Exhibit 10.8
CERTEGY INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(Effective As of November 5, 2003)
CERTEGY INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PREAMBLE
The Certegy Inc. Supplemental Executive Retirement Plan ("Plan") is
designed to be a supplemental retirement plan covering a select group of
management and highly compensated employees of Certegy Inc. (the "Company") and
any Adopting Employer. The benefits under the Plan are unfunded and all amounts
payable under the Plan shall be paid from the general assets of the Company
(except as otherwise provided herein). The effective date of the Plan as set
forth herein is November 5, 2003 ("Effective Date").
TABLE OF CONTENTS
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ARTICLE I DEFINITIONS AND CONSTRUCTION 1
1.1 Definitions 1
(a) Accrued Benefit 1
(b) Actuarial (or Actuarially) Equivalent: 1
(c) Administrator 2
(d) Adopting Employer 2
(e) Annual Bonus 2
(f) Authorized Leave of Absence 2
(g) Average Annual Compensation 2
(h) Beneficiary 2
(i) Board 2
(j) Break in Service 2
(k) Certegy Pension Plan 2
(l) Certegy Special Supplemental Program 3
(m) Company 3
(n) Compensation 3
(o) Disability Retirement Date 3
(p) Early Retirement Date 3
(q) Effective Date 3
(r) Eligible Spouse 3
(s) Equifax 3
(t) ERISA 3
(u) Executive 3
(v) Late Retirement Date 4
(w) Normal Retirement Date 4
(x) Participant 4
(y) Plan Year 4
(z) Plan 4
(aa) Retirement (Retire) 4
(bb) Severance Protection Agreement 4
(cc) Termination Date 4
(dd) Total and Permanent Disability 4
(ee) Vested Participant 4
(ff) Year of Benefit Service 4
(gg) Year of Vesting Service 5
1.2 Construction 5
ARTICLE II PARTICIPATION AND BREAK IN SERVICE 6
2.1 Eligibility for Participation: 6
2.2 Break in Service 6
2.3 Participants Bound 6
2.4 Transfers 6
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TABLE OF CONTENTS
(Continued)
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(a) When Executive Becomes A Participant 6
(b) Accrued Benefit Upon Transfer To A Non-Eligible Status 6
ARTICLE III RETIREMENT AND TERMINATION DATES 8
3.1 Normal Retirement Benefit 8
3.2 Late Retirement Benefit 8
3.3 Early Retirement Benefit 8
3.4 Disability Retirement Benefit 8
3.5 Vested Participant Benefit 9
3.6 Termination Prior to Completion of Ten (10) Years of Vesting
Service 9
3.7 Normal Form of Payment of Accrued Benefit 9
3.8 Optional Forms of Payment 9
(a) Ten Years Certain and Life Annuity Option 9
(b) Joint and Survivor Annuity Option 10
(c) Lump Sum Option 10
3.9 Reduction For Certegy Special Supplemental Program 10
ARTICLE IV PRE-RETIREMENT DEATH BENEFITS 11
(a) Death Prior to Eligibility for Retirement or a Vested
Participant Benefit 11
(b) Death After Attaining Eligibility for Vested Participant
Benefit 11
(c) Death After Attaining Eligibility for Early or Normal
Retirement 11
ARTICLE V ADMINISTRATION 12
5.1 General Duties 12
5.2 Application and Forms For Benefit 12
5.3 Facility of Payment 13
5.4 Company to Furnish Information 13
5.5 Administrator to Furnish Other Information 13
5.6 Claims Procedure 13
ARTICLE VI PLAN FINANCING 14
ARTICLE VII AMENDMENT; TERMINATION; CHANGE IN CONTROL 15
7.1 Amendment 15
7.2 Right to Terminate 15
7.3 Change in Control 15
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TABLE OF CONTENTS
(Continued)
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ARTICLE VIII MISCELLANEOUS 16
8.1 Nonguarantee of Employment 16
8.2 Rights Under Plan 16
8.3 Nonalienation of Benefits 16
8.4 Headings for Convenience Only 16
8.5 Multiple Copies 16
8.6 Governing Law 16
8.7 Taxes 16
8.8 Successor Company 17
APPENDIX A ELIGIBLE PARTICIPANTS 18
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ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.1 Definitions: Where the following words and phrases appear in this Plan, they
shall have the meanings set forth below, unless the context clearly indicates to
the contrary:
(a) Accrued Benefit: Subject to adjustment as hereinafter provided, with
respect to any Participant at any time ("Determination Date"), an annual benefit
payable in the form of a single life annuity, commencing on the Participant's
Normal Retirement Date in an amount equal to fifty percent (50%) of the
Participant's Average Annual Compensation multiplied by a fraction (no greater
than 1), the numerator of which is the Participant's Years of Benefit Service at
the Determination Date and the denominator of which is thirty (30), reduced by
the accrued benefit, or the Actuarial Equivalent of the accrued benefit, which
the Participant is entitled to receive from the Certegy Pension Plan at the
Participant's Normal Retirement Date under this Plan. If a Participant retires
on his Late Retirement Date, the calculation of the Participant's Accrued
Benefit, including the related offsets, shall be made as of the Participant's
Late Retirement Date. The determination of a Participant's Accrued Benefit under
this Section 1.1(a) shall be made by the Administrator in good faith in a
consistent manner with respect to all Participants and its decisions on such
matters shall be binding and conclusive on all parties.
Notwithstanding the foregoing, if a Participant who received a distribution
or distributions following his Termination Date or Retirement is re-employed and
again becomes an active Participant, such Participant's Accrued Benefit, as
computed pursuant to this Section, shall be reduced by the monthly Accrued
Benefit amount that is the Actuarial Equivalent of the distribution(s) made to
the Participant.
(b) Actuarial (or Actuarially) Equivalent:
(i) For purposes of determining the value of a Participant's
Participant Interest under the Certegy Special Supplemental Program
pursuant to Section 3.9, a benefit of equivalent value determined using an
interest rate equal to 7% per annum and the mortality table prescribed by
the Commissioner of Internal Revenue pursuant to Rev. Rul. 95-6 (as
hereafter amended or modified);
(ii) For purposes of determining the amount of a single lump sum
payment under Section 3.8(c), an amount of equivalent value determined
using the following assumptions:
(A) an annual interest rate equal to the "applicable interest
rate" as the Secretary of the Treasury has then prescribed pursuant to
Code Section 417(e)(3)(A)(ii)(II) for the second full calendar month
preceding the first day of the Plan Year during which occurs the date
of payment. This rate is currently equal to the annual rate of
interest on 30-year Treasury securities as published by the
Commissioner of Internal Revenue, and
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(B) the morality table prescribed by the Commissioner of Internal
Revenue pursuant to Rev. Rul. 95-6 (as hereafter amended or modified).
(iii) For purposes of determining the equivalent value of optional
forms of benefits under Sections 3.8(a) and (b), the Actuarial Equivalent
factors shall be the same as those used in the Certegy Pension Plan.
(c) Administrator: The Company and any person or committee designated by
the Company to perform all or any portion of the duties and responsibilities of
the Administrator under the Plan.
(d) Adopting Employer: An employer that, with the consent of the Company,
adopts the Plan for the benefit of one or more of its Executives, in accordance
with such terms and conditions as may be imposed by the Company.
(e) Annual Bonus: The amount awarded an Executive under the Company's
annual incentive bonus program, subject to the provisions and limitations
contained in Section 1.1(n) of the Plan.
(f) Authorized Leave of Absence: Any absence authorized by the Company,
provided that the Participant returns within the period specified in the
Authorized Leave of Absence.
(g) Average Annual Compensation: The applicable annual amount shall be the
average of the Participant's Compensation for the three highest calendar years
during the ten calendar years immediately preceding the Participant's date of
Retirement or death, or Termination Date.
(h) Beneficiary: The person or persons last designated in writing by the
Participant on a form provided by the Administrator to receive benefits under
Sections 3.8(a) or (b) of the Plan in the event of the Participant's death. If
no designation of Beneficiary shall be in effect under Section 3.8(a) at the
time of a Participant's death or if all designated Beneficiaries shall have
predeceased the Participant, then the Beneficiary shall be the Participant's
Eligible Spouse or if there is no such Eligible Spouse, the Participant's estate
or legal representative.
(i) Board: The Board of Directors of Certegy Inc.
(j) Break in Service: A One Year Break in Service, as defined in the
Certegy Pension Plan, which may result in a cancellation of the Participant's
previous Years of Benefit Service as provided in Section 2.2.
(k) Certegy Pension Plan: The tax-qualified retirement plan known as the
Certegy Inc. Pension Plan, as it may be amended from time to time.
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(l) Certegy Special Supplemental Program: The Certegy Inc. Special
Supplemental Executive Retirement Plan and any similar program designed to
replace benefits a Participant was previously entitled to receive under an
equity split-dollar life insurance program.
(m) Company: Company shall mean Certegy Inc. (or its successor or
successors). Affiliated or related employers that are permitted to adopt the
Plan with the consent of the Company shall be known as Adopting Employers. To
the extent required by certain provisions (e.g., determining Average Annual
Compensation and Years of Benefit Service), references to the Company shall
include the Adopting Employer of the Participant.
(n) Compensation: Subject to adjustment as provided in the next sentence,
"Compensation" shall be the Participant's salary and wages for each calendar
year during which he is employed by the Company, and any Annual Bonus paid
during such year. In either case, Compensation shall include any amounts of
salary or Annual Bonus which shall be voluntarily deferred by the Participant
under any salary or bonus deferral or reduction program (whether qualified or
non-qualified) which may be instituted by the Company, but Compensation shall
not include any earnings or Company match on these deferred amounts, or payments
from such programs or payments from any similar salary deferral or bonus
deferral programs, or any income from long-term cash incentive programs, stock
options, restricted stock, restricted stock units or similar grants. A
Participant's Compensation for calendar years prior to the Effective Date during
which he was employed by the Company or a predecessor shall be credited under
this Plan.
(o) Disability Retirement Date: The date of Retirement due to Disability as
specified in Section 3.4.
(p) Early Retirement Date: The first day of the month coincident with or
next following the Participant's (i) attainment of age 55 and completion of five
(5)Years of Vesting Service, or (ii) attainment of at least age 50 where the sum
of the Participant's age and Years of Benefit Service total at least 75.
(q) Effective Date: This Plan is effective November 5, 2003.
(r) Eligible Spouse: The individual to whom a Participant is legally
married on the earlier of his date of benefit commencement or his date of death.
(s) Equifax: Equifax Inc., a Georgia corporation, and the corporation from
which the Company was spun-off on July 3, 2001.
(t) ERISA: The Employee Retirement Income Security Act of 1974, as amended
from time to time.
(u) Executive: Any person who, on or after the Effective Date, (i) is
classified by the Company as an executive of the Company (or an Adopting
Employer), (ii) is receiving remuneration for personal services rendered to the
Company (or an Adopting Employer), and
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(iii) is designated by the Board or Compensation Committee of the Board (as
appropriate) as eligible to participate in the Plan and who is listed on an
Appendix attached hereto.
(v) Late Retirement Date: The date of Retirement subsequent to a
Participant's Normal Retirement Date as specified in Section 3.2.
(w) Normal Retirement Date: The first day of the month following the
Participant's attainment of age 60.
(x) Participant: An Executive participating in the Plan in accordance with
the provisions of Section 2.1.
(y) Plan Year: A twelve (12) month period beginning on January 1 and ending
on December 31.
(z) Plan: The Certegy Inc. Supplemental Executive Retirement Plan, the Plan
set forth herein, as it may be amended from time to time.
(aa) Retirement (Retire): Termination of employment for reason other than
death after a Participant has fulfilled all requirements for Normal Retirement,
Late Retirement, Early Retirement, or Disability Retirement. Retirement shall be
considered as commencing on the day immediately following a Participant's last
day of employment (or Authorized Leave of Absence, if later).
(bb) Severance Protection Agreement: The letter agreement entered into
between the Company and the Participant which provides for the payment of
compensation and benefits to the Participant in the event of the Participant's
termination of employment under certain circumstances following a Change in
Control of the Company (as defined in the Severance Protection Agreement).
(cc) Termination Date: The date of termination of an Executive's employment
with the Company for reasons other than death or Retirement.
(dd) Total and Permanent Disability: The term Total and Permanent
Disability shall have the same meaning as the term "Disabled" as defined in the
Certegy Pension Plan. The determination of Total and Permanent Disability shall
be made by the Administrator in its discretion based upon the information
provided to it.
(ee) Vested Participant: A Participant whose Termination Date occurs after
the completion of at least ten (10) Years of Vesting Service, but prior to
achieving eligibility for Retirement.
(ff) Year of Benefit Service: A Participant shall be credited with one (1)
Year of Benefit Service under the Plan (i) for each Year of Benefit Service with
which the Participant is credited under the Certegy Pension Plan, (ii) if the
Participant was employed by an employer acquired by Certegy or Equifax, for the
Participant's years of service with such
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employer prior to the date of such acquisition (which are not otherwise credited
under the Certegy Pension Plan), determined in the same manner as a Year of
Benefit Service under the Certegy Pension Plan, provided that that there shall
be no duplication in crediting such years of service, and (iii) for any other
years of service designated on an Appendix attached hereto.
(gg) Year of Vesting Service: A Participant shall be credited with one (1)
year of Vesting Service under the Plan (i) for each Year of Vesting Service with
which the Participant is credited under the Certegy Pension Plan, and (ii) for
any other years of service designated on an Appendix attached hereto.
1.2 Construction: The masculine gender, where appearing in the Plan, shall be
deemed to include the feminine gender, and the singular may include the plural,
unless the context clearly indicates to the contrary. The words "hereof,"
"herein," "hereunder" and other similar compounds of the word "here" shall mean
and refer to the entire Plan, not to any particular provision or Section.
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ARTICLE II
PARTICIPATION AND BREAK IN SERVICE
2.1 Eligibility for Participation:
(a) In General - An Executive designated on Appendix A attached hereto
shall become a Participant in this Plan on the later of the Effective Date or
the date designated in Appendix A, subject to the conditions and limitations
provided for herein. A former Participant who is rehired may again become a
Participant upon again being designated as eligible to participate in the Plan.
(b) Special Eligibility - The Board or the Compensation Committee of the
Board may provide on an Appendix for special conditions or limitations with
respect to the participation in the Plan by any Executive designated as eligible
to participate in the Plan.
2.2 Break in Service: Upon Retirement, death or other termination of employment,
a Participant's rights and benefits under the Plan shall be determined in
accordance with his Years of Vesting Service, Years of Benefit Service, Average
Annual Compensation, and other applicable Plan provisions at the time of
termination of employment. If a Participant incurs a Break in Service and is
later rehired by the Company and becomes eligible to participate in the Plan,
his prior Years of Benefit Service shall only be counted for purposes of
determining his Accrued Benefit subsequent to rehire, if (i) at the time of his
Break in Service he had at least ten (10) Years of Vesting Service, qualified
for Early Retirement, or was at least age 60, or (ii) the period of his Break in
Service is less than his prior Years of Vesting Service. If the Participant
received payments from the Plan during his Break in Service period, his Accrued
Benefit shall be adjusted in the manner provided in Section 1.1(a).
2.3 Participants Bound: Each Executive becoming a Participant hereunder shall be
conclusively presumed for all purposes to have consented to this Plan and any
amendments, modifications or revisions hereto, and to all the terms and
conditions thereof, and shall be bound thereby with the same force and effect as
if he had entered into a contract to such effect and any amendments,
modifications or revisions hereto.
2.4 Transfers: The following rules shall apply when an Executive transfers to or
from eligibility for participation in the Plan while an employee of the Company:
(a) When Executive Becomes A Participant: An Executive of the Company who
becomes a Participant under this Plan in accordance with Section 2.1, shall have
his Compensation, Years of Benefit Service and Years of Vesting Service for
periods prior to the date he becomes a Participant in the Plan count for
purposes of this Plan, unless otherwise provided in an Appendix applicable to
such Participant.
(b) Accrued Benefit Upon Transfer To A Non-Eligible Status: If a
Participant becomes ineligible to participate but remains in employment with the
Company, his Accrued
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Benefit under this Plan will be determined as though his becoming ineligible to
participate were a termination of employment, and his Termination Date will be
deemed to be the date of his ineligibility. A Participant shall not be eligible
to receive benefits from this Plan until the Participant terminates employment
with the Company and all affiliated employers. A former Participant's
Compensation and service after the date of transfer shall not be counted for any
purposes under this Plan, unless otherwise provided in an Appendix applicable to
such former Participant.
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ARTICLE III
RETIREMENT AND TERMINATION DATES
3.1 Normal Retirement Benefit: A Participant may retire on his Normal Retirement
Date, on which date he shall be fully vested, and his Accrued Benefit (subject
to reduction as provided in Section 3.9) shall commence as of his Normal
Retirement Date. The Participant's retirement benefit shall be his Accrued
Benefit (subject to reduction as provided in Section 3.9) and shall be payable
in the normal form described in Section 3.7, subject to the right of the
Participant to elect an optional form of payment as provided in Section 3.8.
3.2 Late Retirement Benefit: When permitted by Company policy, a Participant may
continue his employment beyond his Normal Retirement Date and in such event his
Accrued Benefit (subject to reduction as provided in Section 3.9) shall commence
as of the first day of the calendar month coinciding with or next following the
date of his actual Retirement, which shall be his Late Retirement Date. The
Participant's Late Retirement Benefit shall be payable in the normal form
described in Section 3.7, subject to the right of the Participant to elect an
optional form of payment as provided in Section 3.8.
3.3 Early Retirement Benefit: A Participant may retire on or after his Early
Retirement Date and prior to his Normal Retirement Date and be entitled to an
Early Retirement Benefit. If he retires early, the Participant's benefit shall
be equal to his Accrued Benefit (subject to reduction as provided in Section
3.9), payable in the normal form described in Section 3.7 (subject to the right
of the Participant to elect an optional form of payment as provided in Section
3.8) and payment shall commence as of the first day of the calendar month
coinciding with or next following the Participant's Normal Retirement Date. A
Participant may elect to commence his Early Retirement Benefit as of the first
day of the calendar month coinciding with or next following his Retirement, or
as of the first day of any subsequent calendar month which precedes his Normal
Retirement Date. In such event, the Participant's Accrued benefit (subject to
reduction as provided in Section 3.9), payable in the normal form, shall be
reduced five-twelfths of one percent (5/12ths of 1%) for each full month or
portion thereof by which the commencement of the Early Retirement Benefit
precedes the Participant's Normal Retirement Date.
3.4 Disability Retirement Benefit: A Participant who has completed at least five
(5) Years of Vesting Service shall be eligible for a Disability Retirement
Benefit if he retires by reason of Disability and his Disability Retirement Date
shall be the day next following the day on which the Participant is deemed to
have a Total and Permanent Disability as defined in Section 1.1(dd). The amount
of the Participant's Disability Retirement Benefit shall be equal to his Accrued
Benefit as of his Disability Retirement Date. A Disability Retirement Pension
(subject to reduction as provided in Section 3.9) shall commence as of the first
day of the calendar month coinciding with or next following the later of his
attainment of age 55 or his Disability Retirement Date, without adjustment for
commencement prior to his Normal Retirement Date and shall be payable in the
normal form described in Section 3.7 (subject to the right of the Participant to
elect an optional form of payment as provided in Section 3.8).
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3.5 Vested Participant Benefit: A Vested Participant as defined in Section
1.1(ee) shall be entitled to a benefit equal to his Accrued Benefit (subject to
reduction as provided in Section 3.9), payable in the normal form described in
Section 3.7. Payment of such benefit shall commence on the first day of the
calendar month coinciding with or next following the Vested Participant's Normal
Retirement Date, unless the Administrator in its sole discretion provides for an
earlier payment date for any Vested Participant (or Participants), with an
Actuarial Equivalent reduction in the Participant's benefit.
3.6 Termination Prior to Completion of Ten (10) Years of Vesting Service: Except
in the event of a Participant's death, Total and Permanent Disability,
qualifying for Early Retirement, or attainment of his Normal Retirement Date, a
Participant whose Termination Date occurs prior to the completion of ten (10)
Years of Vesting Service shall be entitled to no benefits under this Plan.
3.7 Normal Form of Payment of Accrued Benefit: The normal form of benefit
payment shall be the Participant's Accrued Benefit (subject to reduction as
provided in Section 3.9) divided by 12. Subject to Section 7.3, if the
Participant is single at the date of benefit commencement, the benefit shall be
payable monthly for the life of the Participant with no survivor benefits
payable. Subject to Section 7.3, if the Participant has an Eligible Spouse at
the date of benefit commencement, the normal form of payment shall be a joint
and 50% survivor annuity which is the Actuarial Equivalent of the single life
annuity, with the Eligible Spouse receiving after the Participant's death a
benefit equal to 50% of the monthly benefit the Participant was receiving. A
Participant may elect to receive his Accrued Benefit in one of the optional
forms of payment provided in Section 3.8 below, provided that the Participant's
Eligible Spouse must consent in writing to the election of an optional form of
payment. Any such optional form of payment shall be the Actuarial Equivalent of
the normal form of benefit payment provided for in this Section 3.7. The
Committee may, in its discretion, in circumstances deemed appropriate by the
Committee (including the Participant's financial hardship or a change in
financial circumstances of the Participant), accelerate payments to a
Participant on a basis comparable to the Actuarial Equivalent of the benefit
otherwise payable to the Participant.
3.8 Optional Forms of Payment: In lieu of the normal form of payment of Accrued
Benefit described in Section 3.7, a Participant eligible for a benefit under the
Plan may elect, in accordance with such procedures (including Eligible Spouse
consent) and advance election requirements as the Administrator may establish,
to receive his Accrued Benefit (subject to reduction as provided in Section 3.9)
in any of the optional forms listed below, which shall be the Actuarial
Equivalent of the normal form in Section 3.7:
(a) Ten Years Certain and Life Annuity Option: A monthly income payable for
the life of the Participant, except that payments are guaranteed for 120 months,
regardless of whether the Participant survives such ten-year period. If the
Participant dies before such 120 monthly payments have been made, the
Participant's Beneficiary will receive any remaining guaranteed monthly payments
under this option (a); however, if the Beneficiary of the guaranteed payments
dies after said payments begin but before the 120 monthly guaranteed payments
have been made, the remaining payments will be paid to the estate of such
Beneficiary.
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(b) Joint and Survivor Annuity Option: A monthly income payable for the
life of the Participant with payments continuing after the Participant's death
to the Participant's Beneficiary in an amount equal to 25%, 50%, 75% or 100 %
(according to the election of the Participant) of the monthly income that was
being paid to the Participant. The survivor portion of the benefit is payable to
the Participant's Beneficiary beginning as of the first day of the month
immediately following the Participant's date of death and ending on the last day
of the month coincident with or immediately prior to the Beneficiary's date of
death. If the designated Beneficiary dies before the Participant, no survivor
benefits shall be payable.
(c) Lump Sum Option: The Participant will receive a single lump sum payment
of his Accrued Benefit (subject to reduction as provided in Section 3.9) on the
date elected by the Participant in accordance with procedures established by the
Administrator in an amount equal to the Actuarial Equivalent (as defined in
Section 1.1(c)(ii)) present value of the normal form of payment described in
Section 3.7 above. The Administrator may impose such conditions on the election
of a lump sum payment as it deems necessary or desirable.
3.9 Reduction For Certegy Special Supplemental Program: The annual benefit
payable to the Participant under the Plan shall be reduced as hereinafter
provided by the amount of the Participant's Participant Interest, if any, under
the Certegy Special Supplemental Program. If the Participant terminates
employment on or after the date he qualifies for Early Retirement or Normal
Retirement, the reduction shall be an amount equal to the Participant's
Participant Interest on the date he terminates employment converted into a
single life annuity payable immediately in accordance with the actuarial factors
set forth in Section 1.1(b)(i). If a Participant terminates employment prior to
qualifying for Early Retirement and is entitled to a Vested Participant Benefit
or a Disability Retirement Benefit, the reduction shall be an amount equal to
the Participant's Participant Interest on the date he terminates employment
projected forward at seven percent (7%) interest per anum to the date ("Payment
Date") the Participant commences to receive payments under this Plan and
converted into a single life annuity commencing immediately on the Payment Date
in accordance with the actuarial factors set forth in Section 1.1(b)(i).
If the Participant's Accrued Benefit is payable as a lump sum, the lump sum
amount of the Participant's Participant Interest shall be subtracted on the date
of payment from the present value of the Accrued Benefit determined pursuant to
Section 3.8(c). In the event of the death of a Participant while employed by the
Company, the Participant will not receive any Participant Interest and any
amounts payable pursuant to Article IV will not be subject to reduction under
this Section 3.9.
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ARTICLE IV
PRE-RETIREMENT DEATH BENEFITS
The pre-retirement death benefits payable following the death of a
Participant shall only be payable to an Eligible Spouse and, except as provided
below, shall only be payable with respect to an eligible Participant who is an
employee at the time of his death. Except as otherwise provided herein, if an
Executive (i) has no Eligible Spouse, (ii) has ceased to be an eligible
Participant or (iii) has terminated employment prior to his death, no death
benefit is payable pursuant to this Article IV. The Administrator, in its sole
discretion, may provide for earlier payment or a different form of payment for
any pre-retirement death benefits payable pursuant to this Article IV, provided
that any such payment shall be in an amount comparable to the Actuarial
Equivalent of the benefit otherwise payable to the Eligible Spouse.
(a) Death Prior to Eligibility for Retirement or a Vested Participant
Benefit: No death benefit is provided under this Plan for Participants who die
prior to completing the eligibility requirements for Retirement or a Vested
Participant benefit.
(b) Death After Attaining Eligibility for Vested Participant Benefit: If an
eligible Participant dies while employed by the Company after completing the
requirements for a Vested Participant benefit, the Participant's Eligible Spouse
shall be paid the amount which would have been payable to the Participant had
the Participant terminated employment immediately prior to the date of his death
and survived to his Normal Retirement Date, and had his Accrued Benefit been
payable as a joint and 50% survivor annuity (with the Eligible Spouse as the
designated survivor), with such survivor annuity payments commencing on the
first day of the calendar month coinciding with or next following the date which
would have been the deceased Participant's Normal Retirement Date. The
Participant's Eligible Spouse shall receive the monthly 50% survivor annuity and
the payments shall cease on the Eligible Spouse's death. If the Participant
terminates employment after satisfying the requirements for a Vested Participant
benefit but dies prior to the date his benefit commences, he shall be covered by
the death benefit provisions of this subsection (b).
(c) Death After Attaining Eligibility for Early or Normal Retirement: If a
Participant dies while employed by the Company after completing the eligibility
requirements for Early Retirement or Normal Retirement, the Participant's
Eligible Spouse shall be paid the amount (subject to the reduction for Early
Retirement) which would have been payable to the Participant under this Plan had
the Participant retired immediately prior to the date of his death, and had his
Accrued Benefit payable as a joint and 50% survivor annuity (with the Eligible
Spouse as the designated survivor), with such payments commencing on the first
day of the month following the date of death of the Participant. The
Participant's Eligible Spouse shall receive the monthly 50% survivor annuity
payments and the payments shall cease on the Eligible Spouse's death. If the
Participant terminates employment after satisfying the requirements for Early
Retirement but delays commencement of his benefits, he shall be covered by the
death benefit provisions of this subsection (c) until his benefit payments
commence.
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ARTICLE V
ADMINISTRATION
5.1 General Duties: The Administrator shall enforce and administer the Plan, and
shall have all powers necessary to accomplish those purposes, including, but not
by way of limitation, the following:
(a) to construe and interpret the Plan, decide all questions of eligibility
and determine the amount, manner and time of payment of any benefits hereunder
and to notify the Participant and the Company, where appropriate;
(b) to adopt rules as it deems necessary, desirable or appropriate;
(c) to prescribe procedures to be followed by Participants or Beneficiaries
filing applications for benefits;
(d) to prepare and distribute, in such manner as the Administrator
determines to be appropriate, information explaining the Plan;
(e) to receive from the Company and from Participants such information as
shall be necessary for the Administrator to perform its duties hereunder;
(f) to furnish the Company, upon request, such annual reports as are
reasonable and appropriate with respect to the Administrator's duties hereunder;
(g) to receive, review and keep on file (as it deems convenient or proper)
reports of the receipts and disbursements of the Plan;
(h) to appoint or employ individuals to assist in the administration of its
duties under the Plan and any other agents as it deems advisable, including
legal or actuarial counsel.
The Administrator shall have no power to add to, subtract from, or modify
any of the terms of the Plan, or to change or add to any benefits provided by
the Plan, or to waive or fail to apply any requirements of eligibility for any
benefits under the Plan. The Administrator shall have the exclusive
discretionary authority to construe and to interpret the Plan, to decide all
questions of eligibility for benefits and to determine the amount of such
benefits, and its decisions on such matters are final and conclusive.
5.2 Application and Forms For Benefit: The Administrator may require a
Participant to complete and file with the Administrator an application for
benefits and all other forms approved by the Administrator, and to furnish all
pertinent information requested by the Administrator. The Administrator may rely
upon all such information so furnished it, including the Participant's current
mailing address.
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5.3 Facility of Payment: Whenever, in the Administrator's opinion, a person
entitled to receive any payment of a benefit or installment thereof hereunder is
under a legal disability or is incapacitated in any way so as to be unable to
manage his financial affairs, the Administrator may direct the Company to make
payments to such person or to his legal representative or to a relative or
friend of such person for his benefit, or the Administrator may direct the
Company to apply the payment for the benefit of such person in such manner as
the Administrator considers advisable. Any payment of a benefit or installment
thereof in accordance with the provisions of this Section shall be a complete
discharge of the Administrator of any liability for the selection of such payee
or the making of such payment under the provisions of the Plan.
5.4 Company to Furnish Information: To enable the Administrator to perform its
functions, the Company shall supply full and timely information to the
Administrator of all matters relating to the pay of all Participants, their
Retirement, death or other cause for termination of employment, and such other
pertinent facts as the Administrator may require. When making any determination,
the Administrator shall be entitled to rely upon information furnished by the
Company, legal counsel for the Company, or the actuary.
5.5 Administrator to Furnish Other Information: To the extent not otherwise
provided in the Plan, the Administrator shall be responsible for providing all
notices and information required under ERISA to all Participants.
5.6 Claims Procedure: A Participant who believes that he is entitled to benefits
under the Plan which have not been paid must file a written claim for such
benefits. All claims for benefits shall be in writing and shall be filed with
the Administrator. If the Administrator wholly or partially denies a
Participant's claim for benefits, the Administrator shall give the claimant
written notice within sixty (60) days after the Plan's receipt of the claim
setting forth:
(a) the specific reason(s) for the denial;
(b) specific reference to pertinent Plan provisions on which the denial is
based;
(c) a description of any additional material or information which must be
submitted to perfect the claim, and an explanation of why such material or
information is necessary; and
(d) an explanation of the Plan's claim review procedure.
Each Participant whose claim for benefits has been denied may file a
written request for a review of his claim by the Administrator. The request for
review must be filed by the Participant within 60 days after he received the
written notice denying his claim. The decision of the Administrator will be made
within 60 days after receipt of a request for review and shall be communicated
in writing to the Participant. Such written notice shall set forth the basis for
the Administrator's decision. If there are special circumstances which require
an extension of time for completing the review, the Administrator's decision
shall be rendered not later than 120 days after receipt of a request for review.
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ARTICLE VI
PLAN FINANCING
The benefits provided by this Plan shall be unfunded. All amounts payable
under this Plan to a Participant shall be paid from the general assets of the
Company, and nothing contained in this Plan shall require the Company to set
aside or hold in trust any amounts or assets for the purpose of paying benefits
to Participants. This Plan shall create only a contractual obligation on the
part of the Company and Participants shall have the status of general unsecured
creditors of the Company under the Plan with respect to any obligation of the
Company to pay benefits pursuant hereto. Any funds of the Company available to
pay benefits pursuant to the Plan shall be subject to the claims of general
creditors of the Company, and may be used for any purpose by the Company.
Notwithstanding the preceding paragraph, the Company may at any time
transfer assets to a trust, or purchase insurance or annuity contracts, for
purposes of paying all or any part of its obligations under this Plan
(including, any benefits becoming payable upon a Change in Control of the
Company, as defined in the Severance Protection Agreement). However, to the
extent provided in the trust only, such transferred amounts shall remain subject
to the claims of general creditors of the Company. To the extent that assets are
held in a trust when a Participant's benefits under the Plan become payable, the
Administrator shall direct the trustee to pay such benefits to the Participant
from the assets of the trust.
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ARTICLE VII
AMENDMENT; TERMINATION; CHANGE IN CONTROL
7.1 Amendment: The Company reserves the right to make from time to time any
amendment or amendments to this Plan, provided, however, that no such amendment
shall have the effect of reducing the Accrued Benefit of any Participant as of
the date of such amendment, or eliminate or adversely affect the rights as of
the date of such amendment of any Participants including, without limitation,
the right to earn a vested benefit or the timing or form of payment of benefits
under Article III.
7.2 Right to Terminate: The Company may terminate the Plan at any time by
resolution of the Board. In the event of the termination of the Plan, the rights
of all affected Participants to their Accrued Benefits as of the date of such
termination shall be fully vested and nonforfeitable. No such termination of the
Plan shall have the effect of reducing the Accrued Benefit of any Participant as
of the date of such termination, or eliminating or adversely affecting the
rights of Participants including, without limitation, the timing or form of
benefit payments under Article III.
7.3 Change in Control: In the event of a termination of employment of a
Participant following a Change in Control of the Company (as defined in the
Severance Protection Agreement) in circumstances that would entitle the
Participant to receive compensation and benefits under the Severance Protection
Agreement, the Participant's Accrued Benefit shall immediately become fully
vested and nonforfeitable. The Actuarial Equivalent (determined pursuant to
Section 3.8(c)) of the Participant's Accrued Benefit (subject to reduction as
provided in Section 3.9) shall automatically be payable to the Participant in a
lump sum on the fifth (5th) business day following the Participant's Termination
Date. With respect to any Participant who has Retired or terminated employment
prior to the date of the Change in Control of the Company who is receiving
benefit payments under the Plan, or who is entitled to commence receiving such
benefit payments in the future, the Actuarial Equivalent (determined pursuant to
Section 3.8(c)) of such Participant's Accrued Benefit, subject to reduction as
provided in Section 3.9 (or the remaining unpaid benefits), shall be paid to
such Participant in a lump sum on the thirtieth (30th) day after the date of the
Change in Control of the Company, unless the Participant irrevocably elects
prior to such date (in a manner provided by the Administrator) to continue
receiving his payments in the manner then being paid or to receive his benefits
in the future in the normal form under Section 3.7.
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ARTICLE VIII
MISCELLANEOUS
8.1 Nonguarantee of Employment: Nothing contained in this Plan shall be
construed as a contract of employment between the Company and any Participant,
or as a right of any Participant to be continued in the employment of the
Company, or as a limitation of the right of the Company or an Adopting Employer
to discharge any Participant or Executive, with or without cause.
8.2 Rights Under Plan: No Participant shall have any right to or interest in,
the Plan upon termination of his employment or otherwise, except as provided
from time to time under this Plan, and then only to the extent of the benefits
payable under the Plan to such Participant.
8.3 Nonalienation of Benefits: Benefits payable under this Plan shall not be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, including any such liability which is for alimony or
other payments for the support of a spouse or former spouse, or for any other
relative of the Participant, prior to actually being received by the person
entitled to the benefit under the terms of the Plan; and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to benefits payable hereunder, shall be void. The
Plan shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits hereunder.
8.4 Headings for Convenience Only: The headings and subheadings in this Plan are
inserted for convenience of reference only and are not to be considered in
construction of the provisions hereof.
8.5 Multiple Copies: This Plan may be executed in any number of counterparts,
each of which shall be deemed an original, and the counterparts shall constitute
one and the same with respect to a matter under the Plan, which shall be
sufficiently evidenced by any one thereof.
8.6 Governing Law: This Plan shall be construed and enforced in accordance with
the provisions of ERISA. In the event ERISA is not applicable or does not
preempt state law, the laws of the State of Georgia shall govern.
8.7 Taxes: If the whole or any part of any Participant's Accrued Benefit shall
become liable for the payment of any estate, inheritance, income, or other tax
which the Company shall be required to pay or withhold, the Company shall have
the full power and authority to withhold and pay such tax out of any moneys it
owes to the Participant. The Company shall provide notice to the Participant of
any such withholding. Prior to making any payment, the Company may require such
releases or other documents from any lawful taxing authority as it shall deem
necessary.
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8.8 Successor Company: In the event of the merger, consolidation or
reorganization of the Company, provision may be made by which the Plan will be
continued by the successor; and, in that event, such successor shall be
substituted for the Company under the Plan. The substitution of the successor
shall constitute an assumption of Plan liabilities by the successor and the
successor shall have all of the powers, duties and responsibilities of the
Company under the Plan.
IN WITNESS WHEREOF, the Plan has been executed by the Company to be
effective on the Effective Date.
CERTEGY INC.
By: /s/ Richard D. Gapen
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ANNEX A
TO THE CERTEGY INC. SPECIAL SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
ELIGIBLE PARTICIPANTS
Lee Kennedy
Larry Towe
Michael Vollkommer