1
EXHIBIT 10a
HUBBELL INCORPORATED
AMENDED AND RESTATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Restated and Amended, Effective June 7, 2001
2
HUBBELL INCORPORATED
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents
Page
----
ARTICLE I PURPOSE .............................................. 1
ARTICLE II DEFINITIONS .......................................... 1-3
ARTICLE III EFFECTIVE DATE ....................................... 3
ARTICLE IV ELIGIBILITY .......................................... 3-4
ARTICLE V RETIREMENT BENEFITS .................................. 4-6
ARTICLE VI PAYMENT OF RETIREMENT BENEFITS ....................... 7-8
ARTICLE VII DISABILITY BENEFIT ................................... 8-9
ARTICLE VIII DEATH BENEFIT ........................................ 9-11
ARTICLE IX FUNDING .............................................. 11
ARTICLE X PLAN ADMINISTRATION .................................. 12
ARTICLE XI AMENDMENT AND TERMINATION ............................ 12
ARTICLE XII MISCELLANEOUS PROVISIONS ............................. 13-15
ARTICLE XIII CHANGE OF CONTROL .................................... 16-20
3
ARTICLE I
PURPOSE
1.1 The purpose of this Supplemental Executive Retirement Plan (the "Plan")
is to provide monthly supplemental retirement income for a select group
of officers and other key employees of Hubbell Incorporated (the
"Employer"). It is intended to provide a retirement benefit which
supplements the retirement benefit payable under the Hubbell
Incorporated Retirement Plan for Salaried Employees and other such
pension plans of Hubbell Incorporated and its subsidiaries as deemed
appropriate by the Board of Directors in its sole and absolute
discretion.
ARTICLE II
DEFINITIONS
2.1 "Accrued Deferred Vested Retirement Benefit" means the benefit
described in Article 5.4.
2.2 "Accrued Vested Participant" means a Participant who has been credited
with ten (10) or more years of Service.
2.3 "Average Earnings" means the annual average of the Participant's
Earnings for any three (3) calendar years in his last ten (10) years of
Service which produce the highest such average.
2.4 "Board of Directors" means the Board of Directors of Hubbell
Incorporated.
2.5 "Compensation Committee" means the Compensation Committee of the Board
of Directors.
2.6 "Early Retirement" means retirement under this Plan at a Participant's
election, between the ages of 55 and 65.
4
2
2.7 "Earnings" means, with respect to a particular calendar year, the total
of (a) cash earnings paid to a Participant in the form of base salary,
(b) awards in respect of the prior calendar year (regardless of when
paid) under the incentive compensation plan (annual bonus) by his
Employer, and (c) any amount by which an Employee's base salary and
annual bonus awards are reduced under any 401(k) plan or any flexible
benefit plans under the Internal Revenue Code Sections 125 and 129
maintained by the Employer, during the respective calendar year.
2.8 "Employee" means a person who is employed by the Employer on a regular,
full-time basis.
2.9 "Employer" means Hubbell Incorporated, and its successor, and any of
its subsidiaries so designated by the Board of Directors.
2.10 "Key Executive" means (a) (i) any Officer elected prior to May 1,1993
and (ii) any other Employee who was so designated by the Compensation
Committee prior to May 1, 1993, and (b) any Officer or other Employee
who is so designated by the Compensation Committee on or after May 1,
1993 and as to who the Compensation Committee has not withdrawn such
designation.
2.11 "Normal Retirement" means retirement by a Participant under this Plan
on the first day of the month coinciding with or next following his
65th birthday.
2.12 "Officer" means the individual elected by the Board of Directors as
provided in Article IV of the By-Laws of Hubbell Incorporated to any of
the following offices: Chairman of the Board, President, Executive Vice
President, Senior Vice President, Group Vice President, Vice President,
Treasurer, Controller, or Secretary of Hubbell Incorporated.
2.13 "Participant" means a Key Executive.
5
3
2.14 "Plan" means the Hubbell Incorporated Supplemental Executive Retirement
Plan.
2.15 "Postponed Retirement" means the Participant's actual retirement date
after Normal Retirement.
2.16 "Service" means a Participant's entire period of employment with the
Employer as an Officer and such other period of employment with the
Employer as a Key Executive as designated and determined by the
Compensation Committee.
2.17 "Spouse" shall mean the person to whom the Participant was lawfully
married for at least one (1) year on the Participant's actual date of
retirement (early, normal, postponed or disability, as the case may be)
or termination from the Employer.
2.18 "Total Disability" means the Compensation Committee's determination
that a Participant is totally and permanently disabled and can no
longer perform his duties as a Key Executive of the Employer.
ARTICLE III
EFFECTIVE DATE
3.1 This Plan shall be effective as of April 1, 1980.
ARTICLE IV
ELIGIBILITY
4.1 Key Executives shall continue to be Participants until their Service
with the Employer is terminated or they are no longer entitled to
retirement or deferred vested benefits under this Plan, whichever is
later. A Participant who has been credited with ten (10) or more years
of Service becomes an Accrued Vested Participant eligible for an
Accrued Deferred
6
4
Vested Retirement Benefit. If a Participant is no longer a Key
Executive, but remains an Employee, his accrued Service as a
Participant shall not be forfeited.
ARTICLE V
RETIREMENT BENEFITS
5.1 Normal Retirement Benefit. A Participant's Normal Retirement Benefit
under this Plan, computed as a straight life annuity, shall equal (a)
minus (b), where:
(a) Equals - Six (6%) percent multiplied times the number of full
years of a Key Executive's Service.
In no event shall the percentage of benefit credit calculated under
this Article 5.1 (a) exceed sixty (60%) percent. The appropriate
percentage of benefit credit calculated under this Article 5.1 (a)
shall then be multiplied by the Participant's Average Earnings.
(b) Equals - The benefits, if any, available from the following
sources:
(i) any defined benefit pension plan or defined
contribution plan of the Employer which is qualified
under Section 401 of the Internal Revenue Code
(excluding, however: (a) any ancillary benefits such
as Medical or Transitional Supplements in the defined
benefit pension plans, and (b) any 401(k) plan
maintained by the Employer);
(ii) any top-hat excess pension plan of the Employer; and
(iii) any retirement benefits so designated and defined by
the Compensation Committee through a special
arrangement with the Employer.
For purposes of determining the benefits available from any qualified
defined benefit pension plan or qualified defined contribution plan of
the Employer, it shall be assumed
7
5
that the Participant commenced receiving his benefits under such plan
on the fifteenth day of the month commencing after his actual
retirement date.
5.2 Early Retirement Benefit. A Participant who elects to retire on or
after age 55 shall be entitled to an early retirement benefit
commencing on the date described in Article 6.1 hereof. The annual
amount of the Early Retirement Benefit payable to a Participant who
elects Early Retirement shall be an amount computed in accordance with
Article 5.1 hereof except that the Early Retirement Benefit shall be
based upon the Participant's years of Service up to his actual Early
Retirement Date (the first day of any month elected by the Participant
between the date the Participant attains age 55 and the date he attains
age 65), with the amount reduced by three-tenths of one percent (3/10%)
for each complete month by which the commencement date of his Early
Retirement Benefit precedes his attainment of age 62 and by an
additional two-tenths of one percent (2/10%) for each complete month by
which the commencement date of his Early Retirement Benefit precedes
his 60th birthday, provided, however, the Compensation Committee may,
in its sole discretion, waive, in whole or in part, said early
retirement reduction factors and, for purposes of determining the
benefits available from any qualified defined benefit pension plan or
qualified defined contribution plan of the Employer, it shall be
assumed that the Participant commenced receiving his benefits under
such plan on the earliest date the Participant could have retired under
such plan.
5.3 Postponed Retirement. A Participant's Postponed Retirement Benefit
under this Plan shall be the same amount that would have been payable
had the Participant retired on his Normal Retirement Date. For purposes
of determining the benefits available from any qualified defined
benefit pension plan or qualified defined contribution plan of the
8
6
Employer, it shall be assumed that the Participant commenced receiving
his benefits under such plan on the fifteenth day of the month
commencing after his actual retirement date.
5.4 Accrued Deferred Vested Retirement Benefit. Subject to Articles 12.4
and 12.5 hereof, an Accrued Vested Participant whose employment with
the Employer terminates on or after September 12, 1984, other than by
normal, early, postponed, or disability retirement or death shall, if
he has then completed ten (10) or more full years of Service, be
entitled to a non-forfeitable Accrued Deferred Vested Retirement
Benefit commencing on the date described in Article 6.1 hereof. The
annual amount of the Accrued Deferred Vested Retirement Benefit payable
to an Accrued Vested Participant shall be computed in accordance with
Article 5.1 hereof except that the Accrued Deferred Vested Retirement
Benefit shall be based upon the Accrued Vested Participant's Service as
of the date of his termination of employment, with the amount reduced
by three-tenths of one percent (3/10%) for each complete month by which
the commencement date of his Accrued Deferred Vested Retirement Benefit
precedes his Normal Retirement Date and by an additional two-tenths of
one percent (2/10%) for each complete month by which the commencement
date of his Accrued Deferred Vested Retirement Benefit precedes his
60th birthday, provided, however, the Compensation Committee may, in
its sole discretion, waive, in whole or in part, said reduction factors
and, for purposes of determining the benefits available from any
qualified defined benefit pension plan or qualified defined
contribution plan of the Employer, it shall be assumed that the
Participant commenced receiving his benefits under such plan on the
first date that the Participant could have received deferred vested
retirement benefits under such plan.
9
7
ARTICLE VI
PAYMENT OF RETIREMENT BENEFITS
6.1 Payment of Benefits.
(a) Except as set forth herein and in Section 6.1(b) below, all
retirement benefits hereunder shall be payable in monthly
installments (on the fifteenth day of the month) equal to
one-twelfth (1/12th) of the annual amounts determined under
this Plan. A Participant's retirement benefit, if any,
hereunder shall be payable for the life of the Participant,
commencing (a) for normal, postponed or disability
retirements, on the fifteenth day of the month commencing
after his actual retirement date, (b) for Early Retirement, on
the fifteenth day of the month commencing after the
Participant's actual Early Retirement date and (c) for an
Accrued Vested Participant, on the fifteenth day of the month
commencing after the first date that the Accrued Vested
Participant may receive deferred vested retirement benefits
under the applicable defined benefit pension plan (qualified
under Section 401(a) of the Internal Revenue Code of 1986)
maintained by the Employer, or any successor defined benefit
pension plan. The Participant's last payment of retirement
benefits hereunder shall be made on the fifteenth day of the
month in which he dies unless the Participant has an eligible
surviving Spouse at his date of death, in which case survivor
benefit payments shall be made to said Spouse in accordance
with Article VIII hereof.
(b) In the case of a Participant who has attained age 61, he may
elect, by giving written notice to the Compensation Committee
at least one year prior to his Early Retirement at or after
age 62, Normal Retirement or Postponed Retirement, to
10
8
receive any applicable retirement and death benefit otherwise
payable under Section 5 and Section 8.2 hereof in the form of
a lump sum. Such lump sum shall be payable as soon as
practicable after the Participant's retirement date, and
calculated as follows:
(i) Interest rate: Interest payable on 10 year U.S.
Treasury notes as of the October 1 preceding the
Participant's retirement date.
(ii) Mortality Table: The Mortality Table being utilized
by the Hubbell Incorporated Retirement Plan for
Salaried Employees as of the October 1 preceding the
Participant's retirement date.
6.2 Payments Rounded to Next Higher Full Dollar. Each monthly payment which
is computed in accordance with this Plan will, if not in whole dollars,
be increased to the next whole dollar. Such rounding shall be made
after applying any applicable reduction factors.
ARTICLE VII
DISABILITY BENEFIT
7.1 Disability Benefit. If a Participant is deemed by the Compensation
Committee to have incurred a Total Disability, he shall receive a
disability retirement benefit hereunder commencing on the fifteenth day
of the month commencing after the date he is deemed by the Compensation
Committee to be so disabled. The annual amount of the Participant's
Disability Retirement Benefit hereunder shall be computed as in Article
5.1 hereof, but assuming that the Participant has been employed with
the Employer until his Normal Retirement Date at the last rate of his
Earnings in effect at the time he was deemed by the Compensation
Committee to be permanently and totally disabled.
11
9
7.2 Medical Examination. Any Participant retired for Total Disability may
be required by the Compensation Committee to submit to a medical
examination at any time prior to his 65th birthday, but not more than
once each year, to determine whether the Participant is eligible for
continuance of the Disability Retirement Benefit provided hereunder.
ARTICLE VIII
DEATH BENEFIT
8.1 Pre-Retirement Death Benefit.
(a) If an Accrued Vested Participant or a former Accrued Vested
Participant whose benefit has not yet commenced dies, and he
is survived by a spouse to whom he was married throughout the
one-year period ending on the date of his death, such spouse
shall be entitled to receive a spouse's benefit described
herein, payable in the amount and manner prescribed in
subsections (b) and (c) of this Section 8.1.
(b) The spouse's benefit is an annuity for the life of the spouse
in an amount which is equal to the benefit the spouse would
have received under a joint and survivor annuity that provided
the spouse on the date of death of the Participant an annual
pension equal to 50 percent of the Participant's annual
pension if:
(i) the Participant had retired on the day before his
death, in the case of a Participant who dies after he
is eligible for retirement, or
(ii) the Participant had separated from service with the
Employer on the date of his death, survived to his
earliest retirement date, retired on such date, and
died on the day after such date, in the case of a
Participant who dies before he is eligible for
retirement.
12
10
(c) Payments of spouse's benefit shall commence as of the later of
(i) the first day of the month, following the Participant's
death; or (ii) the month following the date the Participant
would have attained the earliest age on which he could have
retired, provided the spouse survives to that date.
(d) For purposes of computing the spouse's benefit, actuarial
factors shall be used as are then applicable under the Hubbell
Incorporated Retirement Plan for Salaried Employees.
8.2 Post-Retirement Death Benefit. Unless such individual has elected to
receive his benefit in a lump sum pursuant to Section 6.1 (b), if a
Participant or Accrued Vested Participant dies while receiving
retirement benefits under this Plan, a death benefit equal to fifty
(50%) percent of the retirement benefit which the Participant or
Accrued Vested Participant was receiving under this Plan immediately
prior to his death shall be paid to his eligible surviving Spouse, if
any. If, as of the date of the Participant's or Accrued Vested
Participant's death, his eligible surviving Spouse, if any, is ten (or
more) years younger than the Participant or Accrued Vested Participant,
then the death benefit payable to said eligible surviving Spouse shall
be actuarially reduced pursuant to the actuarial factors then
applicable under the Hubbell Incorporated Retirement Plan for Salaried
Employees. Notwithstanding anything contained herein to the contrary,
in no event shall an eligible surviving Spouse receive in any year
under this Plan more than the excess (if any) of thirty-three and
one-third percent (33-1/3%) of the Participant's or Accrued Vested
Participant's Average Earnings over the aggregate value (as determined
by the Compensation Committee) of benefits receivable in such year
under the Hubbell Incorporated Retirement Plan for Salaried Employees
and any defined benefit pension plan
13
11
or defined contribution plan of the Employer which is qualified under
Section 401(a) of the Internal Revenue Code (excluding, however: (a)
any ancillary benefits such as Medical or Transitional Supplements in
the defined benefit pension plans, and (b) any 401(k) plan maintained
by the Employer). Payments of said death benefit to the surviving
Spouse shall commence to be paid on the fifteenth day of the month
coinciding with or next following the Participant's or Accrued Vested
Participant's death and shall continue until the Spouse dies.
ARTICLE IX
FUNDING
9.1 The Employer may enter into a trust agreement creating an irrevocable
grantor trust for the holding of cash and/or annuity contracts for
pension benefits accrued by the Participants under the Plan. Any assets
of such trust shall be subject to the claims of creditors of the
Employer to the extent set forth in the trust and Participants'
interests in benefits under this Plan shall only be those of unsecured
creditors of the Employer. In the event of a Change of Control, the
Employer shall enter into a trust agreement creating an irrevocable
grantor trust for the holding of cash and/or annuity contracts in
respect of the pension benefits accrued by the Participants (whether
current or former) and in respect of the pension benefits provided to
certain Employees who shall be deemed to be Participants pursuant to
written agreements with the Employer; provided, further, that upon the
occurrence of a Change of Control Transaction, the Employer shall
transfer to the trustee of the foregoing trust the maximum amount of
assets estimated to be necessary to satisfy the Employer's obligations
hereunder, as in effect immediately prior to the Change of Control
Transaction.
14
12
ARTICLE X
PLAN ADMINISTRATION
10.1 The general administration of this Plan and the responsibility for
carrying out the provisions hereof shall be vested in the Compensation
Committee. The Compensation Committee may adopt, subject to the
approval of the Board of Directors, such rules and regulations as it
may deem necessary for the proper administration of this Plan, and its
decision in all matters shall be final, conclusive, and binding.
ARTICLE XI
AMENDMENT AND TERMINATION
11.1 The Board of Directors of the Employer reserves in its sole and
exclusive discretion the right at any time and from time to time to
amend this Plan in any respect or terminate this Plan without
restriction and without the consent of any Participant, Accrued Vested
Participant, or Spouse, provided, however, that no amendment or
termination of this Plan shall impair the right of any Participant,
Accrued Vested Participant, or Spouse to receive benefits earned and
accrued hereunder prior to such amendment or termination. The Board of
Directors shall not terminate this Plan solely to accelerate benefits
earned and accrued hereunder. Any amounts not currently payable to a
Participant, Accrued Vested Participant or Spouse shall revert to the
Employer in the event of termination of the Plan.
15
13
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.1 No Guarantee of Employment. Nothing contained herein shall be deemed to
give any individual the right to be retained in the service of the
Employer or to interfere with the rights of the Employer to discharge
any individual at any time, with or without cause.
12.2 Non-Alienation of Benefits. No retirement benefit payable hereunder may
be assigned, pledged, mortgaged or hypothecated and, to the extent
permitted by law, no such retirement benefit shall be subject to legal
process or attachment for the payment of any claims against any person
entitled to receive the same. Notwithstanding any provision herein to
the contrary, the Employer may, as the Compensation Committee in its
sole and absolute discretion shall determine, offset any amount to be
paid to a Participant, Accrued Vested Participant, or Spouse hereunder
in order to recoup amounts that have been misappropriated by such
Participant or Accrued Vested Participant or in order to reimburse
amounts that have been advanced to such Participant or Accrued Vested
Participant for expense accounts or similar circumstances and that
remain outstanding upon termination of employment.
12.3 Payment to Incompetents. If a Participant or Accrued Vested Participant
entitled to receive any retirement benefit payments hereunder is deemed
by the Compensation Committee or is adjudged by a court of competent
jurisdiction to be legally incapable of giving valid receipt and
discharge for such retirement benefit, such payments shall be paid to
such person or persons as the Compensation Committee shall designate or
to the duly appointed guardian. Such payments shall, to the extent
made, be deemed a complete discharge for such payments under this Plan.
16
14
12.4 Loss of Benefits. At the sole discretion of the Compensation Committee,
and after written notice to the Participant, Accrued Vested
Participant, or his Spouse as beneficiary, rights to receive any
retirement benefit under this Plan may be forfeited, suspended, reduced
or terminated in cases of gross misconduct by the Participant or
Accrued Vested Participant which is reasonably deemed to be prejudicial
to the interests of the Employer or a subsidiary of the Employer,
including but not limited to the utilization or disclosure of
confidential information for gain or otherwise.
12.5 Noncompetition. A Participant and Accrued Vested Participant shall
forfeit for himself and his Spouse any and all retirement benefits
pursuant to this Plan if said Participant or Accrued Vested Participant
violates the notice provision of the next paragraph hereof or anywhere
in the United States or outside of the United States, directly or
indirectly, owns, manages, operates, joins or controls, or participates
in the ownership, management, operation or control of, or becomes a
director or an employee of, or a consultant to, any person, firm, or
corporation which competes with the Employer; provided, however, that
the provisions of this Article 12.5 shall not apply to investments by
the Participant or Accrued Vested Participant in shares of stock traded
on a national securities exchange or on the national over-the-counter
market which shall have an aggregate market value, at the time of
acquisition, of less than two (2%) percent of the outstanding shares of
such stock.
A Participant and Accrued Vested Participant shall be obligated to give
the Employer at least sixty (60) days' prior written notice, registered
or certified mail, postage prepaid, addressed to the Secretary, Hubbell
Incorporated, 584 Derby Milford Road, Orange, Connecticut, 06477, of
his intention, directly or indirectly, to own, manage, operate, join
17
15
or control, or participate in the ownership, management, operation or
control of, or become a director or an employee of, or a consultant to,
any person, firm, or corporation, following which, within a period of
sixty (60) days from its receipt of such notice, the Employer will mail
to the Participant or Accrued Vested Participant by registered or
certified mail, postage prepaid, a statement of its opinion as to
whether said intention of the Participant or Accrued Vested Participant
violates this Article 12.5.
12.6 Withholding. Payments made by the Employer under this Plan to any
Participant, Accrued Vested Participant, or Spouse shall be subject to
withholding as shall, at the time for such payment, be required under
any income tax or other laws, whether of the United States or any other
jurisdiction.
12.7 Expenses. All expenses and costs in connection with the operation of
this Plan shall be borne by the Employer.
12.8 Governing Law. The provisions of this Plan will be construed according
to the laws of the State of Connecticut, excluding the provisions of
any such laws that would require the application of the laws of another
jurisdiction.
12.9 Gender and Number. The masculine pronoun wherever used herein shall
include the feminine gender and the feminine the masculine and the
singular number as used herein shall include the plural and the plural
the singular unless the context clearly indicates a different meaning.
12.10 Titles and Heading. The titles to articles and headings of sections of
this Plan are for convenience of reference only and in case of any
conflict, the text of the Plan, rather than such titles and headings,
shall control.
18
16
ARTICLE XIII
CHANGE OF CONTROL
13.1 The provisions of Section 13.3 shall become effective immediately upon
the occurrence of a Change of Control (as defined in Section 13.2(a)).
13.2 (a) "Change of Control" shall mean any one of the following:
(i) Continuing Directors no longer constitute at least
2/3 of the Directors;
(ii) any person or group of persons (as defined in Rule
13d-5 under the Securities Exchange Act of 1934),
together with its affiliates, becomes the beneficial
owner, directly or indirectly, of twenty (20%)
percent or more of the voting power of the then
outstanding securities of the Employer entitled to
vote for the election of the Employer's directors;
provided that this Article XIII shall not apply with
respect to any holding of securities by (A) the trust
under a Trust Indenture dated September 2, 1957 made
by Louie E. Roche, (B) the trust under a Trust
Indenture dated August 23, 1957 made by Harvey
Hubbell, and (C) any employee benefit plan (within
the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended)
maintained by the Employer or any affiliate of the
Employer;
(iii) the approval by the Employer's stockholders of the
merger or consolidation of the Employer with any
other corporation, the sale of substantially all of
the assets of the Employer or the liquidation or
dissolution of the Employer, unless, in the case of a
merger or consolidation, the incumbent Directors in
office immediately prior to such
19
17
merger or consolidation will constitute at least 2/3
of the Directors of the surviving corporation of such
merger or consolidation and any parent (as such term
is defined in Rule 12b-2 under the Securities
Exchange Act of 1934) of such corporation; or
(iv) at least 2/3 of the incumbent Directors in office
immediately prior to any other action proposed to be
taken by the Employer's stockholders determine that
such proposed action, if taken, would constitute a
change of control of the Employer and such action is
taken.
(b) "Continuing Director" shall mean any individual who is a
member of the Employer's Board of Directors on December 9,
1986 or was designated (before such person's initial election
as a Director) as a Continuing Director by 2/3 of the then
Continuing Directors.
(c) "Director" shall mean any individual who is a member of the
Employer's Board of Directors on the date the action in
question was taken.
(d) "Change of Control Transaction" shall mean the closing of the
transaction constituting the Change of Control, which shall
include, for purposes of the events described in Section
13.2(a)(iii), above, the consummation of the merger or
consolidation approved by Hubbell's stockholders.
13.3 (a) Section 2.10 is deleted and the following is inserted in lieu
thereof:
"Key Executive" means (a) (i) any Officer elected
prior to May 1, 1993 and (ii) any other Employee who
was so designated by the Compensation Committee prior
to May 1, 1993, and (b) any Officer or other Employee
20
18
who is so designated by the Compensation Committee on
or after May 1, 1993."
(b) Section 2.18 is deleted and the following is inserted in lieu
thereof:
"Totally and Permanently Disabled" shall mean, with
reference to a Participant hereunder, that as a
result of bodily or mental injury or disease, whether
occupational or non-occupational in origin, as
determined by competent medical authority selected by
the Participant or by such Participant's
representative, he is wholly and permanently
prevented from engaging for remuneration or profit in
any occupation or employment for which he is
reasonably suited by education, training and
experience.
(c) The remainder of Section 5.2 is deleted after "attains age
65)" on the seventh and eighth lines of Section 5.2 on page 5.
(d) The remainder of Section 5.4 is deleted after "date of his
termination of employment" on the ninth and tenth lines in
Section 5.4 on page 6.
(e) The following is added to the end of Section 6.1(a):
"Notwithstanding any of the foregoing, unless otherwise
provided in an agreement between a Participant and the
Employer with respect to any benefit provided for herein, upon
the occurrence of a Change of Control Transaction, unless a
Participant (whether current or former) elects otherwise
during the period of ten days after the signing of any
agreement by the Company that would, upon the consummation of
the transactions contemplated therein, result in a Change of
Control, all amounts otherwise payable pursuant to the
schedules set forth in Section 6.1(a) and (b) hereof, shall be
paid out in one lump sum no later than ten
21
19
days after the later of (x) a Participant's termination of
employment with the Employer, or (y) the occurrence of a
Change of Control. The amounts to be paid out in such lump sum
shall be calculated using the actuarial assumptions set forth
on Exhibit A, attached hereto."
(f) In the first sentence of Section 7.1, the phrase "If a
Participant is deemed by the Compensation Committee to have
incurred a Total Disability" is deleted and in lieu thereof is
inserted the phrase "If a Participant becomes Totally and
Permanently Disabled". Section 7.2 is deleted.
(g) Section 10.1 is deleted and the following is inserted in lieu
thereof:
"The Plan shall be administered by the Compensation
Committee which shall have full authority to
interpret the Plan, to establish rules and
regulations relating to the Plan, to determine the
criteria for eligibility to participate in the Plan,
to select Participants in the Plan, and to make all
other determinations and take all other actions
necessary or appropriate for the proper
administration of the Plan. No member of the
Compensation Committee shall be eligible to
participate in the Plan."
(h) The remainder of Section 12.2 is deleted beginning with
"Notwithstanding any provision herein" on the fourth and fifth
lines of Section 12.2 on page 13.
(i) In Section 12.3, all references to "Compensation Committee"
are deleted and in lieu thereof is inserted the term
"Trustee".
(j) Section 12.4 is deleted.
(k) Section 12.5 is deleted.
(l) New Section 12.11 is inserted as follows:
22
20
"Notwithstanding any other provisions of the Plan to the
contrary:
(i) the accrued benefit hereunder of any Participant as
of the date of a Change of Control may not be
reduced;
(ii) any Service accrued by a Participant as of the date
of a Change of Control cannot be reduced;
(iii) no amendment or action of the Compensation Committee
which affects any Participant is valid and
enforceable without the prior written consent of such
Participant; and
(iv) no termination of the Plan shall have the effect of
reducing any benefits accrued under the Plan prior to
such termination."
Adopted by the Board of Directors on March 11, 1980 and amended on September 1,
1984, December 9, 1986, December 19, 1990, December 18, 1991, December 16, 1992,
May 1, 1993, December 11, 1996, December 10, 1997, December 8, 1999, and June 7,
2001.
23
21
EXHIBIT A
ASSUMPTIONS
The assumptions to be used are those specified under Section 417(e) of the
Internal Revenue Code of 186, as amended, which assumptions are the minimum lump
sum factors permitted to be used for calculating pension benefits under
qualified defined benefit plans.
Benefit: Lump sum payment of unreduced benefit deferred to age 55,
increased to reflect the 50% joint and survivor form.
Mortality Rates: The 1983 Group Annuity Mortality (1983 GAM) blend of 50% male
and 50% female rates.
Interest Rate: 10-year treasury rate on the first day of the fourth quarter
of the calendar year immediately prior to the date on which
the Participant retires or otherwise separates from Service.
Other: 3% annual Social Security wage base increase.
2.5% annual CPI increase.
5% annual salary increase.
Qualified Plan
Offset: Amount actually payable at age 55 (or, if higher, the
participants actual age as of the date of termination of
employment).