EXHIBIT 10.15
ITT INDUSTRIES
EXCESS PENSION PLAN II
AS AMENDED AND RESTATED AS OF JULY 13, 2004
ITT INDUSTRIES EXCESS PENSION PLAN II
The ITT Excess Benefit Plan II (the "Plan") was effective as of January 1, 1988.
The purpose of the Plan was to provide those employees participating in the
Retirement Plan for Salaried Employees of ITT Corporation or any successor plan
thereto (the "Retirement Plan") benefits which would have been payable under the
Retirement Plan but for the limitations imposed on qualified plans by Section
415 of the Internal Revenue Code. Effective as of January 1, 1988, the ITT
Select Management Plan II was authorized by the Board of Directors of ITT
Corporation to pay supplemental benefits to certain select management highly
compensated employees who have qualified for benefits under the Retirement Plan.
As of December 19, 1995, the ITT Select Management Plan II was merged into the
ITT Excess Benefit Plan II and the surviving Plan was amended to accept the
liabilities under ITT Industries Excess Pension Plan I attributable to all
participants thereunder other than former or current Presidents, Chairmen, Chief
Executive Officers, Chief Operating Officers or Executive Vice Presidents of ITT
Industries, Inc. and was renamed the ITT Industries Excess Pension Plan II.
The Plan was amended, effective as of January 1, 2000, to reflect the changes in
the Retirement Plan formula.
Effective as of July 13, 2004, the Plan was amended and restated to make certain
administrative changes and to unify the definition of Acceleration Event with
other employee benefit plans of ITT Industries.
All benefits payable under this Plan, which is intended to constitute both an
unfunded excess benefit plan under Section 3(36) of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and a
nonqualified, unfunded deferred compensation plan for a select group of
management employees under Title I of ERISA, shall be paid out of the general
assets of the Company.
ITT INDUSTRIES
EXCESS PENSION PLAN II
TABLE OF CONTENTS
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ARTICLE I. DEFINITIONS .................................................. 1
ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS ............... 5
2.01 PARTICIPATION .................................................... 5
2.02 AMOUNT OF BENEFITS ............................................... 6
2.03 VESTING .......................................................... 8
2.04 PAYMENT OF BENEFITS .............................................. 8
2.05 PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT ............. 10
2 06 REEMPLOYMENT OF FORMER PARTICIPANT OR RETIRED PARTICIPANT ........ 12
ARTICLE III. GENERAL PROVISIONS ......................................... 13
3.01 FUNDING .......................................................... 13
3 02 DURATION OF BENEFITS ............................................. 13
3.03 DISCONTINUANCE AND AMENDMENT ..................................... 13
3.04 TERMINATION OF PLAN .............................................. 13
3.05 PLAN NOT A CONTRACT OF EMPLOYMENT ................................ 14
3.06 FACILITY OF PAYMENT .............................................. 14
3.07 WITHHOLDING TAXES ................................................ 14
3.08 NON-ALIENATION ................................................... 14
3.09 FORFEITURE FOR CAUSE ............................................. 15
3.10 TRANSFERS ........................................................ 15
3.11 CLAIMS PROCEDURE ................................................. 16
3.12 CONSTRUCTION ..................................................... 17
ARTICLE IV. PLAN ADMINISTRATION ......................................... 18
4.01 RESPONSIBILITY FOR BENEFIT DETERMINATION ......................... 18
4.02 DUTIES OF COMMITTEE .............................................. 18
4.03 PROCEDURE FOR PAYMENT OF BENEFITS UNDER THE PLAN ................. 18
ITT INDUSTRIES
EXCESS PENSION PLAN II
ARTICLE I. DEFINITIONS
The following terms when capitalized herein shall have the meanings assigned
below.
1.01 ACCELERATION EVENT shall mean an event which shall occur if:
(i) a report on Schedule 13D shall be filed with the Securities and
Exchange Commission pursuant to Section 13(d) of the Securities
Exchange Act of 1934 (the "Act") disclosing that any person (within
the meaning of Section 13(d) of the Act), other than the Corporation
or a subsidiary of the Corporation or any employee benefit plan
sponsored by the Corporation or a subsidiary of the Corporation, is
the beneficial owner directly or indirectly of twenty percent (20%)
or more of the outstanding Common Stock $1 par value, of the
Corporation (the "Stock");
(ii) any person (within the meaning of Section 13(d) of the Act), other
than the Corporation or a subsidiary of the Corporation, or any
employee benefit plan sponsored by the Corporation or a subsidiary
of the Corporation, shall purchase shares pursuant to a tender offer
or exchange offer to acquire any Stock of the Corporation (or
securities convertible into Stock) for cash, securities or any other
consideration, provided that after consummation of the offer, the
person in question is the beneficial owner (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, of twenty
percent (20%) or more of the outstanding Stock of the Corporation
(calculated as provided in paragraph (d) of Rule 13d-3 under the Act
in the case of rights to acquire Stock);
(iii) the stockholders of the Corporation shall approve (A) any
consolidation, business combination or merger involving the
Corporation, other than a consolidation, business combination or
merger involving the Corporation in which holders of Stock
immediately prior to the consolidation, business combination or
merger (x) hold fifty percent (50%) or more of the combined voting
power of the Corporation (or the corporation resulting from the
merger or consolidation or the parent of such corporation) after the
merger and (y) have the same proportionate ownership of common stock
of the Corporation (or the corporation resulting from the merger or
consolidation or the parent of such corporation), relative to other
holders of Stock immediately prior to the merger, business
combination
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or consolidation, immediately after the merger as immediately
before, or (B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all the assets of the Corporation;
(iv) there shall have been a change in a majority of the members of the
Board of Directors of the Corporation within a 12-month period
unless the election or nomination for election by the Corporation'
stockholders of each new director during such 12-month period was
approved by the vote of two-thirds of the directors then still in
office who (x) were directors at the beginning of such 12-month
period or (y) whose nomination for election or election as directors
was recommended or approved by a majority of the directors who were
directors at the beginning of such 12-month period; or
(v) any person (within the meaning of Section 13(d) of the Act) (other
than the Corporation or any subsidiary of the Corporation or any
employee benefit plan (or related trust) sponsored by the
Corporation or a subsidiary of the Corporation) becomes the
beneficial owner (as such term is defined in Rule 13d-3 under the
Act) of twenty percent (20%) or more of the Stock.
1.02 ANNUITY STARTING DATE shall mean a Participant's annuity starting date (as
that term is defined in the Retirement Plan) with respect to benefits
payable to him or on his behalf under the Retirement Plan. However, if an
Acceleration Event occurs, the Annuity Starting Date of a Participant
shall be the date such Acceleration Event occurs.
1.03 ASSOCIATED COMPANY shall mean any division, subsidiary or affiliated
company of the Corporation not participating in the Plan which is an
Associated Company, as defined in the Retirement Plan.
1.04 BENEFICIARY shall mean the person designated pursuant to the provisions of
the Retirement Plan to receive benefits under said Retirement Plan after a
Participant's death. In the absence of a beneficiary designation under the
provisions of the Retirement Plan, the Participant's Beneficiary shall be
his spouse, if any, or his estate.
1.05 BOARD OF DIRECTORS shall mean the Board of Directors of ITT Industries,
Inc. or any successor thereto.
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1.06 CODE shall mean the Internal Revenue Code of 1986, as amended from time to
time.
1.07 COMMITTEE shall mean the Pension Administration Committee under the
Retirement Plan.
1.08 COMPANY shall mean the Corporation with respect to its employees and any
Participating Unit (as that term is defined in the Retirement Plan)
authorized by the Corporation to participate in the Plan with respect to
its employees.
1.09 COMPANY PENSION PLAN shall mean any tax qualified defined benefit plan
other than the Retirement Plan maintained by the Company, an Associated
Company, New ITT or one of its associated companies, or ITT Hartford or
one its associated companies.
1.10 CORPORATION shall mean ITT Industries, Inc., an Indiana corporation
(successor by merger to and formerly known as ITT Corporation, a Delaware
corporation), or any successor by merger, purchase or otherwise.
1.11 DEFERRED COMPENSATION PROGRAM shall mean any nonqualified deferred
compensation plan maintained by the Company, an Associated Company, New
ITT or one of its associated companies, or ITT Hartford or one of its
associated companies.
1.12 ELIGIBLE EMPLOYEE shall mean a person who is a member of the Retirement
Plan not eligible to participate in the ITT Industries Excess Pension Plan
IA or IB.
1.13 ERISA shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.14 EXCESS BENEFIT PORTION shall mean the portion of the Plan which is
intended to constitute an unfunded excess benefit plan under Sections
3(36) and 4(b)(5) of Title I of ERISA which provides benefits not
otherwise payable under the Retirement Plan due to restrictions imposed by
Section 415 of the Code.
1.15 ITT HARTFORD shall mean the ITT Hartford Group, Inc., a Delaware
corporation, as constituted on and after December 18, 1995 and successor
thereto by merger, purchase or otherwise.
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1.16 NEW ITT shall mean ITT Corporation, a Nevada corporation, as constituted
on and after December 19, 1995, and any successor thereto by merger,
purchase or otherwise.
1.17 PARTICIPANT shall mean an Eligible Employee who is participating in the
Plan pursuant to Section 2.01 hereof.
1.18 PLAN shall mean the ITT Industries Excess Pension Plan II, as set forth
herein or as amended from time to time.
1.19 PLAN YEAR shall mean the calendar year.
1.20 RETIREMENT PLAN shall mean the ITT Industries Salaried Retirement Plan
(formerly known as the Retirement Plan for Salaried Employees of ITT
Corporation), as amended from time to time.
1.21 SELECT MANAGEMENT PORTION shall mean the portion of the Plan, other than
the Excess Benefit Portion, which is intended to constitute an unfunded
deferred compensation plan for a select group of management or highly
compensated employees under Title I of ERISA.
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ARTICLE II. PARTICIPATION; AMOUNT AND PAYMENT OF BENEFITS
2.01 PARTICIPATION
(a) An Eligible Employee shall participate in the Excess Benefit Portion of
the Plan provided such Eligible Employee's annual retirement allowance or
vested benefit at the time of payment under the Retirement Plan exceeds
the limitations imposed by Code Section 415(b) (or prior to January 1,
2000, Code Section 415(e)).
(b) An Eligible Employee shall participate in the Select Management Portion of
the Plan provided such Eligible Employee's annual retirement allowance or
vested benefit at the time of payment under the Retirement Plan is
(i) limited by reason of the Code Section 401(a)(17) limitation on
Compensation (as that term is defined in the Retirement Plan) or
(ii) reduced as a result of
(1) deferrals of Compensation under a Deferred Compensation
Program;
(2) the exclusion from Compensation of certain remuneration
customarily recognized as such but excluded as Compensation by
action of the Board of Directors (including, but not limited
to, the exclusion of any bonus which was paid in 1990 and in
early 1991 under an approved Company executive bonus plan for
services performed in 1990); or
(3) such other restrictions imposed by the Board of Directors with
respect to the determination of a Participant's retirement
allowance or vested benefit under the Retirement Plan.
(c) (i) A former Eligible Employee who was a Participant in the ITT Excess
Benefit Plan II receiving benefit payments thereunder as of December
18, 1995, shall continue to be a Participant in the Excess Benefit
Portion of this Plan.
(ii) A former Eligible Employee who was a Participant in the ITT Select
Management Plan II receiving benefit payments thereunder as of
December 18, 1995, including those persons receiving benefit
payments made pursuant to the provisions of the Enhanced Retirement
Program which were restricted from payment under the Retirement
Plan, shall continue to be a Participant in the Select Management
Portion of this Plan.
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(d) A Participant's participation in the Plan shall terminate upon the earlier
of (i) the commencement of the Participant's participation in ITT
Industries Excess Pension Plan IA or 1B or (ii) the Participant's death or
other termination of employment with the Company and all Associated
Companies, unless a benefit is payable under the Plan with respect to the
Participant or his Beneficiary under the provisions of this Article II.
2.02 AMOUNT OF BENEFITS
As of each applicable Annuity Starting Date, a Participant's benefit under this
Article II shall be a monthly payment for the life of the Participant and shall
equal the excess, if any, of (a) over (b) as determined below:
(a) the monthly retirement allowance or vested benefit which would have been
payable for the Participant's lifetime under Section 4.02, 4.03, 4.04,
4.05 or 4.06 of the Retirement Plan, whichever is applicable, commencing
at that particular Participant's Annuity Starting Date and determined
(i) prior to the application of any offset required pursuant to Section
4.10 or to an applicable Appendix of the Retirement Plan with
respect to benefits payable under any other Company Pension Plan;
(ii) without regard to the provisions contained in Section 4.09 of the
Retirement Plan relating to the maximum limitation on benefits;
(iii) without regard to the limitation on Compensation resulting from the
Annual Dollar Limit (as that term is defined in the Retirement
Plan);
(iv) without regard to deferrals of Compensation made pursuant to a
Deferred Compensation Program; and
(v) by recognizing as Compensation for purposes of calculating such
Participant's Final Average Compensation (as that term is defined in
the Retirement Plan) the payments in December 1990 and in early 1991
of bonus under an approved Company executive bonus plan for services
performed in 1990, with such payments deemed to have been paid for
purposes of the Plan on January 2, 1991, and any other remuneration
excluded by action of the Board of Directors;
over
(b) the sum of the following amounts:
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(i) the monthly retirement allowance or vested benefit which would have
been payable for the Participant's lifetime under Section 4.02,
4.03, 4.04, 4.05 or 4.06 of the Retirement Plan, whichever is
applicable, commencing at that particular Participant's Annuity
Starting Date and determined
(1) prior to the application of any offset required pursuant to
Section 4.10 or to an applicable Appendix of the Retirement
Plan with respect to benefits payable under any other Company
Pension Plan;
(2) with regard to the provisions contained in Section 4.09 of the
Retirement Plan relating to the maximum limitation on
benefits:
(3) with regard to the limitation on Compensation resulting from
the Annual Dollar Limit (as that term is defined in the
Retirement Plan); and
(4) by not recognizing as Compensation for purposes of calculating
such Participant's Average Final Compensation (as that term is
defined in the Retirement Plan) deferrals of Compensation made
pursuant to a Deferred Compensation Program, the payments in
December 1990 and in early 1991 of bonus under an approved
Company executive bonus plan for services performed in 1990,
with such payments deemed to have been paid for purposes of
the Plan on January 2, 1991, and any other remuneration
excluded by action of the Board of Directors; and
(ii) the amount of the benefit payable to the Participant under the ITT
Corporation Excess Pension Plan II (or any successor plan thereto)
or the ITT Hartford Excess Pension Plan II (or any successor plan
thereto) with respect to any service which is recognized as Benefit
Service for purposes of the computation of benefits under the
Retirement Plan.
For purposes of this Section 2.02, if any benefit described in (b)(ii) above is
payable in a form other than a single life annuity commencing on the
Participant's Annuity Starting Date, such benefit shall be converted to a single
life annuity commencing on such date of Equivalent Actuarial Value (as defined
in the Retirement Plan).
If, after a Participant's Annuity Starting Date, changes to the Code or ERISA
permit the Retirement Plan to provide for payment of his retirement allowance or
vested benefit in an amount greater than that permissible at that particular
Annuity Starting Date, the Participant's monthly benefit under this Plan shall
be reduced by the portion of his retirement allowance or vested benefit
thereafter paid from the Retirement Plan.
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2.03 VESTING
(a) A Participant shall be vested in, and have a nonforfeitable right to, the
benefit payable under this Article II to the same extent as the
Participant is vested in his Accrued Benefit (as that term is defined in
the Retirement Plan) under the provisions of the Retirement Plan.
(b) Notwithstanding any provision of this Plan to the contrary, in the event
of an Acceleration Event, all Participants and their Beneficiaries shall
become fully vested in the benefits provided under this Plan.
2.04 PAYMENT OF BENEFITS
(a) RETIREMENT OR TERMINATION OF EMPLOYMENT EFFECTIVE PRIOR TO DECEMBER
19, 1995
Except as otherwise provided in Section 2.05 upon the occurrence of an
Acceleration Event, any retired Participant or former Participant, whose
employment ceased prior to December 19, 1995, and who was then receiving
or then entitled to receive a retirement allowance or vested benefit,
shall continue to receive or continue to be entitled to receive payments
hereunder in accordance with the form, frequency and duration of benefit
payments under the Retirement Plan as in effect on the date such
employment ceased.
(b) RETIREMENT OR TERMINATION OF EMPLOYMENT EFFECTIVE ON OR AFTER DECEMBER
19, 1995
(i) Following a Participant's retirement or other termination of
employment with the Company and all Associated Companies on or after
December 19, 1995, other than by reason of death, the Participant
shall receive the benefit payable under Section 2.02, to the extent
vested pursuant to Section 2.03, in the same form and at the same
time as the Participant receives his corresponding retirement
allowance or vested benefit under the Retirement Plan. If the form
of payment is other than a single life annuity over the life of the
Participant, such benefit shall be adjusted as provided in Section
4.07 of the Retirement Plan to reflect such different payment form.
(ii) Notwithstanding the foregoing provisions of clause (i) above,
effective as of January 1, 2000, the portion of any Participant's
benefit payable under Section 2.02 attributable to the PEP formula
portion (as defined in Section 4.01(c) of the Retirement Plan) of
such retirement allowance or vested benefit shall be payable in the
form of a single lump sum payment. However, such Participant may,
subject to the timing limitations and other restrictions as shall be
prescribed by the Committee, elect by written notice to the
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Committee to receive such PEP formula portion of his benefit in the
same annuity form of payment as the Participant receives the
remaining portion of his retirement benefit or vested benefit
payable under Section 2.02 or as a single life annuity over the life
of the Participant. Such lump sum payment shall be calculated on the
same basis as provided in Section 4.07(b)(v) of the Retirement Plan
using the IRS Mortality Table and IRS Interest Rate (as defined in
the Retirement Plan).
(c) DEATH IN PRIOR TO A PARTICIPANT'S ANNUITY STARTING DATE
(i) If a Participant entitled to a vested benefit under the Retirement
Plan dies (1) while in active service with the Company or any
Associated Company before meeting the eligibility requirements for
an Automatic Pre-Retirement Survivor's Benefit under Section 4.08(b)
of the Retirement Plan or (2) after terminating employment with
entitlement to a vested benefit hereunder but prior to his Annuity
Starting Date, the Participant's spouse shall receive a monthly
payment for life commencing at the same time said spouse receives
payment under the Automatic Vested Spouse's Benefit of the
Retirement Plan. The amount of benefit payable hereunder to such
spouse shall be equal to the monthly income which would have been
payable to such spouse under Section 4.08(a) of the Retirement Plan
based on the hypothetical benefit as calculated under Section 2.02
hereof. Notwithstanding the foregoing, effective as of January 1,
2000, the portion of any benefit payable under this clause (i)
attributable to the PEP formula portion (as defined in Section
4.01(c) of the Retirement Plan) of the benefit which would have been
payable to the spouse based on the hypothetical benefit as
calculated under Section 2.02 shall be payable in the form of a
single lump sum payment; provided, however, the Participant may,
subject to the timing limitation and other restrictions as shall be
prescribed by the Committee, elect by written notice to the
Committee to provide that his spouse shall receive such PEP portion
of the benefit payable under this Section in the form of a life
annuity over the life of the spouse. This lump sum payment shall be
calculated on the same basis as provided in Section 4.08(a)(iii) of
the Retirement Plan using the IRS Mortality Table and IRS Interest
Rate (as defined in the Retirement Plan).
(ii) In the event a Participant who has satisfied the eligibility
requirements for the Automatic Pre-Retirement Survivor's Benefit
under Section 4.08(b) of the Retirement Plan, dies (1) while in
active service with the Company and any Associated Company or (2)
after his terminating employment but prior to his Annuity Starting
Date, the Participant's
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Beneficiary under Section 4.08(b) of the Retirement Plan shall
receive a monthly payment for the life of the Beneficiary commencing
at the same time the Beneficiary receives a survivor benefit under
Section 4.08(b) of the Retirement Plan. The amount of benefit
payable to such Beneficiary shall be equal to the monthly income
which would have been payable to such Beneficiary under Section
4.08(b) of the Retirement Plan based on the hypothetical benefit as
calculated under Section 2.02 hereof. Notwithstanding the foregoing,
effective as of January 1, 2000, the portion of any benefit payable
under this clause (ii) attributable to the PEP formula portion (as
defined in Section 4.01(c) of the Retirement Plan) of the benefit
which would have been payable to the Beneficiary based on the
hypothetical benefit as calculated under Section 2.02 shall be
payable in the form of a single lump sum payment; provided, however,
the Participant may, subject to the timing limitation and other
restrictions as shall be prescribed by the Committee, elect by
written notice to the Committee to provide that his Beneficiary
shall receive such PEP formula portion of the benefit payable under
this Section in the form of a life annuity over the life of the
Beneficiary. This lump sum payment shall be calculated on the same
basis as provided in Section 4.08(b)(iii) of the Retirement Plan
using the IRS Mortality Table and IRS Interest Rate (as defined in
the Retirement Plan).
2.05 PAYMENT UPON THE OCCURRENCE OF AN ACCELERATION EVENT
Upon the occurrence of an Acceleration Event, (i) all retired Participants
then receiving or then entitled to receive a retirement allowance under
the Plan, (ii) all former Participants then receiving or then entitled to
receive a vested benefit hereunder, and (iii) all Participants who are
then still in active service shall automatically receive, in a single lump
sum payment, the benefit remaining due as of the Acceleration Event to any
such retired or former Participant or the benefit, if any, accrued by such
active Participant up to the Acceleration Event and as determined under
Section 2.02 hereof. The amount of such lump sum payment attributable to
the PEP formula portion (as defined in Section 4.01(c) of the Retirement
Plan) of the Participant's benefit payable under this Plan not in payment
status as of the occurrence of an Acceleration Event shall be calculated
on the same basis as provided in Section 4.07(b)(v) of the Retirement Plan
using the IRS Mortality Table and IRS Interest Rate (as defined in the
Retirement Plan) determined as if the date the Acceleration Event occurs
is the Participant's Annuity Starting Date. The amount of the lump sum
payment attributable to the remaining portion of the Participant's benefit
payable under this Plan shall be calculated on an actuarial equivalent
basis using (i) the interest rate assumption for immediate annuities, if
the Participant has met the eligibility requirements to retire
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under the Retirement Plan with an early, normal or postponed retirement
allowance as of the Acceleration Event or is then in receipt of monthly
payments under this Plan, otherwise using the interest rate assumption for
deferred annuities to the earliest date he could have commenced payment of
such benefit or, if it results in a larger lump sum, his Normal Retirement
Date (as defined under the Retirement Plan) used by the PBGC for valuing
benefits for single employer plans as published by the PBGC for the month
in which such Acceleration Event occurs and (ii) the mortality table
utilized as of the day immediately preceding the date the Acceleration
Event occurs under the provisions of the Retirement Plan to calculate the
amount of a small lump sum cashout. If the Participant is not in receipt
of monthly benefit payments under this Plan as of the Acceleration Event,
the calculation of a lump sum payment hereunder of the portion of the
Participant's accrued benefit payable under this Plan not attributable to
the PEP formula portion (as defined under Section 4.01(c) of the
Retirement Plan) shall be based on the Participant's benefit payable under
Section 2.02 not attributable to such PEP formula as if it were paid in
the form of a single life annuity to the Participant commencing on the
Participant's Annuity Starting Date; provided, however, if the Participant
has not met the eligibility requirements to retire under the Retirement
Plan with an early, normal or postponed retirement allowance, the
calculation of such lump sum payment shall be based on the Participant's
accrued benefit payable under Section 2.02 not attributable to such PEP
formula as if it were paid in the form of a single life annuity to the
Participant commencing on the earliest date he could have commenced
payment of such benefit. In no event, however, shall the lump sum payment
determined under the preceding sentence be less than the lump sum payment
based on the Participant's accrued benefit payable under Section 2.02 not
attributable to such PEP formula as if it were paid in the form of a
single life annuity to the Participant commencing on his Normal Retirement
Date. The calculation of a lump sum payment hereunder shall be made on the
basis of the Participant's age (and Beneficiary's age, if applicable) at
the Acceleration Event and without regard to the possibility of any future
changes after the Acceleration Event in the amount of benefits payable
hereunder because of future changes in the limitations referred to in
Section 2.02. The lump sum payment shall be made as soon as possible on or
after the Acceleration Event. In the event the Participant dies after such
Acceleration Event but before receiving such payment, the lump sum payment
shall be made to his Beneficiary. This lump sum payment represents a
complete settlement of all benefits on the Participant's behalf under the
Plan.
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2.06 REEMPLOYMENT OF FORMER PARTICIPANT OR RETIRED PARTICIPANT
If a Participant who retired or otherwise terminated employment with the
Company and all Associated Companies is reemployed as an employee by the
Company or an Associated Company, any payment of benefit hereunder shall
cease. Upon his subsequent retirement or termination, his retirement
allowance or vested benefit shall be recomputed in accordance with the
provisions of Section 4.12 of the Retirement Plan and any benefits then
payable hereunder shall be reduced by the Equivalent Actuarial Value (as
defined in the Retirement Plan) of any benefit previously paid under the
Plan.
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ARTICLE III. GENERAL PROVISIONS
3.01 FUNDING
All amounts payable in accordance with this Plan shall constitute a
general unsecured obligation of the Company. Such amounts, as well as any
administrative costs relating to the Plan, shall be paid out of the
general assets of the Company.
3.02 DURATION OF BENEFITS
Benefits shall accrue under the Plan on behalf of a Participant only for
so long as (a) the provisions of Section 415 or 401(a)(17) of the Code
limit the benefits that are payable under the Retirement Plan or (b) the
deferrals of compensation under a Deferred Compensation Program or other
restrictions referred to in Section 2.02 (such as the exclusion from
Compensation of the bonus award paid in 1990 and in early 1991 under an
approved Company executive bonus plan for services performed in 1990)
reduce such benefits.
3.03 DISCONTINUANCE AND AMENDMENT
The Board of Directors reserves the right to modify, amend, or discontinue
in whole or in part, benefit accruals under the Plan at any time. However,
no modification, amendment, or discontinuance shall adversely affect the
right of any Participant to receive the benefits accrued as of the date of
such modification, amendment or discontinuance and after the occurrence of
an Acceleration Event, no modification or amendment shall be made to
Sections 2.03 or 2.05. Notwithstanding the foregoing, following any
amendment and except as provided in Article II with respect to lump sum
payments hereunder, benefits may be adjusted as required to take into
account the amount of benefits payable under the Retirement Plan after the
application of the limitations referred to in Section 2.02, hereof.
3.04 TERMINATION OF PLAN
The Board of Directors reserves the right to terminate the Plan at any time,
provided, however, that no termination shall be effective retroactively. As of
the effective date of termination of the Plan,
(a) the benefits of any Participant or Beneficiary whose benefit payments have
commenced shall continue to be paid, but only to the extent such benefits
are not otherwise payable under the Retirement Plan because of the
limitations referred to in Section 2.02, and
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(b) no further benefits shall accrue on behalf of any Participant whose
benefits have not commenced, and such Participant and his Beneficiary
shall retain the right to benefits hereunder; provided that, on or after
the effective date of termination,
(i) the Participant is vested under the Retirement Plan and
(ii) such benefits are not at any time otherwise payable under the
Retirement Plan because of the limitations imposed by IRC Section
415 or Section 401(a)(17).
All other provisions of this Plan shall remain in effect.
3.05 PLAN NOT A CONTRACT OF EMPLOYMENT
This Plan is not a contract of employment, and the terms of employment of
any Participant shall not be affected in any way by this Plan or related
instruments, except as specifically provided therein. The establishment of
this Plan shall not be construed as conferring any legal rights upon any
person for a continuation of employment, nor shall it interfere with the
rights of the Company to discharge any person and to treat him without
regard to the effect, which such treatment might have upon him under this
Plan. Each Participant and all persons who may have or claim any right by
reason of his participation shall be bound by the terms of this Plan and
all agreements entered into pursuant thereto.
3.06 FACILITY OF PAYMENT
In the event that the Committee shall find that a Participant is unable to
care for his affairs because of illness or accident or is a minor or has
died, the Committee may, unless claim shall have been made therefor by a
duly appointed legal representative, direct that any benefit payment due
him, to the extent not payable from a grantor trust, be paid on his behalf
to his spouse, a child, a parent or other blood relative, or to a person
with whom he resides, and any such payment so made shall be a complete
discharge of the liabilities of the Company and the Plan therefor.
3.07 WITHHOLDING TAXES
The Company shall have the right to deduct from each payment to be made
under the Plan any required withholding taxes.
3.08 NONALIENATION
Subject to any applicable law, no benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt to do so shall be void, nor
shall any such benefit be in any manner liable for or subject to
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garnishment, attachment, execution or levy, or liable for or subject to
the debts, contracts, liabilities, engagements or torts of the person
entitled to such benefits.
3.09 FORFEITURE FOR CAUSE
In the event that a Participant shall at any time be convicted of a crime
involving dishonesty or fraud on the part of such Participant in his
relationship with the Company or any Associated Company, all benefits that
would otherwise be payable to him or to a Beneficiary under the Plan shall
be forfeited.
3.10 TRANSFERS
(a) Notwithstanding any Plan provision to the contrary, in the event the
Corporation (i) sells, causes the sale of, or sold the stock or assets of
any employing company in the controlled group of the Corporation to a
third party or (ii) distributes or distributed to the holders of shares of
the Corporation's common stock all of the outstanding shares of common
stock of a subsidiary or subsidiaries of the Corporation, and, as a result
of such sale or distribution, such company (or subsidiary) or its
employees are no longer eligible to participate hereunder, the liabilities
with respect to the benefits accrued under this Plan for a Participant
who, as a result of such sale or distribution, is no longer eligible to
participate in this Plan, shall, at the discretion and direction of the
Corporation (and approval by the new employer), be transferred to a
similar plan of such new employer and become a liability thereunder. Upon
such transfer (and acceptance thereof by such new employer) the
liabilities for such transferred benefits shall become the obligation of
the new employer and the liability under this Plan for such benefits shall
then cease.
(b) Notwithstanding any Plan provision to the contrary, at the discretion and
direction of the Corporation, liabilities with respect to benefits accrued
by a Participant under a plan maintained by such Participant's former
employer may be transferred to this Plan and upon such transfer shall
become the obligation of the Company.
(c) Notwithstanding any Plan provision to the contrary, if a Participant
commences participation in ITT Industries Excess Pension Plan IA or IB
("Excess Pension Plan IA or 1B") any liability with respect to benefits
accrued under this Plan on behalf of such Participant shall be transferred
to Excess Pension Plan IA or 1B, whichever is appropriate, and the
liability under this Plan for such
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benefits shall cease as of the date the Participant commences
participation in Excess Pension Plan IA or 1B.
3.11 CLAIMS PROCEDURE
(a) SUBMISSION OF CLAIMS
Claims for benefits under the Plan shall be submitted in writing to the
Committee or to an individual designated by the Committee for this
purpose.
(b) DENIAL OF CLAIM
If any claim for benefits is wholly or partially denied, the claimant
shall be given written notice within 90 days following the date on which
the claim is filed, which notice shall set forth
(i) the specific reason or reasons for the denial;
(ii) specific reference to pertinent Plan provisions on which the denial
is based;
(iii) a description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and
(iv) an explanation of the Plan's claim review procedure.
If special circumstances require an extension of time for processing the
claim, written notice of an extension shall be furnished to the claimant
prior to the end of the initial period of 90 days following the date on
which the claim is filed. Such an extension may not exceed a period of 90
days beyond the end of said initial period.
If the claim has not been granted and written notice of the denial of the
claim is not furnished within 90 days following the date on which the
claim is filed, the claim shall be deemed denied for the purpose of
proceeding to the claim review procedure.
(c) CLAIM REVIEW PROCEDURE
The claimant or his authorized representative shall have 60 days after
receipt of written notification of denial of a claim to request a review
of the denial by making written request to the Committee, and may review
pertinent documents and submit issues and comments in writing within such
60-day period.
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Not later than 60 days after receipt of the request for review, the
Committee shall render and furnish to the claimant a written decision,
which shall include specific reasons for the decision and shall make
specific references to pertinent Plan provisions on which it is based. If
special circumstances require an extension of time for processing, the
decision shall be rendered as soon as possible, but not later than 120
days after receipt of the request for review, provided that written notice
and explanation of the delay are given to the claimant prior to
commencement of the extension. Such decision by the Committee shall not be
subject to further review. If a decision on review is not furnished to a
claimant within the specified time period, the claim shall be deemed to
have been denied on review.
(d) EXHAUSTION OF REMEDY
No claimant shall institute any action or proceeding in any state or
federal court of law or equity or before any administrative tribunal or
arbitrator for a claim for benefits under the Plan until the claimant has
first exhausted the procedures set forth in this section.
3.12 CONSTRUCTION
(a) The Plan is intended to constitute both an excess benefit arrangement and
an unfunded deferred compensation arrangement maintained for a select
group of management or highly compensated employees within the meaning of
Section 201(2), Section 301(a)(3), and Section 401(a)(1) of ERISA, and all
rights under this Plan shall be governed by ERISA. Subject to the
preceding sentence, the Plan shall be construed, regulated and
administered under the laws of the State of New York, to the extent such
laws are not superseded by applicable federal law.
(b) The masculine pronoun shall mean the feminine wherever appropriate.
(c) The illegality of any particular provision of this document shall not
affect the other provisions and the document shall be construed in all
respects as if such invalid provision were omitted.
(d) The headings and subheadings in the Plan have been inserted for
convenience of reference only, and are to be ignored in any construction
of the provisions thereof.
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ARTICLE IV. PLAN ADMINISTRATION
4.01 RESPONSIBILITY FOR BENEFIT DETERMINATION
The benefit of a Participant or Beneficiary under this Plan shall be
determined by the Committee, as provided in Section 4.02 below.
4.02 DUTIES OF COMMITTEE
The Committee shall calculate, in accordance with Article II, the benefit
of each Participant, spouse or Beneficiary under the Plan. To the extent a
Participant's, spouse's or Beneficiary's benefit are payable from the
Plan, the Committee shall have full discretionary authority to resolve any
question which shall arise under the Plan as to any person's eligibility
for benefits, the calculation of benefits, the form, commencement date,
frequency, duration of payment, or the identity of the Beneficiary. Such
question shall be resolved by the Committee under rules uniformly
applicable to all person(s) or employee(s) similarly situated.
4.03 PROCEDURE FOR PAYMENT OF BENEFITS UNDER THE PLAN
With respect to any benefit to which a Participant, spouse or Beneficiary
is entitled under this Plan, the Committee (i) shall direct the
commencement of benefit payments hereunder in accordance with the
applicable procedures established by the Corporation, the Company and/or
the Committee regarding the disbursement of amounts from the general funds
of the Corporation and (ii) shall arrange, in conjunction with any other
applicable excess benefit plan, for the payment of benefits under the Plan
and/or any other applicable excess benefit plan.