EXHIBIT 10.15
DIMON INCORPORATED
Compensation Deferral Plan
1. Purposes...........................................................
2. Definitions........................................................
3. Administration.....................................................
4. Participation......................................................
5. Deferrals..........................................................
6. Deferral Accounts..................................................
7. Settlement of Deferral Accounts....................................
8. Provisions Relating to Section 162(m) of the Code..................
9. Statements.........................................................
10. Sources of Stock: Limitation on Amount of
Stock-Denominated Deferrals........................................
11. Amendment/Termination..............................................
12. General Provisions.................................................
13. Effective Date.....................................................
1. PURPOSES. The purpose of this Compensation Deferral Plan (the
"Plan") is to provide certain members of a select group of management, highly
compensated employees, and non-employee members of the Board of Directors
("Board") of DIMON Incorporated, a Virginia corporation, (the "Company") and
its Affiliates a means to defer receipt of specified portions of compensation
and to have such deferred amounts treated as if invested in specified
investment vehicles in order to enhance the competitiveness of the Company's
executive and board compensation programs and, therefore, its ability to
attract and retain qualified key personnel necessary for the continued success
and progress of the Company.
2. DEFINITIONS. In addition to the terms defined in Section 1 above,
the following terms used in the Plan shall have the meanings set forth below:
(a) "Administrator" shall mean the person or persons to whom the
Committee has delegated the authority to take action under the Plan, except as
may be otherwise required under Section 8.
(b) "Affiliate" shall mean any entity (whether or not
incorporated) which, by reason of its relationship with the Company, is
required to be aggregated with the Company under Section 414(b), 414(c), 414(m)
or 414(o) of the Code, and any joint venture or partnership 10% or more of the
profits or capital interest of which is owned by the Company or an Affiliate.
(c) "Beneficiary" shall mean any person (which may include trusts
and is not limited to one person) who has been designated by the Participant in
his or her most recent written beneficiary designation filed with the Company
to receive the benefits specified under the Plan in the event of the
Participant's death. If no Beneficiary has been designated who survives the
Participant's death, then Beneficiary means any person(s) entitled by will or,
in the absence thereof, the laws of descent and distribution to receive such
benefits.
(d) "Change in Control" shall mean that (i) any "person" (as such
term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of
1934, as amended) becomes the beneficial owner, directly or indirectly, of
securities of the Company representing more than 30% of the aggregate voting
power of all classes of the Company's voting securities on a fully diluted
basis, after giving effect to the conversion of all outstanding warrants,
options and other securities of the Company convertible into or exercisable for
voting securities of the Company (whether or not such securities are then
exercisable); (ii) the shareholders of the Company approve (A) a plan of
merger, consolidation or share exchange between the Company and an entity other
than a direct or indirect wholly-owned subsidiary of the Company or (B) a
proposal with respect to the sale, lease, exchange or other disposal of all, or
substantially all, of the Company's property; or (iii) during any period of two
consecutive years (which period may be deemed to begin prior to the date of
this agreement), individuals who at the beginning of such period constituted
the Board, together with any new members of the Board whose election by the
Board or whose nomination for election by the shareholders of the Company was
approved by a majority of the members of the Board then still in office who
either were directors at the beginning of such period or whose election or
nomination for election was previously so approved cease for any reason to
constitute a majority of the Board.
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended. References to any provision of the Code or regulation (including a
proposed regulation) thereunder shall include any successor provisions or
regulations.
(f) "Committee" shall mean the Compensation Committee of the
Board of the Company or any other directors of the Company designated as the
Committee by the Board of the Company. Except as may be otherwise required
under Section 8 or by applicable law, any function of the Committee may be
delegated to the Administrator.
(g) "Deferral Account" shall mean the account or subaccount
established and maintained by the Company for specified deferrals by a
Participant, as described in Section 6. A Deferral Account will be maintained
solely as a bookkeeping entry by the Company to evidence unfunded obligations
of the Company.
(h) "Deferred Stock" shall mean a right to receive Stock at the
end of a specified deferral period.
(i) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended. References to any provision of the Exchange Act or rule
thereunder shall include any successor provisions or rules.
(j) "Participant" shall mean any employee or non-employee
director of the Company or any Affiliate who is designated by the Committee as
eligible to participate in the Plan and who makes an election to participate in
the Plan.
(k) "Stock" shall mean DIMON Incorporated Common Stock, or any
other equity securities of the Company designated by the Committee.
(l) "Trust" shall mean any trust or trusts established or
designated by the Company to hold Stock or other assets in connection with the
Plan; provided, however, that the assets of such trusts shall remain subject to
the claims of the general creditors of the Company in the event of an
insolvency of the Company. The Company shall be considered "insolvent" for
purposes of this Plan and any Trust if (i) the Company is unable to pay its
debts as they become due, or (ii) the Company is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
(m) "Trustee" shall mean the trustee of a Trust.
(n) "Trust Agreement" shall mean the agreement entered into
between the Company and the Trustee to carry out the purposes of the Plan, as
amended or restated from time to time.
3. ADMINISTRATION.
(a) Authority. Both the Committee and the Administrator (subject
to the ability of the Committee to restrict the Administrator) shall administer
the Plan in accordance with its terms, and shall have all powers necessary to
accomplish such purpose, including the power and authority to construe and
interpret the Plan, to define the terms used herein, to prescribe, amend and
rescind rules and regulations, agreements, forms, and notices relating to the
administration of the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. Any actions of the Committee or
the Administrator with respect to the Plan shall be conclusive and binding upon
all persons interested in the Plan, except that any action of the Administrator
will not be binding on the Committee. The Committee and Administrator may each
appoint agents and delegate thereto powers and duties under the Plan, except as
otherwise limited by the Plan. The foregoing notwithstanding, the Board shall
perform the functions of the Committee with respect to all aspects of
administering the Plan with respect to non-employee directors.
(b) Administrator. The Administrator shall be appointed by,
shall remain in office at the will of, and may be removed, with or without
cause, by the Committee. The Administrator may resign at any time. The
Administrator shall not be entitled to act on or decide any matter relating
solely to himself or herself or any of his or her rights or benefits under the
Plan. The Administrator shall not receive any special compensation for serving
in his or her capacity as Administrator but shall be reimbursed for any
reasonable expenses incurred in connection therewith. No bond or other
security need be required of the Administrator in any jurisdiction.
(c) Limitation of Liability. Each member of the Committee and
the Administrator shall be entitled to, in good faith, rely or act upon any
report or other information furnished to him or her by any officer or other
employee of the Company or any Affiliate, the Company's independent certified
public accountants, or any executive compensation consultant, legal counsel, or
other professional retained by the Company to assist in the administration of
the Plan. To the maximum extent permitted by law, no member of the Committee
or the Administrator, nor any person to whom ministerial duties have been
delegated, shall be liable to any person for any action taken or omitted in
good faith in connection with the interpretation and administration of the
Plan.
(d) Indemnification. To the maximum extent permitted by law,
members of the Committee and the Administrator shall be fully indemnified and
protected by the Company with respect to any action taken or omitted in good
faith in connection with the interpretation or administration of the Plan.
4. PARTICIPATION. The Administrator will notify each person of his or
her eligibility to participate in the Plan not later than 15 days (or such
lesser period as may be practicable in the circumstances) prior to any deadline
for filing an election form.
5. DEFERRALS. To the extent authorized by the Committee, a
Participant may elect to defer compensation or awards which may be in the form
of cash, Stock, Stock-denominated awards or other property to be received from
the Company or an Affiliate, including salary, annual bonus awards, long-term
awards, fees, meeting fees, annual or other retainers, shares issuable on stock
option exercise and compensation payable under other plans and programs,
employment agreements or other arrangements, or otherwise, as may be provided
under the terms of such plans, programs and arrangements or as designated by
the Administrator. In addition to such limitation, and any terms and
conditions of deferral set forth under plans, programs or arrangements from
which receipt of the Stock-denominated award or other compensation is deferred,
the Committee may impose limitations on the amounts permitted to be deferred
and other terms and conditions of deferrals under the Plan, including minimum
and/or maximum periods of deferral. Any such limitations, and other terms and
conditions of deferral, shall be set forth in the rules relating to the Plan or
election forms, other forms, or instructions published by the Committee and/or
the Administrator.
(a) Elections. Once an election form, properly completed, is
received by the Company, the elections of the Participant shall be irrevocable;
provided, however, that the Committee and/or the Administrator may, in its
discretion, permit a Participant to elect a further deferral of amounts
credited to a Deferral Account by filing a later election form; provided,
further, that any election to further defer amounts credited to a Deferral
Account must be made at least one (1) year prior to the date such amounts would
otherwise be payable.
(b) Date of Election. An election to defer must be received by
the Administrator prior to the date specified by the Administrator.
6. DEFERRAL ACCOUNTS.
(a) Establishment; Crediting of Amounts Deferred. One or more
Deferral Accounts will be established for each Participant, as determined by
the Administrator. The amount of compensation or awards deferred with respect
to each Deferral Account will be credited to such Account as of the date on
which such amounts would have been paid to the Participant but for the
Participant's election to defer receipt hereunder, unless otherwise determined
by the Administrator. Stock-denominated awards deferred with respect to each
Deferral Account will be credited to the Participant's Deferral Account as
units of Deferred Stock, with one share of Stock equal to one unit of Deferred
Stock as opposed to cash amounts valued by reference to the market price of
Stock. With respect to any fractional shares of Stock or Stock-denominated
awards, the Administrator, in its sole discretion, shall pay such fractional
shares to the Participant in cash, credit the Deferral Account with cash in
lieu of depositing fractional shares into the Deferral Account, or credit the
Deferral Account with a fraction of a share calculated to at least three
decimal places. The amounts of hypothetical income and appreciation and
depreciation in value of such Account will be credited and debited to, or
otherwise reflected in, such Account from time to time. Unless otherwise
determined by the Administrator, amounts credited to a Deferral Account shall
be deemed invested in a hypothetical investment as of the date of deferral.
(b) Hypothetical Investments. Subject to the provisions of
Sections 6(c) and 8, amounts credited to a Deferral Account shall be deemed to
be invested, at the Participant's direction, in one or more investment vehicles
as may be specified from time to time by the Administrator. The Administrator
may change or discontinue any hypothetical investment vehicle available under
the Plan in its discretion; provided, however, that each affected Participant
shall be given the opportunity, without limiting or otherwise impairing any
other right of such Participant regarding changes in investment directions, to
redirect the allocation of his or her Deferral Account deemed invested in the
discontinued investment vehicle among the other hypothetical investment
vehicles, including any replacement vehicle.
(c) Allocation and Reallocation of Hypothetical Investments. A
Participant may allocate amounts credited to his or her Deferral Account to one
or more of the hypothetical investment vehicles authorized under the Plan.
Subject to the rules established by the Administrator, if more than one
hypothetical investment vehicle is provided, a Participant may reallocate
amounts credited to his or her Deferral Account as allowed and provided for by
the Administrator. The Administrator may, in its discretion, restrict
allocation into or reallocation by specified Participants into or out of
specified investment vehicles or specify minimum or maximum amounts that may be
allocated or reallocated by Participants.
(d) Trusts. The Administrator may, in its discretion, establish
one or more Trusts (including sub-accounts under such Trust(s)), and deposit
therein amounts of cash, Stock, or other property not exceeding the amount of
the Company's obligations with respect to a Participant's Deferral Account
established under this Section 6. In such case, the amounts of hypothetical
income and appreciation and depreciation in value of such Deferral Account
shall be equal to the actual income on, and appreciation and depreciation of,
the assets in such Trust(s). Other provisions of this Section 6
notwithstanding, the timing of allocations and reallocations of assets in such
a Deferral Account, and the investment vehicles available with respect to such
Deferral Account, may be varied to reflect the timing of actual investments of
the assets of such Trust(s) and the actual investments available to such
Trust(s).
(e) Restrictions on Participant Direction. The provisions of
Section 6(b), 6(c), and 7(c) notwithstanding, the Administrator may restrict or
prohibit reallocations of amounts deemed invested in specified investment
vehicles, and subject such amounts to a risk of forfeiture and other
restrictions, to conform to restrictions applicable to Stock, a Stock-
denominated award, or any other award or amount deferred under the Plan and
resulting in such deemed investment, to comply with any applicable law or
regulation, or for such other purpose as the Administrator may determine is not
inconsistent with the Plan, including without limitation the right to prohibit
any allocation or reallocation that would fail to satisfy the exempt
discretionary transaction requirements of Rule 16b-3 of the Securities and
Exchange Act of 1934. Notwithstanding any other provision of the Plan to the
contrary, amounts credited as Deferred Stock to a Participant's Deferral
Account may not be reallocated or deemed reinvested in any other investment
vehicle, but shall remain as Deferred Stock until such time as the Deferral
Account is settled in accordance with Section 7.
(f) Dividend Equivalents. Except as provided in Section 6(d),
dividend equivalents will be credited on Deferred Stock credited to a
Participant's Deferral Account as follows:
(i) Cash and Non-Stock Dividends. If the Company declares
and pays a dividend on Stock in the form of cash or property other than
shares of Stock, then a number of additional shares of Deferred Stock
shall be credited to a Participant's Deferral Account as of the payment
date for such dividend equal to (A) the number of shares of Deferred
Stock credited to the Deferral Account as of the record date for such
dividend, multiplied by (B) the amount of cash plus the fair market value
of any property other than shares actually paid as a dividend on each
share at such payment date, divided by (C) the fair market value of a
share of Stock at such payment date.
(ii) Stock Dividends and Splits. If the Company declares
and pays a dividend on Stock in the form of additional shares of Stock,
or there occurs a forward split of Stock, then a number of additional
shares of Deferred Stock shall be credited to the Participant's Deferral
Account as of the payment date for such dividend or forward Stock split
equal to (A) the number of shares of Deferred Stock credited to the
Deferral Account as of the record date for such dividend or split,
multiplied by (B) the number of additional shares actually paid as a
dividend or issued in such split in respect of each share of Stock.
7. SETTLEMENT OF DEFERRAL ACCOUNTS.
(a) Form of Payment. The Company shall settle a Participant's
Deferral Account, and discharge all of its obligations to pay deferred
compensation under the Plan with respect to such Deferral Account, by payment
of cash or, in the discretion of the Administrator, by delivery of other assets
(including Stock) having a fair market value equal to the amount credited to
the Deferral Account. Notwithstanding any other provision of the Plan to the
contrary, amounts credited as Deferred Stock to a Participant's Deferral
Account shall be settled by delivery of shares of Stock.
(b) Forfeitures Under Other Plans and Arrangements. To the
extent that Stock or any other award or amount (i) is deposited in a Trust
pursuant to Section 6 in connection with a deferral of Stock, a Stock-
denominated award, or any other award or amount under another plan, program,
employment agreement or other arrangement and (ii) is forfeited pursuant to the
terms of such plan, program, agreement or arrangement, the Participant shall
not be entitled to the value of such Stock and other property related thereto
(including without limitation, dividends and distributions thereon) or other
award or amount, or proceeds thereof.
(c) Timing of Payments. Payments in settlement of a Deferral
Account shall be made as soon as practicable after the date or dates (including
upon the occurrence of specified events), and in such number of installments,
as may be directed by the Participant in his or her election relating to such
Deferral Account. Irrespective of any elections made by a Participant, the
Administrator may provide that amounts credited to a Participant's Deferral
Account may be paid out in a single lump sum in the event of a Change in
Control, the termination of Participant's employment or period of service with
the Company or an Affiliate (but ignoring transfers of employment or non-
employee director service between or among the Company or any of its
Affiliates), or a termination of the Plan affecting the Participant.
(d) Financial Emergency and Other Payments. Other provisions of
the Plan (except Section 8) notwithstanding, if, upon the written application
of a Participant, the Committee determines that the Participant has an
unforeseen emergency, the Committee may direct the payment to the Participant
of all or a portion of the balance of a Deferral Account and the time and
manner of such payment, provided that any such withdrawal shall be limited by
the Committee to the amount necessary to meet the emergency. For purposes of
this Plan, an "unforeseen emergency" shall mean an unanticipated emergency
caused by an event beyond Participant's control, which would result in severe
financial hardship to Participant if early withdrawal were not permitted.
8. PROVISIONS RELATING TO SECTION 162(M) OF THE CODE. It is the
intent of the Company that any compensation (including any award) deferred
under the Plan by a person who is, with respect to the year of payout, deemed
by the Committee to be a "covered employee" within the meaning of Code Section
162(m) and regulations thereunder, which compensation constitutes "qualified
performance-based compensation" within the meaning of Code Section 162(m) and
regulations thereunder or otherwise qualifies for an exemption from Code
Section 162(m), shall not, as a result of deferral hereunder, become
compensation with respect to which the Company in fact would not be entitled to
a tax deduction under Code Section 162(m). Accordingly, unless otherwise
determined by the Committee, if any compensation would become so disqualified
under Code Section 162(m) as a result of deferral hereunder, the Committee may
modify the terms of such deferral (including by means of accelerated or
deferred payouts) in order to ensure that the compensation would not, at the
time of payout, be so disqualified. Similarly, the Committee may modify the
terms of any deferral (including by means of accelerated or deferred payouts)
relating to compensation that does not constitute "qualified performance-based
compensation" within the meaning of Code Section 162(m) or otherwise does not
qualify for an exemption from Code Section 162(m) in order to permit the
deductibility of such compensation under Code Section 162(m).
9. STATEMENTS. The Administrator will furnish statements to each
Participant reflecting the amount credited to a Participant's Deferral Accounts
and transactions therein not less frequently than once each calendar year.
10. SOURCES OF STOCK: LIMITATION ON AMOUNT OF STOCK-DENOMINATED
DEFERRALS. If shares of Stock are deposited under the Plan in a Trust pursuant
to Section 6 in connection with a deferral of a Stock-denominated award under
another plan, program, employment agreement or other arrangement that provides
for the issuance of shares, the shares so deposited shall be deemed to have
originated, and shall be counted against the number of shares reserved, under
such other plan, program or arrangement. Shares of Stock actually delivered in
settlement of Deferral Accounts shall be originally issued shares or authorized
but unissued shares, in the discretion of the Committee. If the Committee
authorizes deemed investments in Stock by Participants deferring cash, any
shares to be deposited under the Plan in a Trust in connection with such deemed
investments in Stock shall be solely shares acquired in the market by or on
behalf of the Trust.
11. AMENDMENT/TERMINATION. The Committee may, with prospective or
retroactive effect, amend, alter, suspend, discontinue, or terminate the Plan
at any time without the consent of Participants, stockholders, or any other
person; provided, however, that, without the consent of a Participant, no such
action shall materially and adversely affect the rights of such Participant
with respect to any rights to payment of amounts credited to such Participant's
Deferral Account. Notwithstanding the foregoing, the Committee may, in its
sole discretion, terminate the Plan (in whole or in part) with respect to one
or more Participants and distribute to such affected Participants the amounts
credited to their Deferral Accounts in a lump sum as soon as reasonably
practicable following such termination.
12. GENERAL PROVISIONS.
(a) Limits on Transfer of Awards. Other than by will or the laws
of descent and distribution, no right, title or interest of any kind in the
Plan shall be transferable or assignable by a Participant or his or her
Beneficiary or be subject to alienation, anticipation, encumbrance,
garnishment, attachment, levy, execution or other legal or equitable process,
nor subject to the debts, contracts, liabilities or engagements, or torts of
any Participant or his or her Beneficiary. Any attempt to alienate, sell,
transfer, assign, pledge, garnish, attach or take any other action subject to
legal or equitable process or encumber or dispose of any interest in the Plan
shall be void.
(b) Receipt and Release. Payments (in any form) to any
Participant or Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims for the awards or
other compensation deferred and relating to the Deferral Account to which the
payments relate against the Company or any Affiliate, the Committee, or the
Administrator, and the Administrator may require such Participant or
Beneficiary, as a condition to such payments, to execute a receipt and release
to such effect. In the case of any payment under the Plan of less than all
amounts then credited to an account in the form of Stock, the amounts paid
shall be deemed to relate to the Stock credited to the account at the earliest
time.
(c) Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for deferred compensation and
Participants shall rely solely on the unsecured promise of the Company for
payment hereunder. With respect to any payment not yet made to a Participant
under the Plan, nothing contained in the Plan shall give a Participant any
rights that are greater than those of a general unsecured creditor of the
Company; provided, however, that the Committee may authorize the creation of
Trusts, including but not limited to the Trusts referred to in Section 6
hereof, or make other arrangements to meet the Company's obligations under the
Plan, which Trusts or other arrangements shall be consistent with the
"unfunded" status of the Plan unless otherwise determined by the Committee.
(d) Compliance. A Participant in the Plan shall have no right to
receive payment (in any form) with respect to his or her Deferral Account until
legal and contractual obligations of the Company relating to establishment of
the Plan and the making of such payments shall have been complied with in full.
In addition, the Company shall impose such restrictions on Stock delivered to a
Participant hereunder and any other interest constituting a security as it may
deem advisable in order to comply with the Securities Act of 1933, as amended,
the requirements of any stock exchange or automated quotation system upon which
the Stock is then listed or quoted, any applicable state securities laws, any
provision of the Company's Certificate of Incorporation or Bylaws, or any other
law, regulation, or binding contract to which the Company is a party.
(e) Other Participant Rights. No Participant shall have any of
the rights or privileges of a stockholder of the Company under the Plan,
including as a result of the crediting of Stock-denominated units or other
amounts to a Deferral Account, or the creation of any Trust and deposit of such
Stock therein, except at such time as Stock may be actually delivered in
settlement of a Deferral Account. No provision of the Plan or transaction
hereunder shall confer upon any Participant any right to be employed by the
Company or an Affiliate, or to interfere in any way with the right of the
Company or an Affiliate to increase or decrease the amount of any compensation
payable to such Participant. Subject to the limitations set forth in Section
12(a) hereof, the Plan shall inure to the benefit of, and be binding upon, the
parties hereto and their successors and assigns.
(f) Tax Withholding. With respect to employee Participants, the
Company and any Affiliate shall have the right to deduct from amounts otherwise
payable in settlement of a Deferral Account any sums that federal, state, local
or foreign tax law requires to be withheld with respect to such payment.
Shares may be withheld to satisfy such obligations in any case where taxation
would be imposed upon the delivery of shares, except that shares issued or
delivered under any plan, program, employment agreement or other arrangement
may be withheld only in accordance with the terms of such plan, program,
employment agreement or other arrangement and any applicable rules,
regulations, or resolutions thereunder.
(g) Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the Commonwealth of Virginia, without giving effect
to principles of conflicts of laws, and applicable provisions of federal law.
(h) Limitation. A Participant and his or her Beneficiary shall
assume all risk in connection with any decrease in value of the Deferral
Account and neither the Company, the Committee nor the Administrator shall be
liable or responsible therefor.
(i) Adjustments. In the event that any dividend or other
distribution (whether in the form of cash, Stock, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or any other event or
condition occurs that affects the Stock such that an adjustment is determined
by the Administrator or the Committee to be appropriate in order to prevent
dilution or enlargement of a Participant's rights under the Plan, then the
Administrator or the Committee may, in such manner as it may deem equitable,
adjust any or all of the number and kind of shares of Stock to be issued upon
settlement of Deferred Stock then credited to a Deferral Account under the
Plan.
(j) Construction. The captions and numbers preceding the
sections of the Plan are included solely as a matter of convenience of
reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of the Plan. Whenever appropriate, words used in
the singular shall include the plural or the plural may be read as the
singular.
(k) Severability. In the event that any provision of the Plan
shall be declared illegal or invalid for any reason, said illegality or
invalidity shall not affect the remaining provisions of the Plan but shall be
fully severable, and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been inserted herein.
(l) Status. The establishment and maintenance of, or allocations
and credits to, the Deferral Account of any Participant shall not vest in any
Participant any right, title or interest in and to any Plan or Company assets
or benefits except at the time or times and upon the terms and conditions and
to the extent expressly set forth in the Plan and in accordance with the terms
of the Trust.
13. EFFECTIVE DATE. The Plan shall be effective as of July 1, 2003.