Exhibit 10.25
DIMON INCORPORATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective January 1, 1997
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INTRODUCTION ...................... 1
ARTICLE I Definitions
1.01. Accounting Firm .............. 2
1.02. Administrator ............... 2
1.03. Affiliate ................. 2
1.04. Board ................... 2
1.05. Cash Balance Plan ............. 2
1.06. Capped Parachute Payments ......... 2
1.07. Change in Control ............. 2
1.08. Code ................... 3
1.09. Committee ................. 3
1.10. Compensation ............... 3
1.11. Competes ................. 3
1.12. Control Change Date ............ 3
1.13. Corporation ................ 3
1.14. Credited Compensation ........... 3
1.15. Employee ................. 3
1.16. Executive ................. 3
1.17. Fiscal Year ................ 4
1.18. Joint and Survivor Annuity ........ 4
1.19. Net After-Tax Amount ........... 4
1.20. Normal Retirement Allowance ........ 4
1.21. Normal Retirement Date .......... 4
1.22. Offset Amount ............... 4
1.23. Parachute Payment ............. 4
1.24. Participant ................ 5
1.25. Pension Equalization Plan ......... 5
1.26. Plan ................... 5
1.27. Retirement, Retire or Retires ....... 5
1.28. Spouse .................. 5
1.29. Surviving Spouse ............. 5
1.30. Years of Service ............. 5
ARTICLE II Participation
2.01. Beginning Participation .......... 6
2.02. Change in Status ............. 6
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ARTICLE III Retirement Allowances
3.01. Normal Retirement Allowance ........ 7
ARTICLE IV Vesting
4.01. Normal Vesting .............. 8
4.02. Change in Control ............. 8
4.03. Competition ................ 8
ARTICLE V Administration of the Plan
5.01. Generally ................. 9
5.02. Indemnification .............. 9
5.03. Determining Benefits ........... 9
5.04. Cooperation. ............... 9
5.05. Claims .................. 10
5.06. Review of Claims ............. 10
5.07. Delegation of Committee Responsibilities . 11
ARTICLE VI Termination, Amendment or
Modification of Plan
6.01. Reservation of Rights ........... 12
6.02. Limitation on Actions ........... 12
6.03. Effect of Termination ........... 12
ARTICLE VII Miscellaneous
7.01. Limitation on Benefits .......... 13
7.02. Unfunded Plan ............... 14
7.03. Other Benefits and Agreements ....... 15
7.04. Restrictions on Transfer of Benefits ... 15
7.05. No Guarantee of Employment ........ 15
7.06. Successors ................ 15
7.07. Construction ............... 15
7.08. Governing Law ............... 16
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DIMON INCORPORATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
INTRODUCTION
The Board of Directors of DIMON Incorporated (the
Corporation) determined that the adoption of the DIMON
Incorporated Supplemental Executive Retirement Plan (the Plan)
should assist it in attracting and retaining those employees
whose judgment, abilities and experience will contribute to
its continued progress and success. The Board of Directors
also determined that the Plan should further those objectives
by providing retirement and related benefits that supplement
the amounts payable under the deferred compensation plans and
arrangements currently maintained by the Corporation.
The Plan is effective January 1, 1997. The Plan is
intended to provide an unfunded supplemental retirement
benefit to a select group of management and highly compensated
employees as such terms are used in sections 201, 301, and 501
of the Employee Retirement Income Security Act of 1974. The
Plan must be interpreted and administered in a manner that is
consistent with that intent.
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ARTICLE I
Definitions
1.011. Accounting Firm means the accounting firm most recently
approved by the Corporation's shareholders as the
Corporation's auditor; provided, however, that if such
accounting firm declines to undertake the determinations
assigned to it under this Agreement, then the "Accounting
Firm" shall mean such other accounting firm designated by the
Corporation.
1.012. Administrator means the Committee and any delegate of
the Committee appointed in accordance with Section 5.07.
1.013. Affiliate means any corporation which, when considered
with the Corporation, would constitute a controlled group of
corporations within the meaning of Code section 1563(a)
determined without reference to Code sections 1563(a)(4) and
1563(e)(3)(C) and any entity, whether or not incorporated,
which would be under common control with the Corporation
within the meaning of Code section 414(c).
1.014. Board means the Board of Directors of the Corporation.
1.015. Cash Balance Plan means the DIMON Incorporated Cash
Balance Plan, and any successor thereto.
1.016. Capped Parachute Payments means the largest amount of
Parachute Payments that may be paid to the Participant without
liability under Code section 4999.
1.017. Change in Control means 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
Corporation representing more than 30% of the aggregate voting
power of all classes of the Corporation's voting securities on
a fully diluted basis, after giving effect to the conversion
of all outstanding warrants, options and other securities of
the Corporation convertible into or exercisable for voting
securities of the Corporation (whether or not such securities
are then exercisable); (ii) the shareholders of the
Corporation approve (A) a plan of merger, consolidation or
share exchange between the Corporation and an entity other
than a direct or indirect wholly-owned subsidiary of the
Corporation or (B) a proposal with respect to the sale, lease,
exchange or other disposal of all, or substantially all, of
the Corporation'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
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whose nomination for election by the shareholders of the
Corporation 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.
1.018. Code means the Internal Revenue Code of 1986, as
amended, or any successor thereto, as in effect at the
relevant time.
1.019. Committee means a committee of the Board appointed to
administer the Plan.
1.10. Compensation means the taxable earnings paid in cash by
the Company to the Participant, excluding commissions and
extra pay for temporary foreign service, plus amounts deferred
under Code sections 401(k) and 125 pursuant to the
Participant's salary reduction agreement.
1.11. Competes means that Participant, either directly or
indirectly, either as principal, agent, employee, employer,
owner, stockholder (owning more than 5% of the value of a
corporation's outstanding stock), partner, contractor,
consultant or in any other individual or representative
capacity, engages in the business of a tobacco or flower
dealer, importer or exporter or any other business in which
the Corporation or an Affiliate is engaged at such time. If
any provision of the preceding sentence or Section 4.03 is
ever deemed to exceed the time, geographic area, or activity
limitations permitted by applicable law, the Corporation and
Participant (by virtue of his participation in the Plan),
agree that such provisions must be and are reformed to the
maximum time, geographic area and activity limitations
permitted by applicable law, and expressly authorize a court
having jurisdiction to reform the provisions to the maximum
time, geographic area and activity limitations permitted by
applicable law.
1.12. Control Change Date means the date on which all of the
events necessary for a Change in Control have occurred.
1.13. Corporation means DIMON Incorporated and any successor
corporation.
1.14. Credited Compensation means fifty percent (50%) of the
average of the Compensation paid to the Executive during the
three Fiscal Years occurring during the last ten Fiscal Years
that the Participant was employed by the Company that yields
the highest number.
1.15. Employee means a person who is an employee of the
Corporation or an Affiliate.
1.16. Executive means an Employee who is compensated at Grade
23.
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1.17. Fiscal Year means the Corporation's taxable year for
Federal income tax purposes.
1.18. Joint and Survivor Annuity means an annuity for the
life of the Participant with a survivor annuity for the life
of the Spouse which is equal to fifty percent (50%) of the
amount payable during the joint lives of the Participant and
Spouse and which is the actuarial equivalent (using the
actuarial assumptions and methods applicable to the Cash
Balance Plan) of an annuity for the life of the Participant.
1.19. Net After-Tax Amount means the amount of any Parachute
Payments or Capped Parachute Payments, as applicable, net of
taxes imposed under Code sections 1, 3101(b) and 4999 and any
State or local income taxes applicable to the Participant as
in effect on the date of the first payment under this Plan
after a Control Change Date. The determination of the Net
After Tax Amount shall be made using the highest combined
effective rate imposed by the foregoing taxes on income of the
same character as the Parachute Payments or Capped Parachute
Payments, as applicable, in effect for the year in which the
determination is made.
1.20. Normal Retirement Allowance means the benefit described
in Section 3.01.
1.21. Normal Retirement Date means the first day of the month
coincident with or next following a Participant's retirement
from the Corporation or an Affiliate after attaining age 65.
1.22. Offset Amount means the sum of the monthly benefits, if
any, payable to or on behalf of a Participant under the Cash
Balance Plan, the DIMON Incorporated Savings and Profit
Sharing Plan, the Pension Equalization Plan, or any employment
agreement between the Company (or any Affiliate or predecessor
thereof) and the Participant, or any other supplemental
executive retirement plan maintained by the Corporation or an
Affiliate and any other benefit plan maintained by the
Corporation or an Affiliate, other than a plan qualified under
Code section 401(k). For purposes of Section 3.01(a), the
Offset Amount shall be determined as a single life annuity (in
the case of a Participant who is not legally married on the
date he Retires) and shall be determined as the amount payable
to the Participant during his lifetime under a Joint and
Survivor Annuity (in the case of a Participant who is legally
married on the date he Retires). For purposes of Section
3.01(b), the Offset Amount shall be determined as the amount
payable to the Surviving Spouse after the Participant's death
under a Joint and Survivor Annuity. The Offset Amount shall
be determined using the actuarial assumptions and methods
applicable to the Cash Balance Plan and assuming a benefit
commencement date as of the date that Participant Retires.
1.23. Parachute Payment means a payment that is described in
Code section 280G(b)(2) (without regard to whether the
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aggregate present value of such payments exceeds the limit
prescribed by Code section 280G(b)(2)(A)(ii)). The amount of
any Parachute Payment shall be determined in accordance with
Code section 280G and the regulations promulgated thereunder,
or, in the absence of final regulations, the proposed
regulations promulgated under Code section 280G.
1.24. Participant means an Executive who satisfies the
requirements of Article II.
1.25. Pension Equalization Plan means the Dibrell Brothers,
Incorporated Pension Equalization Plan, and any successor
thereto.
1.26. Plan means the DIMON Incorporated Supplemental
Executive Retirement Plan.
1.27. Retirement, Retire or Retires means the termination of
a Participant's employment with the Company or an Affiliate
that occurs on or after the Participant's Normal Retirement
Date.
1.28. Spouse means the person to whom the Participant is
legally married on the date the Participant Retires.
1.29. Surviving Spouse means the person to whom the
Participant is legally married on the date the Participant
Retires and who survives the Participant.
1.30. Years of Service is defined in Section 1.41 of the Cash
Balance Plan.
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ARTICLE II
Participation
1.021. Beginning Participation
An Executive shall become a Participant in the Plan as
of the date that his participation is approved in writing by a
resolution adopted by the Administrator. An Employee who is
not an Executive shall become a Participant in the Plan as of
the date that his participation is approved in writing by a
resolution adopted by the Administrator. As a condition of,
and in consideration for, participation in the Plan, an
Executive or Employee must agree in writing (on a form
acceptable to the Administrator), that he will not Compete
with the Corporation or an Affiliate before a Control Change
Date and that he accepts and agrees to be bound by the terms
of Section 4.03.
1.022. Change in Status
A Participant shall cease to be a Participant in the
Plan as of the date that his designation as a Participant is
revoked or rescinded in writing by a resolution adopted by the
Administrator, on the date that he ceases to be an Employee
unless, as of that date, he is entitled to receive a benefit
under the Plan in accordance with Article IV or on the date
prescribed by Section 4.03.
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ARTICLE III
Retirement Allowances
1.031. Normal Retirement Allowance
(a) Subject to the requirements and limitations of
Article IV and Section 7.01, a Participant who Retires shall
be entitled to receive his Normal Retirement Allowance under
the Plan. The Normal Retirement Allowance is a monthly
benefit which shall be equal to the difference between (i) and
(ii) below where
(i) = The Participant's Credited Compensation
(determined as of his Normal Retirement Date) divided
by twelve (12), and
(ii) = Offset Amount.
The Normal Retirement Allowance shall be payable in accordance
with the payroll practices of the Corporation and its
Affiliates, commencing as of the date the Participant Retires
and ending with the payment for the month in which the
Participant dies. Payments of the Normal Retirement Allowance
shall be reduced in accordance with income and employment tax
withholding requirements.
(b) A monthly allowance shall be paid to the
Participant's Surviving Spouse, if any, commencing with the
month following the month in which the Participant dies and
ending with the payment for the month in which the Surviving
Spouse dies. Such benefit shall be equal to the difference
between (i) and (ii) below where
(i) = One-half (/) of the Participant's Credited
Compensation (determined as of his Normal Retirement
Date) divided by twelve (12), and
(ii) = Offset Amount.
The preceding sentences to the contrary notwithstanding, no
benefit shall be payable under this Section 3.01(b) unless
Participant Retires and becomes eligible to receive his Normal
Retirement Allowance under Section 3.01(a).
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ARTICLE IV
Vesting
1.041. Normal Vesting
No benefit will be payable to a Participant or
Surviving Spouse under the Plan unless the Participant, while
an employee of the Corporation or an Affiliate, attains age
sixty (60) and the sum of the Participant's age and the number
of Years of Service credited to the Participant equal eighty
(80).
1.042. Change in Control
Notwithstanding Section 4.01, any Participant who is a
Participant on a Control Change Date shall be entitled to
benefit payments in accordance with Article III.
1.043. Competition
Notwithstanding Sections 4.01 and 4.02, a Participant
shall cease to be a Participant on, and no benefits shall be
payable under the Plan to a Participant or the Participant's
Surviving Spouse after, the date that Participant engages in
conduct that Competes with the Corporation or an Affiliate.
The preceding sentence shall not apply on or after a Control
Change Date.
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ARTICLE V
Administration of the Plan
1.051. Generally
The Plan shall be administered by the Administrator.
Subject to the provisions of the Plan, the Administrator may
adopt such rules and regulations as may be necessary to carry
out the purposes of the Plan. The Administrator's discretion
to perform or consent to any act or to interpret the Plan is
exclusive and shall be final and conclusive if all similarly
situated Participants are treated in a consistent manner.
1.052. Indemnification
The Corporation shall indemnify and save harmless the
Administrator against any and all expenses and liabilities
arising out of the administration of the Plan, excepting only
expenses and liabilities arising out of his own willful mis-
conduct. Expenses against which the Administrator shall be
indemnified hereunder shall include without limitation, the
amount of any settlement or judgment, costs, counsel fees, and
related charges reasonably incurred in connection with a claim
asserted, or a proceeding brought or settlement of a claim.
The foregoing right of indemnification shall be in addition to
any other rights to which the Administrator may be entitled.
1.053. Determining Benefits
In addition to the powers hereinabove specified, the
Administrator shall have the power to compute and certify the
amount and kind of benefits from time to time payable to or on
behalf of Participants under the Plan, to authorize all
disbursements for such purposes, and to determine whether a
Participant or Surviving Spouse is entitled to a benefit under
the Plan.
1.054. Cooperation.
To enable the Administrator to perform its functions,
the Corporation and its Affiliates shall supply full and
timely information to the Administrator on all matters
relating to the compensation of all Participants, their
retirement, death or other reason for termination of
employment, and such other pertinent facts as the
Administrator may require.
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1.055. Claims
It is not necessary to file a claim in order to receive
Plan benefits.
On receipt of a claim for Plan benefits, the
Administrator must respond in writing within ninety days. If
necessary, the Administrator's first notice must indicate any
special circumstances requiring an extension of time for the
Administrator's decision. The extension notice must indicate
the date by which the Administrator expects to render a deci-
sion; an extension of time for processing may not exceed
ninety days after the end of the initial period.
If a claim is wholly or partially denied, the
Administrator must give written notice within the time
provided in the preceding paragraph. An adverse notice must
specify each reason for denial. There must be specific
reference to provisions of the Plan or related documents on
which the denial is based. If additional material or
information is necessary for the claimant to perfect the
claim, it must be described and there must be an explanation
of why that material or information is necessary. Adverse
notice must disclose appropriate information about the steps
that the claimant must take if he wishes to submit the claim
for review. If notice that a claim has been denied is not
furnished within the time required in the preceding paragraph,
the claim is deemed denied.
The full value of a payment made according to the
provisions of the Plan satisfies that much of the claim and
all related claims under the Plan against the Administrator
and the Corporation and its Affiliates, each of whom, as a
condition to a payment from it or directed by it, may require
the Participant, Surviving Spouse, or legal representative to
execute a receipt and release of the claim in a form
determined by the person requesting the receipt and release.
1.056. Review of Claims
The Committee must review a claimant's proper written
request for review of a denied claim. The Committee must
receive the written request before sixty-one days after the
claimant's receipt of notice that a claim has been denied
according to the preceding Plan Section. The claimant and an
authorized representative are entitled to be present and heard
if any hearing is used as part of the review.
The Committee must determine whether there will be a
hearing. Before any hearing, the claimant or a duly
authorized representative may review all Plan documents and
other papers that affect the claim and may submit issues and
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comments in writing. The Committee must schedule any hearing
to give sufficient time for this review and submission, giving
notice of the schedule and deadlines for submissions.
The Committee must advise the claimant in writing of
the final determination after review. The decision on review
must be written in a manner calculated to be understood by the
claimant, and it must include specific reasons for the
decision and specific references to the pertinent provisions
of the Plan or related documents on which the decisions is
based. Except as otherwise provided in this Section, the
written advice must be rendered within sixty days after the
request for review is received, unless special circumstances
require an extension of time for processing. If an extension
is necessary, the decision must be rendered as soon as
possible but no later than 120 days after receipt of the
request for review. If the Committee has regularly scheduled
meetings at least quarterly, the following rules govern the
time for the decision after review. If the claimant's written
request for review is received more than thirty days before a
Committee meeting, the decision of the Committee must be
rendered at the next meeting after the request for review is
received. If the claimant's written request for review is
received thirty days or less before a Committee meeting, the
decision of the Committee must be rendered at the Committee's
second meeting after the request for review has been received.
If special circumstances (such as the need to hold a hearing)
require an extension of time for processing, the decision of
the Committee must be rendered not later than the Committee's
third meeting after the request for review has been received.
If an extension of time for review is required, written notice
of the extension must be furnished to the claimant before the
extension begins. If notice that a claim has been denied on
review is not received by the claimant within the time
required in this paragraph, the claim is deemed denied on
review.
1.057. Delegation of Committee Responsibilities
The Committee, in its discretion, may delegate to one
or more officers of the Corporation or an Affiliate all or
part of the Committee's authority and duties under the Plan;
provided, however, that the Committee may not delegate its
authority or duties under Article II, Article VI or Section
5.06. The Committee may revoke or amend the terms of a
delegation in accordance with the preceding sentence but such
action shall not invalidate any prior actions of the
Committee's delegate or delegates that were consistent with
the terms of the Plan and the prior delegation.
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ARTICLE VI
Termination, Amendment or Modification of Plan
1.061. Reservation of Rights
Except as otherwise specifically provided, the
Corporation reserves the right to terminate, amend or modify
this Plan wholly or partially at any time and from time to
time. Such right to terminate, amend or modify the Plan shall
be exercised by the Committee or its delegate.
Notwithstanding the preceding, with respect to an affected
Participant, the Plan may not be amended, modified or
terminated after a Change in Control unless the affected
Participant agrees to such amendment, modification or
termination in writing.
1.062. Limitation on Actions
The rights of the Corporation set forth in the
preceding Section are subject to the condition that except as
provided in Section 4.03, the Committee or its delegate shall
take no action to terminate the Plan or decrease the benefit
that would become payable or is payable, as the case may be,
with respect to a Participant or his Surviving Spouse after a
Control Change Date or after the Participant has satisfied the
requirements of Section 4.01.
1.063. Effect of Termination
Except as otherwise provided in this Article VI, upon
the termination of this Plan by the Committee, the Plan shall
be of no further force or effect, and neither the Corporation
or its Affiliates or the Administrator nor the Participant or
his Surviving Spouse shall have any further obligation or
right under this Plan. Likewise, except as otherwise provided
in this Article VI, the rights of any individual who was a
Participant and who ceases to be a Participant shall be
forfeited on the date that the individual ceases to be a
Participant.
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ARTICLE VII
Miscellaneous
1.071. Limitation on Benefits
(a) If any benefits payable under this Plan and any
other payments that the Participant is entitled to receive
under other plans and agreements constitute Parachute Payments
that are subject to the "golden parachute" rules of Code
section 280G and the excise tax of Code section 4999, the
Parachute Payments shall be reduced if, and only to the extent
that, a reduction will allow the Participant to receive a
greater Net After Tax Amount than he would receive absent a
reduction. The remaining provisions of this Section describe
how that intent will be effectuated.
(b) The Accounting Firm will first determine the
amount of any Parachute Payments that are payable to the
Participant. The Accounting Firm will also determine the Net
After Tax Amount attributable to the Participant's total
Parachute Payments.
(c) The Accounting Firm will next determine the
amount of the Participant's Capped Parachute Payments.
Thereafter, the Accounting Firm will determine the Net After
Tax Amount attributable to the Participant's Capped Parachute
Payments.
(d) The Participant will receive the total Parachute
Payments unless the Accounting Firm determines that the Capped
Parachute Payments will yield the Participant a higher Net
After Tax Amount, in which case the Participant will receive
the Capped Parachute Payments. If the Participant will
receive the Capped Parachute Payments, the Participant's total
Parachute Payments will be adjusted by first reducing the
amount payable under other plans and agreements (with the
reductions first coming from cash benefits and then from
noncash benefits). The Accounting Firm will notify the
Participant and the Corporation if it determines that the
Parachute Payments must be reduced to the Capped Parachute
Payments and will send the Participant and the Corporation a
copy of its detailed calculations supporting that
determination.
(e) As a result of any uncertainty in the
application of Code sections 280G and 4999 at the time that
the Accounting Firm makes its determinations under this
Section, it is possible that amounts will have been paid or
distributed to the Participant that should not have been paid
or distributed under this Section 7.01 ("Overpayments"), or
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that additional amounts should be paid or distributed to the
Participant under this Section 7.01 ("Underpayments"). If the
Accounting Firm determines, based on either controlling
precedent, substantial authority or the assertion of a
deficiency by the Internal Revenue Service against the
Participant or the Corporation, which assertion the Accounting
Firm believes has a high probability of success, that an
Overpayment has been made, that Overpayment will be treated
for all purposes as a loan ab initio that the Participant must
repay to the Corporation together with interest at the
applicable federal rate under Code section 7872(f)(2);
provided, however, that no loan will be deemed to have been
made and no amount will be payable by the Participant to the
Corporation unless, and only to the extent that, the deemed
loan and payment would either reduce the amount on which the
Participant is subject to tax under Code section 4999 or
generate a refund of tax imposed under Code section 4999. If
the Accounting Firm determines, based upon controlling
precedent or substantial authority, that an Underpayment has
occurred, the Accounting Firm will notify the Participant and
the Corporation of that determination and the amount of that
Underpayment will be paid to the Participant promptly by the
Corporation.
(f) All determinations made by the Accounting Firm
under this Section 7.01 are binding on the Participant and the
Corporation and must be made within sixty days after the
Participant's termination of employment with the Corporation
and its Affiliates unless reasonable cause requires an
extension of time. The Accounting Firm must provide the
Participant and the Corporation written notice of any required
extension before the end of the sixty-day period; but the
Accounting Firm must make its determinations under this
Section 7.01 as soon as possible and not later than nine
months after the Participant's termination of employment with
the Corporation and its Affiliates.
1.072. Unfunded Plan
The Corporation and its Affiliates have only a
contractual obligation to make payments of the benefits
described in the Plan. All benefits are to be satisfied
solely out of the general corporate assets of the Corporation
and its Affiliates which shall remain subject to the claims of
its creditors. No assets of the Corporation or its
Affiliates will be segregated or committed to the satisfaction
of its obligations to any Participant or Surviving Spouse
under this Plan. If the Corporation or an Affiliate, in its
sole discretion, elects to purchase life insurance on the life
of a Participant in connection with the Plan, the Participant
must submit to a physical examination, if required by the
insurer, and otherwise cooperate in the issuance of such
policy or his rights under the Plan will be forfeited. The
Corporation may establish a trust, the assets of which shall
remain subject to the claims of creditors of the Corporation
and Affiliates, in anticipation of the Corporation's
obligations under the Plan. If not previously established,
such trust shall be established as of a Control Change Date
and the Corporation (or its successor) shall contribute assets
to such trust at least equal to the present value of
Participants' benefits (whether or not vested and determined
using the actuarial assumptions and methods applicable to the
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Cash Balance Plan) and maintain such funded status until all
obligations owed by the Plan to Participants and their
Surviving Spouses have been paid in full.
1.073. Other Benefits and Agreements
The benefits, if any, provided for a Participant or a
Surviving Spouse under the Plan are in addition to any other
benefits available to such persons under any other plan or
program of the Corporation for its employees, and, except as
may otherwise be expressly provided for, the Plan shall
supplement and shall not supersede, modify or amend any other
plan or program of the Corporation or an Affiliate in which a
Participant is participating.
1.074. Restrictions on Transfer of Benefits
No right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to do so shall be void.
No right or benefit hereunder shall in any manner be liable
for or subject to the debts, contracts, liabilities, or torts
of the person entitled to such benefit. If any Participant or
his Surviving Spouse should become bankrupt or attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge
any right to a benefit hereunder, then such right or benefit,
in the discretion of the Administrator, shall cease and
terminate, and, in such event, the Administrator may hold or
apply all or part of the benefit of such Participant or
Surviving Spouse in such manner and in such portion as the
Administrator may deem proper.
1.075. No Guarantee of Employment
The Plan does not in any way limit the right of the
Corporation or an Affiliate at any time and for any reason to
terminate the Participant's employment or such Participant's
status as an officer of the Corporation or an Affiliate. In
no event shall the Plan by its terms or implications con-
stitute an employment contract of any nature whatsoever
between the Corporation or an Affiliate and a Participant.
1.076. Successors
The Plan shall be binding upon the Corporation and its
successors and assigns; subject to the powers set forth in
Article VI, and upon a Participant and his Surviving Spouse
and either of their assigns, heirs, executors and
administrators.
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1.077. Construction
Headings are given for ease of reference and must be
disregarded in interpreting the Plan. Masculine pronouns
wherever used shall include feminine pronouns and the use of
the singular shall include the plural.
1.078. Governing Law
This Plan shall be governed by the laws of the
Commonwealth of Virginia (other than its choice-of-laws
provisions) except to the extent that the laws of the
Commonwealth of Virginia are preempted by the laws of the
United States.
As evidence of its adoption of the Plan, DIMON
Incorporated has caused this instrument to be signed by its
duly authorized officer this 14th day of July, 1997.
DIMON INCORPORATED
By /s/ John O. Hunnicutt
Title: VP of Administration/Secretary
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