SPS TECHNOLOGIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE DATE JANUARY 1, 1998
SPS TECHNOLOGIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
EFFECTIVE DATE JANUARY 1, 1998
PAGE
ARTICLE I - PURPOSE.................................. 1
ARTICLE II - DEFINITIONS
2.1 "Account".................................... 2
2.2 "Annual Deferral Amount"..................... 2
2.3 "Beneficiary"................................ 2
2.4 "Board"...................................... 2
2.5 "Change of Control"........................... 2
2.6 "Committee".................................. 4
2.7 "Company".................................... 4
2.8 "Compensation"............................... 4
2.9 "Deferral Periods"........................... 4
2.10 "Determination Date"......................... 5
2.11 "Employee"................................... 5
2.12 "Employer"................................... 5
2.13 "Exchange Act"............................... 5
2.14 "Interest"................................... 5
2.15 "Participant"................................ 5
2.16 "Participation Agreement".................... 5
2.17 "Participating Subsidiary"................... 5
2.18 "Plan"....................................... 5
2.19 "Plan Benefit"............................... 5
2.20 "Plan Year".................................. 5
2.21 "Severance of Employment".................... 5
2.22 "SPS"........................................ 5
2.23 "Unforeseeable Emergency".................... 5
ARTICLE III - PARTICIPATION AND DEFERRAL COMMITMENTS
3.1 Eligibility and Participation.............. 7
3.2 Form of Deferral; Maximum Deferral.......... 7
3.3 Modification of Annual Deferral Amounts..... 7
ARTICLE IV - DEFERRED COMPENSATION ACCOUNTS
4.1 Deferral of Compensation..................... 8
4.2 Determination of Accounts.................... 8
4.3 Statement of Accounts........................ 8
ARTICLE V - PLAN BENEFITS
5.1 Form of Benefit Payment...................... 9
5.2 Death Benefit................................ 9
5.3 Pre-2008 Withdrawals..................... 9
5.4 Withholding; Payroll Taxes................... 10
5.5 Commencement of Payments..................... 10
5.6 Full Payment of Benefits..................... 10
5.7 Payment to Guardian.......................... 10
5.8 Responsibilities for Payment................. 10
5.9 Acceleration of Plan Benefits................. 11
ARTICLE VI - BENEFICIARY DESIGNATION
6.1 Beneficiary Designation...................... 12
6.2 Amendments................................... 12
6.3 No Beneficiary Designation................... 12
6.4 Death of Beneficiary......................... 12
ARTICLE VII - ADMINISTRATION
7.1 Designation of Committee..................... 13
7.2 Duties of Committee.......................... 13
7.3 Agents....................................... 13
7.4 Binding Effect of Decisions.................. 13
7.5 Indemnity of Committee....................... 13
ARTICLE VIII - CLAIMS PROCEDURE
8.1 Claim........................................ 14
8.2 Denial of Claim.............................. 14
8.3 Review of Claim.............................. 14
8.4 Final Decision............................... 14
8.5 Enforcement; No Set-off...................... 14
ARTICLE IX - AMENDMENT AND TERMINATION
9.1 Amendment................................... 16
9.2 Right to Terminate.......................... 16
9.3 Change of Control........................... 16
ARTICLE X - MISCELLANEOUS
10.1 No Funding.................................. 17
10.2 Insurance................................... 17
10.3 Conflicting Provisions...................... 17
10.4 Nonassignability............................ 17
10.5 Not a Contract of Employment................ 18
10.6 Protective Provisions....................... 18
10.7 Terms....................................... 18
10.8 Captions.................................... 18
10.9 Governing Law............................... 18
10.10 Validity.................................... 18
10.11 Notice...................................... 18
10.12 Successors.................................. 18
SPS TECHNOLOGIES, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE I
PURPOSE
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The purpose of this Executive Deferred Compensation Plan is to provide current
tax planning opportunities as well as supplemental funds upon retirement or
death for key management employees (and their beneficiaries) of SPS
Technologies, Inc. and certain of its subsidiaries which elect to participate in
the Plan. It is intended that the Plan will aid in attracting and retaining
employees of exceptional ability by providing such individuals with these
benefits.
ARTICLE II
DEFINITIONS
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For the purposes of this Plan, the following words and phrases shall have the
meanings indicated, unless the context clearly indicates otherwise.
2.1 "Account" means the recordkeeping account maintained by the Employer
pursuant to Article IV which represents the aggregate Annual Deferral Amounts
and Interest credited thereon with respect to a Participant.
2.2 "Annual Deferral Amount" means, with respect to any Participant, the total
dollar amount to be deferred by a Participant during any one of the Deferral
Periods pursuant to the Participant's Participation Agreement.
2.3 "Beneficiary" means the person, persons or entity designated by the
Participant, or as provided in Article VI, to receive any Plan Benefit payable
after a Participant's death.
2.4 "Board" means the Board of Directors of SPS.
2.5 A "Change of Control" shall be deemed to have taken place if (i) any Person
(except the Company, any Subsidiary of the Company, any employee benefit plan of
the Company or of any Subsidiary of the Company, any person or entity organized,
appointed or established by the Company for or pursuant to the terms of any such
employee benefit plan, or an Exempted Person), together with all Affiliates and
Associates of such Person, shall become the Beneficial Owner in the aggregate of
twenty percent (20%) or more of the Common Stock of the Company then
outstanding, (ii) an Exempted Person, together with all Affiliates and
Associates of such Person, shall become the Beneficial Owner in the aggregate of
thirty percent (30%) or more of the Common Stock of the Company, or (iii) during
any thirty-six (36) month period, (A) individuals who were directors at the
beginning such period (the "Initial Directors") cease for any reason to
constitute a majority of the Board, unless (B) the Initial Directors, plus other
directors who became directors subsequent to the beginning of the thirty-six
(36) month period and whose election and nominations for election by the
Company's shareholders was on each such occasion during the thirty-six (36)
month period approved by a vote of at least two-thirds (2/3) of the Initial
Directors then in office, constitute a majority of the Board. If a Person as
described in either of subsections (i) or aggregating the amounts described in
either of subsections (i) or (ii) above, as soon as practicable divests (without
exercising or retaining any power, including voting, with respect to such
shares) a sufficient amount of such shares so as to hold less than the amounts
described therein, after notice by the Company that such Person or Exempted
Person, as appropriate, will be deemed by the Company to have caused a Change of
Control unless such divestiture is made, then, despite the provisions of
subsections (i) and (ii) as applicable, a Change of Control shall not be deemed
to have taken place.
For the purposes of this Section 2.5:
(a) "Affiliate" and "Associate" shall have the respective meanings ascribed
to such terms in Rule l2b-2 of the General Rules and Regulations under the
Exchange Act.
(b) A Person shall be deemed the "Beneficial Owner" of any securities:
(i) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether such right
is exercisable immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding (whether or not in writing) or upon the
exercise of warrants, options, conversion rights, exchange rights or otherwise;
provided, however, that a Person shall not be deemed the "Beneficial Owners" of
securities tendered pursuant to a tender or exchange offer made by such Person
or any of such Person's Affiliates or Associates until such tendered securities
are accepted for payment, purchase or exchange;
(ii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule l3d-3 of the General
Rules and Regulations under the Exchange Act), including without limitation
pursuant to any agreement, arrangement provided, however , that a Person shall
not be deemed the "Beneficial Owner" of any security under this subsection (ii)
as a result of an oral or written agreement, arrangement or understanding to
vote such security if such agreement, arrangement or understanding (A) arises
solely from a revocable proxy given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable provisions
of the General Rules and Regulations under the Exchange Act and (b) is not then
reportable by such Person on Schedule 13D under the Exchange Act (or any
comparable or successor report); or
(iii) that are beneficially owned, directly or indirectly, by any
other Person (or any Affiliate or Associate thereof) with which such Person (or
any of such Person's Affiliates or Associates) has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring, holding,
voting (except pursuant to a revocable proxy as described in the proviso to
subsection (ii) above) or disposing of any voting securities of the Company;
provided, however, that nothing in this Subsection (b) shall cause a Person
engaged in business as an underwriter of securities to be the "Beneficial Owner"
of any securities acquired through such Person's participation in good faith in
a firm commitment underwriting until the expiration of forty (40) days after the
date of such acquisition.
(c) "Exempted Person" shall mean the group known as GAMCO Investors/Gabelli
Funds, Inc. as identified in the most recent Schedule 13D filed by such group
prior to the date hereof, unless and until such group or any Person in such
group, together with all affiliates and Associates of such group of any Person
in such group, becomes the Beneficial Owner of thirty percent (30%) or more of
the Common Shares of the Company then outstanding. The purchaser,assignee or
transferee of Common Shares of the Company of an Exempted Person shall not be an
Exempted Person.
(d) "Person" shall mean any individual, firm, corporation,partnership, or
other entity.
(e) "Subsidiary" shall have the meaning ascribed to such term in Rule 12b-2
of the General Rules and Regulations under the Exchange Act.
2.6 "Committee" means the Executive Compensation and Stock Option
Committee of the Board.
2.7 "Company" shall mean SPS Technologies, Inc., a Pennsylvania
corporation.
2.8 "Compensation" means the base earnings of a Participant for
employment with an Employer, calculated according to the regular
monthly rates paid to the Participant. Compensation does not include
bonuses, expense reimbursements, or any form of non-cash remuneration
and benefits.
2.9 "Deferral Periods" means the five one (1) year periods commencing
subsequent to the December 31, 1997, as follows: January 1, 1998
through December 31, 1998, January 1, 1999 through December 31, 1999,
January 1, 2000 through December 31, 2000, January 1, 2001 through
December 31, 2001 and January 1, 2002 through December 31, 2002.
2.10 "Determination Date" means the last day of each calendar month.
2.11 "Employee" means a person who is employed by an Employer and
designated by the Committee in accordance with 3. 1 (a).
2.12 "Employer" means SPS or any Participating Subsidiary or any
successors to the businesses thereof. For the purposes of this Plan,
SPS and each Participating Subsidiary shall be considered separate
Employers and shall be treated as the Employer only with respect to its
own employees.
2.13 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.14 "Interest" means the interest rate as set forth in Schedule B
attached hereto (as it may be amended from time to time).
2.15 "Participant" means any individual whose name is set forth in
Schedule A attached hereto (as it may be amended from time to time).
2.16 "Participation Agreement" means the agreement filed by a
Participant with respect to his participation in the Plan for a
Deferral Period.
2.17 "Participating Subsidiary" means an affiliated or subsidiary
corporation of SPS which elects to participate in the Plan and which
has been approved for participation in the Plan by the Board.
2.18 "Plan" means the SPS Technologies, Inc. Executive Deferred
Compensation Plan, effective January 1, 1998.
2.19 "Plan Benefit" means the Participant's Account balance distributed
in accordance with Article V.
2.20 "Plan Year" means the calendar year, and the first Plan Year shall
begin January 1, 1998.
2.21 "Severance of Employment" means the termination of the employment
relationship (voluntarily or involuntarily) between an Employee and the
Employer and all subsidiaries.
2.22 "SPS" means SPS Technologies, Inc.
2.23 "Unforeseeable Emergency" means a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident
of the Participant or a dependent of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond
the control of the Participant. The circumstances that will constitute
an "Unforeseeable Emergency" will depend on the facts of each case,
but, in any case, payment may not be made in the event that such
hardship would or may be relieved: (1) through reimbursement or
compensation or by insurance or otherwise, (2) by liquidation of the
Participant's assets, to the extent that liquidation of the
Participant's assets would not itself cause severe financial hardship,
or (3) by cessation of Annual Deferral Amounts under the Plan.
ARTICLE III
PARTICIPATION AND DEFERRAL COMMITMENTS
3.1 Eligibility and Participation
(a) Eligibility. Eligibility to participate in the Plan is limited to those
Employees set forth in Schedule A. The Committee has the authority to designate
which Employees will be listed in Schedule A.
(b) Participation. An eligible individual may annually elect to participate
in the Plan by filing with the Committee a Participation Agreement no later than
the day before the commencement of one of the Deferral Periods, or upon becoming
an eligible employee. (Such Participation Agreement shall be effective only with
regard to Compensation earned in the Deferral Period for which it has been filed
and only with respect to Compensation earned after the Participation Agreement
has been filed with the Committee.)
3.2 Form of Deferral, Maximum Deferral. A Participant who wishes to defer
Compensation must elect to defer a percentage of his Compensation, which
percentage shall not exceed twenty percent (20%) of the Compensation earned in
the Deferral Period; provided, however, that in the event that the total Annual
Deferral Amounts by all Participants for a given Deferral Period would exceed
$500,000, the Annual Deferral Amounts of all Participants shall be reduced
pro-rata until the total Annual Deferral Amounts for all Participants for such
Deferral Period equals $500,000. Deferrals shall be withheld from the Employee's
Compensation in equal monthly installments during the Deferral Period.
3.3 Modification of Annual Deferral Amounts. The Annual Deferral Amounts shall
be irrevocable except that the Committee, in its sole discretion may permit a
Participant to reduce the amount to be deferred, or waive the remainder of the
deferrals for the Deferral Period, if the Committee determines that the
Participant has suffered an Unforeseeable Emergency.
ARTICLE IV
DEFERRED COMPENSATION ACCOUNTS
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4.1 Deferral of Compensation. The amount of Compensation that a Participant
elects to defer shall be withheld and credited to the Participant's Account as
the non-deferred portion of Compensation becomes payable. Any withholding of
taxes or other amounts with respect to deferred Compensation which is required
by state, federal or local law shall be withheld from the Participant's
non-deferred Compensation.
4.2 Determination of Accounts. Each Participant's Account as of each
Determination Date shall consist of the balance of the Participant's Account as
of the immediately preceding Determination Date, reduced by any intervening
distributions therefrom and increased by any additional portion of the deferrals
credited thereto and Interest earned thereon since the immediately preceding
Determination Date. Interest earned shall be calculated as of each Determination
Date based upon the balance of the Account at the preceding Determination Date,
using the monthly equivalent of the appropriate effective annual interest rate.
4.3 Statement of Accounts. The Committee shall submit to each Participant,
within sixty (60) days after the close of each Plan Year, a statement setting
forth the balance as of the end of the Plan Year to the credit of each Account
maintained for the Participant. The Committee may at such time(s) as it
determines, provide to such Participant(s) as it selects a statement setting
forth the balance as of any date to the credit of such Account maintained for
the Participant(s).
ARTICLE V
PLAN BENEFITS
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5.1 Form of Benefit Payment . Except as otherwise provided under the Plan, the
Plan Benefit shall be paid in equal monthly installments of the applicable
Account amortized over a period of one hundred and twenty (120) months. The
installments paid during the first Plan Year that the Plan Benefit is payable
shall be amortized as of the date the first installment is paid over the
installment period on the basis of the Interest that would have been earned on
an Account for such Plan Year. The installments paid during each subsequent Plan
Year of the period of the Plan Benefit is payable shall be amortized as of the
first day of such Plan Year over the then remaining installment period on the
basis of the Interest that would have been earned on an Account for each such
subsequent Plan Year. The applicable Account of the Participant shall continue
to be credited with Interest during the period Plan Benefits are payable.
5.2 Death Benefit. Upon the death of a Participant (whether before or after
Severance of Employment), the Participant's Beneficiary shall be entitled to the
remaining unpaid balance of the Participant's Account in the same form as the
Participant was entitled to receive under Section 5.1, except that the
Committee, in its absolute discretion, may pay the amount due in a single sum,
but only if requested by the deceased Participant's personal representative or,
if there is no personal representative appointed, by the deceased Participant's
eneficiary.
5.3 Pre-2008 Withdrawals.
(a) Hardship Distributions. Upon finding that a Participant has
suffered an Unforeseeable Emergency, the Committee may, in its sole discretion,
allow distributions from the Participant's Account prior to the time otherwise
specified for payment of Plan Benefits. The amount of such distribution shall be
limited to the amount reasonably necessary to meet the Participant's
requirements during the financial hardship and shall not exceed the Account
balance at the time of the distribution or, for a Participant with a Disability
at the time of distribution, the Account balance.
(b) Other Financial Hardship. Upon finding that a Participant has an
immediate and heavy financial need, such as the purchase of a Participant's
principal residence or tuition expenses and related educational fees for the
next twelve months of post-secondary education for the Participant, his spouse,
children or dependents, or such immediate and heavy financial need as may be
determined by the Committee on the basis of the relevant facts and
circumstances, the Committee may, in its sole discretion, allow distributions
from the Participant's Account prior to the time otherwise specified for payment
of Plan Benefits. The amount of such distribution shall be limited to the amount
reasonably necessary to meet the Participant's requirements during the financial
need and shall not exceed the Account balance at the time of the distribution.
Such withdrawals shall be subject to a ten percent (1O%) penalty (forfeiture) on
the amount distributed. In the event that the benefits payable under this Plan
become secured by a trust, any penalty (forfeiture) on a distribution under this
Section shall be allocated on a pro rata basis to the Accounts of the other
Participants.
5.4 Withholding; Payroll Taxes. The Employer shall withhold from distributions
made hereunder any taxes required to be withheld from a Participant's wages for
the federal or any state or local government.
5.5 Commencement of Payments. Payment of a Plan Benefit shall commence to a
Participant or his Beneficiary on January 1, 2008, notwithstanding the
provisions of Section 5.2 and Section 5.3 of this Plan. All payments shall be
made as of the first day of the month.
5.6 Full Payment of Benefits. Notwithstanding any other provision of this Plan,
all benefits not paid by the time the Participant attains or would have attained
age seventy-five (75) shall be paid in a single sum at that time.
5.7 Payment to Guardian. If a Plan Benefit is payable to a minor or a person
declared incompetent or to a person incapable of handling the disposition of
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor or
incompetent person. The Committee may require proof of incompetency, minority,
incapacity or guardianship as it may deem appropriate prior to distribution of
the Plan Benefit. Such distribution shall completely discharge the Committee and
the Employer from all liability with respect to such Plan Benefit.
5.8 Responsibilities for Payment. The Plan Benefit shall be paid by the
Employer(s) employing the Participant during one of the respective Deferral
Periods on account of which such Plan Benefit is payable. Plan Benefits payable
by Participating Subsidiary or from Participating Subsidiary shall be guaranteed
by SPS. No other Employer or employee, officer, director or agent of any
Employer shall have any liability for payments hereunder.
5.9 Acceleration of Plan Benefits. In the event that benefits payable under this
Plan are secured pursuant to the terms of a trust, then, if after a Change of
Control (as such term may be defined in the trust instrument) the trust is
terminated, the benefits so secured shall become immediately payable under this
Plan in a lump sum and shall be the Participants Account balance plus Interest
accrued to the date of the payment.
ARTICLE VI
BENEFICIARY DESIGNATION
-----------------------
6.1 Beneficiary Designation. Each Participant shall have the right, at any time,
to designate any person or persons as his or her Beneficiary or Beneficiaries
(both primary and secondary) to whom the Plan Benefit shall be paid in the event
of his or her death prior to complete distribution to the Participant of the
Plan Benefit due him or her. Each beneficiary designation shall be in a written
form prescribed by the Committee and will be effective only when filed with the
Committee during the Participant's lifetime.
6.2 Amendments. Any Beneficiary designation form may be changed by a Participant
without the consent of any designated Beneficiary or other person by the filing
of a new beneficiary designation form with the Committee. The filing of a new
beneficiary designation form will cancel all beneficiary designation forms
previously filed.
6.3 No Beneficiary Designation. If any Participant fails to designate a
Beneficiary in the manner provided above or if the Beneficiary designated by a
deceased Participant predeceases the Participant, the Committee shall direct
such Participant's Plan Benefit (or the balance thereof) to be distributed as
follows:
(a) to the Participant's surviving spouse, if any; or
(b) if the Participant shall have no surviving spouse, then to
the Participant's estate.
6.4 Death of Beneficiary. If the Beneficiary designated by a deceased
Participant dies before receiving complete distribution of the Plan Benefit and
no other effective beneficiary designation is in effect, the Committee shall
direct that the balance of such Plan Benefit be distributed to such beneficiary
as the Beneficiary shall designate, or if no such designation is in effect, then
to the Beneficiary's estate.
ARTICLE VII
ADMINISTRATION
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7.1 Designation of Committee. This Plan shall be administered by the Committee.
Members of the Committee may be Participants under this Plan, but shall not
participate in any decision of the Committee made with respect to such
Participant's receipt of benefits hereunder.
7.2 Duties of Committee. The Committee shall be responsible for interpretation
of Plan provisions and approval of benefit payments to the extent such
responsibility has not been allocated under the Plan to another entity, and
subject to and in accordance with provisions hereof shall determine all
questions arising under the Plan. The Committee may also make such rules and
regulations and prescribe such forms and procedures for the conduct of its
meetings and administrative duties as it deems appropriate. The Committee shall
endeavor to act by general rules so as not to discriminate in favor of any
person.
7.3 Agents. The Committee shall appoint an individual to be the Committee's
agent with respect to the day-to-day administration of the Plan. In addition,
the Committee may, from time to time, employ other agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult
with counsel who may be counsel to the Employer.
7.4 Binding Effect of Decisions. The decision or action of the Committee in
respect of any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons
having any interest in the Plan, except to the extent that a court of competent
jurisdiction shall decide to the contrary.
7.5 Indemnity of Committee. SPS shall indemnify and hold harmless the members of
the Committee against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this Plan, except in
the case of willful misconduct.
ARTICLE VIII
CLAIMS PROCEDURE
----------------
8.1 Claim. Any person claiming a Plan Benefit, requesting an interpretation or
ruling under the Plan, or requesting information under the Plan shall present
the request in writing to the Committee which shall respond in writing as soon
as practicable.
8.2 Denial of Claim. If the claim or request is denied, the written notice of
denial shall state:
(a) the reason(s) for denial, with specific referent to the Plan
provision(s) on which the denial is based;
(b) a description of any additional material or information required
and an explanation of why it is necessary; and
(c) an explanation of the Plan's claim review procedure.
8.3 Review of Claim. Any person whose claim or request is denied or who has not
received a response within thirty (30) days of the filing of such claim or
request may request review by notice given in writing to the Committee within
sixty (60) days. The claim or request shall be reviewed by the Committee which
may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.
8.4 Final Decision. The decision on review shall normally be made within thirty
(30) days of the filing of such request, except that if special circumstances
exist, the claimant shall be notified and the decision shall be made within
sixty (60) days. The decision shall be in writing and shall state the reason(s)
therefor and shall reference the relevant Plan provision(s).
8.5 Enforcement; No Set-off
(a) In the event that SPS shall fail or refuse to make payments of any
amounts due the Participant under the Plan, SPS shall pay to the Participant, in
addition to the payment of any other sum provided in the Plan, interest,
compounded daily, on any amount remaining unpaid from the date payment is
required until paid to the Participant, at the rate from time to time announced
by CoreStates Bank, N.A. (or its successor) as its "prime rate" plus four
percent (4%), each change in such rate to take effect on the effective date of
the change in such prime rate.
(b) It is the intent of the parties that the Participant not be
required to incur any expenses associated with the enforcement of his rights
under the Plan by arbitration, litigation or other legal action because the cost
and expense thereof would substantially detract from the benefits intended to be
extended to the Participant under the Plan. Accordingly, SPS shall pay the
Participant on demand the amount necessary to reimburse the Participant in full
for all expenses (including all attorneys' fees and legal expenses) incurred by
the Participant in enforcing any of the obligations of SPS under this Plan.
(c) SPS's obligation to make payments provided for in this Plan
and otherwise to perform its obligations hereunder shall not be affected by any
circumstances, including, without limitation, any set off, counterclaim,
recoupment, defense or other right which SPS may have against the Participant or
others.
ARTICLE IX
AMENDMENT AND TERMINATION OF PLAN
---------------------------------
9.1 Amendment. Except as provided in Section 9.3, the Board may at any time
amend the Plan in whole or in part, provided, however, that no amendment shall
be effective to decrease or restrict any Account maintained pursuant to any
existing Participation Agreement(s) under the Plan.
9.2 Right to Terminate. The Board may at any time terminate the Plan as to any
or all Employers if, in its judgment, the tax, accounting, or other effects of
the continuance of the Plan, or potential payments thereunder would not be in
the best interests of any or all Employers. In such event, the Employers (or any
Employer as to whom the Plan has been terminated) shall have no further
liability or obligation under the Plan or the Participant's Participation
Agreement, provided that the Participant is paid in full the amount of the
Participant's Account in a single sum as of the date of termination of the Plan,
or in equal installments over a period of not more than five (5) years, as the
Board may determine.
9.3 Change of Control. Upon a Change of Control the Board shall be precluded
from amending the Plan and, for a period of three (3) years, commencing on the
effective date of the Change of Control, from terminating the Plan.
ARTICLE X
MISCELLANEOUS
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10.1 No Funding. The Employer's obligation under the Plan shall be merely that
of an unfunded and unsecured promise of the Employer to pay money in the future,
and Participants and their Beneficiaries, heirs, successors and assigns shall
have no further legal or equitable rights, interest or claims in any property or
assets of the Employer. Notwithstanding any provision in this Section 10.1 to
the contrary, the Employer shall have right, but not the obligation, to secure
this Plan through a trust; provided, however, that upon a Change of Control, the
Employer shall be obligated to secure the value of Participant's Accounts,
determined as of the most recent Determination Date, by contributing cash or
property equal to such value to the SPS Technologies, Inc., Benefits Protection
Trust.
10.2 Insurance. The Employer shall have the right, but not the obligation, to
purchase one or more policies of life insurance upon the life of a Participant.
In the event such policies are purchased, they shall be owned by the Employer
and no Participant, their Beneficiaries, heirs, successors and assigns shall
have any right or interest therein. Each Participant shall, however, cooperate
in the application for, and in the maintenance of, such insurance in any
reasonable way in which requested to do so by the Employer.
10.3 Conflicting Provisions. To the extent that any provision of this Plan
conflicts with any provision of the Executive Severance Agreement or the Senior
Executive Severance Plan, the provision of the Executive Severance Agreement or
the Senior Executive Severance Plan, as the case may be, shall prevail, and this
Plan shall be deemed to have been amended to the extent thus required.
10.4 Nonassignability. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or
otherwise encumber, transfer, hypothecate, or convey in advance of actual
receipt of the amounts, if any, payable hereunder, or any part thereof, which
are, and all rights to which are, expressly declared to be unassignable and
nontransferable. No part of the amounts payable shall, prior to actual payment,
be subject to seizure or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person, nor
be transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
10.5 Not a Contract of Employment. The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between the Employer and
the Participant and the Participant (or his Beneficiary) shall have no rights
against the Employer except as may otherwise be specifically provided herein.
Moreover, nothing in this Plan shall be deemed to give a Participant the right
to be retained in the service of the Employer or to interfere with the right of
the Employer to discipline or discharge him or her at any time.
10.6 Protective Provisions. A Participant will cooperate with the Employer by
furnishing any and all information requested by the Employer in order to
facilitate the payment of benefits hereunder, by taking such physical
examinations as the Employer may deem necessary and taking such other action as
may be requested by the Employer.
10.7 Terms. Wherever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.
10.8 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning or
construction of any of its provisions.
10.9 Governing Law. The provision of this Plan shall be construed and
interpreted according to the laws of the Commonwealth of Pennsylvania, except to
the extent preempted by the Employee Retirement Income Security Act (ERISA) of
1974 as amended.
1O.1O Validity. In case any provision of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal and invalid provision had never been inserted herein.
10.11 Notice. Any notice or filing required or permitted to be given to the
Committee under the Plan shall be sufficient if in writing and hand delivered,
or sent by registered or certified mail, at the principal address of SPS. Such
notice shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.
10.12 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Employer and its successors and assigns. The term successors as
used herein shall include any corporate or other business entity which shall,
whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and successors of
any such corporation or other business entity.
Pursuant to resolution of the Board, this instrument is to be effective as of
January 1, 1998.