EXHIBIT 10.7
SUN COMPANY, INC.
SAVINGS RESTORATION PLAN
As Amended and Restated
After the
Sun Company, Inc. Savings Restoration Plan II
Merged into the Plan
Effective
December 21, 1995
SUN COMPANY, INC.
SAVINGS RESTORATION PLAN
I. STRUCTURE OF THE PLAN
The Sun Company, Inc. Savings Restoration Plan ("Plan") is established for
the purpose of providing for certain employees benefits which otherwise
would be lost by reason of the restrictive provisions of Section 401(a)(17)
and Section 415 of the Internal Revenue Code of 1986, as amended (the
"Code") applicable to the Sun Company, Inc. Capital Accumulation Plan
("SunCAP"). This Plan is the result of the merger of the Sun Company, Inc.
Savings Restoration Plan II ("Plan II") into the Plan, effective December
21, 1995. The provisions of the Plan and Plan II prior to the effective
date of the merger will remain effective with regard to those
contributions.
This plan is an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees within the meaning of Sections 3(36), 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of
1974.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator (as this term is defined in SunCAP), or its
delegate, ("Plan Administrator") shall administer the Plan. The Plan
Administrator shall have full authority to determine all questions arising
in connection with the Plan. The Plan Administrator will also interpret the
Plan, adopt procedural rules, and may employ and rely on such legal
counsel, such actuaries, such accountants and such agents as it may deem
advisable to assist in the administration of the Plan. Decisions of the
Plan Administrator shall be conclusive and binding on all persons.
III. PARTICIPATION IN THE PLAN
The Plan Administrator shall select the employees eligible to participate
in the Plan for the next succeeding calendar year from among the
participants in SunCAP whose employing corporation participates in SunCAP
and adopts this Plan (hereinafter referred to as a "participating employer"
which term also includes Sun Company, Inc. (the "Company")). The
participants in SunCAP selected for participation in this Plan shall be
those SunCAP participants that the Plan Administrator reasonably believes
will have compensation in excess of the limitations on compensation imposed
under the terms of SunCAP by reason of Sections 401(a)(17) of the Code
(the "Compensation Cap") and/or will exceed the limitations on
contributions imposed under the terms of SunCAP by reason of Section 415 of
the Code ("Annual Additions Limit") during the succeeding calendar year.
IV. BENEFITS PROVIDED UNDER THE PLAN
1. PARTICIPANT CONTRIBUTIONS
A. COMPENSATION CAP LIMITATION. If a participant's Basic
Contributions (as this term is defined in SunCAP) to SunCAP may
be limited due to the imposition of the Compensation Cap, the
participant may elect, before the beginning of the calendar year
during which the participant is subject to the Compensation Cap,
to contribute on a pretax basis to the participating employer by
which the participant is employed, any remaining percentage of
such Basic Contributions which the participant was otherwise
prevented from making.
B. ANNUAL ADDITIONS LIMITATION. If a participant's Basic
Contributions to SunCAP may be limited due to the imposition of
the Annual Additions Limit, the participant may elect, before the
beginning of the calendar year during which the Annual Addition
Limit is reached, to contribute on a pretax basis to the
participating employer by which the participant is employed, any
remaining percentage of such Basic Contributions which the
participant was otherwise prevented from making.
C. METHOD OF MAKING PARTICIPANT CONTRIBUTIONS. Participant
contributions, as determined above, will be withheld from the
compensation payable to the participant for services rendered to
the participating employer after the date of the election and
credited to a book account maintained for the participant by or
on behalf of the participating employer as of the date such
contributions would have been made to SunCAP. In determining the
percentage of a participant's compensation to be contributed on a
pretax basis under this Plan, no change in a participant's Basic
Contributions during a calendar year for purposes of SunCAP shall
be effective with respect to this Plan until the calendar year
following the calendar year in
which the change is made. Notwithstanding the foregoing, an
election made by a participant under this Plan will be void if
made after the beginning of the calendar year to which the
election relates or the participant reduces his Basic
Contributions during the calendar year to which the election
relates.
2. PARTICIPATING EMPLOYER CONTRIBUTION
A participant's participating employer shall maintain, or cause to be
maintained, a book account for such participant to which the
participating employer shall credit an amount equal to the Matching
Employer Contributions (as this term is defined in SunCAP) that the
participating employer would have made on the participant's behalf to
SunCAP had the participant's Basic Contributions continued to be made
to SunCAP, instead of to the participating employer under this Plan.
3. NONFORFEITABILITY OF AND EARNINGS ON BOOK ACCOUNTS
A. NONFORFEITABILITY. All amounts credited to book accounts on
behalf of participants shall be nonforfeitable.
B. EARNINGS. Participant and participating employer contributions
will be credited to book accounts as of the date such
contributions would have been made to SunCAP. All amounts
credited to book accounts shall be deemed to have been invested
in Fund C established under SunCAP and such book accounts shall
be revalued monthly as if they had been invested in Fund C,
except as provided in the following sentence. Effective January
1, 1996, all amounts credited to book accounts shall be deemed to
have been invested in any of the Funds established under SunCAP,
and may be transferred among the Funds, in accordance with the
elections made by the participant under this Plan, pursuant to
procedures and limitations in effect under SunCAP.
V. DISTRIBUTIONS
1. LUMP-SUM DISTRIBUTION
Each participating employer shall distribute to each participant in
the Plan employed by it for whom it maintains book accounts or his
beneficiary under SunCAP an amount in cash equal to 100% of the value
of his book account(s) attributable to all participant contributions
and employer contributions made for calendar years prior to 1996 (and
investment earnings on such contributions), and attributable to all
participant contributions and employer contributions for calendar
years after 1995 (and investment earnings on such contributions) for
which an election has not been made pursuant to Section 2 of this
Article V, upon the termination of employment of such participant
under circumstances entitling him or his beneficiary to a distribution
of the participant's interest in SunCAP whether or not a distribution
is made at that time for SunCAP.
2. TEN-YEAR CERTAIN OPTION
Each participant may irrevocably elect, prior to the beginning of any
calendar year after 1995, with respect to participant contributions
and employer contributions (and investment earnings on such
contributions) for such year, to waive the right to receive a lump-sum
distribution of such contributions (and investment earnings on such
contributions) (the "Ten-Year Certain Amounts") at termination of
employment as provided in Section 1 of this Article V, and to receive
a distribution of all Ten-Year Certain Amounts as determined under
this Section 2. The Ten-Year Certain Amounts shall be distributed
commencing no later than two months after the time lump-sum amounts
are distributable pursuant to Section 1 of this Article V, in ten
annual distributions, with the amount of each annual distribution
equal to the value of the account balance two months prior to the
distribution date divided by the number of annual distributions
remaining as of the date the participant's account is valued for the
annual distribution. The tenth annual distribution shall include 100%
of the value of the participant's book account(s). Undistributed Ten-
Year Certain Amounts shall remain credited to the participant's book
account(s) and shall be deemed to be invested in accordance with the
provisions of Section 3 of
Article IV. In the event of the death of the participant prior to
distribution of all Ten-Year Certain Amounts, any undistributed Ten-
Year Certain Amounts shall be paid to the participant's beneficiary
under SunCAP as soon as is administratively feasible.
VI. GENERAL PROVISIONS
1. RIGHT TO TERMINATE
This Plan may be terminated at any time by the Company. The Company or
any participating employer may terminate this Plan with respect to its
employees participating in SunCAP. If a participating employer shall
terminate SunCAP with respect to its employees the amounts to their
credit in their book accounts established under this Plan shall be
distributed to such participants in a single sum in accordance with
the provisions of SunCAP applicable in the event of termination of
SunCAP or the complete discontinuance of contribution thereto.
2. RIGHT TO AMEND
This Plan may be amended at any time by the Board of Directors of the
Company, except that no such amendment shall reduce for any
participant the amount then credited to his book account established
under this Plan.
3. NONALIENATION OF BENEFITS
No right to payment or any other interest under this Plan shall be
assignable or subject to attachment, execution, or levy of any kind.
4. EMPLOYMENT RELATIONSHIPS
Nothing in this Plan shall be construed as giving any employee the
right to be retained in the employ of any participating employer. Each
participating employer in the Plan expressly reserves the right to
dismiss any employee at any time without regard to the effect which
such dismissal might have upon him under the Plan.
5. PLAN NOT FUNDED
Benefits payable under this Plan shall not be funded and shall be made
out of the general funds of the participating employers.
6. CONSTRUCTION
This Plan shall be construed, administered and enforced according to
the laws of the state of Pennsylvania.
VII. EFFECTIVE DATE
This merger of Plan II into the Plan shall be effective December 21, 1995.