UNIVERSAL LEAF TOBACCO COMPANY, INCORPORATED
1994 DEFERRED INCOME PLAN
Universal Leaf Tobacco Company, Incorporated (the "Sponsor") hereby
amends and restates, effective as of July 1, 1998, except as otherwise
provided for herein, the Universal Leaf Tobacco Company, Incorporated 1994
Deferred Income Plan, a non-qualified deferred compensation program for a select
group of management employees, as otherwise provided for herein. The following
shall constitute the terms and conditions of the amended and restated 1994
Deferred Income Plan, restated effective as of July 1, 1998, except as
otherwise effective as provided for below.
A. Purpose and Administration
1. Statement of Purpose
The purpose of the 1994 Deferred Income Plan, as restated, (the "Plan")
is to provide a select group of officers of Universal Leaf Tobacco Company,
Incorporated ("ULT"), Universal Corporation ("Universal") and certain of
Universal's domestic subsidiaries, as listed on Schedule A of the Plan as
attached hereto and amended from time to time (the "Participating Subsidiaries")
(such entities also sometimes referred to, individually or collectively, as the
"Company"), with recurrent opportunities to defer receipt of a portion of salary
and amounts to be earned pursuant to the applicable Management Performance Plan
of the Company (together herein the "MPP"). Such deferrals hereunder (for a
particular year), until a date certain in the future, will apply to amounts
which otherwise would be payable currently (that is, in the year when such
salary or MPP award would normally be determined, provided and paid).
2. Top Hat Plan
The Sponsor intends that the Plan will constitute an unfunded "top hat"
plan, maintained for the purpose of providing deferred compensation benefits to
a select group of management employees of the Company, within the meaning of
Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Security Act
of 1974 ("ERISA"), and the rules and regulations issued thereunder, as amended
from time to time.
3. Plan Administration
Full power and authority to construe, interpret and administer the
Plan, and to change the requirements for eligibility and investment options,
shall be vested solely and exclusively in the Executive Committee of the Sponsor
(herein the "Committee"). The Committee shall have complete and exclusive
discretion and authority to administer and interpret the Plan, to make
determinations provided for, or permitted to be made, under the Plan and to
establish such Plan rules and regulations, if any, that the Committee deems
necessary or appropriate for the ongoing administration and operation of the
Plan.
B. Eligibility
1. Eligible Employees
Participants in this Plan shall consist of the following
corporate officers:
(a) Officers of Universal;
(b) Corporate Directors and above of ULT;
(c) Vice Presidents and above of Participating Subsidiaries;
and
(d) Assistant Vice Presidents who are also Assistant General
Managers at processing plants of Participating Subsidiaries.
Upon participation, such officers are collectively referred to
herein as the "Participants".
C. Deferral Elections
1. Agreements
The initial deferral agreement (the "Initial Agreement"), in a
form approved by the Committee, shall be executed by the Company and each
Participant to effectuate the deferrals described in Section 2(a) below.
Subsequent deferral agreements (the "Subsequent Agreements"), in a form approved
by the Committee, shall be executed by the Sponsor and each Participant to
effectuate the deferrals described in Section 2(b) below (the Initial Agreement
and the Subsequent Agreements are collectively referred to herein as the
"Deferral Agreements"). Execution of the Deferral Agreements between the Company
and each Participant shall constitute the sole and exclusive means for each
Participant to effectuate deferral elections pursuant to the Plan.
2. Deferral Elections
(a) Initial Deferral
Each Participant, if otherwise eligible during such period,
may elect (may have elected) in writing to defer an amount of salary up to a
maximum of seventy-five percent (75%) of salary for the Plan's initial deferral
period of July 1, 1994 through December 31, 1995 (the "Initial Deferral
Period"). There are (were) two separate deferral elections for the Initial
Deferral Period. The first election is (was) for the period July 1, 1994 to
December 31, 1994, and the second election is (was) for Calendar Year 1995. Each
Participant also may elect (may have elected) in writing to defer up to one
hundred percent (100%) of his or her MPP award for the Sponsor's fiscal year
beginning July 1, 1994 and ending June 30, 1995, which is (was) payable in
September of 1995 (the "1995 MPP Award"), or all of his or her 1995 MPP award in
excess of a fixed sum designated by the Participant, if any. The election with
respect to salary for the Initial Deferral Period and/or the 1995 MPP Award
shall be made (shall have been made) in the month of June, 1994.
(b) Subsequent Deferrals
Each Participant may elect in writing to defer an amount of
salary up to a maximum of fifty percent (50%) of salary for the subsequent
calendar year (the "Subsequent Deferral Period"). Each Participant also may
elect in writing to defer either (i) up to one hundred percent (100%) of his or
her MPP Award, if any, for the Sponsor's subsequent fiscal year, which is
generally payable the September after the conclusion of the upcoming/new fiscal
year (the "Subsequent MPP Award"), (ii) up to a fixed dollar amount of such
Subsequent MPP Award, if any or (iii) such other amount of such Subsequent MPP
Award determined under an MPP deferral option otherwise approved by the
Committee in its sole discretion.
Further, effective for deferral elections to be made in 1999
for calendar year 2000 compensation, and for subsequent elections under the
Plan, the deferral election with respect to salary for the Subsequent Deferral
Period and/or the Subsequent MPP Award generally shall be made by the
Participant by the end of the month of September prior to the beginning of the
subsequent calendar year in which any related salary and MPP Award will
otherwise be determined and paid. For example, the election deferral deadline
for 1999 (for the salary otherwise payable in Calendar Year 2000, and any MPP
award otherwise finally determined and payable in September of 2000) shall be
September 30, 1999.
(c) New Participant Deferrals
Any new Employee to the Company who is eligible to participate
in the Plan subsequent to the Plan's commencement date of July 1, 1994 may elect
to defer salary within thirty (30) days from the date on which he or she first
becomes eligible to participate. Each continuing Employee who becomes eligible
to participate in the Plan subsequent to the Plan's commencement date of July 1,
1994, may elect salary and/or MPP award deferrals during the next regular annual
deferral election period.
D. Deferral Accounts
1. Deferral Account
The Company shall establish a deferral account in the name of
each Participant on the Company's books and records, which shall reflect the
amount of actual deferrals for a particular year plus any earnings and less any
losses thereon (the "Adjustment") as described in Section 3 hereinafter, as an
unfunded liability of the Company to the Participant (the actual deferral for
such year, plus or minus the Adjustment, is collectively referred to herein as
the "Deferral Account").
2. Irrevocability of Deferral Elections
Once a Participant elects to defer salary and/or an MPP award,
pursuant to the terms of a Deferral Agreement, including elections as to amount,
and timing and method of payment, such election shall be irrevocably binding
upon the Participant.
3. Investment Options
The Sponsor has selected the following initial investment
funds, which may be modified from time to time by the Committee:
The Oppenheimer Capital Appreciation Fund;
The Oppenheimer Global Fund;
The Massachusetts Mutual Equity Fund;
The Massachusetts Mutual Bond Fund;
The Massachusetts Mutual Money Market Fund; and
The Dreyfus Stock Index Fund.
The above funds, including any changes or additions thereto,
shall be referred to individually or collectively as an "Investment Option" or
the "Investment Options". The Sponsor shall use the Participant's Investment
Option designations to calculate the Adjustment component of the Deferral
Account. The Participant may each change his or her investment election
designation each month, with regard to future contributions and current
sub-accounts under the Deferral Account, either by calling 1-800-999-6808 or by
submitting an investment allocation form. If a Participant changes his or her
Investment Option designation for either amounts then in the Deferral Account or
future contributions to be allocated to the Deferral Account, then such change
shall supersede the previous designation for such sub-account, effective as of
the first day of the month following the date of such changed election.
The Sponsor shall begin crediting the Participant's Deferral
Account with the amount deferred by the Participant on the last day of the month
in which the salary or MPP Award, respectively, otherwise would have been paid
to such Participant. Further, as to any applicable amount later distributed from
the Plan, the Sponsor shall cease crediting or debiting Adjustments to the
Participant's Deferral Account on the last day of the month of the applicable
distribution event set forth in Section E (herein the "Valuation Date").
Plan Is Unfunded. Otherwise, while the allocation of
investment selections for each Participant shall be made among the Investment
Options, the Plan shall be and remain unfunded, and the Participants and the
Plan shall have absolutely no ownership interest in any Investment Option. The
Sponsor, for its own account, may, but is not required to, invest the amounts
represented by the Deferral Accounts in the Investment Options. The Sponsor
shall be the sole owner of any funds invested in any such Investment Option, as
well as all amounts accounted for in the Deferral Accounts, all of which shall
at all times be subject to the claims of the Company's general, unsecured
creditors.
E. Distributions
1. Pre-Deferral Irrevocable Payment Election
A Participant may irrevocably elect to receive the
distribution of a Deferral Account, established with respect to a particular
year's deferral, under one selected option from the following alternatives (with
options (e) and (f) available for the 1999 deferral election period and
thereafter):
(a) in a one-time partial distribution of a specified amount
on a specified future date that is more than five (5) years
from the date of execution of the related Deferral Agreement,
with the remainder to be distributed, as elected, in
accordance with either subsection (c), (d) or (e) below, and
with such partial distribution to be made on or before the
fifteenth day of the month following the specified Valuation
Date;
(b) in a lump sum distribution of the entire related Deferral
Account on a specified future date that is more than five (5)
years from the date of execution of the related Deferral
Agreement, with payment made on or before the fifteenth day of
the month following the specified Valuation Date;
(c) upon retirement from the Company in a lump sum
distribution, with payment made on or before the fifteenth day
of the month following the applicable post-retirement
Valuation Date;
(d) upon retirement from the Company, in annual installment
payments for a specified period of up to fifteen (15) years,
beginning or before the fifteenth day of the month following
the applicable post-retirement Valuation Date and continuing
(to be paid) on each subsequent anniversary date thereafter.
Under this method, for example (assuming a fifteen year
payment election), the first year's distribution amount will
equal one-fifteenth (1/15) of the total accumulated Deferral
Account, the second year's distribution will equal
one-fourteenth (1/14) of the remaining Deferral Account, and
so forth;
(e) upon an anniversary of the Participant's retirement from
the Company selected by the Participant under the deferral
election (for example, 2 years after the retirement date), in
annual installment payments thereafter for a specified period
of up to fifteen (15) years, beginning on or before the
fifteenth day of the month following the applicable
anniversary date's Valuation Date and continuing to be paid as
of each subsequent anniversary of the Valuation Date
thereafter. Under this method, for example (assuming a fifteen
year payment election), the first year's distribution amount
will equal one-fifteenth (1/15) of the total accumulated
Deferral Account, the second year's distribution will equal
one-fourteenth (1/14) of the remaining Deferral Account, and
so forth; or
(f) upon the later of 1) retirement from the Company or 2) a
specified future date that is more than five (5) years from
the date of execution of the related Deferral Agreement, in
annual installment payments for a specified period of up to
fifteen (15) years, beginning on or before the fifteenth day
of the month following the applicable specified or
post-retirement Valuation Date, and continuing (to be paid) on
each subsequent anniversary date thereafter. Under this
method, for example (assuming a fifteen year payment
election), the first year's distribution amount will equal
one-fifteenth (1/15) of the total accumulated Deferral
Account, the second year's distribution will equal
one-fourteenth (1/14) of the remaining Deferral Account, and
so forth.
Further, if a Participant files an otherwise sufficient deferral
election for any year that fails to properly select a distribution option, and
such distribution selection is not corrected by the deferral election deadline
for that year, then the Participant shall be deemed irrevocably to have selected
option (c), distribution upon retirement from the Company in a lump sum
distribution, with payment made on or before the fifteenth day of the month
following the applicable post-retirement Valuation Date.
Otherwise, notwithstanding the Participant's election of an irrevocable
deferred lump sum or deferred installment payment from the options above,
however, the distribution of any remaining Deferral Account to a Participant
shall be accelerated in the event of his or her permanent disability (under
Section 2 below), death (under Section 3 below), termination of employment other
than by retirement (under Section 4 below) or a "Change of Control", as defined
hereinafter (under Section 5 below); and, such distribution may be accelerated
in the event of an "Unforeseeable Emergency", as defined hereinafter (under
Section 6 below).
2. Payment in Event Participant Becomes Permanently Disabled
In the event a Participant terminates employment as a result
of "total and permanent disability", as that term is defined in the Sponsor's
Long Term Disability Benefits Plan, the accelerated method of payment of a
Participant's remaining Deferred Accounts under this Plan shall be a lump sum
distribution, with payment made on or before the fifteenth day of the month
following the Valuation Date coinciding with or next following the Participant's
determination of total disability.
3. Payment in Event of Participant's Death
In the event a Participant dies prior to the elected date for
any payment of any Deferral Account, the accelerated method of payment of a
Participant's remaining Deferred Accounts shall be a lump sum distribution to
the beneficiary previously designated in writing by the Participant, with
payment made on or before the fifteenth day of the month following the Valuation
Date coinciding with or next following the Participant's death.
Each Participant shall designate in writing a beneficiary to
whom the death benefits hereunder are to be paid (should the Participant die
prior to receiving distribution of his or her entire Deferral Account). A
Participant may change his or her beneficiary designation at any time, by filing
a revised and executed beneficiary designation form with the Committee (which
shall only be effective upon receipt by the Committee).
If a Participant fails to designate any beneficiary as
provided for above, if no designated beneficiary survives the Participant or if
each designated beneficiary dies before the distribution of all payments
otherwise due hereunder with respect to any deceased Participant, the Sponsor
shall pay any remaining Deferral Accounts of the Participant to the
Participant's estate.
4. Payment in Event of Participant's Termination of Employment
Upon termination of employment for reasons other than
retirement, total and permanent disability or death, the Company shall pay the
terminated Participant his or her accumulated Deferral Accounts in a lump sum
distribution, with payment made on or before the fifteenth day of the month
following the Valuation Date coinciding with or next following the Participant's
termination.
5. Payment in Event of Change of Control
Upon the Occurrence of a "Change of Control", as defined
below, with respect to either an employed Participant or a retired Participant
who is either receiving payments hereunder or has deferred payments pending
under prior elections, the Company shall pay such Participant his or her
remaining Deferral Accounts in a lump sum distribution, with payment made on or
before the fifteenth day of the month following the Valuation Date coinciding
with or next following the date of the Change of Control.
For the purpose of this Plan, a "Change of Control" shall
mean:
(a) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended, (the "Exchange
Act"))(hereunder a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either (i) the then outstanding shares of
Common Stock of Universal Corporation (the "Outstanding Common
Stock") or (ii) the combined voting power of the then
outstanding voting securities of Universal Corporation
entitled to vote generally in the election of directors of
Universal Corporation (the "Outstanding Voting Securities");
provided that, however, for purposes of this subsection (a),
the following acquisitions shall not constitute a Change of
Control hereunder: (i) any acquisition directly from Universal
Corporation, (ii) any acquisition by Universal Corporation,
(iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by Universal Corporation or any
corporation controlled by Universal Corporation or (iv) any
acquisition by any corporation pursuant to a transaction which
complies with clauses (i), (ii) and (iii) of subsection (c)
below;
(b) Individuals who, as of July 1, 1994, constitute the Board
of Directors of Universal Corporation (the "Incumbent Board")
cease, for any reason, to constitute at least a majority of
such Board; provided, however, that any individual becoming a
director subsequent to July 1, 1994, whose election, or
nomination for election, by the shareholders of Universal
Corporation, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board of Directors of
Universal Corporation;
(c) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all, or substantially all, of
the assets of Universal Corporation (a "Business Combination")
in each case, unless, following such Business Combination: (i)
all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding
Common Stock and Outstanding Voting Securities immediately
prior to such Business Combination beneficially own, directly
or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which, as a result of such transaction, owns Universal
Corporation or all or substantially all of the assets of
Universal Corporation, either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of
the Outstanding Common Stock and Outstanding Voting
Securities, as the case may be; (ii) no Person (excluding any
corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of Universal
Corporation or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Business
Combination and the combined voting power of the then
outstanding voting securities of such corporation, except to
the extent that such ownership existed prior to the Business
Combination; and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination;
or
(d) Approval by the shareholders of Universal Corporation of a
complete liquidation or dissolution of Universal Corporation.
6. Payment in Event of Unforeseeable Emergency
(a) A distribution of a portion of a Participant's Deferral
Account because of an Unforeseeable Emergency shall be
permitted only to the extent required by the Participant to
satisfy the Participant's emergency need. Whether an
Unforeseeable Emergency hereunder has occurred will be
determined solely by the Committee, which has the complete and
exclusive discretion and authority to make such determination.
Distributions in the event of an Unforeseeable Emergency may
be made by and with the approval of the Committee, upon
written request submitted by the Participant.
b) An "Unforeseeable Emergency" hereunder is defined as a
severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant
or of a dependent of the Participant, loss of the
Participant's property due to casualty or other similar
extraordinary and unforeseeable circumstances arising as a
result of events beyond the Participant's control. The
circumstances that will constitute an Unforeseeable Emergency
will depend upon the facts of each situation, but, in any
event, any distribution under this Section shall not exceed
the remaining amount required by the Participant to resolve
the hardship after: (i) reimbursement or compensation through
insurance or otherwise; (ii) obtaining liquidation of the
Participant's assets, to the extent such liquidation would not
itself cause a severe financial hardship; and (iii) suspension
of current deferrals under the Plan under this Section.
F. Participants' Rights
1. Participant Rights in the Unfunded Plan
Any liability of the Company to any Participant with respect
to any benefit hereunder shall be based solely upon the contractual obligations
created by the Plan and the related Deferral Agreements (collectively, the
"Agreements"). No such obligation shall be deemed to be secured by any pledge or
any encumbrance on any property of the Company. No Participant shall have any
rights under the Plan other than those of a general unsecured creditor of the
Company. Any assets segregated or otherwise identified by the Company for the
purpose of paying benefits pursuant to the Plan nevertheless remain general
corporate assets subject to the claims of the general creditors of the Company,
and are not held in trust by the Company for the benefit of Plan Participants.
2. Benefits Not Assignable
Except as otherwise provided for under Section E.3., each
Participant's rights under the Plan shall be non-transferable and
non-assignable. Subject to the exceptions provided under the Plan, no benefit
which shall be payable to any person (including a Participant or Beneficiary)
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge. Any such attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge such benefits shall
be void. Further, no such benefit shall in any manner be liable for, or subject
to, the debts, contracts, liabilities, engagements or torts of any such person,
nor shall it be subject to attachment or legal process for or against such
person, and the same shall not be recognized, except to such extent as may be
required by law.
G. The Sponsor's Reservation of Rights
1. Amendment or Termination of Plan
The Sponsor retains the right, at any time and in its sole and
exclusive discretion, to amend or terminate the Plan, in whole or in part,
without restriction. Any amendment of the Plan shall be approved by the Board of
Directors of the Sponsor, shall be in writing and shall be communicated within
thirty (30) days of its adoption to the Participants.
Notwithstanding the above, the Committee shall have the
authority to change the requirements of eligibility or to modify the Investment
Options hereunder.
Notwithstanding the above, no amendment of the Plan shall
substantially impair or curtail the Sponsor's contractual obligations under the
Plan arising from Deferral Agreements previously executed as to deferrals
completed and benefits accrued prior to such amendment.
Further, notwithstanding any other provision herein to the
contrary, in the event of Plan termination, full payment of all remaining
Deferral Accounts shall be completed not later than the last business day of the
third calendar month following the month in which the Plan termination is made
effective.
H. Claims for Benefits
1. Claims Procedure
Any claim by a Participant or his or her Beneficiary
(hereafter "Claimant") for benefits shall be submitted in writing to the
Committee. The Committee shall be responsible for deciding whether such claim is
payable, or the claimed relief otherwise is allowable, under the provisions and
rules of the Plan (a "Covered Claim"). The Committee otherwise shall be
responsible for providing a full and fair review of the Committee's decision
with regard to any claim, if requested. The Committee shall provide such full
and fair review in accordance with the requirements of ERISA, including without
limitation the requirements of Section 503 thereof.
Each claimant or other interested person shall file with the
Committee such pertinent information as the Committee may specify, and in such
manner and form as the Committee may specify and provide, and such person shall
not have any rights or be entitled to any benefits, or further benefits,
hereunder, as the case may be, unless the required information is filed by the
Claimant or on behalf of the Claimant. Each Claimant shall supply, at such times
and in such manner as may be required, written proof that the benefit is covered
under the Plan. If it is determined that a Claimant has not incurred a Covered
Claim or if the Claimant shall fail to furnish such proof as is requested, no
benefits, or no further benefits, hereunder, as the case may be, shall be
payable to such Claimant.
Notice of any decision by the Committee with respect to a
Claim shall be furnished to the Claimant within ninety (90) days following the
receipt of the claim by the Committee (or within ninety (90) days following the
expiration of the initial ninety (90) day period, in any case where there are
special circumstances requiring extension of time for processing the claim). If
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished by the Committee to the
Claimant prior to the expiration of the initial ninety (90) day period. The
notice of extension shall indicate the special circumstances requiring the
extension and the date by which the notice of decisions with respect to the
claim shall be furnished. Commencement of benefit payments shall constitute
notice of approval of a claim to the extent of the amount of the approved
benefit. If such claim shall be wholly or partially denied, such notice shall be
in writing and worded in a manner calculated to be understood by the Claimant,
and shall set forth (i) the specific reason or reasons for the denial; (ii)
specific reference to pertinent provisions of the Plan on which the denial is
based; (iii) 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 (iv) an explanation of the Plan's claims review
procedure. If the Committee fails to notify the Claimant of the decision
regarding his or her claim in accordance with the "Claims Procedure" provisions,
the claim shall be "deemed" denied and the Claimant then shall be permitted to
proceed with the claims review procedure provided herein.
Within sixty (60) days following receipt by the Claimant of
notice of the claim denial, or within sixty (60) days following the close of the
ninety (90) day period referred to herein if the Committee fails to notify the
Claimant of a decision within such ninety (90) day period, the Claimant may
appeal denial of the claim by filing a written application for review with the
Committee. Following such request for review, the Committee shall fully and
fairly review the decision denying the claim. Prior to the decision of the
Committee, the Claimant shall be given an opportunity to review pertinent
documents and submit any issues and comments to the Committee in writing. The
decision of the Committee then shall be made within sixty (60) days following
receipt by the Committee of a timely request for review (or within one hundred
and twenty (120) days after such receipt, in a case where there are special
circumstances requiring an extension of time for reviewing such denied claim).
The Committee shall deliver its decision to the Claimant in writing. If the
decision on review is not furnished within the prescribed time, the claim shall
be deemed denied on review.
For all purposes under the Plan, the decisions with respect to
a claim, if no review is requested, and the decisions with respect to a claim
review, when requested, shall be final, binding and conclusive on all
Participants, Beneficiaries and other interested parties, as to all matters
relating to the Plan and Plan benefit. Further, each claims determination under
the Plan shall be made in the absolute and exclusive discretion and authority of
the Committee.
I. Miscellaneous Provisions
1. Effect on Other Benefits
Except as otherwise required by applicable law, the salary
deferred by a Participant shall otherwise be included in the Participant's
annual compensation for purposes of calculating the Participant's bonuses and
awards, insurance and other employee benefits. However, in accordance with the
terms of any plan qualified under Section 401 of the Internal Revenue Code
maintained by the Sponsor, the amount of salary deferrals under the Plan shall
not be included as calendar year compensation in calculating the Participant's
benefits or contributions by or on behalf of the Participant. Distributions made
under the Plan shall be excluded from compensation in years paid for purposes of
calculating a Participant's bonuses and awards, insurance and other employee
benefits.
2. Plan Year
The Plan Year shall be the calendar year.
3. Tax Withholding
The Sponsor shall 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 of
1986, as amended, the Social Security Act, as amended, or any federal, state or
local income or employment tax provision; or otherwise, for purposes or paying
any estate, inheritance or other tax attributable to any amounts payable
hereunder.
4. Participant's Incapacity
If, in the Committee's opinion, a Participant or other person
entitled to receive benefits under the Plan is in any way incapacitated so as to
be unable to manage his or her financial affairs, then the Committee may make
such payment(s) into a separate, interest-bearing account established for the
benefit of, and on behalf of, the Participant or other recipient, for release at
such time as a claim is made by a conservator or other person legally charged
with the care of his or her person or of his or her estate, as applicable.
Thereafter, any benefits payable under the Plan shall be made to such
conservator or other person legally charged with the care of his or her person
or estate.
5. Independence of Plan
Except as otherwise expressly provided herein, this Plan shall
be independent of, and in addition to, any other employment agreement or
employment benefit agreement, plan or rights that may exist from time to time
between the parties hereto. This Plan shall not be deemed, however, to
constitute a contract of employment between the Company and a Participant; nor
shall any provision hereof restrict the right of the Company at any time to
discharge a Participant, with or without assigning a reason therefore, or
restrict any right of a Participant to terminate his or her employment with the
Company.
6. 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.
7. Successors, Acquisitions, Mergers, Consolidations
The terms and conditions of the Plan and each Deferral
Agreement thereunder shall inure to the benefit of, and bind, the Company and
the Participants, and their successors, assigns and personal representatives.
8. Controlling Law
The Plan shall be construed in accordance with the laws of the
Commonwealth of Virginia, to the extent not preempted by the laws of the United
States of America.
WITNESS the following signature this 9th day of November, 1998.
/s/ William L. Taylor
---------------------------
William L. Taylor,
Executive Vice President
SCHEDULE A
DESIGNATED AFFILIATED COMPANIES
UNIVERSAL LEAF NORTH AMERICA NC, INC.
LANCASTER LEAF TOBACCO COMPANY OF PENNSYLVANIA, INC.
IMPERIAL PROCESSING DIVISION
OF
LANCASTER LEAF TOBACCO COMPANY OF PENNSYLVANIA, INC.
SOUTHERN PROCESSORS, INCORPORATED
J. P. TAYLOR COMPANY, INCORPORATED
J. P. TAYLOR TOBACCO COMPANY, INCORPORATED
TOBACCO PROCESSORS, INCORPORATED
RED RIVER FOODS, INCORPORATED
SOUTHWESTERN TOBACCO COMPANY, INCORPORATED
GOLD HARBOR COMMODITIES, INC.