Exhibit 10.d
Pages 108-130
FIRST BANCORP
SENIOR MANAGEMENT
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective
January 1, 1993
TABLE OF CONTENTS
Page
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ARTICLE 1 - DEFINITIONS 3
ARTICLE 2 - ELIGIBILITY 5
ARTICLE 3 - EARLY RETIREMENT 6
ARTICLE 4 - NORMAL RETIREMENT 7
ARTICLE 5 - DELAYED RETIREMENT 9
ARTICLE 6 - DISABILITY RETIREMENT 10
ARTICLE 7 - SURVIVOR BENEFITS 12
ARTICLE 8 - TERMINATION OF EMPLOYMENT 14
ARTICLE 9 - PAYMENT OF RETIREMENT BENEFITS 16
ARTICLE 10 - PENSION RETIREMENT COMMITTEE 17
ARTICLE 11 - CLAIM PROCEDURE 18
ARTICLE 12 - UNFUNDED PLAN 19
ARTICLE 13 - SPENDTHRIFT 20
ARTICLE 14 - AMENDMENT AND TERMINATION 21
ARTICLE 15 - MISCELLANEOUS PROVISIONS 22
1
FIRST BANCORP
SENIOR MANAGEMENT
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
EFFECTIVE January 1, 1993 the Employer establishes the First Bancorp Senior
Management Supplemental Executive Retirement Plan.
WHEREAS, it is the intention of the Employer to establish an unfunded,
nonqualified, supplemental pension plan for the benefit of members of management
and highly compensated employees, as selected by the Employer's Board of
Directors.
WHEREAS, the Plan embodied herein has been duly approved and authorized by
the Board of Directors of said Employer.
NOW, THEREFORE, THIS AGREEMENT,
CREATION AND NAME
This Plan is effective January 1, 1993. The name of the Plan shall be the First
Bancorp Senior Management Supplemental Executive Retirement Plan, hereafter
referred to as "Plan"
2
ARTICLE 1
DEFINITIONS
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The following terms shall have the meanings indicated when capitalized
throughout this document, unless the context clearly indicates otherwise.
1.1 Accrued Benefit shall mean a Participant's benefit
determined on any given date and will be the benefit
to which he will be entitled at his Normal Retirement
Date. The Accrued Benefit is determined as follows:
The Participant's benefit payable at his Normal
Retirement Date, determined with reference to Section
4.2 herein, using actual Years of Credited Service
and Final Average Compensation as of the date the
benefit is determined.
1.2 Actuarial (or Actuarially) Equivalent shall mean a
benefit of equivalent value to the Normal Annuity
Form determined by generally accepted actuarial
principles, using the interest and mortality rates
set forth for this purpose in the First Bancorp
Employees' Pension Plan.
1.3 Board shall mean the Board of Directors of the
Employer.
1.4 Code shall mean the Internal Revenue Code of 1986 and
amendments thereto.
1.5 Committee shall mean the Pension Retirement Committee
appointed by the Board to administer the Plan (also
known as the Pension Committee or the Retirement
Committee).
1.6 Compensation - An Employee's Compensation for any
Plan Year shall mean his wages within the meaning of
Code Section 3401(a) and all other payments to the
Employee by the Employer (in the course of the
Employer's trade or business) for which the Employer
is required to furnish the Employee a written
statement under Code Section 6041(d) and 6051(a)(3),
reduced by all of the following (even if includable
in gross income): Reimbursements or other expense
allowances, fringe benefits (cash and noncash),
moving expenses, deferred compensation and welfare
benefits. Compensation shall also include elective
contributions that are made by the Employer on behalf
of the Employee that are not included in gross income
under Code Section 125, 402(a)(8) or 402(h).
As of any Anniversary Date, an Employee's
Compensation shall be the Compensation (as defined in
the preceding paragraph) paid for the prior calendar
year.
1.7 Dates:
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(a) The Effective Date of the Plan is January 1,
1993.
(b) Anniversary Date is January 1, 1993, and
thereafter the Anniversary Date shall be the
first day of each Plan Year.
(c) Plan Year: The Plan Year shall begin each
January 1 and end the following December 31.
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(d) Entry Date shall mean the date specified by the
Board on which an Employee's participation shall
begin.
1.8 Eligible Spouse shall mean the spouse to whom a
Participant is married on the date the Participant's
benefits under this Plan are to commence or on the
Participant's date of death.
1.9 Employee shall mean any person on the payroll of the
Employer who is subject to withholding for purposes
of Federal income taxes and for purposes of the
Federal Insurance Contributions Act.
1.10 Employer or Company shall mean First Bancorp and any
successor of First Bancorp.
1.11 Gender and Number - The masculine pronoun shall
include the feminine and the singular shall include
the plural.
1.12 Normal Retirement Age shall be a Participant's 65th
birthday.
1.13 Normal Retirement Date for a Participant shall be the
first day of the month coinciding with or next
following the Participant's 65th birthday.
1.14 Participant shall mean any Employee or former
Employee (or Beneficiary thereof) who has become a
Participant pursuant to the provisions of Section 2.1
and whose benefits under the Plan have not been paid
in full.
1.15 Plan shall mean the "First Bancorp Senior Management
Supplemental Executive Retirement Plan" as embodied
in this instrument, any and all supporting documents,
and all subsequent amendments and supplements
thereto.
1.16 Plan Administrator shall mean the Employer, unless
otherwise designated by the Board.
1.17 Service
(a) Years of Credited Service shall mean a
Participant's "Years of Credited Service" as
defined in the First Bancorp Employees' Pension
Plan.
(b) Years of Service shall mean a Participant's
"Years of Service" as defined in the First
Bancorp Employees' Pension Plan
4
ARTICLE 2
ELIGIBILITY
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2.1 Requirements for Participation - An Eligible Employee
shall participate in the Plan on January 1, 1993 or
any subsequent Entry Date coinciding with or next
following the date he is designated by the Board as a
Participant in the Plan.
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ARTICLE 3
EARLY RETIREMENT
----------------
3.1 Early Retirement Benefit - If a Participant shall
cease to be an Employee following his 55th birthday
but prior to his Normal Retirement Date, this shall
be considered as an Early Retirement, provided the
Participant shall have completed 15 Years of Service
in the employ of the Employer. Monthly benefit
payments shall start on the date the Participant's
retirement benefits under the First Bancorp
Employees' Pension Plan start, and the amount of such
benefit shall be determined as follows:
(a) If the payment of benefits commences at Normal
Retirement Date, the amount of the benefit shall
be the Participant's Accrued Benefit determined
as of his Early Retirement Date.
(b) If the payment of benefits commences prior to
Normal Retirement Date, the amount of the
benefit shall be the Participant's Accrued
Benefit determined as of his Early Retirement
Date, reduced as follows:
The Accrued Benefit shall be reduced by 1/180 for
each of the first 60 months, and 1/360 for each of
the next 60 months, by which payments commence prior
to Normal Retirement Date.
3.2 The Early Retirement Date of a Participant who ceases
to be an Employee shall be the first day of the month
coinciding with or next following the date such
Participant meets the requirements stated in Section
3.1.
3.3 The Accrued Benefit of a Participant shall be 100%
vested and nonforfeitable on his Early Retirement
Date.
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ARTICLE 4
NORMAL RETIREMENT
-----------------
4.1 At Normal Retirement Age each Participant shall have
a 100% vested and nonforfeitable right to his Normal
Retirement Benefit.
4.2 Amount of Normal Retirement Benefit - The amount of
the monthly Normal Retirement Benefit, payable as a
straight life annuity, shall be determined as
follows:
(a) Determination of Normal Retirement Benefit -
Each Participant shall be entitled to receive a
monthly retirement benefit commencing at Normal
Retirement Date in an amount equal to (1), minus
(2) minus (3) below:
(1) 3.0% of the Participant's Final Average
Monthly Compensation multiplied by his
number of Years of Credited Service subject
to a maximum of 20 years (maximum 60%). The
maximum benefit is increased to 65% of Final
Average Compensation for James H. Garner and
gives credit to Mr. Garner for up to 22
Years of Credited Service in the calculation
of his benefit; less
(2) 50% of the Participant's monthly primary
Social Security benefit payable at his
Social Security retirement age, less
(3) the amount of the Participant's monthly
Normal Retirement Benefit as determined
under Section 4.2 of First Bancorp
Employees' Pension Plan. If a Participant
retires or dies on a date other than his
Normal Retirement Date, the amount
determined for purposes of this Section
4.2(a)(3) shall be his "Accrued Benefit"
determined under the First Bancorp
Employees' Pension Plan as of such date.
(b) The Normal Retirement Benefit shall be equal to
the greater of a Participant's Early Retirement
Benefit or his Normal Retirement Benefit at Normal
Retirement Age.
(c) Final Average Monthly Compensation - A
Participant's "Final Average Monthly Compensation" is
one-twelfth of:
(1) his average annual Compensation for those
five consecutive Plan Years during all of
which he worked as an Employee, within the
last ten Plan Years during all of which he
worked as an Employee, that produce the
highest average, or
(2) his average annual Compensation for all Plan
Years during all of which he worked as an
Employee if five or less years.
However, the Compensation corresponding to a
Plan Year during which he did not work
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throughout the entire year shall be used as one
of the five consecutive years if the result is a
higher average than as determined under (1)
and/or (2) above.
The five consecutive Plan Years used in making
the computation may not necessarily be five
"consecutive" Plan Years, or Plan Years during
all of which the Participant worked as an
Employee may be interspersed with Plan Years
during all or part of which he did not work as
an Employee. In the latter event, all Plan Years
during which he did not work as an Employee for
all of such year shall be ignored, and the
remaining Plan Years shall be deemed to be
consecutive, provided that any Compensation
ignored as a result of the application of this
paragraph shall not be ignored if using such
Compensation would result in a higher average.
If there are no Plan Years during all of which
the Participant worked as an Employee, his Final
Average Compensation shall be his average
adjusted Compensation corresponding to the last
five Plan Years (or all Plan Years if less than
five during any part of which he is an
Employee). Adjusted Compensation is determined
by annualizing his Compensation which
corresponds to such Plan Year or Plan Years to
reflect what Compensation would have been if he
had worked as an Employee for the entire Plan
Year. Such Compensation shall be annualized by
multiplying such partial Compensation by a
ratio, the numerator of which is 365, and the
denominator of which is the number of days of
the Plan Year for which he was paid as an
Employee.
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ARTICLE 5
DELAYED RETIREMENT
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5.1 A Participant may retire later than his Normal
Retirement Date. In such event:
(a) A Participant's Delayed Retirement Date shall be
the first day of the month coincident with or
next following his last day of employment. The
amount of benefit to which the Participant shall
be entitled as of the date payments actually
commence shall be equal to his Accrued Benefit
calculated as of his Delayed Retirement Date,
considering his Final Average Compensation
through his Delayed Retirement Date and his
Years of Credited Service, subject to a maximum
of 20 years, as of such date. Not withstanding
the above, the maximum Years of Credited Service
of James H. Garner shall be 22 years with a
maximum Delayed Retirement Benefit of 65% of his
Final Average Compensation offset by the
benefits described in Section 4.2(a)(2) and
Section 4.2(a)(3).
(b) The benefit so determined in 5.1(a) above shall
be payable as a straight life annuity.
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ARTICLE 6
DISABILITY RETIREMENT
---------------------
6.1 Eligibility for Disability Retirement Benefits
(a) A Participant who is not yet eligible for Early
Retirement under Article 3 or Normal Retirement
under Article 4, and who ceases to be an
Employee due to disability shall be eligible to
receive a Disability Retirement Benefit if the
Participant qualifies for disability benefits
under a long-term disability insurance plan
sponsored by the Employer.
(b) The Disability Retirement Date of a Participant
shall be the first day of the month coinciding
with or next following the date a Participant
meets the requirements of Section 6.1(a) above.
However, benefit payment shall be deferred until
the date such long-term disability insurance
benefit shall terminate, whereupon the
Participant shall be eligible to receive his
disability retirement benefit, reduced as
provided in Section 6.2(b)(4) if payment
commences before his Normal Retirement Date.
6.2 Determination of Disability Benefit
(a) Disability benefit payments shall be payable
commencing on the first day of any month on or
after his Disability Retirement Date and before
his Normal Retirement Date, but not before
long-term disability benefit payments stop, as
elected by the Participant, provided, however,
that any such benefit shall cease upon the first
to occur of the following dates:
(1) the date the Participant is deemed to be no
longer disabled for purposes of the
long-term disability insurance plan,
(2) the date of the Participant's death, unless
the option elected by the Participant
pursuant to Article 9 provides for the
continuation of payments to an Eligible
Spouse or other Beneficiary, or
(3) the date the Participant attains his Normal
Retirement Age, at which time such
Participant shall be deemed to be a retired
Participant no longer required to furnish
proof of disability. Any benefit being paid
to a disabled Participant who reaches Normal
Retirement Age shall continue as if the
Participant had elected such benefit at his
Normal Retirement Date.
(b) The amount of such benefit shall be determined
as follows:
(1) Once a Participant is determined to be
totally and permanently disabled, his
Accrued Benefit shall become 100% vested and
nonforfeitable.
(2) Crediting of Service - For purposes of
benefit accrual, a Participant shall
continue to receive credit for Hours of
Service until his Disability Retirement Date
equal to the Hours of Service for which he
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would have normally received credit if he
had been actively employed until such date.
(3) If the payment of benefits commences at
Normal Retirement Date, the amount of the
benefit shall be the Participant's Accrued
Benefit as of his Disability Retirement
Date.
(4) If the payment of benefits commences prior
to Normal Retirement Date, the amount of the
benefit shall be the Participant's Accrued
Benefit as of his Disability Retirement
Date, reduced as follows:
The Accrued Benefit shall be reduced by 1/180
for each of the first 60 months and 1/360 for
each of the next 60 months by which the starting
date of the benefit precedes Normal Retirement
Date, and reduced actuarially in accordance with
Section 1.2(c) herein for each month thereafter.
6.3 Cash-out of Small Benefits - The provisions of
Section 6.2 notwithstanding, if the Actuarially
Equivalent lump sum present value of the disability
benefit determined for any disabled Participant shall
be $5,000 or less, then such lump sum shall be paid
directly to such disabled Participant.
6.4 Recovery from Disability - If a Participant is deemed
to be no longer disabled for purposes of the
long-term disability insurance plan prior to his
Normal Retirement Date, he shall be considered
recovered from his disability. If such Participant
returns to the service of the Employer within 30 days
of such recovery, then he shall be deemed not to have
incurred a Break in Service as a result of his
permanent and total disability, but the number of
years and fractions thereof during which he received
payments pursuant to this Article shall not be
counted in determining his Years of Credited Service
and Years of Service for any purpose under the Plan.
If the Participant does not return to the service of
the Employer within 30 days of such recovery, then he
shall be deemed to have separated from the service of
the Employer as of his Disability Retirement Date,
and no further benefits shall be payable to him under
the Plan.
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ARTICLE 7
SURVIVOR BENEFITS
-----------------
7.1 Eligibility for Survivor Benefits
(a) The Eligible Spouse of a Participant who has
completed less than five Years of Service with
the Employer shall receive no death benefits
from this Plan.
(b) If a Participant who has completed five or more
Years of Service shall die before the Earliest
Retirement Age, his surviving Eligible Spouse,
if any, shall receive a "Preretirement Survivor
Annuity" commencing at the Earliest Retirement
Age under the Plan, and subject to all relevant
early retirement reductions under the Plan.
(c) If a Participant who has completed five or more
Years of Service shall die after the Earliest
Retirement Age, his surviving Eligible Spouse,
if any, shall receive a "Preretirement Survivor
Annuity" commencing immediately (with
appropriate early retirement reductions) unless
such surviving Eligible Spouse elects a later
date under the terms of the First Bancorp
Employees' Pension Plan.
7.2 Determination of Survivor Benefits
(a) For a Participant who meets the requirements of
Section 7.1(b) above, a Preretirement Survivor
Annuity shall be determined as follows:
The Participant's surviving Eligible Spouse, if
any, will receive the same benefit that would be
payable if the Participant had:
(1) separated from service on the date of death;
(2) survived to the Earliest Retirement Age;
(3) retired at the Earliest Retirement Age with
an immediate joint and 50% survivor annuity
with his Eligible Spouse as the contingent
annuitant; and
(4) died on the day after the Earliest
Retirement Age.
(b) For a Participant who meets the requirements of
Section 7.1(c) above, a Preretirement Survivor
Annuity shall be determined as follows:
The Participant's surviving Eligible Spouse, if
any, will receive the same benefit that would be
payable if the Participant had retired on the
day prior to his death with an immediate joint
and 50% survivor annuity with his Eligible
Spouse as the contingent annuitant.
(c) Notwithstanding the provisions of Section 7.2(a)
and (b) above, if the Actuarially Equivalent
12
present value of the survivor's benefit is
$5,000 or less, such lump sum present value
shall be paid as soon as practical to the
surviving Eligible Spouse.
(d) The Earliest Retirement Age shall mean the
earliest date under the Plan on which a
Participant could elect to receive retirement
benefits. For this purpose, if a Participant
dies prior to meeting the service requirement
for eligibility for early retirement, then his
Earliest Retirement Age shall be his Normal
Retirement Age.
7.3 Death Distribution Provisions for Retired
Participants - Upon the death of a Participant who
has retired, death benefits, if any, shall be
determined under the optional form, if any, under
which his retirement benefits were being paid.
7.4 Beneficiary - The beneficiary under any optional form
of benefit payment being received by a Participant
shall be determined under the terms of the First
Bancorp Employees' Pension Plan.
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ARTICLE 8
TERMINATION OF EMPLOYMENT
-------------------------
8.1 Nonforfeitable Rights - Notwithstanding any other
provisions of this Article, a Participant's Accrued
Benefit shall be 100% vested and nonforfeitable upon
such Participant's attaining Normal Retirement Age
or, if earlier, upon his Early Retirement Date or
disability pursuant to Article 6 herein, or upon his
death after completing five Years of Service.
8.2 Terminated Participant - A terminated Participant
shall only be vested (100%) in his Accrued Benefit
under this Plan upon the date the Participant
qualifies for either Early Retirement (Section 3.1)
or Normal Retirement (Section 1.22) or in the event
of his death or Disability (as defined in Article 6).
Furthermore, a Participant will become 100% vested in
his Accrued Benefit in the event of a "Change in
Control" (see Section 8.3(b)).
A Participant who terminates his/her employment with
the Employer or any of its Affiliated Companies for
any reason, other than those listed in the preceding
paragraph shall not be entitled to any benefit under
this Plan.
8.3 Change in Control
(a) In the event of a Change in Control of the
Company (as defined below), each Participant who
is actively employed on the date of such Change
in Control as of the date of such Change in
Control shall become fully vested in his Accrued
Benefit under this Plan as of the date of such
Change in Control. Payment of such Accrued
Benefit may commence on the earlier of his Early
Retirement Date of Normal Retirement Date in
accordance with the provisions of Article 9.
(b) The term "Change in Control" as used herein
shall mean the power, directly or indirectly, to
direct the management or policies of the
Corporation or to vote forty (40%) or more of
any class of voting securities of the
Corporation, except that any merger,
consolidation or corporate reorganization in
which the owners of the capital stock entitled
to vote ("Voting Stock") in the election of
directors of the Corporation prior to said
combination own sixty-one percent (61%) or more
of the resulting entity's Voting Stock shall not
be considered a Change in Control; provided,
however, that a Change in Control shall be
deemed to have occurred if: (i) any "person" (as
that term is used in Sections 13 (d) and 14
(d)(2) of the Securities Exchange Act of 1934),
other than a trustee or other fiduciary holding
securities under an employee benefit plan of the
Corporation, is or becomes the beneficial owner
(as the term is used in Section 13(d) of the
Securities exchange act of 1934), directly or
indirectly, of thirty-three (33%) or more of the
Voting Stock of the Corporation or its
successors; (ii) during any period of two
consecutive years individuals who at the
beginning of such period constituted the Board
of Directors of the Corporation or its
successors (the "Incumbent Board") cease for any
reason to constitute at least a majority
thereof; provided, that any person who becomes a
director of the Corporation after the beginning
of such period whose election was approved by a
vote of at least three-quarters of the directors
14
comprising the Incumbent Board shall be
considered a member of the Incumbent Board; or
(iii) there occurs the sale of all or
substantially all of the assets of the
Corporation.
(c) The benefits payable under this section in the
event of a Change in Control shall be the
Accrued Benefit to which an eligible Participant
is entitled under the Plan. If the benefits to
which a Participant become entitled under the
Plan in the event of his Early Retirement or
Normal Retirement are greater than the benefits
provided under this section, then such other
benefits shall be the benefit payable to the
Participant (or the beneficiary) under the Plan.
8.4 Facts Concerning the Termination of a Participant's
Employment
(a) The facts concerning the termination of a
Participant's employment shall be transmitted to
the Committee by written statement from the
Employer, and the Committee may accept such
statement as true. The Committee shall not incur
any liability by reason of any action taken or
omitted on the strength of such statement.
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ARTICLE 9
PAYMENT OF RETIREMENT BENEFITS
------------------------------
9.1 At a Participant's Disability, Early, Normal or
Delayed Retirement Date, retirement benefits shall be
paid in the form elected by the Participant in
accordance with the terms of the First Bancorp
Employees' Pension Plan. Retirement benefits payable
in any form other than a straight life annuity shall
be the Actuarial Equivalent of the Participant's
Accrued Benefit payable as a straight life annuity.
16
ARTICLE 10
PENSION RETIREMENT COMMITTEE
----------------------------
10.1 The Retirement Committee shall have full
responsibility, discretion and authority to interpret
and administer the Plan, including the power to
promulgate rules of Plan administration, to settle
any disputes as to rights or benefits arising from
the Plan, to appoint agents and delegate its duties,
and to make decisions or take such actions as the
Retirement Committee, in its sole discretion, deems
necessary or advisable to aid in the proper
administration of the Plan. Actions and
determinations by the Retirement Committee shall be
final, binding and conclusive for all purposes of the
Plan.
The members of the Committee shall be indemnified and
held harmless by the Employer against and from any
and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by them in
connection with or resulting from any claim, action,
suit or proceeding to which they may be party or in
which they may be involved by reason of any action or
failure to act under this Plan, and against and from
any and all amounts paid by them in settlement (with
the Employer's written approval) or paid by them in
satisfaction of a judgment in any such action, suit
or proceeding. The foregoing provision shall not
apply to any person if the loss, cost, liability or
expense is due to such person's gross negligence or
willful misconduct.
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ARTICLE 11
CLAIM PROCEDURE
---------------
11.1 Filing a Claim for Benefits - Any claim for a Plan
benefit hereunder shall be filed by a Participant or
beneficiary (claimant) with the Pension Committee.
11.2 Denial of Claim
(a) If a claim for a Plan benefit is wholly or
partially denied, notice of the decision shall
be furnished to the claimant by the Committee
within a reasonable period of time after receipt
of the claim by the Committee.
(b) Any claimant who is denied a claim for benefit
shall be furnished written notice setting forth:
(1) The specific reason or reasons for the
denial;
(2) Specific reference to the pertinent Plan
provisions upon which the denial is based;
(3) 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
(4) An explanation of the Plan's claim review
procedure.
11.3 Claims Review Procedure
(a) In order that a claimant may appeal a denial of
a claim, a claimant or his duly authorized
representative:
(1) May request a review by written application
to the Committee not later than 60 days
after receipt by the claimant of written
notification of denial of a claim;
(2) May review pertinent documents; and
(3) May submit issues and comments in writing.
(b) A decision on review of a denied claim shall be
made not later than 60 days after receipt of a
request for review, unless special circumstances
require an extension of time for processing, in
which case a decision shall be rendered within a
reasonable period of time, but not later than
120 days after receipt of a request for review.
(c) The decision on review shall be in writing and
shall include the specific reasons for the
decision and the specific references to the
pertinent Plan provisions on which the decision
is based.
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ARTICLE 12
UNFUNDED PLAN
-------------
12.1 The Employer's obligations under this Plan shall be
an unfunded and unsecured promise to pay. The
Employer shall not be obligated under any
circumstances to fund its financial obligations under
this Plan. Benefit payments shall be made solely from
the Employer's general assets. Any assets which the
Employer may acquire or set aside to help cover its
financial liabilities are and must remain general
assets of the Employer subject to the claims of its
creditors. Neither the Employer nor the Plan gives
any Participant any beneficial ownership interest in
any assets of the Employer. All rights of ownership
in any such assets are and remain in the Employer.
The expenses of administering the Plan shall be borne
by the Employer.
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ARTICLE 13
SPENDTHRIFT
-----------
13.1 No benefit under the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, and any
attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber or charge any such benefit
shall be void. Prior to the receipt thereof, no such
benefit shall in any manner be liable for or subject
to the recipient's debts, contracts, liabilities,
engagements or torts.
20
ARTICLE 14
AMENDMENT AND TERMINATION
-------------------------
14.1 This Plan may be amended, suspended or terminated at
any time by the Employer by a written instrument
executed in the name of the Employer under its
corporate seal by officers duly authorized to execute
such instrument, provided that no such amendment,
suspension or termination shall materially adversely
affect the rights of any Participant to Accrued
Benefits previously earned by such Participant and
not yet paid.
21
ARTICLE 15
MISCELLANEOUS PROVISIONS
------------------------
15.1 Headings - The headings of the Plan have been
inserted for convenience of reference only and are to
be ignored in any construction of the provisions
hereof.
15.2 Plan not Contract of Employment - This Plan shall not
be construed as creating or changing any contract of
employment between the Employer and its Employees,
whether Participants or not, and the Employer retains
the right to deal with its Employees, whether
Participants or not, and to terminate their
respective employment at any time, to the same extent
as though this Plan had not been created.
15.3 Invalidity of Certain Provisions - If any provisions
of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect
any other provisions, and this Plan shall be
construed and enforced as if such provisions had not
been included.
15.4 Law Governing - This Plan shall be construed and
enforced according to the laws of the State of North
Carolina.
15.5 General Undertaking - All parties to this Plan and
all persons claiming any interest whatsoever
hereunder agree to perform any and all acts and
execute any and all documents and papers which may be
necessary or desirable for the carrying out of this
Plan or any of its provisions.
15.6 Agreement to Bind - This Plan shall be binding upon
the Employer, its assigns, and any successor to
substantially all of the Employer's assets and
business through merger, acquisition or
consolidation, and upon a Participant and his
beneficiaries, assigns, heirs, executors and
administrators.
15.7 Action by Employer - Whenever under the terms of the
Plan the Employer is permitted or required to take
some action, such action may be taken by any officer
of the Employer who has been duly authorized by the
Board of Directors of the Employer.
15.8 The Company shall deduct from the amount of any
payments hereunder all taxes required by applicable
laws to be withheld.
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