th anniversary of the Plan Year in which the
Participant commenced participation in the Plan; or
(3) the Participant terminates service with the Employer.
(b) Notwithstanding the foregoing, the failure of a Participant
and the Participant's Spouse, if any, to consent to a distribution while a
benefit is payable under the Article entitled "Plan Benefits", will be deemed an
election to defer commencement of payment of any benefit sufficient to satisfy
this paragraph.
7.13. Minimum Distribution Requirements: All distributions required
under this Article will be determined and made in accordance with the minimum
distribution requirements of Code Section 401(a)(9) and the Regulations
thereunder, including the minimum distribution incidental benefit rules found at
Regulations Section 1.401(a)(9)-2. Life expectancy and joint and last survivor
life expectancy are computed by using the expected return multiples found in
Tables V and VI of Regulations Section 1.72-9.
(a) Required Beginning Date: The entire interest of a Participant
must be distributed or begin to be distributed no later than the Participant's
required beginning date.
(1) General Rule: The "required beginning date" of a
Participant is the first day of April of the calendar year following the
calendar year in which the Participant attains age 70 1/2.
(2) Transitional Rules: The required beginning date of a
Participant who attains age 70 1/2 before 1988 will be determined in accordance
with (i) or (ii) below:
(i) Non-5 percent owners: The required beginning date of a
Participant who is not a 5-percent owner is the first day of April of
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<Page>
the calendar year following the calendar year in which occurs the later of
retirement or attainment of age 70 1/2. The required beginning date of a
Participant who is not a 5-percent owner who attains age 701 during 1988 and who
has not retired as of January 1, 1989, is April 1, 1990.
(ii) 5-percent owners: The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1979 is the first day of April following the later of:
(A) the calendar year in which the Participant attains
age 701, or
(B) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant becomes a 5-percent owner, or
the calendar year in which the Participant retires.
(3) A Participant is treated as a 5-percent owner for
purposes of this paragraph if such Participant is a 5-percent owner as defined
in Code Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is a Top-Heavy Plan) at any time during the
Plan Year ending with or within the calendar year in which such owner attains
age 66 1/2 or at any subsequent Plan Year.
(4) Once distributions have begun to a 5-percent owner under
this paragraph, distributions must continue, even if the Participant ceases to
be a 5-percent owner in a subsequent year.
(b) Limits On Distribution Periods: As of the first distribution
calendar year, distributions, if not made in a single sum, may only be made over
one of the following periods (or a combination thereof):
(1) the life of the Participant;
(2) the life of the Participant and a designated Beneficiary;
(3) a period certain not extending beyond the life expectancy
of the Participant; or
(4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated Beneficiary.
(c) Required Distributions On Or After the Required Beginning
Date:
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(1) If a Participant's benefit is to be distributed over (i)
a period not extending beyond the life expectancy of the Participant or the
joint life and last survivor expectancy of the Participant and the Participant's
designated Beneficiary, or (ii) a period not extending beyond the life
expectancy of the designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the first distribution
calendar year, must at least equal the quotient obtained by dividing the
Participant's Accrued Benefit by the Applicable Life Expectancy.
(2) For calendar years beginning before 1989, if the
Participant's Spouse is not the designated Beneficiary, the method of
distribution selected must have assured that at least 50% of the Present Value
of the Accrued Benefit available for distribution was to be paid within the life
expectancy of the Participant.
(3) For calendar years beginning after 1988, the amount to be
distributed each year, beginning with distributions for the first distribution
calendar year, will not be less than the quotient obtained by dividing the
Participant's Accrued Benefit by the lesser of (i) the applicable life
expectancy, or (ii) if the Participant's Spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4
of Proposed Regulations Section 1.401(a)(9)-2. Distributions after the death of
the Participant will be distributed using the "applicable life expectancy" as
the relevant divisor without regard to Proposed Regulations Section
1.401(a)(9)-2.
(4) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date. The minimum distribution for other calendar years,
including the minimum distribution for the distribution calendar year in which
the Participant's required beginning date occurs, must be made on or before
December 31 of that distribution calendar year.
(5) If the Participant's Accrued Benefit is to be distributed
in the form of an annuity purchased from an insurance company, no such annuity
contract will be purchased unless the distributions thereunder will be made in
accordance with the requirements of Code Section 401(a)(9) and the Proposed
Regulations thereunder.
(6) For purposes of determining the amount of the required
distribution for the first distribution calendar year, the Accrued Benefit to be
used will be the Accrued Benefit as of the last Valuation Date in the calendar
year immediately preceding the first distribution calendar year. For all other
years, the
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Accrued Benefit will be determined as of the last Valuation Date preceding such
distribution calendar year.
For purposes of this paragraph, if any portion of the minimum
distribution for the first distribution calendar year is made in the second
distribution calendar year on or before the required beginning date, the amount
of the minimum distribution made in the second distribution calendar year will
be treated as if it had been made in the immediately preceding distribution
calendar year for purposes of determining the Accrued Benefit.
7.14. TEFRA Election Transitional Rule:
(a) Notwithstanding the other requirements of this Article and
subject to the requirements of the Article herein entitled "Joint and Survivor
Annuity Requirements", distribution on behalf of any Participant, including a
5-percent owner, will be made in accordance with all of the following
requirements (regardless of when such distribution commences):
(1) The distribution by the Trust Fund is one which would not
have disqualified the Trust Fund under Code Section 401(a)(9) as in effect prior
to amendment by the Deficit Reduction Act of 1984;
(2) The distribution is in accordance with a method of
distribution designated by the Participant whose interest in the Trust Fund is
being distributed or, if the Participant is deceased, by the Beneficiary of the
Participant.
(3) Such designation was made in writing, was signed by the
Participant or the Beneficiary, and was made before January 1, 1984;
(4) The Participant has accrued a benefit under the Plan as
of December 31, 1983; and
(5) The method of distribution designated by the Participant
or the Beneficiary specifies the time at which distributions will commence, the
period over which distributions will be made, and in the case of any
distribution upon the Participant's death, the beneficiaries of the Participant
listed in order of priority.
(b) A distribution upon death will not be covered by this
transitional rule unless the information in the designation contains the
required information described above with respect to the distributions to be
made upon the death of the Participant.
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(c) For any distribution which commences before January 1, 1984,
but continues after December 31, 1983, the Participant or the Beneficiary to
whom such distribution is being made will be presumed to have designated the
method of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies the
requirements in the sub-paragraphs of (a) above.
(d) If a designation is revoked, any subsequent distribution must
satisfy the requirements of Code Section 401(a)(9) and the Proposed Regulations
thereunder. If a designation is revoked subsequent to the date distributions are
required to begin, the Plan must distribute by the end of the calendar year in
which the revocation occurs the total amount not yet distributed which would
have been required to have been distributed to satisfy Code Section 401(a)(9)
and the Proposed Regulations thereunder, but for an election under the Tax
Equity and Fiscal Responsibility Act ("TEFRA") Section 242(b)(2). For calendar
years beginning after December 31, 1988, such distributions must meet the
minimum distribution incidental benefit requirements in Regulations Section
1.401(a)(9)-2. Any changes in the designation will be considered to be a
revocation of the designation. However, the mere substitution or addition of
another beneficiary (one not named in the designation) under the designation
will not be considered to be a revocation of the designation so long as such
substitution or addition does not alter the period over which distributions are
to be made under the designation, directly or indirectly (for example, by
altering the relevant measuring life). If an amount is transferred or rolled
over from one plan to another plan, the rules in Q&A 1-2 and Q&A 1-3 of Proposed
Treasury Regulations 1.401(a)(9)-2 will apply.
7.15. Distribution of Death Benefit:
(a) Beneficiary Designation: Each Participant will file a written
designation of Beneficiary with the Employer upon becoming a Participant in the
Plan. Such designation will remain in force until revoked by the Participant by
filing a new Beneficiary form with the Employer.
(b) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits has begun, the remaining portion of such
Participant's Accrued Benefit will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
(c) Distribution Beginning Before Death: If the Participant dies
after distribution of benefits begins, distribution of the Participant's Accrued
Benefit will be completed by December 31 of the calendar year in which occurs
the fifth anniversary of the Participant's death except to the extent that an
election is made to receive distributions as provided below:
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(1) If any portion of the Participant's Accrued Benefit is
payable to a designated Beneficiary, distributions may be made over the life of,
or over a period certain not greater than the life expectancy of, the designated
Beneficiary commencing on or before December 31 of the calendar year immediately
following the calendar year in which the Participant died.
(2) If the designated Beneficiary is the Participant's
surviving Spouse, the date distributions are required to begin in accordance
with (1) above will not be earlier than the later of (i) December 31 of the
calendar year immediately following the calendar year in which the Participant
died, or (ii) December 31 of the calendar year in which the Participant would
have attained age 701.
If the participant has not made an election pursuant to this paragraph
prior to death, the participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31 of the calendar
year in which distributions would be required to begin under this Section, or
(2) December 31 of the calendar year in which occurs the fifth anniversary of
the Participant's death. If the participant has no designated Beneficiary, or if
the designated Beneficiary does not elect a method of distribution, distribution
of the Participant's Accrued Benefit must be completed by December 31 of the
calendar year in which occurs the fifth anniversary of the Participant's death.
For purposes of this paragraph, if the surviving Spouse dies after the
Participant but before payments to such Spouse begin, the provisions of this
paragraph, with the exception of such paragraph (2) therein, will be applied as
if the surviving Spouse were the Participant.
For purposes of this Section, any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving Spouse if
the amount becomes payable to the surviving Spouse when the child attains the
age of majority.
7.16. Date Distribution Deemed to Begin: for purposes of this Article,
distribution of a Participant's interest is considered to begin on the
Participant's required beginning date (or, if the surviving Spouse dies after
the Participant but before payments to such Spouse begin, the date distribution
is required to begin to the surviving Spouse pursuant to Section 7.15(c)). If
distribution in the form of an annuity irrevocably commences to the Participant
before the required beginning date, the date distribution is considered to begin
is the date distribution actually commences.
7.17. Distribution Pursuant to Qualified Domestic Relations Orders:
Notwithstanding any other provision regarding distributions or payment of
benefits, an Alternate Payee, as defined in Code Section 414(p), will be
entitled to receive a distribution not in excess of a Participant's vested
Accrued Benefit pursuant to any final judgment, degree or order determined by
the Plan Administrator to be a Qualified
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Domestic Relations Order ("QDRO") as defined in ERISA and Code Section 414(p).
Such distribution will be made only in a form of benefit available under the
Plan.
7.18. Payment to a Person Under a Legal Disability: If any benefit
under this Plan becomes payable to a person who is then incompetent or a minor,
the Plan Administrator may make such payment on behalf of such person to the
guardian or other legal representative of such person or to any individual who
has the custody or care of such person. Any payment made on behalf of any such
person as provided in this Section shall be binding on such person and shall be
in full discharge of any obligation of such payment to such person.
7.19. Unclaimed Benefits Procedure: The Plan does not require either
the Trustees or the Employer to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer, by certified or registered mail
addressed to the Participant's last known address of record with Employer, shall
notify any Participant or Beneficiary that he or she is entitled to a
distribution under the Plan. If the Participant or Beneficiary fails to claim
benefits or make his or her whereabouts known in writing to the Employer within
twelve (12) months of the date of mailing of the notice, or before the
termination or discontinuance of the Plan, whichever should first occur, the
Employer shall treat the Participant's or Beneficiary's unclaimed Accrued
benefit as a Forfeiture. If a Participant or Beneficiary who has incurred a
Forfeiture of his Accrued Benefit under the provisions of this Section makes a
claim at any time for his or her forfeited Accrued Benefit, the Employer shall
restore the Participant's or Beneficiary's forfeited Accrued benefit within
sixty (60) days after the Plan year in which the Participant or Beneficiary
makes the claim.
7.20. Direct Rollovers: This Section applies to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a Distributee's election under this part, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover.
ARTICLE VIII.
JOINT AND SURVIVOR ANNUITY REQUIREMENTS
8.1. Applicability of Provisions: The provisions of this Article will
apply to any Participant who is credited with at least one Hour of Service with
the Employer on or after August 23, 1984 and such other Participants as provided
in this Article.
8.2. Payment of Qualified Joint and Survivor Annuity: Unless an
optional form of benefit is selected pursuant to a qualified election, defined
herein, with
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the 90-day period ending on the Annuity Starting Date, the vested Accrued
Benefit of a married Participant who has been married to the same Spouse for at
least 12 consecutive months will be paid in the form of a Qualified Joint and
Survivor Annuity. Any other Participant's vested Accrued Benefit will be paid in
the form of a Straight Life Annuity.
8.3. Payment of Qualified Pre-Retirement Survivor Annuity: Unless an
optional form of benefit has been selected within the election period pursuant
to a qualified election, as defined herein, if a Participant dies before the
Annuity Starting Date, the Participant's vested Accrued Benefit will be paid to
the surviving Spouse in the form of a Qualified Pre-Retirement Survivor Annuity.
The surviving Spouse may elect to start benefits on any first day of the month
on or after the Earliest Retirement Date benefits could have been paid to the
Participant if he had ceased to be an Employee on the date of his death and
survived to retire. In the event the value of the Qualified Pre-Retirement
Survivor Annuity does not exceed $3,500 at the time it becomes payable, the
surviving spouse will receive a single sum payment of the value of the
Pre-Retirement Survivor Annuity in lieu of such Annuity. If the Spouse dies
before the Qualified Pre-Retirement Survivor Annuity is payable, no death
benefit will be payable from the Participant's Accrued Benefit.
8.4. Notice Requirements For Qualified Joint and Survivor Annuity: In
the case of a Qualified Joint and Survivor Annuity, the Plan Administrator
shall, no less than thirty (30) days and no more than ninety (90) days prior to
the Annuity Starting Date, as defined below, provide each Participant a written
explanation of:
(a) the terms and conditions of a Qualified Joint and Survivor
Annuity;
(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity form of benefit;
(c) the rights of a Participant's Spouse; and
(d) the right to make, and the effect of, a revocation of a
previous election to waive the Qualified Joint and Survivor Annuity.
For purposes of this Section, the Annuity Starting Date will mean the
first day of the first period for which an amount is paid as an annuity, whether
by reason of retirement or disability.
8.5. Notice Requirements for Qualified Pre-Retirement Survivor
Annuity: In the case of a Qualified Pre-Retirement Survivor Annuity, the Plan
Administrator will provide each Participant within the applicable period for
such Participant a written explanation of the Qualified Pre-Retirement Survivor
Annuity in
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such terms and in such manner as would be comparable to the explanation provided
for meeting the requirements of the above Section applicable to a Qualified
Joint and Survivor Annuity. The applicable period for a Participant is whichever
of the following periods ends last:
(a) the period beginning with the first day of the Plan Year in
which the Participant attains age thirty-two (32) and ending with the close of
the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35).
(b) a reasonable period ending after the individual becomes a
Participant;
(c) a reasonable period ending after this paragraph ceases to
apply to the Participant;
(d) a reasonable period ending after this Article first applies
to the Participant.
Notwithstanding the foregoing, notice must be provided within a reasonable
period ending after separation from service in the case of a Participant who
separates from service before attaining age thirty-five (35).
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (b), (c) and (d) is the end of
the two (2) year period beginning one (1) year prior to the date the applicable
event occurs, and ending one (1) year after the date. In the case of a
Participant who separates from service before the Plan Year in which age
thirty-five (35) is attained, notice will be provided within the two (2) year
period beginning one (1) year prior to separation and ending one (1) year after
separation from service. If such a Participant thereafter returns to employment
with the Employer, the applicable period for such Participant will be
re-determined.
8.6. Qualified Election: A qualified election will mean a waiver of a
Qualified Joint and Survivor Annuity or a Qualified Pre-Retirement Survivor
Annuity. Any waiver of a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity will not be effective unless:
(a) the Participant's Spouse consents in writing to the election;
(b) the election designates a specific beneficiary, including any
class of Beneficiaries or any contingent Beneficiaries, which may not be changed
without spousal consent (or the Spouse expressly permits designations by the
Participant without any further spousal consent);
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(c) the election designates a form of benefit payment which may
not be changed without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal consent);
(d) the Spouse's consent acknowledges the effect of the election;
and
(e) the Spouse's consent is witnessed by a Plan representative or
notary public.
If it is established to the satisfaction of the Plan Administrator
that there is no Spouse or that the Spouse cannot be located, a waiver which
complies with paragraphs (b) and (c) above will be deemed a qualified election.
Any consent by a Spouse obtained under this provision (or establishment that the
consent of a Spouse can not be obtained) will be effective only with respect to
such Spouse. A consent that permits designations by the participant without any
requirement of further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the Spouse voluntarily elects to relinquish
either or both of such rights. A revocation of a prior waiver may be made by a
Participant without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations will not be limited. No
consent obtained under this provision will be valid unless the Participant has
received notice as provided in the paragraphs below.
8.7. Election Period: The period which begins on the first day of the
Plan Year in which the Participant attains age thirty-five (35) and ends on the
date of the Participant's death. If a Participant separates from service prior
to the first day of the Plan Year in which age thirty-five (35) is attained,
with respect to the Accrued Benefit as of the date of separation, the election
period shall begin on the date of separation.
8.8. Pre-age Thirty-five (35) Waiver: A Participant who has not
attained age 35 as of the end of any current Plan Year may not waive the
Qualified Pre-Retirement Survivor Annuity.
8.9. Transitional Joint And Survivor Annuity Rules: Special transition
rules apply to Participants who were not receiving benefits on August 23, 1984.
(a) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed by the previous
paragraphs of this Article, must be given the opportunity to elect to have the
prior Sections of this Article apply if such Participant is credited with at
least one (1) Hour of Service under this Plan or a predecessor plan in a Plan
Year beginning on or after
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January 1, 1976 and if such Participant had at least ten (10) Years of Service
for vesting purposes when the Participant separated from service.
(b) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service under this Plan or a
predecessor plan on or after September 2, 1974, and who is not otherwise
credited with any service in a Plan Year beginning on or after January 1, 1976,
must be given the opportunity to have Accrued Benefits paid in accordance with
subparagraph (d) below.
(c) The respective opportunities to elect (as described in
subparagraphs (a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984 and ending on the
date benefits would otherwise commence to said Participants.
(d) Any Participants who has elected pursuant to subparagraph (b)
and any Participant who does not elect under subparagraph (a) or who meets the
requirements of subparagraph (a) except that such Participant does not have at
least ten (10) Years of Service for vesting purposes on separation from service,
will have his or her Accrued Benefits distributed in accordance with all of the
following requirements if benefits would have been payable in the form of a life
annuity:
(1) Automatic Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married Participant who:
(i) begins to receive payments under the Plan on or after
Normal Retirement Age;
(ii) dies on or after Normal Retirement Age while still
working for the Employer;
(iii) begins to receive payments under the Plan on or after
the Qualified Early Retirement Age; or
(iv) separates from service on or after attaining Normal
Retirement Age (or the Qualified Early Retirement Age) and after satisfying the
eligibility requirements for the payment of benefits under the Plan and
thereafter dies before beginning to receive such benefits, such benefits will be
paid in the form of a Qualified Joint and Survivor Annuity, unless the
Participant has elected otherwise during the election period. The election
period must begin at least six (6) months before the Participant attains
Qualified Early Retirement Age and end not more than ninety (90) days before the
commencement of benefits. Any election hereunder must be in writing and may be
changed by the Participant at any time.
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(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age will be given the
opportunity to elect, during the election period, to have a survivor annuity
payable on death. If the Participant elects the survivor annuity, payments under
such annuity must not be less than the payments which would have been made to
the Spouse under the Qualified Joint and Survivor Annuity if the Participant had
retired on the day before his or her death. Any election under this provision
will be in writing and may be changed by the Participant at any time. The
election period begins on the later of:
(i) the 90th day before the Participant attains the
Qualified Early Retirement Age, or
(ii) the date on which participation begins, and ends on
the date the Participant terminates employment with the Employer.
(3) Qualified Early Retirement Age. For purposes of this
Section, Qualified Early Retirement Age is the latest of:
(i) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits,
(ii) the first day of the 120th month beginning before the
Participant reaches Normal Retirement Age, or
(iii) the date the Participant begins participation.
ARTICLE IX.
QUALIFIED DOMESTIC RELATIONS ORDERS
9.1. Qualified Domestic Relations Orders: Notwithstanding any of the
provisions herein concerning alienation of Plan benefits, the Plan will honor
and abide by the terms of a domestic relations order determined by the Plan
Administrator to be a Qualified Domestic Relations Order as defined in Code
Section 414(p) ("QDRO") providing for the assignment to a Spouse or former
Spouse of the Participant of all or any portion of the Participant's vested
Accrued Benefit under the Plan. The Employer will adopt guidelines for
determining the qualified status of a domestic relations order (the "Order")
which state the requirements for such Order, the procedures for review of such
Order and all other provisions required for such Order to be determined to be a
QDRO.
(a) An Order shall specifically state all of the following in
order to be deemed a QDRO:
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(1) The name and last known mailing address (if any) of the
Participant and of each alternate payee covered by the Order. However, if the
Order does not specify the current mailing address of the alternate payee, but
the Plan Administrator has independent knowledge of that address, the Order may
still be a valid QDRO.
(2) The dollar amount or percentage of the Participant's
benefit to be paid by the Plan to each alternate payee, or the manner in which
the amount or percentage will be determined.
(3) The number of payments or period for which the Order
applies.
(4) The specific plan (by name) to which the Order applies.
(b) An Order shall not be deemed a QDRO if it requires the Plan
to provide:
(1) any type or form of benefit, or any option not already
provided for in the Plan;
(2) increased benefits, or benefits in excess of the
Participant's vested rights;
(3) payment of a benefit earlier than allowed by the Plan's
earliest retirement provisions, or
(4) payment of benefits to an alternate payee which are
required to be paid to another alternate payee under another QDRO.
(c) Promptly, upon receipt of an Order which may or may not be
"Qualified", the Plan Administrator shall notify the Participant and any
alternate payee(s) named in the Order of such receipt. The Plan Administrator
may then forward the Order to the Plan's legal counsel for an opinion as to
whether or not the Order is in fact "Qualified" as defined in Code Section
414(p). Within a reasonable time after receipt of the Order, not to exceed 60
days, the Plan's legal counsel shall make a determination as to its "Qualified"
status and the Participant and any alternate payee(s) shall be promptly notified
in writing of the determination.
(d) If the "Qualified" status of the Order is in question, there
will be a delay in any payout to any payee including the Participant, until the
status is resolved. In such event, the Plan Administrator shall segregate the
amount that would have been payable to the alternate payee(s) if the Order had
been deemed a QDRO. If
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the Order is not Qualified, or the status is not resolved (for example, it has
been sent back to the Court for clarification or modification) within 18 months
beginning with the date the first payment would have to be made under the Order,
the Plan Administrator shall pay the segregated amounts plus interest to the
person(s) who would have been entitled to the benefits had there been no Order.
If a determination as to the Qualified status of the Order is made after the
18-month period described above, then the Order shall only be applied on a
prospective basis. If the Order is determined to be a QDRO, the Participant and
alternate payee(s) shall again be notified promptly after such determination.
Once an Order is deemed a QDRO, the Plan Administrator shall pay to the
alternate payee(s) all the amounts due under the QDRO, including segregated
amounts plus interest which may have accrued during a dispute as to the Order's
qualification.
(e) The Earliest Retirement Age with regard to the Participant
against whom the Order is entered shall be the date the Participant would
otherwise first be eligible for benefits under the Plan.
ARTICLE X.
TRANSFERS FROM OTHER QUALIFIED PLANS; DIRECT ROLLOVERS
10.1. Transfers from Other Qualified Plans; Direct Rollovers:
Transfers and Direct Rollovers from other qualified plans are not permitted.
ARTICLE XI.
TRANSFERS; SERVICE WITH AFFILIATED EMPLOYER
11.1. Transfer Out of Eligible Class: Any Employee who is transferred
to employment with an Affiliated Employer and is no longer in the Eligible
Class, shall receive credit for such employment with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer while not in the Eligible Class shall
not be recognized or credited for purposes of determining Years of Accrual
Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
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(d) Benefit Formula - A transferred Employee's benefits hereunder
shall be based on the benefit rate in effect and applicable to persons
terminating employment on the last day such Employee was in the Eligible Class.
11.2. Transfer From Salaried Employment. Any Employee who transfers
from salaried employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Accrual Service hereunder, provided there shall
be no duplication of benefits under this Plan and any other plan based on the
same period of service, and no more than one year shall be credited for benefit
computation purposes under this and other plans of the Employer.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
11.3. Transfer From Hourly Employment. Any Employee who transfers from
hourly employment with an Affiliated Employer and becomes a member of the
Eligible Class shall receive credit for service with the Affiliated Employer for
purposes of this Plan as follows:
(a) Years of Accrual Service - A transferred Employee's
employment with the Affiliated Employer shall not be recognized or credited for
purposes of determining Years of Accrual Service hereunder.
(b) Years of Eligibility Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Eligibility Service.
(c) Years of Vesting Service - A transferred Employee's
employment with the Affiliated Employer shall be recognized and credited for
purposes of determining Years of Vesting Service.
ARTICLE XII.
AMENDMENT, TERMINATION, MERGER OR CONSOLIDATION
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12.1. Amendment of the Plan: The Employer, acting by its Board of
Directors, has the right to amend, modify, suspend or terminate the Plan at any
time. However, no such action shall alter the Plan or its operation, in respect
to employees who are represented under a collective bargaining agreement in
contravention of the provision of any such agreement pertaining to pension
benefits as long as such agreement is in effect; no amendment will authorize or
permit any part of the Trust Fund (other than any part that is required to pay
taxes and administration expenses) to be used for or diverted to purposes other
than for the exclusive benefit of the Participants or their Beneficiaries or
estates; no amendment will cause any reduction in the Accrued Benefit of any
Participant or cause or permit any portion of the Trust Fund to revert to or
become the property of the Employer; except to the extent such amendment is
required to qualify or maintain the qualification of the Plan or to deduct or
maintain the deductibility of contributions made to the Plan under the
applicable sections of the Code. Any amendment will become effective as provided
therein upon its execution.
For the purposes of this paragraph, an amendment to the Plan which
has the effect of:
(a) eliminating or reducing an early retirement benefit or a
retirement-type subsidy;
(b) eliminating an optional form of benefit (as provided in
Regulations under the Code); or
(c) restricting, directly or indirectly, the benefits provided to
any Participant prior to the amendment will be treated as reducing the Accrued
Benefit of a Participant , except that an amendment described in clause (b)
(other than an amendment having an effect described in clause (a)) will not be
treated as reducing the Accrued Benefit of a Participant to the extent so
provided in Regulations under the Code.
Amendment of the Plan by the Employer at any time when there is a
Participating Employer will only be made by written consent of each
Participating Employer.
12.2. Termination:
(a) The Employer, acting by its Board of Directors, shall have
the right to terminate the Plan by delivering to the Trustee and the Plan
Administrator written notice of such termination. However, any termination
(other than a partial termination or an involuntary termination pursuant to
ERISA Section 4042) must satisfy the requirements and follow the procedures
outlined herein and in ERISA Section 4041 for a Standard Termination or a
Distress Termination. Upon any
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termination (full or partial), all amounts shall be allocated in accordance with
the provisions hereof and the Accrued Benefit, to the extent funded as of such
date, of each affected Participant shall become fully vested and shall not
thereafter be subject to Forfeiture.
Upon termination of the Plan, the Employer, by notice to the
Trustee and Plan Administrator, may direct:
(1) complete distribution of the Trust Fund to the
Participants, in cash or in kind, in a manner consistent with the requirements
of the Plan;
(2) the purchase of insurance company annuity contracts;
(3) continuation of the Trust Fund for the Plan and the
distribution of benefits at such time and in such manner as though the Plan had
not been terminated; or
(4) transfer of the assets of the Plan to another qualified
plan, provided that the trust to which the assets are transferred permits the
transfer to be made and, in the opinion of legal counsel for the Employer, the
transfer will not jeopardize the tax-exempt status of the Plan or create adverse
tax consequences for the Employer. The amounts transferred will be fully vested
at all times and will not be subject to forfeiture for any reason.
Notwithstanding the foregoing, upon finding that it is not
practicable or desirable under the circumstances to do any of the foregoing the
Employer may, with the unanimous consent of the members of the Board of
Administration, provide for some allocation of a part or all of the assets of
the Trust other than the continuance of a Trust Fund or the purchase of
insurance annuity contracts with respect to any or all of the groups of the
Employer; provided, however that no charge shall be effected in the order of
precedence and basis for allocation specified in ERISA Section 4044.
(b) Standard Termination Procedure -
(1) The Plan Administrator shall first notify all "affected
parties" (as defined in ERISA Section 4001(a)(21)) of the Employer's intention
to terminate the Plan and the proposed date of termination. Such termination
notice must be provided at least sixty (60) days prior to the proposed
termination date. However, in the case of a standard termination, it shall not
be necessary to provide such notice to the Pension Benefit Guaranty Corporation
(PBGC). As soon as
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practicable after the termination notice is given, the Plan Administrator shall
provide a follow-up notice to the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the projected
amount of the assets of the Plan as of the proposed date of final distribution
of assets, the actuarial present value of the "benefit liabilities" (as defined
in ERISA Section 4001(a)(16)) under the Plan as of the proposed termination
date, and confirmation that the Plan is projected to be sufficient for such
"benefit liabilities" as of the proposed date of final distribution;
(ii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iii) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) No later than the date on which the follow-up notice is
sent to the PBGC, the Plan Administrator shall provide all Participants and
Beneficiaries under the Plan with an explanatory statement specifying each such
person's "benefit liabilities", the benefit form on the basis of which such
amount is determined, and any additional information used in determining
"benefit liabilities" that may be required pursuant to regulations promulgated
by the PBGC.
(3) A standard termination may only take place if at the time
the final distribution of assets occurs, the Plan is sufficient to meet all
"benefit liabilities" determined as of the termination date.
(c) Distress Termination Procedure
(1) The Plan Administrator shall first notify all "affected
parties" of the Employer's intention to terminate the Plan and the proposed date
of termination. Such termination notice must be provided at least 60 days prior
to the proposed termination date. As soon as practicable after the termination
notice is given, the Plan Administrator shall also provide a follow-up notice to
the PBGC setting forth the following:
(i) a certification of an enrolled actuary of the amount,
as of the proposed termination date, of the current value of the assets of the
Plan, the actuarial present value (as of such date) of the "benefit liabilities"
under the
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Plan, whether the Plan is sufficient for "benefit liabilities" as of such date,
the actuarial present value (as of such date) of benefits under the Plan
guaranteed under ERISA Section 4022, and whether the Plan is sufficient for
guaranteed benefits as of such date;
(ii) in any case in which the Plan is not sufficient for
"benefit liabilities" as of such date, the name and address of each Participant
and Beneficiary under the Plan as of such date;
(iii) a certification by the Plan Administrator that the
information provided to the PBGC and upon which the enrolled actuary based his
certification is accurate and complete; and
(iv) such other information as the PBGC may prescribe by
regulation.
The certification of the enrolled actuary and of the Plan
Administrator shall not be applicable in the case of a Plan funded exclusively
by individual insurance contracts.
(2) A "distress termination" may only take place if:
(i) the Employer demonstrates to the PBGC that such
termination is necessary to enable the Employer to pay its debts while staying
in business, or to avoid unreasonably burdensome pension costs caused by a
decline in the Employer's work force;
(ii) the Employer is the subject of a petition seeking
liquidation in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date; or
(iii) the Employer is the subject of a petition seeking
reorganization in a bankruptcy or insolvency proceeding which has not been
dismissed as of the proposed termination date, and the bankruptcy court (or such
other appropriate court) approves the termination and determines that the
Employer will be unable to continue in business outside a Chapter 11
reorganization process and that such termination is necessary to enable the
Employer to pay its debts pursuant to a plan of reorganization.
(d) Priority and Payment of Benefits
In the case of a distress termination, upon approval by
the PBGC that the Plan is sufficient for "benefit liabilities" or for
"guaranteed benefits", or in the case of a "standard termination", a letter of
non-compliance has not been issued within the sixty (60) day period (as
extended) following the receipt by the PBGC of the
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follow-up notice, the Plan Administrator shall allocate the assets of the Plan
among Participants and Beneficiaries pursuant to ERISA Section 4044(a). As soon
as practicable thereafter, the assets of the Plan shall be distributed to the
Participants and Beneficiaries, in cash, in property, or through the purchase of
irrevocable commitments from an insurer. However, if all liabilities with
respect to Participants and Beneficiaries under the Plan have been satisfied and
there remains a balance in the Plan due to erroneous actuarial computation, such
balance, if any, shall be returned to the Employer. The portion of the excess
attributable to Required Contributions shall be paid to the Participant who made
these contributions. In the case of a "distress termination" in which the PBGC
is unable to determine that the Plan is sufficient for guaranteed benefits, the
assets of the Plan shall only be distributed in accordance with proceedings
instituted by the PBGC.
(e) The termination of the Plan shall comply with such other
requirements and rules as may be promulgated by the PBGC under authority of
Title IV of the ERISA including any rules relating to time periods or deadlines
for providing notice or for making a necessary filing.
12.3. Merger or Consolidation of the Plan: The Plan and Trust
Fund for the Plan may be merged or consolidated with, or its assets and/or
liabilities may be transferred to, any other plan and trust. In the event of a
merger, consolidation or transfer, each Participant must receive a benefit
immediately after the merger, consolidation or transfer (as if the Plan had then
been terminated) which is at least equal to the benefit each Participant would
have received if the Plan had terminated immediately before the transfer, merger
or consolidation. Such transfer, merger or consolidation may not otherwise
result in the elimination or reduction of any benefit protected under Code
Section 411(d)(6).
ARTICLE XIII.
PARTICIPATING EMPLOYERS
13.1. Adoption by Other Employers: Notwithstanding anything herein to
the contrary, with the consent of the Employer, any other corporation or entity,
whether an affiliate or subsidiary or not, may adopt this Plan and all of the
provisions hereof, and participate herein and be known as a Participating
Employer, by a properly executed document evidencing said intent and will of
such Participating Employer.
13.2. Requirements of Participating Employers:
(a) Each Participating Employer will use the same Trustee as
provided in this Plan.
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(b) The Trustee may, but will not be required to, commingle, hold
and invest as one Trust Fund all contributions made by Participating Employers,
as well as any earnings thereon.
(c) The transfer of any Participant from or to an Employer
participating in this Plan, whether an Employee of the Employer or a
Participating Employer, will not affect such Participant's rights under the
Plan, and all amounts credited to the Participant's account as well as the
Participant's accumulated service time with the transferor or predecessor and
length of participation in the Plan, will continue to the Participant's credit.
(d) All rights and values forfeited by termination of employment
will inure only to the benefit of the Participants of the Employer or
Participating Employer for which the forfeiting Participant was employed.
(e) Any expenses of the Plan which are to be paid by the Employer
or borne by the Trust Fund will be paid by each Participating Employer in the
same proportion that the total amount standing to the credit of all Participants
employed by such employer bears to the total amount standing to the credit of
all Participants in the Plan.
13.3. Designation of Agent: Each Participating Employer will be deemed
to be a part of this Plan; provided, however, that with respect to all of its
relations with the Trustee and Plan Administrator for purposes of this Plan,
each Participating Employer will be deemed to have designated irrevocably the
Employer as its agent. Unless the context of the Plan clearly indicates the
contrary, "Employer" will be deemed to include each Participating Employer as
related to its adoption of the Plan.
13.4. Employee Transfers: It is anticipated that an Employee may be
transferred between Participating Employers, and in the event of any such
transfer, the Employee involved will transfer any accumulated service and
eligibility. No such transfer will effect a termination of employment hereunder,
and the Participating Employer to which the Employee is transferred will
thereupon become obligated hereunder with respect to such Employee in the same
manner as was the Participating Employer from whom the Employee was transferred.
13.5. Participating Employer's Contribution: All contributions made by
a Participating Employer, as provided for in this plan, will be determined
separately by each Participating Employer, and will be paid to and held by the
Trustee for the exclusive benefit of the Employees of such Participating
Employer and Beneficiaries of such Employees, subject to all the terms and
conditions of this Plan. On the basis of the information furnished by the Plan
Administrator, the Trustee will keep separate books and records concerning the
affairs of each Participating Employer hereunder and
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as to the accounts and credits of the Employees of each Participating Employer.
The Trustee may, but need not, register contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer will immediately notify the Trustee thereof.
13.6. Discontinuance of Participation: Any Participating Employer will
be permitted to discontinue or evoke its participation in the Plan. At the time
of any such discontinuance or revocation, satisfactory evidence thereof and of
any applicable conditions imposed will be delivered to the Trustee. The Trustee
will thereafter transfer, deliver and assign Trust Fund assets allocable to the
Participants of such Participating Employer to such new trustee as will have
been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees; provided, however, that
no such transfer will be made if the result is the elimination or reduction of
any protected benefits under Section 411(d) or (e) of the Code. If no successor
is designated, the Trustee will retain such assets for the Employees of said
Participating Employer. In no such event will any part of the Trust Fund as it
relates to such Participating Employer be used for or diverted for purposes
other than for the exclusive benefit of the Employees for such Participating
Employer.
13.7. Plan Administrator's Authority: The Plan Administrator will have
authority to make all necessary rules and regulations, binding upon all
Participating Employers and all Participants, to effectuate the purpose of this
Article.
ARTICLE XIV.
ADMINISTRATION OF THE PLAN
14.1. Appointment of Plan Administrator and Trustee: The Employer is
authorized to appoint the Trustee and the Plan Administrator as it deems
necessary for the proper administration of the Plan. The Employer will from time
to time informally review the performance of the Trustee, Plan Administrator or
other persons to whom duties have been delegated or allocated by it. Any person
serving as Plan Administrator may resign upon thirty (30) days prior written
notice to the Employer. The Employer is authorized to remove any person serving
as Plan Administrator or Trustee at any time and in its sole discretion appoint
a successor whenever a vacancy occurs.
14.2. Plan Administrator: The Plan Administrator is responsible for
administering the Plan for the exclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Plan Administrator
will manage, operate and administer the Plan in accordance with the terms of the
Plan and will have full power and authority to construe and resolve all
questions arising in connection with the administration, interpretation, and
application of the Plan. Any determination by the Plan Administrator will be
final and binding upon all persons, and
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unless it can be shown to be arbitrary and capricious will not be subject to "de
novo" review. The Plan Administrator may establish procedures, correct any
defect, supply any information, or reconcile any inconsistency in any manner and
to any extent as it deems necessary to carry out the purpose of the Plan;
provided, however, that any procedure, discretionary act, interpretation or
construction be nondiscriminatory and based upon principles consistent with the
intent of the Plan to continue to be deemed a qualified plan under the terms of
Code Section 401(a). The Plan Administrator will have all powers necessary or
appropriate to accomplish its duties under this Plan.
14.3. Board of Administration: Notwithstanding anything to the
contrary contained herein, a Board of Administration shall be established
consisting of six (6) members, with three (3) appointed by the Employer and
three (3) appointed by the union (the "Union") representing the Employees
comprising the Participating Unit.
(a) The Board shall have authority solely with regard to the
following matters as they pertain to the Participating Unit, subject to the
requirements of Section 14.13 and other applicable restrictions hereunder:
(i) Establishing procedures for, and reviewing and
approving applications for pensions;
(ii) Resolving complaints regarding the determinations of
age, service
credits and the computation of benefits;
(iii) Establishing procedures for making appeals to the
Board and the hearing of such appeals;
(iv) Verifying the Accrued Service and Eligibility Service
to which Employees are entitled,
(v) Establishing methods of furnishing information to
Employees regarding service credits;
(vi) Reviewing general information regarding the Plan for
dissemination to Employees.
The Board of Administration will have full power and authority to construe and
resolve all questions with respect to the above-mentioned matters. Any
determination by the Board will be final and binding upon all persons, and
unless it can be shown to be arbitrary and cooperation, will not be subject to
"de novo" review.
The Board shall have no power to add to or subtract from or modify
any of the terms of the Plan, nor to change or add to any benefit provided by
the Plan, nor to waive or fail to apply any requirement of eligibility for a
benefit under the Plan.
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Any case referred to the Board on which it has no power to rule shall be
referred back to the parties without ruling.
(b) The Board shall meet at such times and for such periods for
the transaction of necessary business as may be mutually agreed upon by the
Board members. To constitute a quorum, for the transaction of business, the
presence of four (4) members of the Board shall be required. At all meetings of
the Board, the member or members present, appointed by the Employer, shall have
in the aggregate a total of one (1) vote to be case on behalf of the Employer,
and the member or members present, appointed by the Union, shall have in the
aggregate a total or one (1) vote to be cast on behalf of the Union.
In case of a deadlock of matters involving the processing of
individual cases, an Arbitrator shall be selected by the Board to cast the
deciding vote. The Arbitrator will not be counted for the purpose of a quorum,
and will vote only in case of a failure of the Board to agree upon a matter
which is properly before the Board and within the Board's authority to
determine. The Arbitrator may vote only on matters involving the processing of
individual cases and not on the development of procedures. The fees and expenses
of the Arbitrator when required will be paid one-half by the Company and on-half
by the Union.
No ruling or decision of the Board in one case shall create a
basis for a retroactive adjustment in any other case prior to the date of
written filing of each such specific claim.
(c) The members of the Board will serve without compensation from
the Trust Fund. The expenses of the members of the Board appointed by the Union,
however, will be paid by the Union, and the expenses of the Employer's members
will be paid by the Employer.
The Employer shall cause the Board to be furnished annually with
a statement certified by a qualified actuary, selected by the Employer, that the
amount of the Trust Fund is or is not less than the amount required by the Plan
to be in the Fund.
(d) The Board and any member of the Board shall be entitled to
rely upon the correctness of any information furnished by the Union, or the
Employer. To the extent permitted by law, neither the Board nor any of its
members, nor the Employer nor any officer or other representative of the
Employer, nor the Union nor any officer or other representative of the Union,
shall be liable because of any act, or failure to act, on the part of the Board
or any of its members, except that nothing herein shall be deemed to relieve any
such individual from any liability for his own willful misconduct.
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14.4. Trust Agreement:
(a) The Employer shall execute a Trust Agreement with a Trustee
or Trustees chosen by the Employer to hold and manage the assets of the Trust
Fund, and to receive, hold and disburse the contributions, interest and other
income for the purpose of paying the pensions under the Plan and the expenses
incident to the operation and maintenance of the Plan. From time to time, one or
more investment managers may be appointed by the Employer to manage assets of
the Trust Fund, which investment managers shall be solely responsible for
investing, reinvesting and managing the assets of the Trust Fund. A Trustee may
also be an investment manager and in the absence of any separate agreement with
an investment manager, the Trustee shall be the investment manager.
Each Trustee and investment manager so appointed shall
acknowledge that it is a fiduciary within the meaning of ERISA, and shall be
either (i) an investment advisor registered under the Investment Advisors Act of
1940, (ii) a bank as defined in the Investment Advisors Act of 1940, or (iii) an
insurance company qualified to manage, acquire or dispose of assets under the
laws of more than one state.
(b) The Employer shall determine the form and terms of any Trust
Agreement or investment management agreement, which may authorize the inclusion
of obligations and stock of the Employer and its subsidiaries and affiliates
among the investments of the Trust Fund (subject to the provisions of any
applicable law), and which may authorize the pooling of the Trust Fund for
investment purposes with other Internal Revenue Service qualified pension funds
of the Employer and its subsidiaries and affiliates. The Employer may modify
such Trust Agreement or investment management agreement from time to time, or
terminate them pursuant to the terms thereof. In case of a conflict between the
Plan and the Trust Agreement, the provisions of the Trust Agreement shall be
deemed controlling.
14.5. Delegation of Powers: The Plan Administrator may appoint such
assistants or representatives as it deems necessary for the effective exercise
of its duties. The Plan Administrator may delegate to such assistants and
representatives any powers and duties, both ministerial and discretionary, as it
deems expedient or appropriate.
14.6. Appointment of Advisers: The Plan Administrator may appoint
counsel, specialists, advisers, and other persons as the Plan Administrator
deems necessary or desirable in connection with the administration of the Plan.
14.7. Records and Reports: The Plan Administrator will keep a record
of all actions taken. In addition, it will keep all other books, records, and
other data that are necessary for administration of the Plan, and it will be
responsible for
56 Exhibit H
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supplying all information and reports to Participants, Beneficiaries, the
Internal Revenue Service, the Department of Labor and others as required by law.
14.8. Information from Employer: The Employer will supply the Plan
Administrator with full and timely information on all matters relating to the
Compensation of all Participants, their Hours of Service, their Years of
Service, their retirement, death, Disability, or termination of employment, and
such other pertinent facts as the Plan Administrator may require from time to
time. The Plan Administrator will advise the Trustee of the foregoing facts as
may be pertinent to the Trustee's duties under the Plan. The Plan Administrator
and Trustee may rely on information supplied by the Employer and will have no
duty or responsibility to verify the information.
14.9. Majority Actions: Except where there has been an allocation and
delegation of administrative authority, or where specifically expressed herein
to the contrary, if there shall be more than one Plan Administrator, they shall
act by a majority of their number, but may authorize one or more of them to sign
any documents on their behalf.
14.10. Expenses: Except as set forth in Section 14.3(c) above, all
expenses and costs of administering the Plan may be paid out of the Trust Fund
unless actually paid by the Employer. Expenses will include any expenses
incident to the functioning of the Plan Administrator, including, but not
limited to, fees of accountants, counsel, and other specialists and their
agents, and other costs of administering the Plan. Until paid, the expenses will
be considered a liability of the Trust Fund. However, the Employer may reimburse
the Trust Fund for any administrative expense incurred. Any administrative
expense paid to the Trust Fund as a reimbursement will not be considered an
Employer contribution.
14.11. Discretionary Acts: Any discretionary actions of the Plan
Administrator or the Board with respect to the administration of the Plan shall
be made in a manner which does not discriminate in favor of stockholders,
officers and Highly Compensated Employees.
14.12. Responsibility of Fiduciaries: The Plan Administrator, the
members of the Board, and their assistants and representatives shall be free
from all liability for their acts and conduct in the administration of the Plan
except for acts of willful misconduct; provided, however, that the foregoing
shall not relieve any of them from any liability for any responsibility,
obligation or duty they may have pursuant to ERISA or the Code.
14.13. Indemnity by Employer: In the event of and to the extent not
insured against by any insurance company pursuant to provisions of any
applicable insurance policy, the Employer indemnify and hold harmless, to the
extent permitted by law, any individual Trustee, the Plan Administrator, and
their assistants and
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representatives from any and all claims, demands, suits or proceedings
which may in connection with the Plan or Trust Agreement be brought by the
Employer's Employee, Participants or their Beneficiaries or legal
representatives, or by any other person, corporation, entity, government or
agency thereof; provided, however, that such indemnification shall not apply to
any such person for such person's acts of willful misconduct in connection with
the Plan or Trust Agreement.
14.14. Claims Procedure: Claims for benefits under the Plan shall be
filed with the Board. Written notice of the disposition of a claim will be
furnished to the claimant within ninety (90) days after the application is
filed. In addition, in the event the claim is denied, the Board shall:
(a) state the specific reason or reasons for the denial,
(b) provide specific reference to pertinent Plan provisions on
which the denial is based,
(c) provide a description of any additional material or
information necessary for the Participant or his representative to perfect the
claim and an explanation of why such material or information is necessary, and
(d) explain the Plank's claim review procedure as contained in
this Plan.
Any claimant who has been denied a benefit by the Board will be
entitled to request the Board to five further consideration to the claim by
filing with the Board a request for a hearing. The request, together with a
written statement of the reasons why the claimant believes the claim should be
allowed, must be filed with the Board within sixty (60) days after the claimant
receives written notification from the Board regarding the denial of the
claimant's claim. The Board will conduct a hearing within the next sixty (60)
days, at which time the claimant may be represented by an attorney or any other
representative of his or her choosing and at which time the claimant will have
an opportunity to submit written and oral evidence and arguments in support of
the claim. At the hearing (or prior thereto upon five (5) business days written
notice to the Board) the claimant or his or her representative will have an
opportunity to review all documents in the possession of the Board which are
pertinent to the claim at issue and its disallowance. Either the claimant or the
Board may cause a court reporter to attend the hearing and record the
proceedings, in which event a complete written transcript of the proceedings
will be furnished to both parties by the court reporter. The full expense of the
court reporter and transcripts will be borne by the party causing the court
reporter to attend the hearing. A final decision as to the allowance of the
claim will be made by the Board within sixty (60) days of the hearing (unless
there has been an extension of time due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant
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within the sixty (60) day period). The final decision will be written and will
include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based. There shall be no
appeal hereunder from such final decision of the Board, which shall be final and
binding upon the Union, each Employee involved, and the Employer.
ARTICLE XV.
GENERAL
15.1. Bonding: Every fiduciary, except a bank or an insurance company,
unless exempted by the Act and regulations thereunder, shall be bonded in an
amount not less than 10% of the amount of the funds such fiduciary hands;
provided, however, that the minimum bond shall be $1,000 and the maximum bond,
$500,000. The amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is not preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in ERISA Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Plan Administrator, be paid from the Trust Fund or by the Employer.
15.2. Action by the Employer: Whenever the Employer under the terms of
the Plan is permitted or required to do or perform any act or matter or thing,
it shall be done and performed by a person duly authorized by its legally
constituted authority.
15.3. Employment Rights: The Plan is not to be deemed to constitute a
contract of employment between the Employer and any Participant or to be a
consideration for, or an inducement or condition of, the employment of any
Participant or Employee. Nothing contained in the Plan is to be deemed
(a) to give any Participant the right to be retained in the
service of the Employer,
(b) to interfere with the right of the Employer to discharge any
Participant at any time,
(c) to give the Employer the right to require any Employee to
remain in its employ, or
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(d) to affect any Employee's right to terminate employment at any
time.
15.4. Alienation: Subject to the exceptions provided below, no benefit
payable out of the Trust Fund to any person (including a Participant or the
Participant's Beneficiary) is to 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, or
charge will be void. Further, no such benefit shall in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements, or torts of any
such person, nor shall it be subject to attachment or legal process for or
against such person.
This provision will not apply to the extent a Participant or
Beneficiary is indebted to the Plan, for any reason, under any provision of the
Plan.
This provision will not apply to the extent of a "Qualified Domestic
Relations Order" defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Plan Administrator under the
provisions of the Retirement Equity Act of 1984.
15.5. Governing Law: This Plan will be construed and enforced
according to ERISA and, the laws of the state in which the Employer has its
principal office, other than its laws respecting choice of law, to the extent
not preempted by ERISA.
15.6. Conformity to Applicable Law: It is the intention of the
Employer that the Plan, and the trust established by the Employer to implement
the Plan, be in compliance with the provisions of Sections 401 and 501 of the
Code and the requirements of ERISA, and the corresponding provisions of any
subsequent laws, and the provisions of the Plan shall be construed to effectuate
such intention.
15.7. Usage: Any term used herein in the singular or plural or in the
masculine, feminine or neuter form will be construed in the singular or plural,
or in the masculine, feminine or neuter form as proper reading requires.
15.8. Legal Action: In the event any claim, suit, or proceeding is
brought regarding the Plan or Trust for the Plan established hereunder to which
the Trustee or the Plan Administrator may be a party, and the claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they will
be entitled to reimbursement from the trust Fund for any and all costs,
attorneys' fees, and other expenses pertaining thereto incurred by them for
which they will have become liable.
15.9. Exclusive Benefit: Except as provided below and otherwise
specifically permitted by law, the Trust Fund maintained pursuant to the Plan
may not
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be diverted to or used for other than the exclusive benefit of the Participants,
retired Participants or their Beneficiaries.
15.10. Prohibition Against Diversion of Funds: Except as provided
below and otherwise specifically permitted herein or by law, it shall be
impossible by operation of the Plan by power of revocation or amendment, by the
happenings of any contingency, by collateral arrangement or by any other means,
for any part of the corpus or income of any fund maintained pursuant to the Plan
or any funds contributed thereto to be used for, or diverted to, purposes other
than the exclusive benefit of former or current Participants, retired
Participants, or their Beneficiaries.
15.11. Return of Contribution: Employer contributions to the fund
shall be irrevocable except as provided below:
(a) In the event the Employer makes an excessive contribution
because of a mistake of fact (pursuant to Section 403(c)(2)(A) of ERISA), the
Employer may demand repayment of such excessive contribution at any time within
one year following the time of payment and the Trustee thereupon will return the
excessive amount to the Employer within the one-year period. Earnings of the
Plan attributable to the excess contribution will not be returned to the
Employer but any losses attributable thereto will reduce the amount so returned.
(b) In the event the Plan receives an adverse determination from
the Commissioner of the Internal Revenue with respect to its initial
qualification, any contribution made incident to the initial qualification by
the Employer may be returned to the Employer within one-year after such
determination, provided the application for the determination is made by the
time prescribed by law for filing the Employer's return for the taxable year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Notwithstanding any provisions of the Plan to the contrary,
all contributions by the Employer are conditioned upon the deductibility of the
contributions by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee must return the contribution within one year following the
disallowance. Earnings of the Plan attributable to the contribution for which
such deduction is disallowed may not be returned to the Employer, but any losses
attributable thereto must reduce the amount so returned.
15.12. Employer's Protective Clause: Neither the Employer nor the
Trustee, nor their successors, will be responsible for the validity of any
insurance or annuity contract issued hereunder or for the failure on the part of
the insurer to make
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payments provided by any contract, or for the action of any person which may
delay payment or render a contract null and void or unenforceable in whole or in
part.
15.13. Insurer's Protective Clause: Any insurer who will issue
contracts hereunder will not have any responsibility for the validity of this
Plan or for the tax or legal aspects of this Plan. The insurer will be protected
and held harmless in acting in accordance with any written direction of the
Trustee, and will have no duty to see to the application of any funds paid to
the Trustee, nor will be required to question any actions directed by the
Trustee.
15.14. Receipt and Release for Payments: Any payment to a Participant,
a Participant's legal representative or Beneficiary, or to any guardian
appointed for the Participant or Beneficiary will, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require the Participant, legal representative or Beneficiary
or guardian, as a condition precedent to such payment, to execute a receipt and
release thereof in such form as determined by the Trustee or Employer.
15.15. Headings: The headings and subheadings of this Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.
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ARTICLE XVI.
DEFINITIONS
For purposes of the Plan, the following words and phrases will have
the following meanings unless as different meaning is expressly stated.
16.1. Accrued Benefit: The Retirement Benefit payable at Normal
Retirement Age determined pursuant to Section 4.1 hereof accrued as of any date.
Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued Benefit
provided pursuant to the Section entitled "Minimum Benefit for Top-Heavy Plan.
16.2. Actuarial Equivalent: The conversion to a form of benefit
differing in time, period, or manner of payment from the specific benefit
provided under the Article herein entitled "Plan Benefits" accomplished by
applying the actuarial assumptions set forth in Schedule A attached hereto and
made a part hereof.
16.3. Affiliated Employer: The Employer and any corporation which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under common control (as defined in Code Section 414(c)) with the
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).
16.4. Aggregation Group: Either a Required Aggregation Group or a
Permissive Aggregation Group.
(a) Required Aggregation Group: The group of plans consisting of
the following, which are required to be aggregated:
(1) all the plans of the Employer in which a Key Employee is
a Participant during the Plan Year containing the Determination Date or any of
the preceding four Plan Years; and
(2) any other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Section
401(a)(4) or 410.
If the Required Aggregation Group is a Top-Heavy Group, all
plans in the Required Aggregation Group in which the Determination Dates fall
within the same calendar year will be considered Top-Heavy Plans. If the
Required Aggregation is not a Top-Heavy Group, no plan in the Required
Aggregation Group will be considered a Top-Heavy Plan.
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(b) Permissive Aggregation Group: The group of plans consisting
of the following:
(1) the Required Aggregation Group; and
(2) any plan not in the Required Aggregation Group which the
Employer wishes to treat as being aggregated with the Required Aggregation
Group, provided that the resulting group, taken as a whole, would continue to
satisfy the provisions of Code Sections 401(a) and 410.
If the Permissive Aggregation Group is a Top-Heavy Group,
only those plans which are part of the Required Aggregation Group and in which
the Determination Dates fall within the same calendar year will be considered
Top-Heavy Plans. If the Permissive Aggregation Group is not a Top-Heavy Group,
then no plan in the Permissive Aggregation Group will be considered a Top-Heavy
Plan.
(c) Any terminated plan maintained by the Employer within the
last five Plan Years ending on the Determination Date will be included in
determining the Aggregation Group.
16.5. Anniversary Date: The first day of the Plan Year.
16.6. Annual Benefit: The benefit payable annually under the terms of
the Plan (exclusive of any benefit not required to be considered for purposes of
applying the limitations of Code Section 415 to the Plan) payable in the form of
a Straight Life Annuity with no ancillary benefits. If the benefit under the
Plan is payable in any other form, the Annual Benefit shall be adjusted to be
the Actuarial Equivalent of a Straight Life Annuity.
16.7. Annuity: A single premium annuity contract or an annuity under a
group annuity contract purchased by the Trustee on behalf of a Participant or
Beneficiary from an insurance company for purposes of providing the benefits
payable under the terms of the Plan.
16.8. Annuity Starting Date: The first day of the first period for
which an amount is paid as an annuity or, in the case of a benefit not payable
in the form of an annuity, the first day on which all events have occurred that
entitles the Participant to such benefit. In the case of a deferred annuity, the
Annuity Starting Date shall be the date on which the annuity payments are
scheduled to commence.
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16.9. Beneficiary: The Participant's Spouse.
16.10. Board: The Board of Administration established pursuant to
Section 14.3 hereof as from time to time comprised.
16.11. Break in Service:
For all purposes, a 12-consecutive month period (computation period)
during which the Participant does not complete more than 500 Hours of Service
with the Employer.
The computation period shall be the Plan Year unless a different
computation period is expressly stated.
16.12. Code: The Internal Revenue Code of 1986, including any
amendments thereto.
16.13. Compensation: For purposes of determining the top-heavy minimum
benefit and the Maximum Annual Benefit, the total earnings paid to an Employee
while in the Eligible Class, including overtime, commissions, bonuses, and any
other extra taxable remuneration earned by a Participant from the Employer
during the Limitation Year, which is required to be reported as wages on the
Participant's Form W-2 for income tax purposes.
Compensation will be determined over the period of Plan participation
during the Plan Year, as provided in Section 1.401(a)(4)-12 of the Regulations.
Compensation shall also include any amount which is contributed by the
Employer pursuant to a salary reduction agreement under Code Section 401(k),
Section 402(e)(3) and Section 402(h), a simplified employee pension plan under
Code Section 408(k), a cafeteria plan under Code Section 125 or a tax-deferred
annuity under Code Section 403(b).
For years beginning after December 31, 1988, the Compensation of each
Participant which may be taken into account for determining all benefits
provided under the Plan for any Plan Year will not exceed $200,000, as adjusted
under Code Section 415(d) of the Code, except that the dollar increase in effect
on January 1 of any calendar year is effective for years beginning in such
calendar year and the first adjustment to the $200,000 limitation is effective
on January 1, 1990.
Notwithstanding the foregoing, for Plan Years beginning after December
31, 1993, the Compensation of each Participant which may be taken into account
under the Plan will not exceed $150,000, except as adjusted as follows. For any
Plan Year beginning after December 31, 1994, such $150,000 annual compensation
limit shall be
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adjusted as provided under Code Section 415(d), except that such adjustments
shall only be made in increments of $10,000, rounded down to the next lowest
multiple of $10,000. Notwithstanding the foregoing, if the Plan is maintained
pursuant to one or more collective bargaining agreements ratified before August
10, 1993, the above provision limiting Compensation of $150,000 shall not apply
to contributions made or benefits accrued pursuant to such collective bargaining
agreements for Plan Years beginning before the earlier of:
(1) January 1, 1997, or
(2) the latest of
(a) January 1, 1994, or
(b) the date on which the last of such collective
bargaining agreements terminates, without regard to any extension, amendment, or
modification made on or after August 10, 1993.
If the period for determining compensation used in calculating an
Employee's allocation for a determination period is a short plan year (i.e.
shorter than 12 months), the annual compensation limit is an amount equal to the
otherwise applicable annual compensation limit multiplied by the fraction, the
numerator of which is the number of months in the short plan year, and the
denominator of which is 12. In determining the compensation of a Participant for
purposes of this limitation, the rules of section 414(q)(6) of the Code shall
apply except in applying such rules, the term Family Member shall include only
the Spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the Plan Year. If, as a result of
the application of such rules the adjusted $200,000 limitation is exceeded, then
(except for purposes of determining the portion of compensation up to the
integration level if this plan provides for permitted disparity), the limitation
shall be prorated among the affected individuals in proportion to each such
individual's compensation as determined under this Section prior to the
application of this limitation or, the limitation shall be adjusted in
accordance with any other method permitted by Regulation.
If compensation for any prior determination period is taken into
account in determining an Employee's benefit for the current determination
period, the compensation for such prior year is subject to the applicable annual
compensation limit in effect for that prior year. For this purpose, for years
beginning before January 1, 1990, the applicable annual compensation limit is
$200,000.
For purposes of applying the limitation of Code Section 415, "Code
Section 415 Compensation" will include the Participant's wages, salaries, fees
for professional service and other amounts for personal services actually
rendered in the
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course of employment with an Employer maintaining the Plan (including, but not
limited to, commissions paid to salesmen, compensation for services on the basis
of a percentage of profits, commissions on insurance premiums, tips and bonuses
and, in the case of a Participant who is an Employee within the meaning of Code
Section 401(c)(1) and the Regulations thereunder, the Participant's Earned
Income (as described in Code Section 401(c)(2) and the Regulations thereunder))
paid during the Limitation Year. "415 Compensation" will exclude:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for the taxable year in
which contributed, or Employer contributions under a simplified employee pension
plan to the extent such contributions are deductible by the Employee, or any
distributions from a plan of deferred compensation;
(b) Amounts realized form the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the Employee either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity described in Section 403(b) of the
Internal Revenue Code (whether or not the amounts are actually excludible from
the gross income of the Employee).
For purposes of applying the limitations of Code Section 415,
"415 Compensation" for a Limitation Year is the compensation actually paid or
includible in gross income during such Limitation Year.
16.14. Controlled Group: Any group of business entities under common
control, including but not limited to proprietorships and partnerships, or a
controlled group of corporations within the meaning of Code Sections 414(b), (c)
and (d).
16.15. Determination Date: For any Plan Year subsequent to the first
Plan Year, the last day of the preceding Plan Year. For the first Plan Year, the
last day of that Plan Year.
16.16. Direct Rollover: A direct rollover is a payment by the Plan to
an Eligible Retirement Plan specified by the Distributee.
16.17. Disability: An Employee shall be deemed to be totally and
permanently disabled when, on the basis of satisfactory medical evidence, he or
she is
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found to be totally and presumably permanently prevented from engaging in
gainful occupation or employment for wage or profit as a result of a physical or
mental condition either occupational or nonoccupational in cause.
16.18. Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's former Spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section 414(p) of the
Code, are Distributees with regard to the interest of the Spouse or former
Spouse.
16.19. Earliest Retirement Date: The earliest date on which the
Participant could elect to receive retirement benefits under the Plan.
16.20. Early Retirement Age: The age at which a Participant shall have
(a) attained age sixty (60) and completed ten (10) years of
Eligibility Service, or
(b) effective November 1, 1987, attained age fifty-eight (58) and
completed thirty Years of Accrual Service, or
(c) effective November 1, 1988, attained age fifty-five (55) and
completed thirty (30) Years of Accrual Service.
16.21. Early Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Early Retirement Age on
which the Participant elects to begin receiving his retirement benefits
hereunder.
16.22. Eligible Class: Employees at a participating division or
location of Amphenol Aerospace Operations employed on an hourly basis, including
hourly rated persons on incentive pay plans, who come within the scope of the
collective bargaining agreement between the Employer and the Participating Unit.
Without limitation, Amphenol Backplane Systems is not a participating division
or location of Amphenol Aerospace Operations.
16.23. Eligible for an Unreduced Social Security Benefit: Attainment
of the qualifying age for unreduced benefits by reason of age under the Federal
Social Security Act or eligibility for a disability insurance benefit under such
Act, whichever occurs first. A person shall be considered as eligible for
benefits under such Act even though he does not qualify for or loses such
benefits through failure to make application therefor, entering into covered
employment or other act or failure to act.
16.24. Eligible Retirement Plan: An individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the
Code, that accepts the Distributee's
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Eligible Rollover Distribution. However, in the case of an Eligible Rollover
Distribution to the surviving Spouse, an Eligible Retirement Plan is only an
individual retirement account or individual retirement annuity.
16.25. Eligible Rollover Distribution: Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an eligible
rollover distribution does not include: any distribution that is one of a series
of substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten (10) years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Internal Revenue Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
16.26. Employee: Any person in the employ of the Employer or of any
other employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, excluding any person who is an independent
contractor.
The term Employee will also include any Leased Employee deemed to be
an Employee of any employer described in the previous paragraph as provided in
Sections 414(n) or (o) of the Code.
16.27. Employer: Amphenol Corporation, any successor which will
maintain this Plan and any predecessor which has maintained this Plan, including
the Bendix Corporation (prior to April 1, 1985) and Allied Corporation (as
successor to the Bendix Corporation which merged into it on or about April 1,
1985). The Employer is a Corporation, with principal offices in the State of
Connecticut.
16.28. Employment Commencement Date: The date the Employee first
performs an Hour of Service for the Employer.
16.29. ERISA: The Employee Retirement Income Act of 1974, as it may
from time to time be amended or supplemented.
16.30. Family Member: The Employee's Spouse, any of the Employee's
lineal descendents and ascendants and the spouses of the Employee's lineal
descendents and ascendants, all as described in Code Section 414(q)(6)(B).
16.31. Fiscal Year: The Employer's accounting year of 12 months
commencing on January 1 of each year and ending the following December 31.
16.32. Forfeiture: That portion of a Participant's Accrued Benefit
that is not vested, and occurs on the earlier of:
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(a) the distribution of the retiree vested portion of a
Participant's Accrued Benefit; or
(b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive 1-Year Breaks in Service.
Furthermore, for purposes of paragraph (a) above, in the case of a
Participant who has terminated employment with the Employer, and whose vested
Accrued Benefit is zero, such Participant shall be deemed to have received a
distribution of his vested Accrued Benefit upon his termination of employment.
In addition, the term Forfeiture shall also include amounts deemed to be
Forfeitures pursuant to any other provision of this Plan.
16.33. Highly Compensated Employee: An Employee who, on the snapshot
day:
(a) is a five percent (5%) owner (as defined in the definition of
"Key Employee");
(b) received Compensation from the Employer in excess of the
amounts set forth in Code Section 414(q)(1)(B) (as adjusted pursuant to Section
415(d) of the Code);
(c) received Compensation from the Employer in excess of the
amount set forth in Code Section 414(q)(1)(C) and was a member of the Top-Paid
Group; or
(d) was an officer of the Employer described in Code Section
414(q)(1)(D).
If the determination on Employee's status as a Highly Compensated
Employee is made earlier than the last day of the Plan Year, Compensation shall
be projected for the Plan Year under a reasonable method established by the
Employer.
In the event there are Employees not employed on the snapshot day that
are taken into account for purposes of the "nondiscrimination requirements"
identified in Rev. Proc. 93-42, the term Highly Compensated Employee shall
include any eligible Employee for the Plan Year who:
(a) terminated employment prior to the snapshop day and was a
Highly Compensated Employee in the prior year;
(b) terminated prior to the snapshop day and
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(i) was a five percent (5%) owner;
(ii) has Compensation for the Plan Year greater than or equal
to the projected Compensation of any Employee who is treated as a Highly
Compensated Employee on the snapshop day (except for Employees who are Highly
Compensated Employees solely because they are five percent (5%) owners or
officers); or
(iii) is an officer and has Compensation greater than or
equal to the projected Compensation of any other officer who is a Highly
Compensated Employee on the snapshot day solely because that person is an
officer.
In applying the above method in determining Highly Compensated
Employees, the terms and provisions of Regulation Section 1.414(q)-IT shall
apply to the extent that they are not inconsistent with the methods specifically
provided above and in Rev. Proc. 93-42.
16.34. Highly Compensated Participant: A Highly Compensated Employee
who has satisfied the eligibility requirements and is participating in the Plan.
16.35. Hour of Service:
(1) Each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer. These hours will be
credited to the Employee for the computation period in which the duties are
performed.
(2) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
Disability), layoff, jury duty, military duty or leave of absence, during the
applicable computation period. Notwithstanding the above,
(a) no more than 501 Hours of Service shall be credited to an
Employee an account of any single continuous period during which the Employee
performs no duties (whether or not such period occurs in a single computation
period);
(b) an hour for which an Employee is directly or indirectly
paid, or entitled to payment, on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
worker's compensation, or unemployment compensation or disability insurance
laws; and
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(c) Hours of Service shall not be credited for a payment
which solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.
For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.
(3) Each hour for which an Employee if otherwise is otherwise
credited as being compensated under the modifications hereinafter set forth in
the definition of "Year of Accrual Service."
(4) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer. The same Hours of
Service will not be credited under more than one of paragraphs (1), (2) and (3)
and under this paragraph (4). These hours will be credited to the Employee for
the computation period or periods to which the award or agreement pertains
rather than the computation period in which the award, agreement or payment is
made.
Hours of Service will be credited for employment with other
members of an affiliated service group (under Code Section 414(m)), a controlled
group of corporations (under Code Section 414(b)), or a group of trades or
businesses under common control (under Code Section 414(c) of which the adopting
Employer is a member, and any other entity required to be aggregated with the
Employer pursuant to Code Section 414(o) and the Regulations thereunder.
Hours of Service will also be credited for any individual
considered an Employee for purposes of this Plan under Code Section 414(n) or
Code Section 414(o) and the Regulations thereunder.
The provisions of Department of Labor Regulations 2530.200b-2(b) and
(c) are incorporated herein by reference.
Solely for purposes of determining whether a Break in Service for
eligibility or vesting purposes has occurred in a computation period, an
individual who is absent from work for maternity or paternity reasons will
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, either (8) Hours of Service per day of such absence. For
purposes of this paragraph, an absence from work for maternity or paternity
reasons means an absence
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(1) by reason of the pregnancy of the individual,
(2) by reason of a birth of a child of the individual,
(3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or
(4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.
The Hours of Service credited under this paragraph will be
credited (i) in the computation period in which the absence begins if the
crediting is necessary to prevent a Break in Service in that period, or (ii) in
all other cases, in the following computation period.
Solely to determine whether a one Year Break in Service has
occurred for eligibility or vesting purposes for an Employee who is absent on
maternity or paternity leave, a Break in Service will not be deemed to occur
until the second anniversary of the first day of the maternity or paternity
leave. The period between the first and second anniversaries of the maternity or
paternity leave neither counts as a Break in Service nor as a Year of Service.
Service will be determined on the basis of actual hours for which an
Employee is paid or entitled to payment.
An Employee on an approved leave of absence for union business or an
Employee on an approved disability leave of absence shall not cease to be an
active Employee until the conclusion of the approved leave.
16.36. Inactive Participant: A former active Participant who has an
Accrued Benefit.
16.36A. Joint and Survivor Annuity: An annuity for the life of the
Participant and continuing with a survivor annuity for the life of the Spouse of
the Participant equal to a specified percentage of the amount payable to the
Participant prior to his or her death.
16.37. Key Employee: An Employee who, at any time during the Plan Year
or any of the four preceding Plan Years, is
(a) an officer of the Employer having Compensation greater than
fifty percent (50%) of the amount in effect under Section 415(b)(1)(A) of the
Code for any Plan Year;
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(b) one of the ten (10) Employees having Compensation from the
Employer of more than the limitation in effect under Section 415(c)(1)(A) of the
Code and owning (or considered as owning within the meaning of Code Section 318)
the largest interests in the Employer;
(c) a five percent (5%) owner of the Employer. "Five percent (5%)
owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer, or in the case of an unincorporated
business, any person who owns more than five percent (5%) of the capital or
profits interest in the Employer; or
(d) a one percent (1%) owner of the Employer having Compensation
from the Employer of more than $150,000. "One percent (1%) owner" means any
person who owns (or is considered as owning within the meaning of Code Section
318) more than one percent (1%) of the outstanding stock of the Employer or
stock possessing more than one percent (1%) of the total combined voting power
of all Stock of the Employer, or in the case of an unincorporated business, any
person who owns more than one percent (1%) of the capital or profits interest in
the Employer.
For purposes of paragraph (a), no more than the lesser of (i) fifty
Employees, or (ii) the greater of ten percent (10%) of the Employees or three
Employees will be treated as officers. For purposes of paragraph (b), if two
Employees have the same interest in the Employer, the Employee having greater
Compensation from the Employer will be treated as having a larger interest. Such
term will not include any officer or Employee of an entity referred to in
Section 414(d) of the Code (relating to governmental plans). For purposes of
determining the number of officers taken into account under paragraph (a),
Employees described in Section 414(q)(8) of the Code will be excluded.
16.38. Late Retirement Date: The first day of the month selected by a
Participant for commencement of retirement benefits which follows a
Participant's Normal Retirement Date and is no later than the first day of the
month coinciding with (immediately following, if none coincides with) the date
the Participant ceases to be an Employee.
16.39. Leased Employee: Any person (other than an Employee of the
Employer) who pursuant to an agreement between the Employer and any other person
("leasing organization") has performed for the Employer (or for the Employer and
related persons determined in accordance with Section 414(n)(6) of the Code)
services of a type historically performed by employees in the business field of
the Employer on a substantially full-time basis for a period of at least one
year. Contributions or
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<Page>
benefits provided a Leased Employee by the leasing organization which are
attributable to services performed for the Employer will be treated as provided
by the Employer.
A Leased Employee will not be considered an Employee of the Employer
if:
(a) such Leased Employee is covered by a money purchase pension
plan providing:
(1) a nonintegrated employer contribution rate of at least
ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction agreement which
are excludable from the employee's gross income under Section 125, Section
402(e)(3), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and
(3) full and immediate vesting; and
(b) Leased Employees do not constitute more than twenty percent
(20%) of the Employer's Non-Highly Compensated Employees.
16.40. Limitation Year: The Plan Year.
16.41. Non-Highly Compensated Employee: Any Employee who is not a
Highly Compensated Employee.
16.42. Non-Key Employee: Any Employee who is not a Key Employee.
16.43. Normal Form of Benefit: A Straight Life Annuity.
16.44. Normal Retirement Age: Age Sixty-five (65).
16.45. Normal Retirement Date: The first day of the month coinciding
with or next following a Participant's attainment of Normal Retirement Age.
16.46. Participant: Any Employee who has satisfied the eligibility
requirements and is participating in the Plan.
16.47. Participating Employer: Any corporation or entity, other than
the Employer, whether an affiliate or subsidiary of the Employer or not, who,
with the consent of the Employer and the Trustee, adopts the Plan and all of the
provisions hereof by a properly executed document evidencing said intent of such
Participating Employer.
-75- Exhibit H
<Page>
16.48. Participating Unit: A bargaining unit, or other specific
classification of Employees, designated as participating in the Plan by the
Employer. The Employer has designated the Employees represented by Sidney Lodge
No. 1529 of International Association of Machinists and Aerospace Workers
(AFL-CIO) as a Participating Unit.
16.49. Period of Military Duty: The period of time from the date the
Employee was first absent from active work for the Employer because of duty in
the armed forces of the United States to the date the Employee was re-employed
by the Employer at a time when the Employee had a right to re-employment in
accordance with seniority rights as protected under Section 2021 through 2026 of
Title 38 of the U.S. Code.
16.50. Period of Service: The aggregate of all time period(s)
commencing with the Employee's Employment Commencement Date and ending on the
date a Break in Service begins.
16.51. Plan: Allied Corporation, as successor to The Bendix
Corporation, which merged into it on or about April 1, 1985, established the
Allied Corporation Pension Plan for Hourly Employees (the "Allied Plan") for
certain of employees.
Effective January 1, 1987, assets and liabilities of the Allied Plan
related to active hourly employees, former hourly employees eligible for or
receiving a deferred vested pension, and retired hourly employees at Sidney, New
York were spun off to this Plan, the Employer's qualified retirement plan as set
forth in this document, and as hereafter amended, known as the "Pension Plan for
Hourly Employees of the Sidney Division, Amphenol Corporation."
16.52. Plan Administrator: The Employer or such persons or entities
designated by the Employer to administer the Plan on behalf of the Employer. The
Plan Administrator shall be a named "fiduciary", as referred to in Section
402(a) of ERISA, with respect to the management, operation and administration of
the Plan.
16.53. Plan Year: The 12-consecutive month period designated by the
Employer beginning January 1 of each year and ending the following December 31.
16.54. Predecessor Employer: A firm absorbed by the Employer by change
of name, merger, acquisition or a change of corporate status, or a firm of which
the Employer was once a part.
-76- Exhibit H
<Page>
16.55. Present Value of Accrued Benefit: The lump sum value of a
Participant's Accrued Benefit at a valuation date, calculated by reference to
the actuarial assumptions set forth in Schedule A hereof.
16.56. Qualified Domestic Relations Order: A signed domestic relations
order issued by a state court which creates, recognizes or assigns to an
alternate payee(s) the right to receive all or part of a Participant's Accrued
Benefit and which meets the requirements of Code Section 414(p).
16.57. Qualified Joint and Survivor Annuity: An annuity for the life
of the Participant with a survivor annuity for the life of the Participant's
Spouse equal to fifty-five percent (55%) of the amount of the annuity payable
during the joint lives of the Participant and the Participant's Spouse, and
which is the Actuarial Equivalent of the Normal Form of Benefit, or if greater,
any optional form of benefit.
16.58. Qualified Pre-Retirement Survivor Annuity: An annuity form of
payment for the life of the surviving Spouse of the Participant who dies prior
to his Annuity Starting Date in an amount equal to the benefit that would have
been payable if the Participant had:
(a) separated from service on the date of death (or date of
separation from service, if earlier),
(b) survived to the Earliest Retirement Age,
(c) retired as of the Earliest Retirement Age with an immediate
Qualified Joint and survivor Annuity, and
(d) died on the day after the Earliest Retirement Age.
In the event the value of the Qualified Pre-Retirement Survivor
Annuity does not exceed $3,500 at the time it becomes payable, the Spouse will
receive a single sum distribution in cash or property of the value of the
Qualified Pre-Retirement Survivor Annuity.
16.59. Re-employment Commencement Date: The date the Employee is first
credited with an Hour of Service for performing duties following a Break in
Service.
16.60. Re-entry Date: The date an Inactive Participant re-enters the
Plan.
16.61. Regulation: Income tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.
-77- Exhibit H
<Page>
16.62. Retirement: Termination of employment while in the Eligible
Class:
(a) after the Participant attains Normal Retirement Age,
(b) after the Participant attains Early Retirement Age, or
(c) due to Disability.
16.63. Social Security Retirement Age: The age used as the retirement
age under Section 216(1) of the Social Security Act, except that such Section
shall be applied without regard to the age increase factor and as if the early
retirement age under Section 216(1)(2) of such Act were 62.
16.64. Spouse: The legal husband or wife or surviving husband or wife
of the Participant who is married to, and not legally separated or divorced from
the Participant, provided that a person who was formerly legally married to a
Participant will be treated as the Spouse or surviving Spouse and a person who
is currently legally married to a Participant will not be treated as the Spouse
or surviving Spouse to the extent provided under a Qualified Domestic Relations
Order.
16.65. Straight Life Annuity: An annuity payable in equal installments
for the life of the Participant that terminates upon the Participant's death.
16.66. Super Top-Heavy Plan: This Plan for any Plan Year in which, as
of the Determination Date, "90%" were substituted for "60%" where it appears in
the definition of "Top-Heavy Plan".
16.67. Top-Heavy Group: Any Aggregation Group for which the sum as of
the Determination Date of
(a) the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group, and
(b) the aggregate of the accrued benefit of Key Employees under
all defined contribution plans in the Aggregation Group, exceeds sixty percent
(60%) of the similar sum determined for all Employees.
16.68. Top-Heavy Plan: This Plan for any Plan Year in which, as of the
Determination Date, the sum of:
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<Page>
(a) the Accrued Benefits of Key Employees under this Plan and any
other defined benefit plan of the Employer which is included with this Plan in
an Aggregation Group, plus
(b) the present value of the cumulative accrued benefits for Key
Employees under any defined contribution pension plan of Employer which is
included with this Plan in an Aggregation Group, exceeds sixty percent (60%) of
a similar sum determined for all Key Employees and Non-Key Employees.
To the extent required by Code Section 416(g)(3), distributions
from such plans during the five-year period ending on the Determination Date
will be added to said Accrued Benefits and said aggregate of present values of
the cumulative accrued benefits (both for Key Employees and all Key Employees
and Non-Key Employees).
For purposes of this Section and to the extent required by Code
Section 416(g)(4)(A) and (B), rollover contributions or similar transfers
initiated by an Employee and made after December 31, 1983, and benefits and
accounts of an Employee who was a Key Employee but who will have ceased to be a
Key Employee will not be taken into account for purposes of determining whether
the Plan is a Top-Heavy Plan.
To the extent required by Code Section 416(g)(4)(E), if an
Employee has not performed services for the Employer at any time during the five
(5) year period ending on the Determination Date, any Accrued Benefits and
present value of cumulative accrued benefits for such Employee will not be taken
into account in determining whether the Plan is a Top-Heavy Plan.
16.69. Top-Heavy Ratio:
(a) If the Employer maintains one or more defined contribution
plans (including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which during the
5-year period ending on the Determination Date(s) has or has had any accrued
benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or plans for all Key
Employees, and the present value of accrued benefits under the aggregated
defined benefit plan or plans for all Key Employees as of the Determination
Date(s), and the denominator of which is the sum of the account balances under
the aggregated defined contribution plan or plans for all participants, and the
present value of accrued benefits under the defined benefit plan or plans for
all participants as of the Determination Date(s), all determined in accordance
with Section 416 of the Code and the Regulations thereunder. The accrued
benefits under a defined benefit plan in both the numerator and denominator of
the Top-Heavy
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<Page>
Ratio are increased for any distribution of an accrued benefit made in the
5-year period ending on the Determination Date.
(b) For purposes of paragraph (a) above the value of account
balances and the Present Value of Accrued Benefits will be determined as of the
most recent Valuation Date that falls within or ends with the 12-month period
ending on the Determination Date, except as provided in Section 416 of the Code
and the Regulations thereunder for the first and second plan years of a defined
benefit plan. The account balances and accrued benefits of a Participant (1) who
is not a Key Employee but who was a Key Employee in a prior year, or (2) who has
not been credited with at least one Hour of Service with any Employer
maintaining the Plan at any time during the 5-year period ending on the
Determination Date will be disregarded. The calculation of the Top-Heavy Ratio,
and the extent to which distributions, rollovers, and transfers are taken into
account will be made in accordance with Section 416 of the Code and the
Regulations thereunder. Deductible Employee contributions will not be taken into
account for purposes of computing the Top-Heavy Ratio. When aggregating plans
the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year.
The accrued benefit of a Participant other than a Key Employee shall
be determined under (a) the method, if any, that uniformly applied for accrual
purposes under all defined benefit plans maintained by the Employer, or (b) if
there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional rule of Section 411(b)(1(C)
of the Code.
16.70. Top-Paid Group: The group consisting of the top twenty percent
(20%) of Employees when ranked on the basis of Compensation paid during such
year. For purposes of determining the number of Employees in the group (but not
for purposes of determining who is in it), the following Employees will be
excluded:
(a) Employees who have not completed six (6) months of service
with the Employer.
(b) Employees who normally work for the Employer less than
seventeen and one-half (17 1/2) hours per week.
(c) Employees who normally do not work for the Employer more than
six (6) months during any Plan Year.
(d) Employees who have not attained age twenty-one (21).
(e) Employees included in a collective bargaining unit who are
covered by an agreement between Employee representatives and the Employer, where
retirement benefits were the subject of good faith bargaining, provided that
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<Page>
ninety percent (90%) or more of the Employer's Employees are covered by the
agreement.
(f) Employees who are nonresident aliens and who receive no
earned income which constitutes income from sources within the United States.
16.71. Trust Agreement: The instrument executed by the Employer and
the Trustee fixing the rights and liabilities of each with respect to holding
and administering Plan assets for the purposes of the Plan.
16.72. Trust Fund: The assets of the Plan as held and administered by
the Trustee.
16.73. Trustee: The trustees named in the Trust Agreement and their
successors.
16.74. Valuation Date: The Anniversary Date of the Plan or such other
date as agreed to by the Employer and the Trustee on which Participant Accrued
Benefits are revalued.
16.75. Year of Accrual Service: The sum of:
(a) The total of an Employee's Credited Service with the Employer
before December 1, 1950, determined according to the provisions of the Plan in
effect prior to the date hereof. Service prior to the date the Plan became
subject to the Employee Retirement Income Security Act of 1974 may be
disregarded if such service would have been disregarded in accordance with the
break in service rules of the Plan as in effect on the day before such date.
(b) The total of an Employee's Period of Service earned on and
after December 1, 1950, expressed as whole years and completed twelfths thereof.
One year of Accrual Service shall be credited each Plan Year during which the
Employee has received compensation for at least 1,700 hours of employment. For a
Plan Year in which the Employee has received compensation for less than 1,700
compensated hours, a proportionate credit shall be given to the nearest
one-twelfth (1/12th) of a year.
(c) The preceding definition of a Year of Accrual Service is
modified as follows:
(i) For the calendar year 1950, no more than one year of
Accrual Service will be credited in total, including credit for service prior to
December 1, 1950;
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(ii) For purposes of computing compensated hours under
subparagraph (b) above, each hour of employment shall be credited as one hour
although more than straight time pay may be received for it and where Employees
are compensated for holidays not worked credit shall be give for the number of
straight time hours paid for by the Employer.
(iii) For purposes of computing compensated hours under
subparagraph (b) above, Employees who are granted a scheduled vacation with pay
shall be credited with the number of hours of such scheduled vacation period. No
credit shall be permitted for compensation received in lieu of vacation.
(iv) On or after February 1, 1963, an Employee who shall be
absent from work because of occupational injury or disease incurred in the
course of such Employee's employment with the Employer as an Employee and on
account of such absence receives Workmen's Compensation while on an
Employer-approved leave of absence shall receive service credit based on forty
(40) hours per week during such absence, provided that no Employee shall receive
credit under this Section after such Employee has become entitled to a Normal
Retirement Benefit, an Early Retirement Benefit or a Disability Benefit
hereunder;
(v) On and after January 1, 1970, an Employee who has
seniority on or after that date and who accrues in any Plan Year thereafter less
than the total number of hours necessary for a full Year of Accrued Service
credit under the provisions of this Section shall receive service credit based
on forty (40) hours per week for the period of any absence during such year due
to layoff or Employer-approved sick leave, provided that the Employee shall have
received compensation during that year for at least 170 hours, and provided
further, that in no event shall the provisions of this subsection (v) permit a
duplication of service credit provided in any other Section of this Plan.
(vi) An Employee shall receive credit based on hours
occurring (x) in periods during which he shall have been engaged on the business
of, or working for, the local Union at his plant while on approved leave of
absence requested by such local Union, and (y) in periods during which he shall
have held a position on the staff of the International Union while on approved
leave of absence requested by the Union. The number of hours to be used under
this subsection (vi) shall be forty (40) hours per week during such leave.
(vii) An Employee who was or is absent from employment
because he left to enter into active service in the Armed Forces of the United
States while on an approved leave of absence and who was or is reinstated with
seniority credit under the collective bargaining agreement for the period of
such service shall be credited with forty (40) hours per week during such leave;
provided, however, that (x) Years of Accrual Service based on such hours for an
Employee entering
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<Page>
military service shall be limited to four (4) years, or such longer periods
during which he has reemployment rights pursuant to any Federal law, (y) the
Employee shall be reemployed in accordance with the terms of such leave of
absence and (z) the foregoing shall not apply to an Employee who retired or
otherwise incurred a break in his seniority subsequent to such reemployment.
(viii) Compensated hours shall include any hours of
employment for which back pay is awarded, irrespective of mitigation of damages,
and shall be credited to the period for which the award was granted if different
from the year paid.
(ix) An Employee who terminates employment with the Employer
on or after October 21, 1977 with at least ten years of seniority as of his
termination date with the Employer and who was absent from work because of
layoff due to a reduction in force during any calendar year after December 31,
1963 and before January 1, 1970, shall received credit for forty (40) hours per
week for each complete calendar week of such absence during which he had
seniority status under the applicable Collective Bargaining Agreement,
multiplied by a percentage as set forth in the following table:
<Table>
<Caption>
Employee's Length of
Seniority on Date of
TERMINATION PERCENTAGE
20 years or more 100
15 years but less than 20 years 75
10 years but less than 15 years 50
</Table>
provided that the Employee (x) shall have otherwise received less than a full
Year of Accrual Service for such year, (y) shall make proper written application
to the Employer at retirement or termination and (iii) shall not be credited
more than 1700 hours in any such calendar year; and provided further that there
shall be no duplication of Years of Accrual Service nor credit of more than one
year in respect of any calendar year by virtue of this Subsection.
16.76. Year of Eligibility Service. An Employer shall be credited with
one Year of Eligibility Service for each computation period in which such
Employee is credited with at least 1,000 Hours of Service. The Year of
Eligibility Service shall be credited as of the date the Hour of Service
requirement is met.
(a) Year of Eligibility Service is modified as follows:
(1) Service with Affiliated Employer. An Employee's service
with an Affiliated Employer shall be included as service with the Employer.
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<Page>
(2) In the event that the Years of Eligibility Service of an
Employee shall be less than the Years of Accrual Service on an Employee's
termination of employment, his Years of Eligibility Service shall be deemed
equal to his Years of Accrual Service.
The computation period shall be the Plan Year.
16.77. Year of Service: A twelve (12) consecutive month period
(computation period) during which the Employee completes at least One Thousand
(1,000) Hours of Service.
The computation period shall be the Plan Year for all purposes
unless a different computation period is expressly stated.
16.78. Year of Vesting Service: The Years of Vesting Service shall be
equivalent to the Years of Eligibility Service.
IN WITNESS WHEREOF, the PENSION PLAN FOR HOURLY EMPLOYEES OF THE
SIDNEY DIVISION, AMPHENOL CORPORATION is, by authority of its Board of
Directors, adopted on the day and year first above written.
AMPHENOL CORPORATION
By
---------------------------
ATTEST:
- ------------------------------------
Edward C. Wetmore
Secretary
-84- Exhibit H
<Page>
SCHEDULE A
For purposes of determining the optional form of benefit that is actuarially
equivalent to the normal form of benefit, the following factors shall be used:
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Joint & Survivor with Continuation to 90% of Normal Form of Benefit, adjusted
Joint Annuitant at 55% if the Participant and the Joint Annuitant
are not the same age.
Ages are determined as the age at his/her
birthday nearest the date of benefit
commencement.
For each year that the age of the Joint
Annuitant exceeds the age of the Participant,
the percentage is increased by 1% point,
except that the percentage shall not
exceed 100%.
For each year that the age of the Participant
exceeds the age of the Joint Annuitant, the
percentage is decreased by 1/2% point.
Joint and Survivor with Continuation to Joint 91% of Normal Form of Benefit, adjusted as
Annuitant at 50% indicated below if the difference between the
Participant's age and the Joint Annuitant's
age exceeds three years.
Joint and Survivor with Continuation to Joint 87% of Normal Form of Benefit, adjusted as
Annuitant at 66-2/3% indicated below if the difference between the
Participant's age and the Joint Annuitant's
age exceeds three years.
Joint and Survivor with Continuation to Joint 81% of Normal Form of Benefit, adjusted as
Annuitant at 100% indicated below if the difference between the
Participant's age and the Joint Annuitant's
age exceeds three years.
</Table>
-1- Exhibit H
<Page>
<Table>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Adjustment to Joint & Survivor Factors Ages are determined as the age at his/her
birthday nearest the date of benefit
commencement.
For each year that the age of the Joint
Annuitant exceeds the age of the Participant
plus three years, the percentage is increased
by 1% point for the 50% option and 1% point for
the 66-2/3% and 100% options, except that
percentage shall not exceed 100%.
For each year that the age of the Participant
exceeds the age of the Joint Annuitant plus
three years, the percentage is decreased
by 1% point for the 50% option and 1% point for
the 66-2/3% and 100% option.
</Table>
For Plan Years beginning before December 31, 1997, for the determination of lump
sums, the following assumptions shall be used:
<Table>
<Caption>
OPTIONAL FORM OF BENEFIT ADJUSTMENT FACTOR
Mortality 1984 Unisex Pension Mortality Table with no
age set back.
Interest The Pension Benefit Guaranty Corporation
interest rates which are in effect as of the
first day of the plan year in which the
distribution occurs and which are used for the
purpose of determining the present value of a
lump sum distribution on plan termination.
</Table>
For Plan Years beginning after December 31, 1997, the mortality table and the
interest rate used for the purposes of determining an Actuarial Equivalent
amount (other than non-decreasing life annuities payable for a period not less
than the life of a Participant, or, in the case of a Qualified Pre-Retirement
Survivor Annuity, the life of the surviving spouse) shall be the "Applicable
Mortality Table" and the "Applicable Interest Rate" described below.
-2- Exhibit H
<Page>
(1) The "Applicable Mortality Table" means the mortality table prescribed
by the Secretary of the Treasury. Such table shall be based on the prevailing
commissioners' standard table (described in Code Section 807(d)(5)(A)) used to
determine reserves for group annuity contracts issued on the date as of which
present value is being determined (without regard to any other subparagraph of
Code Section 807(d)(5)).
(2) The "Applicable Interest Rate" means the annual rate of interest on
30-year Treasury securities determined as of the second calendar month (the
lookback month) preceding the first day of the Plan Year during which the
Annuity Starting Date occurs. The Applicable Interest Rate shall remain
consistent for the Plan Year stability period.
For all other purposes than those noted above, actuarial equivalence shall be
determined by using the following assumptions:
Mortality 1984 Unisex Pension
Mortality Table with no
age set back.
Interest 7.5%
-3- Exhibit H