IP&B
9/9/92
THE REEVES BROTHERS, INC.
401(a)(17) PLAN
Effective January 1, 1989
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.01. Beneficiary . . . . . . . . . . . . . . . . 1
Section 1.02. Board . . . . . . . . . . . . . . . . . . . 1
Section 1.03. Code. . . . . . . . . . . . . . . . . . . . 1
Section 1.04. Committee . . . . . . . . . . . . . . . . . 1
Section 1.05. Company . . . . . . . . . . . . . . . . . . 1
Section 1.06. Employee. . . . . . . . . . . . . . . . . . 1
Section 1.07. ERISA . . . . . . . . . . . . . . . . . . . 1
Section 1.08. Participating Affiliated Companies. . . . . 2
Section 1.09. Pension Plan. . . . . . . . . . . . . . . . 2
Section 1.10. Plan. . . . . . . . . . . . . . . . . . . . 2
Section 1.11. Plan Year . . . . . . . . . . . . . . . . . 2
Purpose of Plan. . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.01. Purpose . . . . . . . . . . . . . . . . . . 3
Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.01. Eligibility . . . . . . . . . . . . . . . . 4
Section 3.02. Limitation on Eligibility . . . . . . . . . 4
Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.01. Amount of Benefits. . . . . . . . . . . . . 5
Section 4.02. Pension Plan Benefits . . . . . . . . . . . 5
Section 4.03. Form and Time of Benefit Payments . . . . . 6
Section 4.04. Beneficiary in the Event of Death . . . . . 7
Section 4.05. Benefits Unfunded . . . . . . . . . . . . . 7
Administration . . . . . . . . . . . . . . . . . . . . . . . 8
Section 5.01. Duties of Committee . . . . . . . . . . . . 8
Section 5.02. Finality of Decisions . . . . . . . . . . . 8
Amendment and Termination. . . . . . . . . . . . . . . . . . 9
Section 6.01. Amendment and Termination . . . . . . . . . 9
Section 6.02. Contractual Obligation. . . . . . . . . . . 9
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7.01. No Employment Rights. . . . . . . . . . . . 10
Section 7.02. Assignment. . . . . . . . . . . . . . . . . 10
Section 7.03. Law Applicable. . . . . . . . . . . . . . . 10
-i-
THE REEVES BROTHERS, INC.
401 (a)(17) PLAN
ARTICLE I
---------
DEFINITIONS
The words and phrases defined hereinafter shall have the following meaning
when capitalized unless the context otherwise requires:
SECTION 1.01. BENEFICIARY. The person or persons named under the
provisions of Section 4.04 of this Plan.
SECTION 1.02. BOARD. The Board of Directors of the Company.
SECTION 1.03. CODE. The Internal Revenue Code of 1986, as amended, or as
it may be amended from time to time.
SECTION 1.04. COMMITTEE. The Pension Committee described in Article 7 of
the Pension Plan.
SECTION 1.05. COMPANY. Reeves Brothers, Inc., a Delaware corporation, or
any successor corporation which agrees to assume the duties of the Company
hereunder.
SECTION 1.06. EMPLOYEE. A participant in the Pension Plan who is employed
by the Company or one or more Participating Affiliated Companies.
SECTION 1.07. ERISA. The Employee Retirement Income Security Act of 1974,
as amended, or as it may be amended.
-1-
SECTION 1.08. PARTICIPATING AFFILIATED COMPANIES. Any affiliate of the
Company designed by the Board as a participating employer under the Pension
Plan.
SECTION 1.09. PENSION PLAN. The Reeves Brothers, Inc. Pension Plan for
Salaried Employees.
SECTION 1.10. PLAN. The Reeves Brothers, Inc. 401(a)(17) Plan.
SECTION 1.10. PLAN YEAR. The calendar year.
-2-
ARTICLE 2
---------
PURPOSE OF PLAN
SECTION 2.01. PURPOSE. The purpose of this Plan is simply to restore to
employees of the Company the benefits they lose under the Pension Plan as a
result of the compensation limit in section 401(a)(17) of the Code
("section 401(a)(17)") and shall be construed accordingly.
-3-
ARTICLE 3
---------
ELIGIBILITY
SECTION 3.01. ELIGIBILITY. Any Employee or Beneficiary eligible to
receive benefits from the Pension Plan shall be eligible to receive benefits
under this Plan if (a) his or her benefits cannot be fully provided by the
Pension Plan because of provisions thereof implementing section 401(a)(17) and
(b) they are designated in Appendix A.
SECTION 3.02. LIMITATION ON ELIGIBILITY. Notwithstanding Section 3.01, no
benefits shall be paid an Employee or his or her Beneficiary unless the Employee
retires under the Normal Retirement, Early Retirement, Vested Deferred or
Disability Retirement Pension sections of the Pension Plan, or dies while
employed by the Company (or Participating Affiliated Companies) under
circumstances that entitle his Beneficiary to Death Benefits under the Pension
Plan.
-4-
ARTICLE 4
---------
BENEFITS
SECTION 4.01. AMOUNT OF BENEFITS. The benefit payable under this Plan to
an Employee (or his or her Beneficiary) will equal the benefit, if any, which
would have been payable to the Employee (or his or her Beneficiary as the case
may be) under the terms of the Pension Plan, but for the restrictions of section
401(a)(17) and section 415 of the Code ("section 415"), less the amounts
described in (b).
(a) Benefits under this Plan will only be paid to supplement benefit
payments actually made from the Pension Plan. If benefits are not payable under
a Pension Plan because the Employee has failed to vest, or because the Pension
Plan is terminated or for any other reason, no payments will be made under this
Plan with respect to such Pension Plan.
(b) The benefits payable under this Plan will be reduced by the combined
amounts of "Pension Plan Benefits" described in Section 4.02 and the amount of
benefits which would have been payable to the Employee (or his or her
Beneficiary as the case may be) under the terms of the Pension Plan, but for the
restrictions of section 415.
SECTION 4.02. PENSION PLAN BENEFITS. The term "Pension Plan Benefits"
generally means the benefits actually payable to an Employee or Beneficiary
under the Pension Plan. However, this Plan is only intended to remedy benefit
reductions caused by the operation of section 401(a)(17) and not reductions
-5-
caused for any other reason. In those instances where pension benefits are
reduced for some other reason, the term "Pension Plan Benefits" shall be deemed
to mean the benefits that would have been actually payable but for such other
reason.
Examples of such other reasons include, but are not limited to the
following:
(a) A reduction in pension benefits as a result of a distress
termination (as described in ERISA Section 4041(c) or any comparable
successor provision of law) of the Pension Plan. In such a case, the
Pension Plan Benefits will be deemed to refer to the payments that would
have been made from the Pension Plan had it terminated on a fully funded
basis as a standard termination (as described in ERISA Section 4041(b) or
any comparable successor provision of law).
(b) A reduction of accrued benefits as permitted under section
412(c)(8) of the Code, or any comparable successor provision of law.
(c) A reduction of pension benefits as a result of payment of all or
a portion of an Employee's benefits to a third party on behalf of or with
respect to an Employee.
SECTION 4.03. FORM AND TIME OF BENEFIT PAYMENTS. Benefits due under this
Plan shall be paid at such time or times following the Employee's retirement or
death as may be selected by the Committee in its sole discretion from among the
options available under the Pension Plan. In no event will benefits
-6-
under this Plan be payable earlier than benefits under the Pension Plan.
SECTION 4.04. BENEFICIARY IN THE EVENT OF DEATH. Upon the death of an
Employee, any remaining benefits due under this Plan to an Employee shall be
distributed to (1) the Beneficiary designated by the Employee under the Pension
Plan, or if none, (2) the Beneficiary determined in accordance with Section 5.01
of the Pension Plan.
SECTION 4.05. BENEFITS UNFUNDED. Benefits payable under this Plan shall
be paid by the Company each year out of its general assets and shall not be
funded in any manner. The Company may enter into separate written agreements to
provide for the funding of all or part of the benefits under this Plan.
-7-
ARTICLE 5
---------
ADMINISTRATION
SECTION 5.01. DUTIES OF COMMITTEE. This Plan shall be administered by the
Committee in accordance with its terms and purposes. The Committee shall have
full discretionary authority to determine eligibility, to construe and interpret
the terms of the Plan, including the power to remedy possible ambiguities,
inconsistencies or omissions, and to determine the amount and manner of payment
of the benefits due to or on behalf of each Employee and/or his or her
Beneficiary from this Plan.
SECTION 5.02. FINALITY OF DECISIONS. The decisions made by and the
actions taken by the Committee in the administration of this Plan shall be final
and conclusive on all persons, and the members of the Committee shall not be
subject to individual liability with respect to this Plan. The Committee shall
provide for appeals of claim denials as required by ERISA 503.
-8-
ARTICLE 6
---------
AMENDMENT AND TERMINATION
SECTION 6.01. AMENDMENT AND TERMINATION. While the Company intends to
maintain this Plan in conjunction with the Pension Plan for as long as
necessary, the Company reserves the right to amend and/or terminate the Plan at
any time for whatever reasons it may deem appropriate.
SECTION 6.02. CONTRACTUAL OBLIGATION. Notwithstanding Section 6.01, the
Company intends to assume a contractual commitment to pay the benefits under
this Plan, to the extent they have accrued prior to amendment or termination
under Section 6.01, to the extent it is financially capable of meeting such
obligations.
-9-
ARTICLE 7
---------
MISCELLANEOUS
SECTION 7.01. NO EMPLOYMENT RIGHTS. Nothing contained in this Plan shall
be construed as a contract of employment between the Company or any
Participating Affiliated Companies and any Employee, or as a right of any
Employee to be continued in employment or as a limitation of the right of the
Company or ay Participating Affiliated Companies to discharge any Employee with
or without cause.
SECTION 7.02. ASSIGNMENT. The benefits payable under this Plan may not be
assigned or alienated.
SECTION 7.03. LAW APPLICABLE. This Plan shall be governed by the laws of
the State of New York.
REEVES BROTHERS, INC.
By:_______________________________
ATTEST:
______________________________
-10