EXHIBIT 10.13
LIBERTY PROPERTY TRUST - MANAGEMENT SEVERANCE PLAN
Section 1. Purpose.
The Company considers it essential to its best interests to foster
the optimum performance of its management employees. The Company
recognizes the possibility that a Change in Control of the Company or
one or more Subsidiaries may occur, or that the Company may engage in
certain other transactions which may affect its management employees,
and that such possibility, and the uncertainty and questions which it
may raise, may result in the distraction of management to the detriment
of the Company.
In order to encourage management employees to maintain their continued
attention and dedication to their duties and responsibilities, the
Company has adopted this Management Severance Plan.
Section 2. Definitions.
As hereinafter used:
2.1 The "Board of Trustees" means the Board of Trustees of Liberty
Property Trust.
2.2 A "Change of Control" shall be deemed to have occurred upon the
earliest to occur of the following events:
(i) the date on which the shareholders of the Company (or the
Board of Trustees, if shareholder action is not required) approve a plan
or other arrangement pursuant to which the Company will be dissolved or
liquidated, or
(ii) the date on which the shareholders of the Company (or
the Board of Trustees, if shareholder action is not required) approve a
definitive agreement to sell or otherwise dispose of substantially all
of the assets of the Company, other than a transaction in which the
holders of the Common Shares immediately prior to the transaction will
have at least fifty percent (50%) of the voting power of the acquiring
entity's voting securities immediately after such transaction (without
regard to such holders' ownership of such acquiring entity's voting
securities immediately before or contemporaneously with such
transaction), which voting securities are to be held by such holders
immediately following such transaction in substantially the same
proportion among themselves as such holders' ownership of the Common
Shares immediately before such transaction, or
(iii) the date on which the shareholders of the Company (or
the Board of Trustees, if shareholder action is not required) and the
shareholders of the other constituent entity (or its board of
directors/trustees if shareholder action is not required) have approved
a definitive agreement to merge or consolidate the Company with or into
such other entity, or to merger such other entity with or into the
Company, other than, in any such case, a merger or consolidation of the
Company in which the holders of the Common Shares immediately prior to
the merger or consolidation will have at least fifty percent (50%) of
the voting power of the surviving entity's voting securities immediately
after such merger or consolidation (without regard to such holders'
ownership of such acquiring entity's voting securities immediately
before or contemporaneously with such merger or consolidation), which
voting securities are to be held by such holders immediately following
such merger or consolidation in substantially the same proportion among
themselves as such holders' ownership of the Common Shares immediately
before such merger or consolidation, or
(iv) the date on which any entity, person or group, within
the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended (other than the Company or any
Subsidiary or any employee benefit plan sponsored or maintained by the
Company or any Subsidiary), shall have become the beneficial owner of,
or shall have obtained voting control over, more than twenty percent
(20%) of the outstanding Common Shares (without regard to any
contractual or other restriction on the conversion or other exchange of
securities into or for Common Shares), or
(v) the first day after the date on which the Plan is
effective when a majority of the members of the Board of Trustees shall
have been members of the Board of Trustees for less than two (2) years,
unless the nomination for election of each new trustee who was not a
trustee at the beginning of such two (2)-year period was approved by a
vote of at least two-thirds of the trustees then still in office who
were trustees at the beginning of such period.
2.3 "Claimant" has the meaning set forth in Section 6.3.
2.4 "Common Shares" means the Common Shares of Beneficial Interest,
$0.001 par value, of the Company and any other securities evidencing the
common equity beneficial interest in the Company.
2.5 "Company" means Liberty Property Trust and/or Liberty Property
Limited Partnership, and any successor in interest thereto.
2.6 "Compensation Committee" means a committee composed of John A.
Miller, Frederick F. Buchholz, Stephen B. Siegel and Thomas C. DeLoach,
Jr., and/or any other individuals appointed to such committee or
substituted for the individuals named above by the Board of Trustees
prior to any Change of Control. Any two (2) such individuals shall
constitute a quorum. All members of the Compensation Committee must be
members of such committee prior to the time a Change of Control occurs.
2.7 "Effective Date" of the Plan is December 1, 2000.
2.8 "Disability" has the meaning set forth in Section 3.2.
2.9 An "Employee" means a person:
(a) whose name is listed in Exhibit "A" hereto, as such
Exhibit may be amended or supplemented by the Compensation Committee
from time to time, or who has been designated in writing by the
Compensation Committee to participate in the Plan (even if such person's
name is not listed in Exhibit "A" hereto); and
(b) who is employed by the Company at the time of a change of
a Change of Control.
The term "Employee" specifically excludes any person (a) who is
receiving severance pay or (b) who signed an agreement pursuant to which
his or her employment will terminate in the future on a date certain.
2.10 "Eligible Bonus" means the largest annual incentive bonus earned
by an eligible Employee over the five (5)-year period preceding a Change
of Control, excluding all commissions and all bonuses awarded by the
Company other than on an annual basis (such as one-time grants of
restricted stock).
2.11 "Extended Leave of Absence" has the meaning set forth in Section
3.2.
2.12 "Good Reason" has the meaning set forth in Section 3.4.
2.13 "Liberty Property Limited Partnership" means Liberty Property
Limited Partnership, a Pennsylvania limited partnership.
2.14 "Liberty Property Trust" means Liberty Property Trust, a Maryland
real estate investment trust.
2.15 "Notice of Termination" has the meaning set forth in Section 3.5.
2.16 "Paid Time Off" means time when, in accordance with the regular
payroll practices and procedures applicable immediately preceding the
Change of Control, the Employee is entitled to receive remuneration
without reporting for work.
2.17 "Pay" means the base salary of an eligible Employee at his or her
stated weekly, monthly or annual rate as of the Employee's Termination
Date, or, if a higher amount, as of the date of the Change of Control.
"Pay" does not include overtime pay, bonuses of any kind, commissions,
incentive pay or any other remuneration. A "Year of Pay" shall be
calculated in accordance with the regular payroll practices and
procedures applicable immediately preceding the Change of Control.
2.18 "Plan" means this Management Severance Plan as set forth herein,
as amended from time to time.
2.19 "Severance Pay" is a payment made to an eligible Employee
pursuant to Section 3.1. All Severance Pay due to an eligible Employee
must be paid to the eligible Employee within two (2) years after the
date that the first Severance Pay is paid to such Employee.
2.20 "Subsidiary" means Liberty Property Limited Partnership and each
other subsidiary of Liberty Property Trust.
2.21 "Termination Date" means the date upon which the Employee's
employment ceases with the Company or any Subsidiary, as the case may
be.
2.22 "Willful Misconduct" has the meaning set forth in Section 3.3.
2.23 "Year of Pay" has the meaning set forth in Section 2.17.
Section 3. Eligibility.
3.1 Eligible Employees. An Employee shall be eligible to receive
Severance Pay if and only if all of the following conditions are met
(and the Employee is not disqualified from eligibility pursuant to
Section 3.2):
(a) The Employee is an Employee of the Company or any
Subsidiary after the Effective Date of the Plan;
(b) The Employee is employed by the Company at the time a
Change of Control occurs; and
(c) The Employee is terminated from employment within two (2)
years after the Change of Control described in Section 3.1(b) occurs,
unless such termination is: (i) as a result of such Employee's death, or
such Employee's Disability or Extended Leave of Absence in accordance
with Section 3.2, (ii) as a result of such Employee's Willful Misconduct
or (iii) by the Employee other than for Good Reason. In the event an
individual's employment is terminated for any reason prior to the
occurrence of a Change of Control, such individual shall not be entitled
to any benefits under the Plan by virtue of such Change of Control.
3.2 Disability or Extended Leave of Absence. If, as a result of an
Employee's incapacity due to physical or mental illness (a
"Disability"), or as a result of any other leave of absence (an
"Extended Leave of Absence"), the Employee shall have been absent from
the full-time performance of his or her duties for twelve (12)
consecutive months, the Employee may be terminated and shall not be
entitled to any benefits under the Plan.
3.3 Willful Misconduct. Termination of the Employee's employment for
"Willful Misconduct" shall mean termination:
(a) Upon the willful and continued failure by the Employee to
substantially perform his or her duties, which failure the Employee
fails to cure (other than any such failure resulting from incapacity due
to physical or mental illness, Disability or an Extended Leave of
Absence or the Employee's termination of his or her employment for Good
Reason) within ten (10) days after a written demand for substantial
performance is delivered to the Employee by the Company or the
Subsidiary by which he or she is employed, which demand describes in
reasonable detail the manner in which the Company or such Subsidiary
believes that the Employee has not substantially performed his or her
duties; or
(b) The willful engaging by the Employee in conduct which is
clearly and materially injurious to the Company and/or any Subsidiary,
monetarily or otherwise. For purposes of this Section 3.3, no act, or
failure to act, on the Employee's part shall be deemed "willful" unless
done, or omitted to be done, by the Employee in bad faith and without
reasonable belief that his or her action or omission was in, or not
opposed to, the best interests of the Company and/or any Subsidiary.
(c) Notwithstanding the foregoing, the Employee shall not be
deemed to have been terminated for Willful Misconduct unless and until
there shall have been delivered to the Employee a copy of a written
determination of the Compensation Committee issued pursuant to a meeting
of the Compensation Committee (after reasonable notice to the Employee
and an opportunity for the Employee, together with his or her counsel,
to be heard before the Compensation Committee) finding that in the good
faith opinion of the Compensation Committee the Employee was guilty of
conduct constituting Willful Misconduct, as set forth in this Section
3.3, and describing such conduct in reasonable detail.
3.4 Good Reason. The Employee shall be entitled to terminate his or
her employment for Good Reason and receive Severance Pay if the Employee
provides written notice to the Compensation Committee no later than two
(2) weeks after the Employee's termination date of the Employee's
election to resign and the circumstances constituting the Good Reason to
resign. The Employee's right to terminate his or her own employment
pursuant to this Section 3.4 shall not be affected by his or her
incapacity due to physical or mental illness or Disability. The
Employee's continued employment shall not constitute consent to, or a
waiver of rights with respect to, any circumstance constituting Good
Reason. "Good Reason" shall mean, without the Employee's express
written consent, the occurrence after a Change in Control of any of the
following circumstances:
(a) The Employee is demoted to a materially lower position;
(b) The Employee is assigned any material duties inconsistent
with the status of the position that the Employee held immediately prior
to the Change of Control or an adverse material alteration in the nature
or status of the Employee's responsibilities or an adverse material
alteration in the quality or amount of office accommodations or
assistance provided to the Employee, from those in effect immediately
prior to such Change of Control, which shall constitute a constructive
demotion;
(c) A reduction in the Employee's annual base salary as in
effect on the date immediately prior to the Change of Control, or as the
same may be increased from time to time thereafter;
(d) A requirement that the Employee's site of principal
employment be more than 50 miles from the offices at which the Employee
was principally employed immediately prior to the date of the Change of
Control, except for required travel on the Company's business to an
extent substantially consistent with the Employee's business travel
obligations immediately prior to such Change of Control;
(e) The failure of the Employee to receive payment of any
portion of his or her compensation or compensation under any deferred
compensation program of the Company within fifteen (15) days after the
date on which the Employee notifies the Company of such failure;
(f) The failure to continue in effect any compensation or
benefit plan or perquisites in which the Employee participated
immediately prior to the Change of Control, which compensation or
benefit plan or perquisites, or any thereof, are, or any thereof is,
material to his or her total compensation, unless an equitable
arrangement (embodied in an ongoing substitute or alternative plan or
perquisite) has been made with respect to such plan or perquisites, or
the failure by the Company which experienced the Change in Control (or
its successor) to continue the Employee's participation therein (or in
such substitute or alternative plan or perquisite) on a basis not
materially less favorable, both in terms of the amount of benefits
provided and the level of the Employee's participation relative to other
participants, than existed immediately prior to the Change of Control;
(g) The failure to continue to provide the Employee with
benefits substantially similar to those enjoyed by him or her under any
of the Company's life insurance, medical, accident or disability plans
in which the Employee was participating at the time of the Change of
Control, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such
benefits, the taking of any action by the Company which would directly
or indirectly materially reduce any of such benefits, unless an
equitable arrangement (embodied in ongoing substitute or alternative
benefits) has been made with respect to such reduction, or the failure
to provide the Employee with the number of paid vacation days or other
Paid Time Off days to which the Employee is entitled on the basis of his
or her years of service and position with the Company in accordance with
the vacation or Paid Time Off policy applicable and in effect at the
time of the Change of Control;
(h) The failure of the Company to obtain the unqualified
agreement from any successor to assume or adopt the Plan; or
(i) Any termination of the Employee's employment that is not
effected pursuant to a Notice of Termination satisfying the requirements
of Section 3.3(c).
3.5 Termination of Employment. After the occurrence of a Change of
Control, any purported termination of the Employee's employment by the
Company or by the Employee shall be communicated by written Notice of
Termination to the other party. "Notice of Termination" shall mean a
notice that shall indicate the specific termination provision in the
Plan relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Employee's
employment under the provision so indicated. Any Notice of Termination
to the Company shall be directed to the Compensation Committee. All
Notices of Termination shall be sent (i) by certified or registered mail
and shall be deemed received three (3) business days after the date of
mailing; (ii) by Federal Express or similar overnight courier and shall
be deemed received one (1) business day after delivery to Federal
Express or similar overnight courier; or (iii) by personal service and
shall be deemed received on the same day as service.
3.6 Disqualification. An Employee may not receive Severance Pay if
any of the following disqualifying events occur:
(a) The Employee is receiving severance pay at the time the
Change of Control occurs;
(b) The Employee has signed an agreement pursuant to which
his or her employment will terminate in the future on a date certain;
(c) The Company does not undergo a Change of Control prior to
termination of his or her employment; or
(d) Except in the case of a Change of Control, the Employee
voluntarily terminates his or her employment with the Company.
Section 4. Severance Benefit Amount.
4.1 Severance Pay. Except as otherwise provided in this Section 4,
the Severance Pay to be paid to an eligible Employee shall be an amount
equal to the sum of (A) the product of 2.99 multiplied by the sum of one
(1) Year of Pay for such Employee plus such Employee's Eligible Bonus,
plus (B) the pro rata portion, through the Termination Date, of any
unpaid performance bonus earned by such Employee for the year in which
the Change of Control occurs. In addition, except as otherwise provided
in this Section 4:
(a) all of such Employee's options or other rights to acquire
Common Shares or partnership interests in Liberty Property Limited
Partnership and all unvested amounts contributed by the Company to the
Company-sponsored tax-qualified defined contribution plan with a cash or
deferred arrangement, commonly known as a "401(k) plan," for the benefit
of such Employee shall vest immediately upon the Termination Date,
(b) for the year in which the Change of Control occurs and
each of the two successive years, the Company shall contribute to the
Company-sponsored tax-qualified defined contribution plan with a cash or
deferred arrangement, commonly known as a "401(k) plan," for the benefit
of such Employee an amount equal to the maximum amount for such year
permitted to be so contributed under applicable laws, and
(c) for three (3) years after the Termination Date, the
Company shall continue to provide such Employee with benefits
substantially similar to those enjoyed by such Employee under the
Company's life insurance, medical, accident or disability plans in which
the Employee was participating at the time of the Change of Control.
4.2 Increases to Severance Pay. The Company, in its sole discretion,
may increase the Severance Pay to an amount in excess of that specified
in Section 4.1, subject to the limitations of Section 4.6. Any increase
in severance pay must be expressly authorized in writing by the
Compensation Committee.
4.3 Unemployment Compensation. If an Employee applies for and
receives unemployment compensation payments for any period of time
during or for which Severance Pay is being paid, any Severance Pay
remaining to be paid shall not be reduced by the amount of any such
unemployment compensation payments.
4.4 Sickness; Disability. If an Employee due to sickness or injury
receives short-term disability payments, worker's compensation or long-
term disability payments after the Employee's Termination Date, the
Employee shall not receive any Severance Pay until the cessation of said
payments. Once such payments cease, the amount of Severance Pay to
which the Employee is entitled shall be reduced by the amount of any
such short-term disability, worker's compensation or long-term
disability payments.
4.5 Reduction of Severance Pay. The severance benefit provided for in
the Plan is the maximum benefit that the Company will pay for severance.
To the extent that a federal, state or local law might require the
Company to make a payment to an Employee because of that Employee's
involuntary termination (other than with respect to unemployment
compensation), the benefit payable under the Plan shall be
correspondingly reduced. To the extent that an Employee receives
severance pay in connection with the cessation of his or her employment
other than pursuant to the Plan (whether pursuant to a contract or other
severance plan or policy), the benefit payable under the Plan shall be
correspondingly reduced. Any overpayments made under the Plan shall be
promptly repaid after written request. Severance Pay that will be
offset does not include payments received by an Employee due to his or
her participation in any other benefit plan which is not a severance
plan, or payments made to an Employee for his or her accrued, but unused
vacation or Paid Time Off days.
4.6 Section 280G(b) of Code. If, at the time the Change of Control
occurs, Section 280G(b) of the Internal Revenue Code of 1986, as amended
(the "Code"), is applicable to the Employee and to the Company with
respect to the events associated with the Change of Control, then
notwithstanding any other provision of the Plan, if the aggregate
present value of the "parachute payments" to the Employee, determined
under Section 280G(b) is at least three times the "base amount"
determined under Section 280G, then the compensation otherwise payable
under the Plan (and any other amount payable hereunder or any other
severance plan, program, policy or obligation of the Company, Subsidiary
or any other affiliate thereof) shall be reduced so that the aggregate
present value of the parachute payments to the Employee determined under
Section 280G, does not exceed 2.99 times the base amount. In no event,
however, shall any benefit provided hereunder be reduced to the extent
such benefit is specifically excluded by Section 280G(b) of the Code as
a "parachute payment" or as an "excess parachute payment." Any
decisions regarding the requirement or implementation of such reductions
shall be made by the tax counsel and accounting firm retained by the
Company at the time the Plan is adopted.
4.7 Further Actions. The Company shall have the right to take such
action as it deems necessary or appropriate to satisfy any requirements
under federal, state or other laws to withhold or to make deductions
from any benefits payable under the Plan.
Section 5. Distribution of Benefits.
5.1 Payment. The Company shall pay Severance Pay to each eligible
Employee it employed directly out of the general assets of the Company.
Payments will be made in a single lump sum payment or in installments in
accordance with normal payroll practices, as elected by the Employee.
Such payments shall commence as soon as practicable following the
Employee's Termination Date and continue until the benefit due is paid.
5.2 Deceased Employees. Severance Pay shall be paid to the estate of
any eligible Employee who dies before the entire amount due hereunder is
paid.
Section 6. Plan Administration.
6.1 Compensation Committee. The Plan shall be administered by the
Compensation Committee, which shall have complete authority to
prescribe, amend and rescind rules and regulations relating to the Plan,
and to make modifications and amendments to the Plan in accordance with
Section 7.2 hereof.
6.2 Determinations Conclusive. The determinations by the Compensation
Committee prior to a Change of Control on the matters referred to such
Committee shall be conclusive. Prior to a Change of Control, the
Compensation Committee shall have full discretionary authority, the
maximum discretion allowed by law, to administer, interpret and apply
the terms of the Plan, and to determine any and all questions or
disputes hereunder, including but not limited to eligibility for
benefits and the amount of benefits due. Subsequent to a Change of
Control the Compensation Committee shall not have full discretionary
authority; rather, its determinations shall be made strictly in
accordance with the terms of the Plan and shall be subject to de novo
review by a court of competent jurisdiction.
6.3 Disputes. In the event of a claim by any person, including but
not limited to any Employee (the "Claimant"), as to whether such person
is entitled to any benefit under the Plan, the amount of any
distribution or its method of payment, such Claimant shall present the
reason for his or her claim in writing to the Compensation Committee.
Such claim must be filed within forty-five (45) days following the date
upon which the Claimant first learns of his or her claim. All claims
shall be in writing, signed and dated and shall briefly explain the
basis for the claim. The claim shall be mailed to the Compensation
Committee by certified mail at the following address:
Liberty Property Trust
65 Valley Stream Parkway
Malvern, PA 19355
Attention: General Counsel's Office
Compensation Committee for the
Liberty Property Trust Management Severance Plan
Telephone:(610) 648-1700
Telecopy:(610) 644-2175 (fax)
The Compensation Committee shall, within ninety (90) days after receipt
of such written claim, decide the claim and send written notification to
the Claimant as to its disposition; provided that the Compensation
Committee may elect to extend such period for an additional ninety (90)
days if special circumstances so warrant and the Claimant is so notified
in writing prior to the expiration of the original ninety (90)-day
period. In the event the claim is wholly or partially denied, such
written notification shall (a) state the specific reason or reasons for
the denial; (b) make specific reference to pertinent Plan provisions on
which the denial is based; (c) provide 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
(d) set forth the procedure by which the Claimant may appeal the denial
of his or her claim. The Claimant may request a review of such denial
by making application in writing to the Compensation Committee within
sixty (60) days after receipt of such denial. Such application must be
via certified mail. Such Claimant (or his or her duly authorized
representative) may, upon written request to the Compensation Committee,
review any documents pertinent to his or her claim, and submit in
writing issues and comments in support of his or her claim or position.
Within sixty (60) days after receipt of a written appeal, the
Compensation Committee shall decide the appeal and notify the Claimant
of the final decision; provided that the Compensation Committee may
elect to extend such sixty (60)-day period to up to one hundred twenty
(120) days after receipt of the written appeal. The final decision
shall be in writing and shall include specific reasons for the decision,
written in a manner calculated to be understood by the Claimant, and
specific references to the pertinent Plan provisions on which the
decision is based.
Section 7. Plan Modification or Termination.
7.1 Automatic Termination. The Plan shall terminate automatically on
the day following the annual meeting of the Company's shareholders to be
held in 2004. Unless the Company's Board of Trustees determines, prior
to such termination, that the duration of the Plan shall not be
extended, then, on the date of each annual meeting of the Company's
shareholders (beginning with the meeting to be held in 2004), the Plan
shall be extended automatically until the day following the next annual
meeting of the Company's shareholders.
7.2 Modifications and Amendments. Prior to a Change of Control, the
Compensation Committee may, in its sole discretion, make any
modifications or amendments to the Plan that it deems desirable. If a
Change of Control occurs, the Plan may not be modified, amended or
terminated until two (2) years after the Change of Control occurs,
except for such modifications or amendments which do not adversely
affect the rights of any eligible Employee under the Plan.
7.3 Determination of Claims. All claims for benefits hereunder, even
if raised after termination of the Plan, shall be determined pursuant to
Section 6.3, and when acting pursuant thereto, the Compensation
Committee shall retain the authority provided in Section 6.
Notwithstanding any termination of the Plan, if a Change of Control has
occurred, all Employees who are eligible before the date of termination
to receive Severance Pay pursuant to the Plan shall remain entitled to
receive said benefit under the terms and conditions of the Plan.
Section 8. General Provisions.
8.1 No Right to Employment. Nothing herein contained shall be deemed
to give any Employee the right to be retained in the employ of the
Company or to interfere with the right of the Company to discharge him
or her at any time, with or without cause.
8.2 Vacancies on Compensation Committee. If any of the positions on
the Compensation Committee becomes vacant, either the Chairman of the
Board or President of the Company may appoint such person or persons as
he or she determines, to carry out the responsibilities assigned to such
position under the Plan, so long as, if a Change of Control has occurred
within two (2) years prior to such appointment, such person was employed
by the Company or was a member of the Board of Trustees prior to any
such Change of Control.
8.3 Assignments. Except as otherwise provided by law, no right or
interest of any Employee under the Plan shall be assignable or
transferable, in whole or in part, either directly or by operation of
law or otherwise, including without limitation by execution, levy,
garnishment, attachment, pledge or in any other manner, but excluding
adjudication of incompetency; no attempted assignment or transfer
thereof shall be effective; and no right or interest of any Employee
under the Plan shall be liable for, or subject to, any obligation or
liability of such Employee, except to the extent specifically provided
for herein.
8.4 Plan Unfunded. The Plan is unfunded. All benefits payable under
the Plan shall be paid out of the general assets of the entity which
employed the Employee at the time the Change of Control pursuant to
which he or she is eligible for benefits hereunder.
8.5 Governing Law. The Plan shall be governed by and construed in
accordance with the Employee Retirement Income Security Act of 1974, as
amended, and to the extent not preempted, the laws of the Commonwealth
of Pennsylvania.
8.6 Welfare Plan. The Plan is intended to constitute a "welfare plan"
under the Employee Retirement Income Security Act of 1974, as amended,
and any ambiguities in the Plan shall be construed to effect that
intent.
Exhibit "A"
Employees
Referenced in Section 2.9(a)
Willard G. Rouse III
George J. Alburger, Jr.
Robert E. Fenza
James J. Bowes
Peter M. Balitsaris
John A. Castorina
Ward J. Fitzgerald
John S. Gattuso
Lawrence D. Gildea
Robert Goldschmidt
Michael T. Hagan
Robert L. Kiel
Alan T. Lingerfelt
James C. Lutz
James J. Mazzarelli
Michael C. Weitzmann
Stephen J. Whitley
Steve E. Messaros
1-PH/1273689.3