USCS INTERNATIONAL, INC.
BONUS DEFERRAL PLAN
TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS
1.1 "Affiliate" ................................................ 1
1.2 "Beneficiary" .............................................. 1
1.3 "Board of Directors" ....................................... 2
1.4 "Code" ..................................................... 2
1.5 "Committee" ................................................ 2
1.6 "Company" .................................................. 2
1.7 "Compensation" ............................................. 2
1.8 "Compensation Deferrals" ................................... 2
1.9 "Disability" ............................................... 3
1.10 "Eligible Employee" ....................................... 3
1.11 "Employers" ............................................... 3
1.12 "ERISA" ................................................... 3
1.13 "Participant" ............................................. 4
1.14 "Participant's Account" or "Account" ...................... 4
1.15 "Plan" .................................................... 4
1.16 "Plan Year" ............................................... 4
SECTION 2 PARTICIPATION
2.1 Participation .............................................. 4
2.1.1 Elections by Eligible Employees ..................... 4
2.1.2 No Election Changes ................................. 5
2.1.3 Specific Timing and Method of Election .............. 5
2.2 Hardship Suspension of Participation ....................... 5
2.3 Termination of Participation ............................... 5
SECTION 3 COMPENSATION DEFERRAL ELECTIONS
3.1 Compensation Deferrals ..................................... 6
3.2 Crediting of Compensation Deferrals ........................ 6
3.3 Deemed Investment Return ................................... 7
3.4 Form of Payment ............................................ 7
3.5 In-Service Withdrawals ..................................... 8
SECTION 4 ACCOUNTING
4.1 Participants' Accounts ..................................... 9
4.2 Participants Remain Unsecured Creditors .................... 9
4.3 Accounting Methods ......................................... 9
4.4 Reports .................................................... 9
SECTION 5 DISTRIBUTIONS
5.1 Normal Time for Distribution ............................... 10
5.1.1 Termination Date .................................... 10
5.1.2 Rules for Installment Payments ...................... 10
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5.2 Special Rule for Disability ................................ 11
5.3 Death of the Participant ................................... 11
5.4 Beneficiary Designations ................................... 11
5.4.1 Changes.............................................. 11
5.4.2 Failed Designations.................................. 12
5.5 Financial Hardship.......................................... 12
5.6 Payments to Incompetents.................................... 13
5.7 Undistributable Accounts.................................... 13
5.8 Committee Discretion........................................ 14
SECTION 6 PARTICIPANT'S INTEREST IN ACCOUNT
6.1 Compensation Deferral Contributions......................... 14
SECTION 7 ADMINISTRATION OF THE PLAN
7.1 Plan Administrator.......................................... 14
7.2 Committee................................................... 14
7.3 Actions by Committee........................................ 14
7.4 Powers of Committee......................................... 15
7.5 Decisions of Committee...................................... 17
7.6 Administrative Expenses..................................... 17
7.7 Eligibility to Participate.................................. 17
7.8 Indemnification............................................. 17
SECTION 8 FUNDING
8.1 Unfunded Plan............................................... 18
SECTION 9 MODIFICATION OR TERMINATION OF PLAN
9.1 Employers' Obligations Limited.............................. 18
9.2 Right to Amend or Terminate................................. 18
9.3 Disposition of Affiliates................................... 19
9.4 Effect of Termination....................................... 19
SECTION 10 GENERAL PROVISIONS
10.1 Participation by Affiliates................................. 20
10.2 Inalienability.............................................. 20
10.3 Rights and Duties........................................... 21
10.4 No Enlargement of Employment Rights......................... 21
10.5 Apportionment of Costs and Duties........................... 21
10.6 Compensation Deferrals Not Counted Under Other
Employee Benefit Plans...................................... 21
10.7 Applicable Law.............................................. 22
10.8 Severability................................................ 22
10.9 Captions.................................................... 22
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USCS INTERNATIONAL, INC.
BONUS DEFERRAL PLAN
(EFFECTIVE JANUARY 1, 1997)
USCS INTERNATIONAL, INC., a Delaware corporation, hereby
establishes the USCS International, Inc. Bonus Deferral Plan, effective
January 1, 1997, for the benefit of a select group of management employees of
the Company and its participating Affiliates, in order to provide such
employees with certain deferred compensation benefits. The Plan is an
unfunded deferred compensation plan that is intended to qualify for the
exemptions provided in sections 201, 301, and 401 of ERISA.
SECTION 1
DEFINITIONS
The following words and phrases shall have the following meanings
unless a different meaning is plainly required by the context:
1.1 "AFFILIATE" shall mean (a) the Company, and (b) each
corporation, trade or business which is, together with any Employer, a member
of a controlled group of corporations or an affiliated service group or under
common control (within the meaning of section 414(b), (c) or (m) of the
Code), but only for the period during which such other entity is so
affiliated with any Employer.
1.2 "BENEFICIARY" shall mean the person or persons entitled to
receive the balance credited to a Participant's
1
Account under the Plan upon the death of the Participant, as provided in
Section 5.4.
1.3 "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time.
1.4 "CODE" shall mean the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code shall include such
section, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing or superseding
such section.
1.5 "COMMITTEE" shall mean the committee appointed by the Board of
Directors to administer the Plan. The members of the Committee shall serve
at the pleasure of the Board of Directors.
1.6 "COMPANY" shall mean USCS International, Inc., a Delaware
corporation.
1.7 "COMPENSATION" shall mean a Participant's bonuses and other
incentive compensation (if any) eligible to be deferred under the Plan. The
Committee, in its discretion, shall from time to time designate the types of
bonuses and other incentive compensation which shall be eligible for deferral
under the Plan. A Participant's Compensation shall not include any other
type of remuneration.
1.8 "COMPENSATION DEFERRALS" shall mean the amounts credited to
Participants' Accounts under the Plan pursuant to their deferral elections
made in accordance with Section 2.1.
1.9 "DISABILITY" or "DISABLED" shall mean a physical or mental
impairment that renders a Participant incapable of performing the functions
of his or her position for a period of
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one year. A Participant shall be Disabled only if he or she is determined to
be disabled by a third party or parties designated from time to time by the
Committee.
1.10 "ELIGIBLE EMPLOYEE" shall mean an employee of an Employer who
has been designated by the Committee (in its discretion) as eligible to
participate in the Plan. For this purpose, the Committee may designate
employees on an individual by individual basis and/or pursuant to such
procedures or criteria as it may establish from time to time. An employee who
is an Eligible Employee for a given Plan Year in no way is guaranteed or
assured of being selected as an Eligible Employee for any subsequent Plan Year
or Plan Years.
1.11 "EMPLOYERS" shall mean the Company and each of its Affiliates
that adopts the Plan with the approval of the Board of Directors. With respect
to an individual Participant, "EMPLOYER" shall mean the Company or its
Affiliate that (a) directly employs such Participant, and (b) has adopted the
Plan (with the approval of the Board of Directors).
1.12 "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended. Reference to a specific section of ERISA shall include
such section, any valid regulation promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing or superseding such
section.
1.13 "PARTICIPANT" shall mean an Eligible Employee who (a) has
become a Participant in the Plan pursuant to Section 2.1 and (b) has not ceased
to be a Participant pursuant to Section 2.3.
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1.14 "PARTICIPANT'S ACCOUNT" or "ACCOUNT" shall mean as to any
Participant the separate account maintained on the books of the Employers in
order to reflect his or her interest under the Plan.
1.15 "PLAN" shall mean the USCS International, Inc. Bonus Deferral
Plan, as set forth in this instrument and as hereafter amended from time to
time.
1.16 "PLAN YEAR" shall mean the calendar year.
SECTION 2
PARTICIPATION
2.1 PARTICIPATION. Each Eligible Employee's decision to become a
Participant shall be entirely voluntary.
2.1.1 ELECTIONS BY ELIGIBLE EMPLOYEES. An Eligible Employee
may elect to become a Participant (or to continue or reinstate his or her
active participation) in the Plan for any Plan Year by electing to make
Compensation Deferrals under the Plan. An election under this Section 2.1.1 to
make Compensation Deferrals shall be effective only for the Plan Year with
respect to which the election is made.
2.1.2 NO ELECTION CHANGES. A Participant shall not be
permitted to change or revoke his or her election for a Plan Year after such
election has been made, except that (a) to the limited extent provided in
Section 2.2, a Participant may change or revoke his or her election, and (b) if
a Participant's job changes to a position which is ineligible for the Plan, his
or her deferrals under the Plan shall cease.
2.1.3 SPECIFIC TIMING AND METHOD OF ELECTION.
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Notwithstanding any contrary provision of this Section 2.1, the Committee, in
its sole discretion, shall determine the manner and deadlines for
Participants to make Compensation Deferral elections. Such manner and
deadlines may differ from Eligible Employee to Eligible Employee and from
time to time, as determined by the Committee.
2.2 HARDSHIP SUSPENSION OF PARTICIPATION. In the event that a
Participant incurs a financial hardship, the Committee, in its sole discretion,
may suspend the Participant's Compensation Deferrals. However, an election to
make Compensation Deferrals under Section 2.1 shall be irrevocable as to
amounts deferred as of the effective date of any suspension in accordance with
this Section 2.2. For purposes of the Plan, a "financial hardship" shall mean
a severe financial emergency which is caused by a sudden and unexpected
accident, illness or other event beyond the control of the Participant which
would, if no suspension of deferrals (or accelerated distribution under Section
5.5 were made), result in severe financial hardship to the Participant or a
member of his or her immediate family.
2.3 TERMINATION OF PARTICIPATION. An Eligible Employee who has
become a Participant shall remain a Participant until his or her entire vested
Account balance is distributed. However, an individual who has become a
Participant may or may not be an Eligible Employee making Compensation
Deferrals for a particular Plan Year, depending upon whether he or she (a) then
meets the definition of Eligible Employee, or (b) has elected to make
Compensation Deferrals for such Plan Year.
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SECTION 3
COMPENSATION DEFERRAL ELECTIONS
3.1 COMPENSATION DEFERRALS. At the times and in the manner
prescribed in Section 2.1, each Eligible Employee may elect to defer portions
of his or her Compensation and to have the amounts of such deferrals credited
to his or her Account under the Plan on the books of the Employer. For each
Plan Year, an Eligible Employee may elect to defer an amount equal to any
whole percentage or specific dollar amount (in whole dollar increments) of
the Participant's Compensation, provided that the Committee, in its
discretion and from time to time, may establish more restrictive rules
regarding permissible deferral elections (E.G., but not by way of limitation,
permitting deferral elections only in increments of five percent).
Notwithstanding any contrary provision of the Plan, the Committee may reduce
a Participant's Compensation Deferrals to the extent necessary to satisfy
applicable withholding tax requirements and employee welfare plan
contributions.
3.2 CREDITING OF COMPENSATION DEFERRALS. The amounts deferred
pursuant to Section 3.1 shall reduce the Participant's Compensation during
the Plan Year and shall be credited to the Participant's Account as of a date
which is no later than five business days after such amounts otherwise would
have been paid to the Participant, as determined by the Committee. For each
Plan Year, the exact dollar amount to be deferred from each Compensation
payment shall be determined by the Committee under such formulae as it shall
adopt from time to time.
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3.3 DEEMED INVESTMENT RETURN ON ACCOUNTS. Although no assets will
be segregated or otherwise set aside with respect to a Participant's Account,
the amount that is ultimately payable to the Participant with respect to his or
her Account shall be determined as if such Account had been invested in such
manner as the Committee, in its discretion, may specify from time to time. The
Committee, in its sole discretion, shall adopt (and may modify from time to
time) such rules and procedures as it deems necessary or appropriate to
implement the deemed investment of the Participants' Accounts. Such procedures
generally shall provide that a Participant shall be entitled to make deemed
investment elections as to the deemed investment of his or her Account.
However, such procedures may differ among Participants or classes of
Participants, as determined by the Committee in its discretion.
3.4 FORM OF PAYMENT. Each Participant shall indicate on his or her
first deferral election made pursuant to Section 3.1 the form of payment for
his or her Account. A Participant may elect (a) a lump sum payment, (b) five
annual installment payments, (c) ten annual installment payments, or
(d) fifteen annual installment payments. On any subsequent deferral election
(I.E., an election for a subsequent Plan Year), each Participant may choose a
different form of payment (from the above choices); provided, however, that a
Participant may not choose a more rapid form of payment. A Participant's last
effective election shall apply to all amounts credited to the Participant's
Account, without regard to the Plan Year in which such amounts are credited.
7
3.5 IN-SERVICE WITHDRAWALS. Notwithstanding any contrary provision
of the Plan, and pursuant to such procedures as the Committee may adopt from
time to time, a Participant may indicate on his or her deferral election (made
pursuant to Section 3.1) the time for payment of all or a portion of the
Compensation Deferrals to be made for the specific Plan Year covered by such
deferral election. Payment of such deferrals (as increased or decreased by any
deemed earnings or losses) will be made in four equal installments, commencing
on the date elected by the Participant. A Participant may elect to commence
receiving payment of such deferrals after any whole number of calendar years
(not less than five) specified by the Participant in his or her deferral
election. A Participant's election as to the time for commencement of payment
shall be irrevocable and shall apply to the elected portion of the amounts
credited to the Participant's Account during the Plan Year with respect to
which the election is made.
SECTION 4
ACCOUNTING
4.1 PARTICIPANTS' ACCOUNTS. At the direction of the Committee,
there shall be established and maintained on the books of the Employer, a
separate Account for each Participant to which shall be credited all
Compensation Deferrals made by the Participant, and deemed investment returns,
gains and losses on such Compensation Deferrals.
4.2 PARTICIPANTS REMAIN UNSECURED CREDITORS. All amounts credited
to a Participant's Account under the Plan shall
8
continue for all purposes to be a part of the general assets of the Employer.
Each Participant's interest in the Plan shall make him or her only a
general, unsecured creditor of the Employer.
4.3 ACCOUNTING METHODS. The accounting methods or formulae to be
used under the Plan for the purpose of maintaining the Participants' Accounts,
including the calculation and crediting of deemed returns, gains and losses,
shall be determined by the Committee, in its sole discretion. The accounting
methods or formulae selected by the Committee may be revised from time to time.
4.4 REPORTS. Each Participant shall be furnished with periodic
statements of his or her Account, reflecting the status of his or her interest
in the Plan, at least annually.
SECTION 5
DISTRIBUTIONS
5.1 NORMAL TIME FOR DISTRIBUTION. Subject to Sections 5.2 and 5.3,
distribution of the balance credited to a Participant's Account shall commence
no later than January 15 of the Plan Year following the Participant's
"termination date" (as defined in Section 5.1.1).
5.1.1 TERMINATION DATE. A Participant's "termination date"
means the date of the Participant's termination of employment with all
Employers and Affiliates for any reason, except as provided in the following
sentence. However, if (a) the Participant's termination of employment with all
Employers and Affiliates occurs on account of the sale of the stock or assets
of the Affiliate employing the Participant, or
9
due to a spin-off, split-up or other similar change in the capital structure
of the Affiliate, and (b) the Participant continues in employment with the
new non-Affiliate (or its successor), then the Participant's "termination
date" means the date of the Participant's termination of employment for any
reason from such non-Affiliate.
5.1.2 RULES FOR INSTALLMENT PAYMENTS. If, pursuant to Section
3.4, the Participant elected to receive five, ten or fifteen annual installment
payments, his or her first installment shall be equal to 1/5th, 1/10th, or
1/15th (respectively) of the balance then credited to his or her Account. Each
subsequent annual installment shall be paid to the Participant as near as
administratively practicable to each anniversary of the first installment
payment. The amount of each subsequent installment shall be equal to the
balance then credited to the Participant's Account, divided by the number of
installments remaining to be made. While a Participant's Account is in
installment payout status, the unpaid balance credited to the Participant's
Account shall continue to be credited with deemed returns, gains and losses
under Section 3.3.
5.2 SPECIAL RULE FOR DISABILITY. If a Participant becomes Disabled
prior to his or her termination of employment with all Employers and
Affiliates, the balance then credited to his or her Account shall be
distributed to him or her at the time specified in Section 5 and in the form
and manner elected under Section 3.4.
5.3 DEATH OF THE PARTICIPANT. If a Participant dies, the balance
then credited to his or her Account shall be
10
distributed to his or her Beneficiary or Beneficiaries, in the same form and
manner elected by the Participant under Section 3.4.
5.4 BENEFICIARY DESIGNATIONS. Each Participant may, pursuant to
such procedures as the Committee may specify, designate one or more
Beneficiaries. Primary and secondary Beneficiaries are permitted.
5.4.1 CHANGES. A Participant may designate different
Beneficiaries (or may revoke a prior Beneficiary designation) at any time by
delivering a new designation (or revocation of a prior designation) in like
manner. Any designation or revocation shall be effective only if it is
received by the Committee. However, when so received, the designation or
revocation shall be effective as of the date the notice is executed (whether or
not the Participant still is living), but without prejudice to the Committee on
account of any payment made before the change is recorded. The last effective
designation received by the Committee shall supersede all prior designations.
5.4.2 FAILED DESIGNATIONS. If a Participant dies without
having effectively designated a Beneficiary, or if no Beneficiary (primary or
secondary) survives the Participant, the Participant's Account shall be payable
to his or her surviving spouse, or, if the Participant is not survived by his
or her spouse, the Account shall be paid to his or her estate.
5.5 FINANCIAL HARDSHIP. In the event that a Participant incurs a
"financial hardship" (as defined in Section 2.2), the Committee, in its sole
discretion and notwithstanding
11
any contrary provision of the Plan, may determine that all or part of the
Participant's Account shall be paid to him or her immediately; provided,
however, that the amount paid to the Participant pursuant to this Section 5.5
shall be limited to the amount reasonably necessary to alleviate the
Participant's hardship. Also, payment under this Section 5.5 may not be made
to the extent that the hardship may be relieved by suspension of the
Participant's Compensation Deferrals in accordance with Section 2.2.
5.6 PAYMENTS TO INCOMPETENTS. If any individual to whom a benefit
is payable under the Plan is a minor or legally incompetent, the Committee
shall determine whether payment shall be made directly to the individual, any
person acting as his or her custodian or legal guardian under the California
Uniform Transfers to Minors Act, his or her legal representative or a near
relative, or directly for his or her support, maintenance or education.
5.7 UNDISTRIBUTABLE ACCOUNTS. Each Participant and (in the event of
death) his or her Beneficiary shall keep the Committee advised of his or her
current address. If the Committee is unable to locate the Participant or
Beneficiary to whom a Participant's Account is payable under this Section 5,
the Participant's Account shall continue to be credited with deemed returns,
gains and losses in accordance with Section 3.3. Accounts that, in accordance
with the preceding sentence, have been undistributable for a period of 35
months shall be forfeited as of the end of the 35th month. If a Participant
whose Account was forfeited under this Section 5.7 (or his or her Beneficiary)
12
files a claim for distribution of the Account after the date that it was
forfeited, and if the Committee determines that such claim is valid, then the
forfeited balance shall be paid by the Employer in a lump sum cash payment as
soon as practicable thereafter.
5.8 COMMITTEE DISCRETION. Within the specific time periods
described in this Section 5, the Committee shall have sole discretion to
determine the specific timing of the payment of any Account balance under the
Plan.
SECTION 6
PARTICIPANT'S INTEREST IN ACCOUNT
6.1 COMPENSATION DEFERRAL CONTRIBUTIONS. Subject to Sections 8.1
(relating to creditor status) and 9.2 (relating to amendment and/or termination
of the Plan), a Participant's interest in the balance credited to his or her
Account at all times shall be 100% vested and nonforfeitable.
SECTION 7
ADMINISTRATION OF THE PLAN
7.1 PLAN ADMINISTRATOR. The Company is hereby designated as the
administrator of the Plan (within the meaning of section 3(16)(A) of ERISA).
7.2 COMMITTEE. The Plan shall be administered by the Committee.
The Committee shall have the authority to control and manage the operation and
administration of the Plan. Any member of the Committee may resign at any time
by notice in writing mailed or delivered to the Secretary of the Company.
13
7.3 ACTIONS BY COMMITTEE. Each decision of a majority of the
members of the Committee then in office shall constitute the final and binding
act of the Committee. The Committee may act with or without a meeting being
called or held and shall keep minutes of all meetings held and a record of all
actions taken by written consent.
7.4 POWERS OF COMMITTEE. The Committee shall have all powers and
discretion necessary or appropriate to supervise the administration of the Plan
and to control its operation in accordance with its terms, including, but not
by way of limitation, the following discretionary powers:
(a) To interpret and determine the meaning and validity of the
provisions of the Plan and to determine any question arising under, or in
connection with, the administration, operation or validity of the Plan or
any amendment thereto;
(b) To determine the types of bonuses which shall be eligible for
deferral under the Plan;
(c) To determine any and all considerations affecting the
eligibility of any employee to become a Participant or remain a
Participant in the Plan;
(d) To cause one or more separate Accounts to be maintained for each
Participant;
(e) To cause Compensation Deferrals and deemed returns, gains and
losses to be credited to Participants' Accounts;
(f) To establish and revise a method or procedure for the deemed
investment of Participants' Accounts, as provided
14
in Section 3.3;
(g) To establish and revise an accounting method or formula for the
Plan, as provided in Section 4.3;
(h) To determine the manner and form in which any distribution is to
be made under the Plan;
(i) To determine the status and rights of Participants and their
spouses, Beneficiaries or estates;
(j) To employ such counsel, agents and advisers, and to obtain such
legal, clerical and other services, as it may deem necessary or
appropriate in carrying out the provisions of the Plan;
(k) To establish, from time to time, rules for the performance of
its powers and duties and for the administration of the Plan;
(l) To arrange for annual distribution to each Participant of a
statement of benefits accrued under the Plan;
(m) To publish a claims and appeal procedure satisfying the minimum
standards of section 503 of ERISA pursuant to which individuals or estates
may claim Plan benefits and appeal denials of such claims;
(n) To delegate to any one or more of its members or to any other
person, severally or jointly, the authority to perform for and on behalf
of the Committee one or more of the functions of the Committee under the
Plan; and
(o) To decide all issues and questions regarding Account balances,
and the time, form, manner and amount of distributions to Participants.
15
7.5 DECISIONS OF COMMITTEE. All actions, interpretations, and
decisions of the Committee shall be conclusive and binding on all persons, and
shall be given the maximum possible deference allowed by law.
7.6 ADMINISTRATIVE EXPENSES. All expenses incurred in the
administration of the Plan by the Committee, or otherwise, including legal fees
and expenses, shall be paid and borne by the Employers.
7.7 ELIGIBILITY TO PARTICIPATE. No member of the Committee who is
also an employee of an Employer shall be excluded from participating in the
Plan if otherwise eligible, but he or she shall not be entitled, as a member of
the Committee, to act or pass upon any matters pertaining specifically to his
or her own Account under the Plan.
7.8 INDEMNIFICATION. Each of the Employers shall, and hereby does,
indemnify and hold harmless the members of the Committee, from and against any
and all losses, claims, damages or liabilities (including attorneys' fees and
amounts paid, with the approval of the Board of Directors, in settlement of any
claim) arising out of or resulting from the implementation of a duty, act or
decision with respect to the Plan, so long as such duty, act or decision does
not involve gross negligence or willful misconduct on the part of any such
individual.
16
SECTION 8
FUNDING
8.1 UNFUNDED PLAN. All amounts credited to a Participant's Account
under the Plan shall continue for all purposes to be a part of the general
assets of the Employer. The interest of the Participant in his or her Account,
including his or her right to distribution thereof, shall be an unsecured claim
against the general assets of the Employer. Nothing contained in the Plan
shall give any Participant or beneficiary any interest in or claim against any
specific assets of the Employer.
SECTION 9
MODIFICATION OR TERMINATION OF PLAN
9.1 EMPLOYERS' OBLIGATIONS LIMITED. The Employers intend to
continue the Plan indefinitely, and to maintain each Participant's Account
until it is scheduled to be paid to him or her in accordance with the
provisions of the Plan. However, the Plan is voluntary on the part of the
Employers, and the Employers do not guarantee to continue the Plan. The
Company at any time may, by amendment of the Plan, suspend Compensation
Deferrals or may discontinue Compensation Deferrals, with or without cause.
Complete discontinuance of all Compensation Deferrals shall be deemed a
termination of the Plan.
9.2 RIGHT TO AMEND OR TERMINATE. The Board of Directors reserves
the right to alter, amend or terminate the Plan, or any part thereof, in such
manner as it may determine, at any time and for any reason.
17
9.3 DISPOSITION OF AFFILIATES. Notwithstanding any contrary
provision of the Plan, in the event that one or more Participants transfer
employment to a non-Affiliate pursuant to an agreement regarding the sale of
the stock or assets of an Affiliate, or a spin-off, split-up or other change in
the capital structure of an Affiliate (each, an "affected Participant"), the
Board of Directors, in its sole discretion, may determine that (a) the
liability for amounts credited to an affected Participant's Account shall be
assigned or transferred to such non-Affiliate (or an affiliate thereof), and
upon acceptance by the non-Affiliate (or affiliate thereof) of such liability,
no Employer shall have any liability under the Plan to such affected
Participant, or (b) the amounts credited to an affected Participant's Account
shall be distributed to him or her (in a single lump sum) no later than January
15 of the Plan Year following the affected Participant's termination of
employment with all Employers and Affiliates.
9.4 EFFECT OF TERMINATION. If the Plan is terminated pursuant to
this Section 9, the balances credited to the Accounts of the affected
Participants shall be distributed to them at the time and in the manner set
forth in Section 5; provided, however, that the Committee, in its sole
discretion, may authorize accelerated distribution of Participants' Accounts as
of any earlier date.
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SECTION 10
GENERAL PROVISIONS
10.1 PARTICIPATION BY AFFILIATES. One or more Affiliates of the
Company may become participating Employers by adopting the Plan and obtaining
approval for such adoption from the Board of Directors. By adopting the
Plan, an Affiliate shall be deemed to agree to all of its terms, including
(but not limited to) the provisions granting exclusive authority (a) to the
Board of Directors to amend the Plan, and (b) to the Committee to administer
and interpret the Plan. Any Affiliate may terminate its participation in the
Plan at any time. The liabilities incurred under the Plan to the
Participants employed by each Employer shall be solely the liabilities of
that Employer, and no other Employer shall be liable for benefits accrued by
a Participant during any period when he or she was not employed by such
Employer. A list of participating Employers, and the effective dates of
their participation, is attached hereto as Appendix A.
10.2 INALIENABILITY. In no event may either a Participant, a
former Participant or his or her Beneficiary, spouse or estate sell,
transfer, anticipate, assign, hypothecate, or otherwise dispose of any right
or interest under the Plan; and such rights and interests shall not at any
time be subject to the claims of creditors nor be liable to attachment,
execution or other legal process. Accordingly, for example, a Participant's
interest in the Plan is not transferable pursuant to a domestic relations
order.
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10.3 RIGHTS AND DUTIES. Neither the Employers nor the Committee
shall be subject to any liability or duty under the Plan except as expressly
provided in the Plan, or for any action taken, omitted or suffered in good
faith.
10.4 NO ENLARGEMENT OF EMPLOYMENT RIGHTS. Neither the
establishment or maintenance of the Plan, the making of any Compensation
Deferrals nor any action of any Employer or the Committee, shall be held or
construed to confer upon any individual any right to be continued as an
employee of the Employer nor, upon dismissal, any right or interest in any
specific assets of the Employers other than as provided in the Plan. Each
Employer expressly reserves the right to discharge any employee at any time.
10.5 APPORTIONMENT OF COSTS AND DUTIES. All acts required of the
Employers under the Plan may be performed by the Company for itself and its
Affiliates, and the costs of the Plan may be equitably apportioned by the
Committee among the Company and the other Employers. Whenever an Employer is
permitted or required under the terms of the Plan to do or perform any act,
matter or thing, it shall be done and performed by any officer or employee of
the Employer who is thereunto duly authorized by the board of directors of
the Employer.
10.6 COMPENSATION DEFERRALS NOT COUNTED UNDER OTHER EMPLOYEE
BENEFIT PLANS. Compensation Deferrals under the Plan will not be considered
for purposes of contributions or benefits under any other employee benefit
plan sponsored by the Employers.
10.7 APPLICABLE LAW. The provisions of the Plan shall be
construed, administered and enforced in accordance with ERISA,
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and to the extent not preempted by ERISA, with the laws of the State of
California.
10.8 SEVERABILITY. If any provision of the Plan is held invalid or
unenforceable, its invalidity or unenforceability shall not affect any other
provisions of the Plan, and in lieu of each provision which is held invalid
or unenforceable, there shall be added as part of the Plan a provision that
shall be as similar in terms to such invalid or unenforceable provision as
may be possible and be valid, legal, and enforceable.
10.9 CAPTIONS. The captions contained in and the table of contents
prefixed to the Plan are inserted only as a matter of convenience and for
reference and in no way define, limit, enlarge or describe the scope or
intent of the Plan nor in any way shall affect the construction of any
provision of the Plan.
EXECUTION
IN WITNESS WHEREOF, USCS International, Inc., by its duly authorized
officer, has executed this Plan on the date indicated below.
USCS INTERNATIONAL, INC.
Dated: August 11, 1997 By: /James C. Castle/
Title: Chairman & CEO
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APPENDIX A
LIST OF PARTICIPATING EMPLOYERS
EMPLOYER EFFECTIVE DATE OF PARTICIPATION
1. USCS International, Inc. January 1, 1997
2. International Billing Services, Inc. January 1, 1997
3. CableData, Inc. January 1, 1997