Exhibit 10.1
UNION CAMP CORPORATION
SUPPLEMENTAL RETIREMENT INCOME PLAN
FOR EXECUTIVE OFFICERS
(EFFECTIVE FEBRUARY 23, 1993
AMENDED NOVEMBER 30, 1993,
APRIL 26, 1994
JUNE 24, 1996
AND OCTOBER 28, 1996)
PREAMBLE
The principal purpose of the Union Camp Corporation Supplemental Retirement
Income Plan for Executive Officers (the "Plan") is to ensure the payment of a
competitive level of retirement income to present members of the policy
committee of Union Camp Corporation (the "Company") in order to attract, retain
and motivate such members and to provide supplemental retirement benefits to
executive officers of the Company, identified by the Personnel, Nominating and
Compensation Committee of the Board of Directors of the Company (the "Board"),
who are then members of the policy committee or who join or have joined the
Company in mid-career and are responsible for a significant segment of the
Company's business and who otherwise would receive retirement benefits from the
Company which would not reflect their experience prior to employment with the
Company or would not be appropriate for the position of responsibility which
they hold with the Company.
1. DEFINITIONS.
1.1 Benefit. Benefit is the benefit provided to an Executive pursuant to
Section 2 of the Plan.
1.2 Change in Control. A "Change in Control of the Company" shall be deemed
to have occurred if
(i) any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than the Company, any employee benefit plan sponsored by the
Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the
Company), is or becomes (other than pursuant to a transaction which is
deemed to be a "Non-Qualifying Transaction" under clause (iii) of this
Section) the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company
representing
-1-
50% or more of the combined voting power of the Company's then
outstanding securities eligible to vote for the election of the
Board (the "Company Voting Securities");
(ii) individuals who, on October 29, 1996, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to October 29, 1996, whose election or nomination for
election was approved by a vote of at least two-thirds of the
Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is
named as a nominee for director, without written objection to such
nomination) shall be an Incumbent Director; provided, however, that no
individual initially elected or nominated as a director of the Company
as a result of an actual or threatened election contest with respect
to directors (including without limitation in order to settle any such
contest) or any other actual or threatened solicitation of proxies by
or on behalf of any person other than the Board shall be an Incumbent
Director;
(iii) the consummation of a merger, consolidation, statutory share exchange
or similar form of corporate transaction involving the Company or any
of its subsidiaries that requires the approval of the Company's
stockholders, whether for such transaction or the issuance of
securities in the transaction (a "Business Combination"), unless
immediately following such Business Combination: (A) more than 50% of
the total voting power of (x) the corporation resulting from such
Business Combination (the "Surviving Corporation"), or (y) if
applicable, the ultimate parent corporation that directly or
indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the "Parent
Corporation"), is represented by Company Voting Securities that were
outstanding immediately prior to such Business Combination (or, if
applicable, shares into which such Company Voting Securities were
converted pursuant to such Business Combination), (B) no person (other
than any employee benefit plan sponsored or maintained by the
Surviving Corporation or the Parent Corporation) is or becomes the
beneficial owner, directly or indirectly, of 25% or more of the total
voting power of the outstanding voting securities eligible to elect
directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and (C) at least a majority of
the members of the board of directors of the Parent Corporation (or,
if there is no Parent Corporation, the Surviving Corporation)
following the consummation of the Business Combination were Incumbent
-2-
Directors at the time of the Board's approval of the execution of the
initial agreement providing for such Business Combination (any
Business Combination which satisfies all of the criteria specified in
(A), (B) and (C) above shall be deemed to be a "Non-Qualifying
Transaction"); or
(iv) the stockholders of the Company approve a plan of complete liquidation
or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets.
A Change in Control of the Company shall be deemed not to have occurred with
respect to the Executive if the Executive participates as an investor in the
acquiring entity (which shall include the Parent Corporation, when applicable)
in any such Change in Control transaction, unless such acquiring entity is a
publicly-traded corporation and the Executive's interest in such acquiring
entity immediately prior to the acquisition constitutes less than one percent
(1%) of both (1) the combined voting power of such entity's outstanding
securities and (2) the aggregate fair market value of such entity's outstanding
equity securities. For this purpose the Executive's interest in any equity
securities shall include any such interest of which the Executive is a
"beneficial owner" as defined in Rule 13d-3 under the Exchange Act.
Subject only to the provision in the immediately preceding paragraph, if the
Executive's employment terminates prior to a Change in Control of the Company
(including pursuant to an event which would constitute Good Reason), and the
Executive reasonably demonstrates that such termination of employment (or Good
Reason event leading to the Executive's termination) was at the request or
suggestion of a third party who had indicated an intention or taken steps
reasonably calculated to effect a Change in Control of the Company (a "Third
Party"), and a Change in Control of the Company involving such Third Party (or a
party competing with such Third Party to effectuate a Change in Control) does
occur, then for purposes of this Plan, the date immediately prior to the date of
the Executive's termination of employment shall be deemed to be the date of a
Change of Control of the Company. If a termination of the Executive's employment
occurs pursuant to the circumstances described in the immediately preceding
sentence, then for purposes of determining the timing of payments and benefits
to the Executive under Section 2, the date of the actual Change in Control of
the Company shall be treated as the Executive's date of termination of
employment under Section 2.
1.3 Code. The Internal Revenue Code of 1986, as amended from time to time.
-3-
1.4 Committee. The Committee is the Personnel, Nominating and Compensation
Committee of the Board or such other committee of the Board to which similar
responsibilities are delegated in the future.
1.5 Earnings. Earnings means the salary received by an Executive, plus the
amount of his annual target incentive, but excluding income attributable to
moving, group life insurance premiums, participation (except as provided below)
in any savings plan, restricted stock performance plan, stock options and
appreciation rights. Earnings shall exclude severance payments made pursuant to
the Company's Severance Policy for Key Employees or pursuant to a written
severance agreement between the Company and the Executive. In the case of an
Executive on overseas temporary assignment, Earnings shall include the
Executive's salary and annual target incentive but shall not include any
special, extra or supplemental payments of compensation pursuant to the
Company's Compensation and Relocation Guidelines for Overseas Assignments, other
than the overseas premium payable pursuant to such Guidelines, unless the
Retirement Board in its discretion provides otherwise pursuant to a
nondiscriminatory rule of uniform application. Earnings shall include amounts
which are contributed on behalf of an Executive to any plan by the Company
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Executive under Sections 125, 402(e)(3) or 402(h)(1)(B) of
the Code and any amounts deferred and not includible in the gross income of the
Executive pursuant to any nonqualified plan intended to supplement the Company's
401(k) savings plan. Notwithstanding the above, the amount of the Executive's
actual annual bonus shall be substituted for his annual target bonus for any
period prior to 1994 if doing so would result in the Executive's Earnings being
higher.
1.6 Executive. The term Executive means the following members of the
Company's policy committee: Messrs. Ballengee, Boekenheide, Cartledge,
McClelland, Munford, Reed, Soutendijk and Trice; and such officers as the
Committee may from time to time designate as covered by the Plan if each such
officer is (i) a member of the Company's policy committee and/or (ii) an
executive officer of the Company who is responsible for a significant segment of
the Company's business and who when first employed by the Company already had
prior business or professional experience which was valuable to the Company and
relevant to the position for which he was employed. This term shall also include
the Executive's spouse in the event Benefit payments, as described hereinafter,
to such spouse have commenced under the Plan.
1.7 Final Average Earnings. Final Average Earnings means the average
Earnings of an Executive during the 60 consecutive calendar months of highest
aggregate Earnings during either the Executive's final 120 calendar months of
Service or, if the Executive has vested in a Benefit hereunder and been employed
for less than 120 calendar months, such
-4-
lesser number of calendar months of Service immediately prior to his termination
of employment.
1.8 Good Reason. "Good Reason" shall mean without the Executive's express
written consent, the occurrence after a Change in Control of the Company (except
as provided in Section 1.2 with respect to certain events occurring prior to a
Change in Control) of any of the following circumstances:
(a) the assignment to the Executive of any duties inconsistent with the
position in the Company that he held immediately prior to a Change in
Control of the Company (other than in the nature of a promotion), or a
diminution in his duties, responsibilities, employment status or
authority as compared to the Executive's duties, responsibilities,
employment status or authority in effect immediately prior to such
Change in Control;
(b) a reduction by the Company in the Executive's annual base salary as in
effect on the date of a Change in Control except for across-the-board
salary reductions similarly affecting all management personnel of the
Company and all management personnel of any person in control of the
Company;
(c) the relocation of the Company's offices at which the Executive is
principally employed immediately prior to the date of a Change in
Control of the Company to a location more than twenty-five (25) miles
from such location, or the Company's requiring the Executive to be
based anywhere other than the Company's offices at such location
except for required travel on the Company's business to an extent
substantially similar to his business travel obligations immediately
prior to a Change in Control;
(d) the failure by the Company to pay the Executive any portion of his
current compensation or to pay to him any portion of an installment of
deferred compensation under any deferred compensation program of the
Company within seven (7) days of the date such compensation is due;
(e) the failure by the Company to continue to provide substantially the
same compensation plans in which the Executive participated
immediately prior to a Change in Control of the Company, including
without limitation, a savings and investment plan, a stock option and
stock award plan, a restricted stock performance plan, and an annual
incentive compensation plan, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with
respect to each such plan, or the failure by the Company to continue
the Executive's
-5-
participation therein (or in any such substitute or alternative plan)
on a basis not materially less favorable, both in terms of the amount
of benefits provided and the level of his participation relative to
other participants, than that which existed at the time of a Change in
Control of the Company;
(f) the failure by the Company to continue to provide the Executive with
benefits and coverage substantially similar to those provided to him
under any of the Company's pension, life insurance, medical, accident,
or disability plans in which he was participating at the time of a
Change in Control of the Company, the taking of any action by the
Company which would directly or indirectly materially reduce any of
such benefits, or the failure by the Company to provide the Executive
with the number of paid vacation days to which he is entitled on the
basis of years of service with the Company in accordance with the
Company's vacation policy for salaried employees in effect at the time
of a Change in Control of the Company; or
(g) The failure of any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to
perform that certain change in control severance agreement, if any,
between the Executive and the Company in the same manner and to the
same extent that the Company would be required to perform it if no
such succession had taken place, provided such succession constitutes
a Change in Control of the Company.
1.9 Primary Insurance Amount. The Primary Insurance Amount shall be the
Executive's primary insurance amount for Social Security purposes, determined on
the basis of the Executive's actual compensation with respect to years of
employment with the Company. With respect to years of employment, if any, prior
to employment with the Company, the Committee shall estimate the Executive's
income that is treated as wages for purposes of the Social Security Act. If the
Executive's employment with the Company is terminated prior to age 65, for years
following termination of employment, it shall be assumed for purposes of
calculating the Primary Insurance Amount that the Executive earns compensation
so as to accrue the maximum Social Security benefits.
1.10 Retirement Board. The Retirement Board provided for in the Retirement
Plan.
1.11 Retirement Plan. Retirement Plan means the Retirement Plan for
Salaried Employees of Union Camp Corporation.
-6-
1.12 Retirement Plan Commencement Date. Retirement Plan Commencement Date
means the date upon which the Executive commences to receive benefits under the
Retirement Plan.
1.13 Service. Service is an Executive's "Service" as defined in the
Retirement Plan.
2. SUPPLEMENTAL RETIREMENT BENEFIT.
2.1 Benefit. All supplemental retirement benefits under the Plan shall be
determined according to this Section 2. The base annual Benefit payable to the
Executive shall be equal to forty (40) percent of his Final Average Earnings
following ten years of Service, plus one and one-half (1 1/2) percent of such
earnings for each year of additional Service up to a maximum of fifty-five (55)
percent of his Final Average Earnings following twenty years of Service. This
amount shall be reduced by the sum of (i) the amount of any benefits paid or
payable to the Executive from any defined benefit pension plans maintained by
the Company, including the Retirement Plan and the related Supplemental
Retirement Plan of Union Camp Corporation (the "Company's Plans"), and any
benefits paid or payable from any retirement plans of any other employer
(whether tax-qualified or nonqualified) intended to provide retirement benefits
similar to the benefits provided under the Company's Plans, determined, in all
cases, by adjusting such benefits, using the tables and actuarial assumptions
under the Retirement Plan, to the same form as the Executive's benefits are paid
or payable from the Retirement Plan and assuming the Executive's retirement age
is the greater of (a) the age that the Executive retires under the Retirement
Plan or (b) the age with which the Executive is credited pursuant to the last
paragraph of Section 2.3, and (ii) one-half (1/2) of his annual Primary
Insurance Amount payable at age 65. The benefit remaining after this reduction
shall constitute the Executive's net annual Benefit.
2.2(a) Form and Timing of Payment. Subject to Sections 2.3, 3 and 4, the
net annual Benefit shall be payable to the Executive in either: (i) such form as
benefits are available to the Executive under the Retirement Plan or (ii) in a
single lump-sum payment as provided under Section 2.2(b). Except as provided
under Section 4.1 or the last paragraph of Section 2.2(b) below, such Benefit
shall commence (or, be paid out, in the case of a lump sum payment) upon the
Retirement Plan Commencement Date. However, to the extent a lump-sum payment is
not deductible in full in accordance with Section 162(m) of the Code, it shall
be paid, to the extent of deductibility, in the next one or more taxable years
until paid in full. Notwithstanding the foregoing, following a Change in Control
of the Company, the immediately preceding sentence shall not be applicable.
-7-
(b) (Lump Sum Payment Election. Subject to the approval, in its sole
discretion, of the Retirement Board, an Executive may irrevocably elect in
writing to receive the net annual Benefit provided by the Plan in the form of a
single lump-sum payment. An Executive may elect a lump-sum payment at any time
up to, but no later than one year in advance of the earlier of his Retirement
Plan Commencement Date or normal retirement date under the Retirement Plan. The
amount of the lump-sum payment shall be determined by calculating the
Executive's net annual Benefit as a single life annuity and converting such
annuity to a present value. The rate that shall be used to calculate such
present value shall be determined on the first business day of each calendar
quarter in accordance with the following formula and shall apply to each
lump-sum payment made in such calendar quarter:
The rate shall be the net after-tax rate derived by multiplying one
(1) minus the current U.S. income tax rate expected to be applicable to the
Company for financial reporting purposes by the sum of (a) and (b), where:
(a) is the average of (i) the interest rate on 10 year U.S.
Treasuries and (ii) the interest rate on 30 year U.S. Treasuries, and,
(b) is the average of the spread on 10 and 30 year taxable debt
of industrial companies with similar credit rating to that of the
Company over the 10 and 30 year U.S. Treasuries, respectively.
If payment of any part of the lump-sum amount must be deferred due to its
non-deductibility pursuant to Section 162(m) of the Code, the amount of the
lump-sum payment to be deferred shall be converted back into a single life
annuity form of payment using the interest rate assumption used to calculate the
amount of the lump-sum payment. As soon as the payment of all or any part of the
deferred lump-sum payment can be deducted by the Company, such single life
annuity shall be converted to a present value, using the rate set forth above as
in effect for the calendar quarter in which the payment occurs and using the
Executive's age as of the Retirement Plan Commencement Date.
Notwithstanding anything to the contrary in this Section 2.2(b), if, an
Executive's employment is terminated by the Company or the Executive terminates
his employment for Good Reason during the two (2) year period following a Change
in Control of the Company (or, if following a Change in Control of the Company
the Executive's date of termination occurs, during the term of the Executive's
change in control severance agreement, if any)or prior to a Change in Control of
the Company under the circumstances set forth in the last paragraph of Section
1.2, and (ii) the Executive is vested
-8-
in his benefit pursuant to Section 2.3, the Company shall pay to the Executive
within thirty (30) days following the Executive's date of termination the amount
of the Benefit accrued by the Executive (as of the Executive's date of
termination) under this Plan and in such case, the Executive shall not be
eligible to elect the form of payment of the Benefit, but, rather shall receive
such Benefit in the form of a single lump-sum payment.
(c) Death Benefits. If, at the Executive's death prior to his Retirement
Plan Commencement Date he is entitled to a payment hereunder and is currently
married, subject to Section 4.3, his surviving spouse shall be entitled to
payments determined in accordance with Article VIII of the Retirement Plan based
upon the Executive's net annual Benefit, commencing upon the day following the
last day of the month in which the Executive dies and, if a lump-sum payment
election shall have been made by the Executive under Section 2.2(b), such
election shall be void and of no effect.
Notwithstanding the preceding paragraph, if a lump-sum payment is due to
the Executive pursuant to the last paragraph of Section 2.2(b) and the
Executive's death occurs prior to its payment, such lump-sum amount shall be
paid to the Executive's surviving spouse (or, if the Executive was not married,
to his designated beneficiary or, if none, his estate) within thirty (30) days
following the Executive's date of termination of employment.
2.3 Eligibility for Benefit. No Benefit shall be payable unless the
Executive shall have completed at least 10 years of Service on his date of
termination of employment; provided, however, that a Benefit shall become vested
to an Executive who, as of the date of a Change in Control of the Company,
either (i) has at least ten (10) years of Service or (ii) has attained age 55
and has completed at least five (5) years of Service or (iii) has attained at
least the age and completed at least the Service as follows:
Age Upon Service
Change in Control Required
------------------ ----------
51 years 9 Years
52 Years 8 Years
53 Years 7 Years
54 years 6 Years
In the event an Executive who vests pursuant to clause (ii) or (iii) in the
prior sentence has completed, on the date his employment terminates, less than
ten (10) years of Service, his base annual Benefit shall be forty (40) percent
of his Final Average Earnings.
-9-
An Executive who is vested in a Benefit hereunder upon a Change in Control
of the Company shall be credited with three (3) additional years of age and
Service (but not beyond age sixty-five (65) and twenty (20) years of Service)
under this Plan if within two (2) years following a Change in Control of the
Company (or, if following a Change in Control of the Company the Executive's
date of termination of employment occurs, during the term of the Executive's
change in control severance agreement, if any) or prior to a Change in Control
of the Company under the circumstances set forth in the last paragraph of
Section 1.2 his employment is terminated by the Company or he terminates his
employment for Good Reason.
2.4 Vesting. Subject to Sections 2.3, 3 and 4.4, the Benefit of each
Executive under the Plan shall at all times be 100% vested and nonforfeitable.
3. COMPETITION WITH COMPANY; CAUSE. Subject to Section 5 and the last paragraph
of this Section 3, but notwithstanding any other provision of the Plan to the
contrary, no Benefits or no further Benefits, as the case may be, shall be paid
to an Executive if the Committee reasonably determines that such Executive has:
(i) To the detriment of the Company or any affiliate, directly or
indirectly acquired, without the prior written consent of the Committee, an
interest in any other company, firm, association, or organization (other
than an investment interest of less than 1% in a publicly-owned company or
organization), the business of which is in direct competition with the
business (present or future) of the Company or any of its affiliates;
(ii) To the detriment of the Company or any affiliate, directly or
indirectly competed with the Company or any affiliate as an owner,
employee, partner, director or contractor of a business, in a field of
business activity in which the Executive has been primarily engaged on
behalf of the Company or any affiliate or in which he has considerable
knowledge as a result of his employment by the Company or any affiliate,
either for his own benefit or with any person other than the Company or any
affiliate, without the prior written consent of the Committee; or
(iii) Been discharged from employment with the Company or any
affiliate for "cause." "Cause" shall include the occurrence of any of the
following events or such other dishonest or disloyal act or omission as the
Committee reasonably determines in its sole discretion to be "cause":
(a) The Executive has misappropriated any funds or property of
the Company or any affiliate;
-10-
(b) The Executive has, without the prior knowledge or written
consent of the Committee, obtained personal profit as a result of any
transaction by a third party with the Company or any affiliate; or
(c) The Executive has sold or otherwise imparted to any person,
firm, or corporation the names of the customers of the Company or any
affiliate or any confidential records, data, formulae, specifications
and other trade secrets or other information of value to the Company
or any affiliate derived by his association with the Company or any
affiliate.
In any case described in this Section 3, the Executive shall be given prior
written notice that no Benefits or no further Benefits, as the case may be, will
be paid to such Executive. Such written notice shall specify the particular
acts(s), or failures to act, on the basis of which the decision to terminate his
Benefits has been made.
Notwithstanding the preceding provisions of this Section 3, following a
Change in Control of the Company, this Section 3 shall not be applicable.
4. TERMINATION OF EMPLOYMENT PRIOR TO AGE 65. If the Executive terminates
employment prior to age 65 for any reason, his rights and Benefits under the
Plan will be determined in accordance with this Section 4.
4.1 Deferral. At the option of the Company, commencement of Benefit
payments under the Plan can be deferred until the Executive attains age 65. If
no such deferral is elected by the Company, the commencement date of Benefit
payments shall be the Retirement Plan Commencement Date, provided the Executive
terminates employment with the Company with the written consent of the
Committee. Notwithstanding the preceding provisions of this Section 4.1,
following a Change in Control of the Company, no deferral of Benefit payments
may be elected by the Company pursuant to this Section 4.1.
4.2 Benefit Adjustment. If the Executive commences to receive Benefits
hereunder prior to age 62 (including, for purposes of determining such age, any
additional age with which the Executive was credited under Section 2.3), his
Benefit shall be reduced in accordance with the early retirement benefit
provisions of the Retirement Plan.
4.3 Death or Disability. If the employment of the Executive with the
Company terminates prior to age 65 but after completion
-11-
of at least 10 years of Service with the Company, due to reasons of death or
total and permanent disability, as determined by the Company's physician, the
Executive or his surviving spouse will be eligible for Benefit payments pursuant
to Section 2.
4.4 Company Consent. Except for termination of employment under Section 4.3
above, if the Executive terminates employment with the Company prior to age 65
without the express, written consent of the Committee, all rights of the
Executive to Benefits hereunder shall thereupon terminate. However, in the event
of a termination of employment at any time following a Change in Control of the
Company, the immediately preceding sentence shall not be applicable.
5. DISPUTES. If any dispute arises under the Plan between the Company and an
Executive as to the amount or timing of any Benefit payable under the Plan or as
to the persons entitled thereto, such dispute shall be resolved by binding
arbitration proceedings initiated by either party to the dispute in accordance
with the rules of the American Arbitration Association and the results of such
proceedings shall be conclusive on both parties and shall not be subject to
judicial review. If the disputed Benefits involve the Benefits of an Executive
who is no longer employed by the Company or any affiliate, the Company shall pay
or continue to pay the Benefit (except a Benefit payable in a lump-sum pursuant
to Section 2.2(b)) until the results of the arbitration proceedings are
determined unless such claim is patently without merit; provided, however, that
if the results of the arbitration proceedings are adverse to the Executive, then
in such event the recipient of the Benefits shall be obligated to repay the
excess benefits to the Company. The Company shall pay any and all legal fees and
expenses incurred by the Executive in seeking to obtain or enforce any rights
under the Plan, provided that the Executive is successful in obtaining or
enforcing such rights.
6. ADMINISTRATION. The Committee shall be responsible for the administration of
the Plan and may delegate to any management committee, employee, director or
agent its responsibility to perform any act hereunder, including without
limitation those matters involving the exercise of discretion, provided that
such delegation shall be subject to revocation at any time at its discretion.
The Committee shall have the authority to interpret the provisions of the Plan
and construe all of its terms, to adopt, amend, and rescind rules and
regulations for the administration of the Plan, and generally to conduct and
administer the Plan and to make all determinations in connection with the Plan
as may be necessary or advisable, other than those determinations delegated to
management employees or independent third parties by the Board. All such actions
of the Committee shall be conclusive and binding upon all Executives.
-12-
7. AMENDMENT. The Plan may not be terminated, suspended or amended except by
action of the Committee, and may not be amended to terminate or reduce or
adversely affect Benefits (including vesting and any other rights accruing upon
a Change in Control of the Company) to any Executive then participating in the
Plan without the written approval of such Executive.
8. GOVERNING LAW; BINDING EFFECT. The Plan shall be governed and construed and
enforceable in accordance with the laws of the State of New Jersey. If the
Company is consolidated, merged or otherwise combined with or into another
corporation, or if another entity purchases all, or substantially all of the
Company's assets the surviving or acquiring corporation shall succeed to the
Company's rights and obligations under the Plan. The Plan shall inure to the
benefit of, and is enforceable by, the Executive and the Executive's personal or
legal representatives, executors, administrators, successors, heirs, devisees,
and legatees, to the extent any such persons succeed to the Executive's
interests hereunder from time to time.
9. NATURE OF OBLIGATIONS. The plan is unfunded, and the Company will make
Benefit payments solely on a current disbursement basis, provided, however, that
the Company reserves the right to purchase insurance contracts, which may or may
not be in the name of an Executive, or establish one or more trusts to provide
alternative sources of Benefit payments under this Plan.
10. NOTICE. Any notice or filing required or permitted to be given to the
Company shall be sufficient if in writing and hand delivered or when sent by
registered or certified mail to the principal office of the Company, directed to
the attention of the Secretary of the Company. Any notice to the Executive must
be in writing and is effective when delivered or when mailed by registered or
certified mail, return receipt requested, postage prepaid to the Executive or
his personal representatives at his last known address.
11. EMPLOYMENT. Nothing contained in the Plan nor any action taken hereunder
shall be construed as a contract guaranteeing the Executive continued status as
an employee.
12. VALIDITY. In the event any provision of this Plan is held invalid, void, or
unenforceable, the same shall not affect in any respect whatsoever the validity
of any other provision of this Plan.
13. ASSIGNMENT. An Executive may not assign, alienate, anticipate, or otherwise
encumber any rights, duties or amounts which he may be entitled to receive under
the Plan.
-13-
14. PROTECTIVE PROVISIONS. Each Executive shall cooperate in good faith with the
Company in furnishing any and all information reasonably requested by the
Company in order to determine and facilitate Benefit payments under the Plan.
15. GENDER, SINGULAR AND PLURAL. All pronouns in any variations thereof shall be
deemed to refer to the masculine or feminine as the identity of the person or
persons may require. As the context may require, the singular may be read as the
plural and the plural as the singular.
16. CAPTIONS. The captions to the Sections of the Plan are for convenience only
and shall not control or affect the meaning or construction of any of its
provisions.
-14-