CIBER, INC.
SALARY CONTINUATION RETIREMENT PLAN FOR
MAC J. SLINGERLEND
THIS PLAN is adopted by CIBER, INC., a Delaware corporation (the
"Company"), as of the Effective Date, for the purpose of providing certain
salary continuation retirement benefits to MAC J. SLINGERLEND (the
"Participant").
1. DEFINITIONS. The following definitions apply to terms used in this Plan:
1.1. "ANNUAL BENEFIT AMOUNT" means an amount determined by multiplying
the "Annual Amount" from the following table times the "Vested Percentage"
from the following table, based on the Participant's attained age when the
Participant's employment with the Company terminates:
PARTICIPANT'S
AGE AT TIME OF ANNUAL
TERMINATION OF BENEFIT VESTED BENEFIT
EMPLOYMENT AMOUNT TIMES PERCENTAGE EQUALS AMOUNT
-------------- -------- ---------- --------
40 $ 40,000 30% $ 12,000
49 $ 45,000 50% $ 22,500
50 $ 50,000 70% $ 35,000
51 $ 55,000 90% $ 49,500
52 $ 60,000 100% $ 60,000
53 $ 65,000 100% $ 65,000
54 $ 70,000 100% $ 70,000
55 $ 75,000 100% $ 75,000
56 $ 80,000 100% $ 80,000
57 $ 85,000 100% $ 85,000
58 $ 90,000 100% $ 90,000
59 $ 95,000 100% $ 95,000
60 or older $100,000 100% $100,000
1.2. "BENEFICIARY" means the beneficiary determined under section 4 to
receive any benefits under the Plan that become payable after the death of
the Participant.
1.3. "BENEFIT COMMENCEMENT DATE" means the date on which the Participant
attains the age of 60 years.
1.4. "COMPANY" means CIBER, INC., a Delaware corporation.
1.5. "EFFECTIVE DATE" means the date of adoption of this Plan by the
Company, which is indicated at the end of this Plan document.
1.6. "PARTICIPANT" means MAC J. SLINGERLEND.
1.7. "PLAN" means this CIBER, INC. Salary Continuation Retirement Plan
for Mac J. Slingerlend, as set forth in herein and as may hereafter be
amended from time to time.
1.8. "SPOUSE" means, with respect to the Participant, the person to
whom the Participant is legally married, or to whom he was legally married at
the time of his death. The term "spouse" specifically excludes a former
spouse if the marriage was terminated by divorce, annulment, or dissolution,
rather than by the death of one of the parties.
2. PURPOSES. The Participant is a valued employee of the Company. The
Company recognizes that the Participant has performed his services with
ability and distinction, and that the growth and success of the Company's
business reflects and will reflect the services rendered by the Participant.
To reward and retain the services of the Participant, and to assist the
Participant in providing for the contingencies of retirement, the Company
adopts this Plan to provide certain salary continuation retirement benefits
to the Participant or the Participant's Beneficiary. The Company and the
Participant intend that: (a) this Plan is unfunded for tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974;
(b) this Plan is maintained by the Company primarily for the purpose of
providing deferred compensation for the
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Participant; and (c) the Participant is one of a select group of management
or highly compensated employees of the Company.
3. SALARY CONTINUATION BENEFITS.
3.1. AMOUNT AND PAYMENT OF BENEFITS. Except as provided in section
3.2, the Company shall pay salary continuation benefits as provided in this
Plan. The salary continuation benefits under this Plan shall consist of
fifteen annual payments of the Participant's Annual Benefit Amount, payable
on the Benefit Commencement Date and each year thereafter on the anniversary
of the Benefit Commencement Date until a total of fifteen annual payments has
been made. The Company may, at its sole option and at any time after the
employee's employment has been terminated or at any time after the Benefit
Commencement Date (regardless of whether the Employee's employment has been
terminated), prepay the benefits under this Plan by paying a lump sum, in
cash, equal to the then present value of all remaining unpaid payments,
calculated using a discount rate of 8% per annum. Upon such prepayment, the
Company shall have no further obligations under this Plan.
3.2. FORFEITURE OF BENEFITS ON TERMINATION FOR CAUSE. If the
Participant's employment with the Company is terminated for cause, either
before or after the Benefit Commencement Date, then any benefits not actually
paid prior to the time of termination shall be forfeited, and no further
salary continuation benefits shall be payable under this Plan. For this
purpose, "cause" means (a) commission of a felony, or (b) fraud or
misappropriation or intentional material damage to the property or business
of the Company, provided that such
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"cause" shall have been found by a majority vote of the members of the Board
of Directors of the Company (other than the Participant, if he is a member of
the Board of Directors).
3.3. RECIPIENT. The salary continuation benefits under this Plan shall
be paid as follows:
a. All payments that become payable during the Participant's
lifetime shall be paid to the Participant.
b. Any payments that become payable following the Participant's
death shall be paid to the Participant's Beneficiary.
4. BENEFICIARY
4.1. DESIGNATION. The Participant may from time to time designate a
Beneficiary to receive amounts that may become payable under this Plan
following the Participant's death. If more than one Beneficiary is named, the
shares and/or precedence of each shall be indicated. The Participant may at
any time revoke or change any previous beneficiary designation. Any
beneficiary designation or any revocation or change of a previous beneficiary
designation shall be in writing, shall be signed by the Participant, shall be
effective only upon its actual receipt by the Company, and shall be in the
form of Exhibit A attached hereto.
4.2. NO DESIGNATED BENEFICIARY. If there is no beneficiary designation
in effect for the Participant at the time when any amounts become payable to
the Participant's Beneficiary, or if the Beneficiary designated by the
Participant is not then living or in existence, then the Participant's
Beneficiary shall be, and the payment(s) shall be made to:
a. The Participant's surviving Spouse, if any;
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b. If the Participant has no surviving Spouse, then to the
Participant's personal representative, to be distributed as a part of the
Participant's estate.
4.3. WITHHOLDING BENEFITS. If the Company is in doubt as to the proper
Beneficiary to receive any payment under this Plan, the Company may withhold
payment until the matter is finally adjudicated.
4.4. INCOMPETENT PAYEE. If the Participant or any Beneficiary is a
minor or otherwise legally incompetent, the Company may make payment to the
Participant's or Beneficiary's conservator or legal guardian or, in the sole
and absolute discretion of the Company, to the Participant's or Beneficiary's
parent or another relative of the Beneficiary. The receipt of a conservator,
guardian, parent or other relative to whom a payment is made under this
section shall be a complete discharge of the Company, and the Company shall
have no obligation to see to the application of any payment so made.
4.5. DISCHARGE OF COMPANY. Any payment made by the Company in good
faith and in accordance with the provisions of this Plan shall fully
discharge the Company from all further obligations with respect to that
payment.
5. RELATIONSHIP TO OTHER AGREEMENTS. This Plan does not constitute a
contract of employment between the Company and the Participant. No provision
of this Plan shall restrict the right of the Company to discharge or
terminate the Employment of the Participant, nor the right of the Participant
to terminate the Participant's employment with the Company.
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6. UNFUNDED PLAN.
6.1. COMPANY'S OBLIGATIONS. The Company's obligations under this Plan
shall be an unfunded and unsecured promise to make benefit payments in the
future. The Company shall not, under any circumstances, be obligated to fund
its financial obligations under this Plan.
6.2. RIGHTS OF PARTICIPANTS AND BENEFICIARIES. In seeking to enforce
payment of benefits under this Plan, the Participant or the Participant's
Beneficiary shall have the status and rights, but only the status and rights,
of general unsecured creditors of the Company.
6.3. NO RIGHTS IN SPECIFIC ASSETS. No assets held, or acquired in the
future, by the Company, shall be considered to be held or acquired in
connection with or as security for the liabilities of the Company pursuant to
this Plan, and shall not be deemed to be held under any trust for the benefit
of the Participants or their Beneficiaries, or be deemed security for the
performance of the obligations of the Company under this Plan, but shall be
and remain general, unpledged and unrestricted assets of the Company. The
Participant hereby acknowledges that the Participant's participation in the
acquisition of any general asset for the Company shall not constitute a
representation to the Participant, the Participant's Beneficiary, or any
other person claiming through the Participant, that any of them has any
special or beneficial interest in any general asset of the Company.
7. INALIENABILITY. Except as specifically provided in this Plan with
respect to the Participant's right to designate a Beneficiary, the
Participant's right to benefits hereunder is personal to the Participant, and
neither the Participant nor the Participant's Beneficiary shall have any right
to anticipate, sell, assign, mortgage, pledge, or otherwise dispose of or
encumber any of the benefits
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provided for under this Plan, nor shall such benefits be liable for the debts
or obligations of the Participant or the Participant's Beneficiary, or be
subject to attachment, garnishment, execution, creditors bill, or other legal
or equitable process.
8. CLAIMS PROCEDURE. The following provisions are part of this Plan and are
intended to meet the requirements of the Employee Retirement Income Security
Act of 1974:
8.1 NAMED FIDUCIARY. The "named fiduciary" is the Company.
8.2 UNFUNDED PLAN. This Plan is unfunded.
8.3 BASIS OF PAYMENT OF BENEFITS. The basis of payment of benefits
under this Plan is that the Company shall pay the benefits out of its general
assets, in accordance with the terms of this Plan.
8.4 CLAIMS PROCEDURE.
a. CLAIM. A person who believes that he or she is being denied a
claim for benefits to which he or she is entitled under this Plan (a
"Claimant") may file a written request for such benefit with the Company,
setting forth the claim. The request must be addressed to the President of
the Company at the Company's then principal place of business.
b. DECISION ON A CLAIM. If a claim is denied, the President shall
deliver a written explanation to the Claimant, setting forth: (a) the
specific reason or reasons for the denial; (b) references to the pertinent
provisions of this Plan on which the denial is based; (c) a description of
any additional material or information necessary for the Claimant to perfect
the claim and an explanation of why that material or information is
necessary; (d) appropriate information as to the steps to be taken if the
Claimant wishes to submit the claim for review; and
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(e) the time limit for requesting a review of the claim under section 8.4.c.
The written explanation shall be delivered to the Claimant within 90 days
after receipt of the claim by the Company.
c. REVIEW OF A DENIED CLAIM. A Claimant shall have 60 days
following receipt of the denial of a claim to request a review of the denial.
A request for review shall be in writing and addressed to the President at
the Company's then principal place of business. The Claimant may submit
pertinent documents and written issues and comments. The President shall
review the denial of the claim, and shall furnish the Claimant with a
decision on review within 60 days after receipt of the Claimant's request for
review. The decision on review shall be in writing, shall be written in a
manner calculated to be understood by the Claimant, and shall include
specific reasons for the decision and specific references to the pertinent
provisions of this Plan on which the decision is based.
9. MISCELLANEOUS.
9.1. AMENDMENT OR TERMINATION. This Plan may be amended or terminated
only in a written instrument signed by both the Company and the Participant.
9.2. INUREMENT. The terms of this Plan shall be binding upon, and shall
inure to the benefit of, the Company, the Participant, the Participant's
Beneficiary, and their respective heirs, personal representatives,
successors, and permitted assigns.
9.3. GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the laws of the State of Colorado.
9.4. EXHIBIT. The Exhibit attached hereto is incorporated herein by
reference.
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IN WITNESS WHEREOF, the Company has adopted this Plan effective as of
the date indicated below.
"Company"
CIBER, INC., a
Delaware corporation
Effective date:
March 1, 1996 By: /s/ BOBBY G. STEVENSON
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Name: Bobby G. Stevenson
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Title: President
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