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Exhibit 10.3
MERIDIAN AUTOMOTIVE SYSTEMS, INC.
DEFERRED COMPENSATION PLAN
EFFECTIVE AS OF JULY 1, 2002
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TABLE OF CONTENTS
PAGE
ARTICLE 1 INTRODUCTION......................................................1
ARTICLE 2 DEFINITIONS.......................................................1
2.1. "Account".......................................................1
2.2. "Base Salary"...................................................1
2.3. "Beneficiary"...................................................1
2.4. "Board of Directors"............................................2
2.5. "Bonus".........................................................2
2.6. "Bonus Deferral"................................................2
2.7. "Change in Control".............................................2
2.8. "Code"..........................................................3
2.9. "Company".......................................................3
2.10. "Deferral Form".................................................3
2.11. "Elective Deferral".............................................3
2.12. "Eligible Employee".............................................3
2.13. "Employer"......................................................3
2.14. "ERISA".........................................................3
2.15. "Initial Account Balance".......................................3
2.16. "Participant"...................................................3
2.17. "Plan"..........................................................3
2.18. "Plan Administrator"............................................3
2.19. "Plan Year".....................................................3
2.20. "SERP"..........................................................3
2.21. "Trust Agreement"...............................................4
2.22. "Trust Fund"....................................................4
2.23. "Trustee".......................................................4
ARTICLE 3 ELIGIBILITY AND PARTICIPATION.....................................4
3.2. Participation...................................................4
ARTICLE 4 DEFERRALS AND CONTRIBUTIONS.......................................4
4.1. Initial Account Balance.........................................4
4.2. Elective Deferrals..............................................4
4.3. Bonus Deferrals.................................................5
4.4. Deferral Conditions.............................................5
ARTICLE 5 ACCOUNTS..........................................................6
5.1. Accounts........................................................6
5.2. Investment Results..............................................6
5.3. Statements......................................................7
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ARTICLE 6 FULL VESTING......................................................7
ARTICLE 7 DISTRIBUTION OF ACCOUNTS..........................................7
7.1. Election as to Time of Distribution.............................7
7.2. Form and Time of Payment........................................8
7.3. Unforeseeable Emergency.........................................8
7.4. Right of Offset.................................................8
7.5. Tax Withholding.................................................8
ARTICLE 8 FUNDING...........................................................9
8.1. Establishment of Trust Fund.....................................9
8.2. Status as Grantor/Rabbi Trust...................................9
8.3. Status of Participants as Unsecured Creditors...................9
ARTICLE 9 PLAN ADMINISTRATION..............................................10
9.1. Plan Administration and Interpretation.........................10
9.2. Powers, Duties, Procedures.....................................10
9.3. Information....................................................10
9.4. Indemnification of Plan Administrator..........................10
9.5. Claims Procedure...............................................10
ARTICLE 10 AMENDMENT AND TERMINATION.......................................12
ARTICLE 11 MISCELLANEOUS...................................................12
11.1. General Creditor Status........................................12
11.2. No Assignment..................................................12
11.3. Notices and Communications.....................................12
11.4. Employment Rights..............................................13
11.5. Receipt and Release............................................13
11.6. Severability...................................................13
11.7. Governing Law..................................................13
11.8. Headings.......................................................13
11.9. Construction...................................................13
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MERIDIAN AUTOMOTIVE SYSTEMS, INC.
DEFERRED COMPENSATION PLAN
Effective as of July 1, 2002
ARTICLE 1
INTRODUCTION
Meridian Automotive Systems, Inc. (the "Company") hereby adopts the
Meridian Automotive Systems, Inc. Deferred Compensation Plan (the "Plan") to
provide certain eligible employees a means to defer receipt of a portion of
their base salary, bonus and other non-periodic cash compensation. The Plan is
effective as of July 1, 2002 (the "Effective Date").
As of June 30, 2002, each employee who was eligible to participate in the
Meridian Automotive Systems, Inc. Supplemental Executive Retirement Plan (the
"SERP") shall become a Participant in this Plan as of the Effective Date. Any
amounts credited to such Participants under the SERP through June 30, 2002 shall
be transferred to this Plan and credited (with accrued interest) as the
Participant's initial Account balance under this Plan, and this Plan shall
govern the investment and disposition of such amounts from and after the
Effective Date.
ARTICLE 2
DEFINITIONS
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:
2.1. "ACCOUNT" means an account established for the benefit of a
Participant under Section 5.1, which may include one or more sub-accounts.
2.2. "BASE SALARY" means the annual base salary rate payable by the
Employer to an Eligible Employee for services performed during any Plan Year
that would be includible in the Eligible Employee's gross income for such year,
determined before deductions made with respect to this Plan or any other plan
maintained by the Employer permitting pre-tax contributions or deferrals. Base
Salary does not include income from stock option exercises, Bonuses and Bonus
Deferrals under this Plan, other types of non-recurring compensation or
incentive awards, or payments or contributions to group insurance and other
employee benefit plans maintained by the Employer.
2.3. "BENEFICIARY" means the beneficiary designated in writing by the
Participant to receive benefits from the Plan in the event of his death. The
Beneficiary shall be designated on a form approved by the Company, and the
Participant may change the Beneficiary designation at any time by completing a
new form and submitting it to the Plan Administrator. If the Participant
designates a trust as Beneficiary, the Company shall determine the rights of the
trustee without responsibility for determining the validity, existence, or
provisions of the trust. Further, the Company
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shall not have responsibility for the application of sums paid to the trustee or
for the discharge of the trust. A Participant may designate multiple
Beneficiaries. If the Participant fails to designate a Beneficiary, or if no
Beneficiary survives the Participant by at least 60 days, payment shall be made
to the Participant's estate.
2.4. "BOARD OF DIRECTORS" means the Company's Board of Directors.
2.5. "BONUS" means each payment of non-periodic cash compensation to a
Participant other than Base Salary and reimbursement of expenses. The Plan
Administrator shall periodically determine which types of payment shall be
considered a separate Bonus for purposes of the Plan.
2.6. "BONUS DEFERRAL" means the portion of a Bonus deferred by a
Participant under Section 4.2 for a Plan Year.
2.7. "CHANGE IN CONTROL" means one of the following has occurred:
(i) any "Person" (as such term is used in Sections 13(d) and 14(d) of
Securities Exchange Act of 1934, as amended (the "Exchange
Act")), is or becomes the beneficial owner (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person
shall be deemed to have "beneficial ownership" of all shares that
any such Person shall be deemed the right to acquire, whether
such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than thirty-five (35)
percent of the total voting power of the Voting Equity Interests
of Meridian; provided, however, that a Person shall not be deemed
the "beneficial owner" of shares tendered pursuant to a tender or
exchange offer made by that Person or any affiliate of that
Person until the tendered shares are accepted for purchase or
exchange;
(ii) the composition of the Board of Directors changing during any
24-month period such that the individuals who at the beginning of
the period were members of the Board of Directors (the
"Continuing Directors") cease for any reason to constitute at
least a majority of the Board; unless at least 66-2/3% of the
Continuing Directors has either (i) approved the election of the
new Directors, or (ii) if the election of the new Directors is
voted on by shareholders, recommended that the shareholders vote
for approval; or
(iii) the Board of Directors of the Company declaring (publicly or by
resolution) that a Change in Control has occurred.
Notwithstanding the foregoing, that a "Change In Control"" shall
not be deemed to occur as a result of (i) the sale or transfer of
any beneficial ownership interest of Meridian equity securities
from any Person that was a beneficial owner, directly or
indirectly, of such securities on July 1, 2002,
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or any of their respective Affiliates (a "Current Owner"), to any
other Current Owner, (ii) any acquisition of equity securities by
Meridian, (iii) any acquisition directly from Meridian (including
through an underwriter or other financial intermediary), other
than an acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself
directly acquired from Meridian, or (iv) any acquisition by an
employee benefit plan (or related trust) sponsored or maintained
by Meridian or any entity controlled by Meridian.
2.8. "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations and rulings issued thereunder. References to any
section or subsection of the Code herein includes the reference to any
comparable or succeeding provisions of any legislation that amends, supplements
or replaces that section or subsection.
2.9. "COMPANY" means Meridian Automotive Systems, Inc. and its successors.
2.10. "DEFERRAL FORM" means the document or documents prescribed by the
Plan Administrator pursuant to which a Participant may make elections to defer
all or a portion of the Participant's Base Salary and/or Bonus.
2.11. "ELECTIVE DEFERRAL" means the portion of Base Salary deferred by a
Participant under Section 4.2 for a Plan Year.
2.12. "ELIGIBLE EMPLOYEE" means any employee of the Employer who is
designated by the Plan Administrator as eligible to participate in the Plan as
set forth in Article 3.
2.13. "EMPLOYER" means the Company and its parents, subsidiaries and
affiliates to which the Company extends participation in this Plan.
2.14. "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations and rulings issued thereunder.
References to any section or subsection of ERISA herein includes reference to
any comparable or succeeding provisions of any legislation that amends,
supplements or replaces that section or subsection.
2.15. "INITIAL ACCOUNT BALANCE" means the Account balance established for a
Participant under Section 4.1.
2.16. "PARTICIPANT" means a current or former Eligible Employee who
participates in the Plan in accordance with Article 3 and maintains an Account
balance hereunder.
2.17. "PLAN" means the Meridian Automotive Systems, Inc. Deferred
Compensation Plan, as set forth herein and as amended from time to time.
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2.18. "PLAN ADMINISTRATOR" means the Company or the committee designated by
the Company as the Plan Administrator under Article 9.
2.19. "PLAN YEAR" means the calendar year.
2.20. "SERP" means the Meridian Automotive Systems, Inc. Supplemental
Executive Retirement Plan, as in effect as of June 30, 2002.
2.21. "TRUST AGREEMENT" means the trust agreement entered into by and
between the Company and the Trustee in accordance with Section 8.1 to fund
benefit payment obligations under this Plan.
2.22. "TRUST FUND" means the assets held under the Trust Agreement.
2.23. "TRUSTEE" means the unrelated commercial bank or trust company
designated as trustee by the Company pursuant to Article 8.
ARTICLE 3
ELIGIBILITY AND PARTICIPATION
3.1. ELIGIBILITY.
(a) Each employee who was eligible to participate in the SERP as of June
30, 2002, shall be a Participant in this Plan as of the Effective Date. Each
other Eligible Employee shall be eligible to participate in the Plan if so
designated by the Plan Administrator, in its sole discretion.
(b) Prior to each Plan Year, the Plan Administrator shall determine, in its
discretion, the identity of those Eligible Employees who are eligible to
participate in the Plan. The Plan Administrator will notify Eligible Employees
of their eligibility to participate in the Plan and provide them with a Deferral
Form.
3.2. PARTICIPATION. An Eligible Employee (other than an Eligible Employee
described in Section 3.1(a)) who properly completes and timely submits a
Deferral Form shall become a Participant in the Plan on the first date as of
which an Elective Deferral or Bonus Deferral is credited to his or her Account.
A Participant in the Plan shall continue to be a Participant so long as any
amount remains credited to his or her Account.
ARTICLE 4
DEFERRALS AND CONTRIBUTIONS
4.1. INITIAL ACCOUNT BALANCE. Eligible Employees described in Section
3.1(a) shall become Participants in the Plan as of the Effective Date. Any
amounts credited (with accrued interest) to such Participants under the SERP
through June 30, 2002 shall be transferred to this Plan and credited as the
Participant's initial Account
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balance hereunder, and this Plan shall govern the investment and disposition of
such amounts from and after the Effective Date.
4.2. ELECTIVE DEFERRALS.
(a) For each Plan Year, an Eligible Employee may irrevocably elect to
defer, on a pre-tax basis, all or any portion of his or her Base Salary (in
whole percentages) determined after (i) all contributions that the Eligible
Employee has elected to make under all other retirement and welfare benefit
plans maintained by the Eligible Employee's Employer have been deducted from his
or her Base Salary, and (ii) all deductions from Base Salary required by law,
including Social Security and Medicare taxes, have been made. Such an election
is a separate and independent election from any election to defer compensation
under any qualified retirement plan of the Employer. Except as provided with
respect to an Unforeseen Emergency (as described in Article 7) under Section
4.4, an Eligible Employee may not change the percentage elected for deferral for
a given Plan Year.
(b) An election to defer Base Salary shall be made prior to the calendar
year in which the Base Salary is earned; provided, that for the initial year of
the Plan, elections to defer Base Salary for services rendered after the date of
the election shall be made within 30 days of the later of the Plan's Effective
Date or the date of its adoption by the Board of Directors. In the case of an
Eligible Employee in his or her first year of employment, an election to defer
Base Salary must be made within 30 days after the Eligible Employee commences
employment and at least five business days before the commencement of the first
payroll period for which the election is effective. Such elections are effective
only with respect to Base Salary earned after the effective date of the
election. The Plan Administrator will notify each Eligible Employee of the
applicable election period and deadline for filing such elections.
4.3. BONUS DEFERRALS.
(a) With respect to any Plan Year, an Eligible Employee may irrevocably
elect to defer all or a portion of his or her Bonus, or elements of his or her
Bonus (in whole percentages). Notwithstanding the foregoing, the amount of a
Bonus eligible for deferral in a given Plan Year shall be determined by first
reducing the amount of such Bonus to take into account any before-tax
contributions made to any qualified retirement plan or other employee benefit
plan permitting pre-tax contributions, and then reducing the remaining amount of
the Bonus by an amount necessary to satisfy the taxes due for Social Security
and Medicare with respect to such Bonus.
(b) An election to defer Bonuses must be made prior to the calendar year in
which the Bonus is otherwise scheduled to be paid.
4.4. DEFERRAL CONDITIONS.
(a) All Deferral Forms for Elective and Bonus Deferrals must be timely
filed on forms approved by the Plan Administrator. An Eligible Employee may
change a prior election up to the date established under Section 4.2(b) or
4.3(b), as applicable.
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However, from and after the last date permitted for making such elections, all
deferral elections pursuant to this Article 4 shall be irrevocable.
Notwithstanding the foregoing, if a Participant incurs an Unforeseeable
Emergency (as described in Article 7), he or she may amend or revoke his or her
Deferral Form to the extent reasonably necessary to relieve the Unforeseeable
Emergency by filing a new Deferral Form.
(b) Deferral elections apply only for Base Salary or Bonus payable in the
immediately following calendar year. To make an effective deferral, a
Participant shall file a Deferral Form for each Plan Year he or she wants to
defer all or a portion of his or her Base Salary and/or Bonus.
ARTICLE 5
ACCOUNTS
5.1. ACCOUNTS.
(a) The Plan Administrator shall establish an Account for each Participant
to reflect a Participant's Initial Account Balance and his or her Elective
Deferrals and Bonus Deferrals, if any, made for the Participant's benefit,
together with any adjustments for income, gain or loss and any payments from the
Account. Separate sub-accounts may be established to reflect Initial Account
Balances, Elective Deferrals, Bonus Deferrals and other contributions, if any.
(b) A Participant's Initial Account Balance, if any, shall be credited as
of the Effective Date. Elective Deferrals shall be credited as of the end of
each payroll period. Bonus Deferrals and deferrals of other extraordinary
compensation shall be credited as of the date on which the Bonus or compensation
would otherwise be paid. The Accounts are established solely for the purposes of
tracking a Participant's Initial Account Balance, Elective Deferrals, Bonus
Deferrals and other contributions, and any income adjustments thereto. The
Accounts shall not be used to segregate assets for payment of any amounts
deferred or allocated under the Plan.
5.2. INVESTMENT RESULTS.
(a) As of the last day of each month, the Plan Administrator shall credit
each Participant's Account with earnings for that month equal to .798% of the
amount credited to the Participant's Account as of the first day of that month.
(b) Notwithstanding paragraph (a), this paragraph (b) shall apply in the
event the Plan Administrator, in its discretion, decides to make available one
or more investment funds in which amounts credited to each Participant's Account
shall be deemed invested, in accordance with the Participant's directions. Any
such directions shall be effective only in accordance with such rules as the
Plan Administrator may establish and applicable federal and state law.
(i) Each month the Plan Administrator shall credit the Participant's
Account with the actual investment earnings or losses resulting
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from the performance of the investment funds in which the
Participant's Accounts are invested (or deemed invested).
(ii) A Participant shall make his or her investment fund selections at
such time and in such manner as permitted by the Plan
Administrator. Investments must be made in whole percentages. A
Participant may change his or her investment elections at any
time, or may reallocate amounts invested among the investment
funds available under the Plan, in accordance with such
investment procedures established by the Plan Administrator.
(iii) If a Participant does not make investment elections with respect
to amounts credited to his or her Account, such amounts shall be
deemed invested in such investment fund as the Plan Administrator
may direct.
(iv) Account maintenance fees and expense charges for transactions
performed for each Participant's Account shall be charged to the
Participant's Account. Other Plan charges and administrative
expenses will be paid by the Employer.
5.3. STATEMENTS. As soon as practicable following the last business day of
each calendar quarter, the Plan Administrator (or its designee) shall provide
the Participant with a statement of such Participant's Account reflecting the
income, gains and losses (realized and unrealized), amounts of deferrals and
distributions with respect to such Account since the prior statement.
ARTICLE 6
FULL VESTING
A Participant shall at all times have a fully vested and nonforfeitable
right to all amounts credited to his or her Account.
ARTICLE 7
DISTRIBUTION OF ACCOUNTS
7.1. ELECTION AS TO TIME OF DISTRIBUTION.
(a) A Participant may elect that amounts deferred to his or her Account be
distributed on a specific date, provided that such date is selected at the time
of the deferral election for such deferred amounts. In such case, the amounts
deferred shall be distributed to the Participant on the selected date.
(b) Amounts remaining and credited to a Participant's Account upon his
termination of employment for any reason shall be distributed to the Participant
in accordance with Section 7.2. Amounts remaining and credited to a
Participant's
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Account upon his death shall be distributed to the Participant's Beneficiary in
accordance with Section 7.2. For purposes of the Plan, a Participant shall
terminate employment when the Participant separates from service with all
Employers. However, temporary absence from employment because of illness,
vacation, approved leaves of absences, and transfers of employment among the
Employers shall not be considered a termination of employment.
7.2. FORM AND TIME OF PAYMENT.
(a) The Participant's Accounts may be paid in either a single lump sum or
in five annual installments, with such election to be made by the Participant
upon becoming a Participant in the Plan on a form acceptable to the Company. The
Participant may change his election each year on a form acceptable to the
Company, but his or her election shall be irrevocable for each following year.
If a Participant does not change his election as described above, the initial
distribution election will apply. Upon a Participant's termination of employment
for any reason or death, the Participant's Accounts shall be paid to the
Participant, or his or her Beneficiary, as applicable, in accordance with the
distribution option election on file as of December 31st of the year preceding
the Participant's termination of employment for any reason (including
disability) or death.
(b) Payment of a Participant's Account shall be made, or shall begin,
within 30 days of the Participant's termination of employment for any reason or
death. If the installment payment option is in effect, each subsequent
installment shall be paid on the anniversary of the date of the initial
installment, and amounts remaining unpaid in the Participant's Account during
the installment period shall continue to receive Investment Results in
accordance with Section 5.2. If a Participant is receiving installment payments
and dies before a complete distribution of his Account, the remaining
installment payments shall continue to be paid, in installment form, to the
Participant's Beneficiary.
7.3. UNFORESEEABLE EMERGENCY.
(a) If a Participant or Beneficiary experiences an unforeseeable emergency,
the Plan Administrator, in its sole discretion, may pay to the Participant that
portion, if any, of the Participant's Account that the Plan Administrator
determines is necessary to satisfy such emergency, including any amount
necessary to pay any federal, state or local income taxes reasonably anticipated
to result from the distribution. A Participant or Beneficiary requesting a
distribution due to an unforeseeable emergency shall apply for the distribution
in writing using a form prescribed by the Plan Administrator for that purpose
and shall provide such additional information as the Plan Administrator may
require.
(b) For purposes of the Plan, an "unforeseeable emergency" is an
unanticipated emergency that is caused by an event beyond the control of the
Participant or Beneficiary and that would result in severe financial hardship to
the Participant or Beneficiary if withdrawal is not permitted. The Plan
Administrator, in its discretion, shall determine an event or circumstance to
constitute an unforeseeable
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emergency if such event or circumstance (i) cannot be relieved through insurance
reimbursement or is not covered by insurance, (ii) cannot be reasonably relieved
by the liquidation of the Participant's or Beneficiary's assets, unless such
liquidation itself would cause a severe financial hardship, and (iii) is
consistent with the intent of Treasury Regulation Section 1.457-2(h)(4) and (5).
7.4. RIGHT OF OFFSET. The Company shall have the right to offset any
amounts payable to a Participant under the Plan by any amount necessary to
reimburse the Employer for liabilities or obligations of the Participant to the
Employer, including for amounts misappropriated by the Participant.
7.5. TAX WITHHOLDING. Income taxes and other taxes payable with respect to
an Account shall be deducted from amounts payable under the Plan. All federal,
state or local taxes that the Plan Administrator determines are required to be
withheld from any payments made pursuant to this Plan shall be withheld.
ARTICLE 8
FUNDING
8.1. ESTABLISHMENT OF TRUST FUND.
(a) Except as otherwise required by paragraph (b), the Company may, but
shall not be required to enter into a Trust Agreement with an unrelated
financial institution, as Trustee, to establish a Trust Fund. If a Trust Fund is
established, the Company may, but is not required to, make contributions to the
Trust Fund. Such Trust Fund may be the same as the Company establishes for
purposes of funding benefits under any other plan of compensation of the
Company.
(b) Notwithstanding paragraph (a), within 15 days following the date of a
Change in Control of the Company, the Company shall enter into a Trust Agreement
with a Trustee to establish a Trust Fund (if one has not yet been established
under paragraph (a)), which shall be used to fund the benefits payable under
this Plan. Such Trust Fund may be the same as the Company establishes for
purposes of funding benefits under any other plan of compensation of the
Company. Within 15 days following the date of a Change in Control of the
Company, the Company shall deposit sufficient cash or marketable securities in
the Trust Fund with the Trustee to fully fund all benefit obligations under this
Plan, which shall be determined as if all obligations under this Plan became
immediately due and payable as of the date of the Change in Control of the
Company.
8.2. STATUS AS GRANTOR/RABBI TRUST. If established under 6.1, the Trust
Fund shall meet the requirements of a "grantor trust" under Sections 671 through
678 of the Code and of a "rabbi trust" under Internal Revenue Service Revenue
Procedure 92-64. The Trust Agreement shall provide that the assets of the Trust
Fund are subject to the claims of the Company's general creditors if the Company
becomes insolvent. If any assets of the Trust Fund are seized by general
creditors of the Company, a Participant's right to receive benefits under the
Plan shall not be changed.
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8.3. STATUS OF PARTICIPANTS AS UNSECURED CREDITORS. The obligation of the
Employer to pay benefits under the Plan shall be unsecured. Each Participant is
an unsecured creditor of the Company. The Plan constitutes a mere promise by the
Company to make benefit payments in the future. The establishment of an account
for a Participant and the Company's payment of contributions to the Trust Fund
are not intended to create any security for payment of benefits under the Plan
or change the status of the Plan as an unfunded plan for tax purposes or Title I
of ERISA.
ARTICLE 9
PLAN ADMINISTRATION
9.1. PLAN ADMINISTRATION AND INTERPRETATION. The Plan Administrator shall
have complete authority over the administration and operation of the Plan. The
Plan Administrator shall have the discretion to determine the rights and
benefits and all claims, demands and actions arising out of the provisions of
the Plan of any Participant, Beneficiary or other person having or claiming to
have any interest under the Plan. Benefits under the Plan shall be paid only if
the Plan Administrator decides in its discretion that the Eligible Employee,
Participant, Beneficiary or other person is entitled to them. Notwithstanding
any other provision of the Plan to the contrary, the Plan Administrator shall
have complete discretion to interpret the Plan and to decide all matters under
the Plan. Such interpretation and decision shall be final, conclusive and
binding on all Participants, Beneficiaries and any other claimants hereunder, in
the absence of clear and convincing evidence that the Plan Administrator acted
arbitrarily and capriciously. Any individual serving as Plan Administrator who
is a Participant shall not vote or act on any matter relating solely to himself
or herself. When making a determination or calculation, the Plan Administrator
shall be entitled to rely on information furnished by a Participant, a
Beneficiary, the Employer or a trustee (if any).
9.2. POWERS, DUTIES, PROCEDURES. The Plan Administrator shall have the
power and duty to adopt such rules, act in accordance with such procedures,
appoint such officers or agents, delegate such powers and duties, and follow
such claims and appeal procedures with respect to the Plan, as the Plan
Administrator may determine or establish. The Plan Administrator or individuals
acting on its behalf shall receive reimbursement for any reasonable business
expense incurred in the performance of the foregoing duties.
9.3. INFORMATION. To enable the Plan Administrator to perform its
functions, the Employer shall supply full and timely information to the Plan
Administrator on all matters relating to the compensation of Participants, their
employment, retirement, death, termination of employment and such other
pertinent facts as the Plan Administrator may require.
9.4. INDEMNIFICATION OF PLAN ADMINISTRATOR. The Company agrees to indemnify
and to defend to the fullest extent permitted by law any officer or employee who
serves as Plan Administrator (including any such individual who formerly served
as Plan Administrator) against all liabilities, damages, costs and expenses
(including reasonable attorneys' fees and amounts paid in settlement of any
claims approved by the
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Company in writing in advance) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.
9.5. CLAIMS PROCEDURE. A Participant or Beneficiary shall have the right to
file a claim, inquire if he or she has any right to benefits and the amounts
thereof, or appeal the denial of a claim.
(a) INITIAL CLAIM. A claim will be considered as having been filed when a
written communication is made by the Participant, Beneficiary or his or her
authorized representative to the attention of the Plan Administrator (the
"claimant"). The Plan Administrator shall notify the claimant in writing within
90 days after receipt of the claim if the claim is wholly or partially denied.
If an extension of time beyond the initial 90-day period for processing the
claim is required, written notice of the extension shall be provided to the
claimant prior to the expiration of the initial 90-day period. In no event shall
the period, as extended, exceed 180 days. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which
the Plan Administrator expects to render a final decision.
(b) CONTENT OF DENIAL. Notice of a wholly or partially denied claim for
benefits will be in writing in a manner calculated to be understood by the
claimant and shall include:
(i) the reason or reasons for denial;
(ii) specific reference to the Plan provisions on which the denial is
based;
(iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and
(iv) an explanation of the Plan's claim appeal procedure.
(c) RIGHT TO REVIEW. If a claim is wholly or partially denied, the claimant
may file an appeal requesting the Plan Administrator to conduct a full and fair
review of his or her claim. For purposes of this review, the Plan Administrator
may appoint an individual or committee (other than the individual or committee
that heard the initial claim) to act on its behalf. An appeal must be made in
writing no more than 60 days after the claimant receives written notice of the
denial. The claimant may review any relevant documents that apply to the case
and may also submit points of disagreement and other comments in writing along
with the appeal. The decision of the Plan Administrator regarding the appeal
shall be given to the claimant in writing no later than 60 days following
receipt of the appeal. However, if the Plan Administrator, in its sole
discretion, grants a hearing, or there are special circumstances involved, the
decision will be given no later than 120 days after receiving the appeal. If
such an extension of time for review is required, written notice of the
extension shall be furnished to the claimant prior to the commencement of the
extension. The decision shall include specific reasons for the decision, written
in a manner calculated to be
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understood by the claimant, as well as specific references to the pertinent Plan
provisions on which the decision is based.
(d) EXHAUSTION OF ADMINISTRATIVE REMEDY. Notwithstanding any provision in
the Plan to the contrary, no employee, Eligible Employee, Participant,
Beneficiary or other person may bring any legal or administrative claim or cause
of action against the Plan, the Plan Administrator or the Employer in court or
any other venue until such person has exhausted its administrative remedies
under this Section 8.5.
(e) SUSPENSION OF PAYMENT. If the Plan Administrator is in doubt concerning
the entitlement of any person to any payment claimed under the Plan, the Plan
Administrator may instruct the Company to suspend payment until satisfied as to
the person's entitlement to the payment. Notwithstanding the foregoing, no
person may bring a claim for Plan benefits to arbitration, court or through any
other legal action or process until the administrative claims process of this
Section 8.5 has been exhausted.
ARTICLE 10
AMENDMENT AND TERMINATION
The Board of Directors of the Company shall have the right to amend or
terminate the Plan at any time. If the Plan is terminated and a trust is
established (as described in Section 8.2 or 11.1), the Company may (a) elect to
continue to maintain the trust to pay benefits hereunder as they become due as
if the Plan had not terminated, or (b) direct the trustee to pay promptly to
Participants (or their Beneficiaries) the balance of their Accounts. No
amendment or termination of the Plan shall adversely affect the rights of any
Participant with respect to amounts that have been credited to his or her
Account prior to the date of such amendment or termination.
ARTICLE 11
MISCELLANEOUS
11.1. GENERAL CREDITOR STATUS. The Plan constitutes a mere promise by the
Company to make payments in accordance with the terms of the Plan and
Participants and Beneficiaries shall have the status of general unsecured
creditors of the Company. Nothing in the Plan will be construed to give any
employee or any other person rights to any specific assets of the Company or of
any other person.
11.2. NO ASSIGNMENT. No Plan benefits, payments or proceeds shall be
subject to any claim of any creditor of any Participant or Beneficiary and shall
not be subject to attachment or garnishment or other legal process. Participant
Accounts or benefits payable may not be assigned, pledged or encumbered in any
manner, and any attempt to do so shall be void.
11.3. NOTICES AND COMMUNICATIONS. All notices, statements, reports and
other communications from the Plan Administrator to any Participant, Beneficiary
or
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other person required or permitted under the Plan shall be deemed to have
been duly given when personally delivered to, when transmitted via facsimile or
other electronic media, or when mailed overnight or by first-class mail, postage
prepaid and addressed to, such Participant, Beneficiary or other person at his
or her last known address on the Employer's records. All elections,
designations, requests, notices, instructions and other communications from a
Participant, Beneficiary, or other person to the Plan Administrator required or
permitted under the Plan shall be in such form as is prescribed from time to
time by the Plan Administrator, and shall be mailed by first-class mail,
transmitted via facsimile or other electronic media, or delivered to such
location as shall be specified by the Plan Administrator. Such communication
shall be deemed to have been given and delivered only upon actual receipt by the
Plan Administrator at such location.
11.4. EMPLOYMENT RIGHTS. The existence of the Plan shall not grant a
Participant any legal right to continue as an Employee nor affect the right of
the Employer to discharge a Participant.
11.5. RECEIPT AND RELEASE. Any payment to any Participant or Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Employer, the Plan Administrator and
a Trustee (if any) under the Plan, and the Plan Administrator may require such
Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect. If any Participant or Beneficiary is
determined by the Plan Administrator to be incompetent by reason of physical or
mental disability (including minority) to give a valid receipt and release, the
Plan Administrator may cause the payment or payments becoming due to such person
to be made to another person for his or her benefit without responsibility on
the part of the Plan Administrator, the Employer or a Trustee (if any) to follow
the application of such funds.
11.6. SEVERABILITY. The unenforceability of any provision of the Plan shall
not affect the enforceability of the remaining provisions of the Plan.
11.7. GOVERNING LAW. To the extent that Michigan law is not preempted by
ERISA, the provisions of the Plan shall be governed by the laws of the state of
Michigan.
11.8. HEADINGS. Headings and subheadings in the Plan are inserted for
convenience only and are not to be considered in the construction of the
provisions hereof.
11.9. CONSTRUCTION. Words used in the masculine shall apply to the feminine
where applicable. Wherever the context of the Plan dictates, the plural shall be
read as the singular and the singular as the plural.
* * *
IN WITNESS WHEREOF, the undersigned officer of Meridian Automotive
Systems, Inc. has executed this document to certify the Company's adoption of
the Plan, effective as of July 1, 2002.
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DATE: ________________ MERIDIAN AUTOMOTIVE SYSTEMS, INC.
By:
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Its:
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