EXHIBIT 10.11D
WALLACE COMPUTER SERVICES, INC.
1994 DEFERRED COMPENSATION/CAPITAL ACCUMULATION PLAN
FOR DIRECTORS
Wallace Computer Services, Inc. (the "Company") hereby establishes a
non-qualified deferred compensation program for the members of its Board of
Directors who are eligible under, and elect to participate in, the Plan. The
following shall constitute the terms and conditions of the Wallace Computer
Services, Inc. 1994 Deferred Compensation/Capital Accumulation Plan for
Directors (the "Plan"), effective January 1, 1994 (the "Effective" Date).
1. ADMINISTRATION. Full power and authority to construe, interpret and
administer the Plan shall be vested in the Compensation Committee of the
Board of Directors of the Company (the "Committee"). The Committee shall
have the authority to make determinations provided for or permitted to be
made under the Plan, to interpret the Plan, and to promulgate such rules
and regulations, if any, as the Committee considers necessary and
appropriate for the implementation of the Plan.
2. ELIGIBILITY AND PARTICIPATION. All members of the Company's Board of
Directors on November, 1993 shall be eligible for participation in the
Plan. Eligible Directors who elect to participate in accordance with
Section 3 will become "Participants".
3. DEFERRED COMPENSATION.
A. Each Participant may make an irrevocable election in writing to defer
up to 100% of Compensation, as defined in Subsection 3B, paid for the
period January 1, 1994 through December 31, 1994 (the "Deferral
Amount"). Such amount shall not be less than $1,000. Deferred
compensation at the deferral percentage will be deducted from all
Compensation payable to the Participant during the deferral period.
B. "Compensation" means director's fees and meeting fees payable by the
Company to the Participant.
C. The Company shall establish and maintain a bookkeeping account in the
name of each Participant, which shall be known as the "Deferral
Account". It shall be credited with the Deferral Amount and interest
at the rate established by the Committee compounded annually from
January 1, 1994. As provided in Section 5 of the Plan, the interest
rate on lump sum payments caused by certain events will differ from
the rate established by the Committee. Amounts paid to the
Participant or a designated Beneficiary pursuant to this Plan, shall
be deducted from the account balance as of the first
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day of the month in which such payment is made.
D. The Participant's Deferral Account shall at all times be reflected on
the Company's books in accordance with generally accepted accounting
practices as a general unsecured and unfunded obligation of the
Company and the Plan shall not give any person any right or security
interest in any asset of the Company nor shall it imply any trust or
segregation of assets by the Company. Payments from the Participant's
Deferral Account shall be made from the general assets of the Company.
4. TIME AND MANNER OF PAYMENT. The Participant's Deferral Account shall be
distributed as follows:
A. INSTALLMENT PAYMENTS.
(1) A Participant shall be entitled to fifteen (15) equal annual
installment payments commencing at age sixty-five (65).
(2) A Participant who attained age fifty-five (55) as of January 1,
1994 may elect, at the time of making the deferral election
pursuant to Subsection 3A, to receive ten (10) equal annual
installments commencing at age seventy (70) in lieu of
installment payments under Subsection 4A(1) if he becomes
eligible for such payments.
(3) A Participant who attained age fifty-five (55) as of January 1,
1994 and who was a Director of the Company on November 7, 1984
may elect, at the time of making the deferral election pursuant
to Subsection 3A, to receive ten (10) equal annual installments
commencing at age seventy-two (72) in lieu of installment
payments under Subsection 4A(1) if he becomes eligible for such
payments.
Installment payments shall be calculated to amortize fully the
accumulated value of the Deferral Amount over the payment period. For
purposes of this Subsection A, the interest rate to be credited in the
calculation of the accumulated value of the Deferral Amount shall be
the rate(s) established by the Committee at its sole discretion prior
to the beginning of the deferral period.
B. INTERIM PAYMENTS. A payment equal to the Participant's Deferral
Amount shall be paid to the Participant within a reasonable time after
January 1, 2001 if installment payments under Subsection A have not
then commenced and will not commence during the 2001 calendar year.
In addition, a payment equal to the Participant's Deferral Amount
shall be paid to the Participant within a reasonable time after
January 1, 2002 if installment payments under Subsection A have not
then commenced and will not commence during the 2002 calendar year.
These
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payments shall be charged to the Participant's Deferral Account as of
the first day of the month in which the payment(s) is made. This
Subsection does not apply to Participants terminated under Section 5.
5. DISHONEST CONDUCT. Notwithstanding any other provision of this Plan, if
Participant's directorship with the Company is terminated at any time for
reason of dishonest or fraudulent conduct injurious to the Company, the
sole amount payable to or on behalf of Participant hereunder shall be a
lump sum payment of the accumulated value of the Participant's Deferral
Amount, payable as soon as practicable after such termination. For
purposes of this Section 5, no interest is to be credited to the Deferral
Amount.
6. PAYMENT UPON DEATH OF PARTICIPANT.
A. If a Participant dies after age sixty-five (65), then the Company
shall pay any unpaid annual Installment Payments due the Participant
under Subsection 4A to the Participant's Beneficiary, commencing with
the next such payment due following the date of Participant's death.
B. If a Participant dies prior to age sixty-five (65), Installment
Payments described in Subsection 4A(1) shall be payable to the
Participant's Beneficiary, commencing at the time of the Participant's
death. Interim Payments described in Subsection 4B will not be made.
7. BENEFICIARY DESIGNATION. A Participant may from time to time designate any
legal or natural person or persons (who may be designated contingently or
successively) as the Beneficiary to whom payments are to be made if the
Participant dies before receiving payment of all amounts due hereunder, by
signing a form approved by the Committee. A beneficiary designation form
shall be effective only after the signed form is filed with the Committee
while the Participant is alive. A properly filed designation shall cancel
all beneficiary designation forms filed earlier. If a Participant fails to
designate a Beneficiary as provided above, or if all designated
Beneficiaries of a Participant die before the Participant, or before
complete payment of all amounts due hereunder, the Committee, in its
discretion, may direct the Company to pay the unpaid amounts to one or more
of such Participant's relatives by blood, adoption or marriage in any
manner permitted by law which the Committee considers to be appropriate,
including but not limited to payment to the legal representative or
representatives of the estate of the last to die of Participant and
Participant's designated Beneficiaries.
8. FACILITY OF PAYMENT. If, in the Committee's opinion, a Participant or
other person entitled to benefits under the Plan is under a legal
disability or is in any way incapacitated so as to be unable to manage his
financial affairs, then the Committee may, until claim is made by a
conservator or other person legally charged with the care of his person or
of his estate, direct the Company to make payment to a relative or friend
of such person for his benefit. Thereafter, any benefits under the
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Plan to which such Participant or other person is entitled shall be paid to
such conservator or other person legally charged with the care of his
person of his estate.
9. INSURANCE. The Company may, in its sole discretion, purchase a policy or
policies of insurance on the life of any Participant, the cash value, if
any, and proceeds of which may, but need not, be used by the Employer to
satisfy part or all of its obligations, hereunder. The Company will be the
owner of any such policies and neither the Participant nor any other person
or entity claiming through the Participant shall have any ownership rights
in such policies or any proceeds thereof. The Participant, as a condition
of receiving any benefits hereunder, on behalf of himself or any person or
entity claiming through him, shall cooperate with the Company in obtaining
any such insurance that the Company desires to purchase by submitting to
such physical examinations, completing such forms, and making such records
available as may be required by the Company from time to time.
10. NON-ALIENATION. Neither a Participant nor anyone claiming through him
shall have any right to commute, sell, assign, transfer or otherwise convey
the right to receive any payments hereunder, which payments and the rights
thereto hereby are expressly declared to be non-assignable and
non-transferable, nor shall any such right to receive payments hereunder be
subject to the claims of creditors of a Participant or anyone claiming
through him to any legal, equitable, or other proceeding or process for the
enforcement of such claims.
11. TAX WITHHOLDING. The Company may withhold from any payment made by it
under the Plan such amount or amounts as may be required for purposes of
complying with the tax withholding or other provisions of the Internal
Revenue Code or the Social Security Act or any state or local income tax
act or for purposes of paying any estate, inheritance or other tax
attributable to any amounts payable hereunder.
12. NON-SECURED PROMISE. The rights under this Plan of a Participant and any
person or entity claiming through him shall be solely those of an
unsecured, general creditor of the Company. Any insurance policy or other
asset acquired or held by the Company shall not be deemed to be held by the
Company for or on behalf of a Participant, or any other person, or to be
security for the performance of any obligations hereunder of the Company,
but shall, with respect to this Plan, be and remain a general, unpledged,
unrestricted asset of the Company.
13. INDEPENDENCE OF PLAN. Except as otherwise expressly provided herein, this
Plan shall be independent of, and in addition to, any other agreement or
that may exist from time to time between the parties hereto. This Plan
shall not be deemed to constitute a right to be retained as a member of the
Board of Directors of the Company.
14. PARAGRAPH HEADINGS. The Paragraph headings used in this Plan are for
convenience of
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reference only and shall not be considered in construing this Plan.
15. RESPONSIBILITY FOR LEGAL EFFECT. Neither the Committee nor the Company
makes any representations or warranties, express or implied, or assumes any
responsibility concerning the legal, tax, or other implications or effects
of this Plan.
16. COMMITTEE DETERMINATIONS FINAL. Each determination provided for in the
Plan shall be made in the absolute discretion of the Committee. Any such
determination shall be binding on all persons.
17. AMENDMENT. The Company may in its sole discretion amend the Plan from time
to time. No such amendment shall reduce a Participant's or Beneficiary's
benefits under the Plan to an amount less than an amount that he would have
been entitled to under the Plan on the later of the date the amendment is
adopted or made effective if the Plan had been terminated on that date.
18. TERMINATION AT THE COMPANY'S OPTION. Notwithstanding any other provision
of this Plan, the Company may terminate this Plan at any time if the
Committee, in its sole and absolute discretion, determines that any change
in federal or state law, or judicial or administrative interpretation
thereof, has materially affected the Company's cost of providing the
benefits otherwise payable under this Plan, or for any other reason
whatsoever. Upon such termination, the sole amount payable to Participant
shall be a lump sum payment, as soon as practicable after such termination,
of the accumulated value of the Deferral Amount. For purposes of this
Section, the rate to be credited in the calculation of the accumulated
value of the Deferral Amount shall be the rate specified for Installment
Payments in Subsection 4A.
19. SUCCESSORS, ACQUISITIONS, MERGERS, CONSOLIDATIONS. The terms and
conditions of this Plan and each Deferral Election shall inure to the
benefit of and bind the Company, the Participants, their successors,
assigns, and personal representatives.
20. CONTROLLING LAW. The Plan shall be construed in accordance with the laws
of the state of Illinois to the extent not pre-empted by laws of the United
States of America.
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