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EXHIBIT 10.12
RAYONIER INC. EXCESS SAVINGS
AND DEFERRED COMPENSATION PLAN
(Amended and Restated
Effective September 1, 1995)
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RAYONIER INC. EXCESS SAVINGS AND DEFERRED COMPENSATION PLAN
(Amended and Restated Effective September 1, 1995)
CONTENTS
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SECTION PAGE
ARTICLE I. THE PLAN
1.1 Establishment of the Plan 1
1.2 Purpose 1
ARTICLE II. DEFINITIONS
2.1 Definitions 2
2.2 Gender and Number 5
ARTICLE III. PARTICIPATION
3.1 Eligibility 6
3.2 Commencement 6
3.3 Termination of Eligibility 6
ARTICLE IV. EXCESS SAVINGS AND CONTRIBUTIONS
4.1 Accounts 7
4.2 Base Salary 7
4.3 Bonus Deferral 8
4.4 Excess Matching Company Contribution Account 8
4.5 Excess Retirement Contributions 8
4.6 Adjustment to Accounts 9
4.7 Vesting 9
4.8 Date of Payment 9
4.9 Form of Payment 9
4.10 Death Benefits 10
4.11 Hardship Withdrawals 11
4.12 Change of Control 11
ARTICLE V. RIGHTS OF PARTICIPANTS
5.1 Contractual Obligation 12
5.2 Unsecured Interest 12
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RAYONIER INC. EXCESS SAVINGS AND DEFERRED COMPENSATION PLAN
(Amended and Restated Effective September 1, 1995)
CONTENTS
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SECTION PAGE
ARTICLE VI. ADMINISTRATION
6.1 Administration 13
6.2 Indemnification 13
6.3 Expenses 13
6.4 Tax Withholding 13
6.5 Claims Procedure 14
ARTICLE VII. MISCELLANEOUS
7.1 Nontransferability 16
7.2 Rights Against the Company 16
7.3 Amendment or Termination 16
7.4 Applicable Law 16
7.5 Illegality of Particular Provision 17
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ARTICLE I. THE PLAN
1.1 ESTABLISHMENT OF THE PLAN
Rayonier Inc. heretofore established and presently maintains an unfunded
supplemental retirement plan for eligible salaried Employees, effective as of
March 1, 1994, known as the "Rayonier Inc. Excess Savings Plan" (hereinafter
referred to as the "Plan"). Effective September 1, 1995, the Plan is amended and
restated and shall be known as the "Rayonier Inc. Excess Savings and Deferred
Compensation Plan".
1.2 PURPOSE
The Plan is intended to provide Employees with contributions lost due to
restrictions on defined contribution plans under sections 401(a)(17), 401(k),
401(m), 402(g), and 415 of the Internal Revenue Code of 1986, as amended, which
primarily affect higher-paid Employees. The intent is to provide these Employees
with allocations under this Plan that, when added to such Employees'
contributions under the Rayonier Investment and Savings Plan for Salaried
Employees, will be similar to contributions other Employees can receive under
such plan. Effective September 1, 1995, the Plan is amended to provide Employees
with an opportunity to defer that portion of the Employee's Base Salary in
excess of the qualified plan limitation under section 401(a)(17) of the Internal
Revenue Code of 1986, as amended, which primarily impacts higher-paid Employees.
The Plan is also intended to provide these Employees with the opportunity to
defer all or any portion of bonus otherwise payable for a Plan Year. The Plan is
intended to be an unfunded plan under the Employee Retirement Income Security
Act of 1974, as amended, that is maintained for the purpose of providing
deferred compensation for a select group of management or highly compensated
Employees.
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ARTICLE II. DEFINITIONS
2.1 DEFINITIONS
Capitalized terms used in the Plan shall have the respective meanings set forth
below:
(a) "ACCOUNTS" shall mean a Participant's Excess Savings Account (comprised of
an Excess Basic Savings Account, an Excess Matching Company Contribution
Account, and an Excess Retirement Contribution Account), an Excess Base
Salary Deferral Account, and a Bonus Deferral Account.
(b) "BASE SALARY" shall mean an Employee's compensation from the Company at the
Employee's base rate, determined prior to any election by the Participant
pursuant to section 401(k) or 125 of the Code, excluding any overtime,
bonus, foreign service allowance, or any other form of compensation.
(c) "BASIC SAVINGS" shall have the meaning set forth in the Qualified Plan.
(d) "BENEFICIARY" shall mean the person designated under section 4.10.
(e) "BONUS DEFERRAL" shall mean the amount of annual bonus that the Participant
elects to defer under section 4.3.
(f) "BONUS DEFERRAL ACCOUNT" shall mean the account established for the
Participant on the books of the Company under section 4.1.
(g) "BONUS DEFERRAL AGREEMENT" shall mean a written agreement between the
Company and the Participant to defer all or a portion of the Participant's
annual bonus, as described in section 4.3.
(h) "CHANGE OF CONTROL" shall mean any of the following events-3/4
(1) 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, other
than Rayonier Inc. or an employee benefit plan sponsored by Rayonier
Inc., is the beneficial owner (as the term is defined in Rule 13d-3
under the Act), directly or indirectly, of 20 percent or more of the
total voting power represented by Rayonier Inc.'s then outstanding
Voting Securities (calculated as provided in paragraph (d) of Rule
13d-3 under the Act in the case of rights to acquire Voting
Securities); or
(2) any person, other than Rayonier Inc. or any employee benefit plan
sponsored by Rayonier Inc., shall purchase shares pursuant to a tender
offer or exchange offer to acquire any Voting Securities of Rayonier
Inc. (or securities convertible into such Voting Securities) for cash,
securities, or any other consideration, provided that after
consummation of the offer, the person in
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question is the beneficial owner, directly or indirectly, of 20
percent or more of the total voting power represented by Rayonier
Inc.'s then outstanding Voting Securities (all as calculated under
paragraph (1)); or
(3) the stockholders of Rayonier Inc. shall approve
(A) any consolidation or merger of Rayonier Inc. in which Rayonier
Inc. is not the continuing or surviving corporation (other than a
merger of Rayonier Inc. in which holders of common shares of
Rayonier Inc. immediately prior to the merger have the same
proportionate ownership of common shares of the surviving
corporation immediately after the merger as immediately before),
or pursuant to which common shares of Rayonier, Inc. would be
converted into cash, securities, or other property; 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 Rayonier Inc.; or
(4) there shall have been a change in the composition of the Board of
Directors of Rayonier Inc. at any time during any consecutive
twenty-four month period such that "continuing directors" cease for
any reason to constitute at least a 70 percent majority of the Board.
For purposes of this paragraph (4), "continuing directors" means those
members of the Board who either were directors at the beginning of
such consecutive twenty-four month period or were elected by or on the
nomination or recommendation of at least a 70 percent majority of the
then existing Board.
(i) "CODE" means the Internal Revenue Code of 1986, as amended.
(j) "COMPANY" shall have the meaning set forth in the Qualified Plan.
(k) "EMPLOYEE" shall have the meaning set forth in the Qualified Plan.
(l) "EXCESS BASE SALARY" shall mean that portion of the Employee's Base Salary
that exceeds the annual indexed dollar amount under section 401(a)(17) of
the Code.
(m) "EXCESS BASE SALARY DEFERRAL ACCOUNT" shall mean the account established
for the Participant on the books of the Company under section 4.1.
(n) "EXCESS BASE SALARY DEFERRAL AGREEMENT" means a written agreement between
the Company and the Participant to defer all or a portion of the
Participant's Excess Base Salary, as described in section 4.2(b).
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(o) "EXCESS BASE SALARY DEFERRALS" means the amount of Excess Base Salary that
the Participant elects to defer, as described in section 4.2(b).
(p) "EXCESS BASIC SAVINGS" means those amounts deferred by the Participant
under section 4.2(a).
(q) "EXCESS BASIC SAVINGS ACCOUNT" means an account established for the
Participant on the books of the Company under section 4.1 to which the
Participant's Excess Basic Savings are credited.
(r) "EXCESS BASIC SAVINGS AGREEMENT" means a written agreement between the
Company and the Participant to defer a portion of the Participant's Excess
Base Salary, as described in section 4.2(a).
(s) "EXCESS MATCHING COMPANY CONTRIBUTION" means the amount credited to the
Participant under section 4.4.
(t) "EXCESS MATCHING COMPANY CONTRIBUTION ACCOUNT" shall mean the account
established for the Participant on the books of the Company under section
4.1.
(u) "EXCESS RETIREMENT CONTRIBUTION" means the amount credited to the
Participant under section 4.5.
(v) "EXCESS RETIREMENT CONTRIBUTION ACCOUNT" shall mean the account established
for the Participant on the books of the Company under section 4.1.
(w) "EXCESS SAVINGS ACCOUNT" shall mean an account comprised of an Excess Basic
Savings Account, an Excess Matching Company Contribution Account, and an
Excess Retirement Contribution Account.
(x) "MATCHING COMPANY CONTRIBUTION" shall have the meaning set forth in the
Qualified Plan.
(y) "PARTICIPANT" means an Employee who participates in the Plan pursuant to
Article III.
(z) "PLAN ADMINISTRATOR" means the entity described in Article VI.
(aa) "PLAN YEAR" means the plan year of the Qualified Plan.
(bb) "QUALIFIED PLAN" means the Rayonier Investment and Savings Plan for
Salaried Employees, which is intended to be qualified under section 401(a)
of the Code.
(cc) "RETIREMENT CONTRIBUTION" shall have the meaning set forth in the Qualified
Plan.
(dd) "TERMINATION OF EMPLOYMENT" shall have the meaning set forth in the
Qualified Plan.
(ee) "VALUATION DATE" shall have the meaning set forth in the Qualified Plan.
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2.2 GENDER AND NUMBER
Unless the context clearly requires otherwise, the masculine pronoun whenever
used shall include the feminine and neuter pronoun, and the singular shall
include the plural.
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ARTICLE III. PARTICIPATION
3.1 ELIGIBILITY
Each management Employee or highly compensated Employee who participates in the
Qualified Plan and whose Base Salary exceeds the annual indexed dollar amount
under section 401(a)(17) of the Code shall be eligible to participate in the
Plan; provided, however, that an Employee shall be eligible to participate with
respect to a Plan Year only if the Employee has made the maximum Basic Savings
permitted under the terms of the Qualified Plan for such Plan Year.
3.2 COMMENCEMENT
Each Employee who is a Participant prior to the date of this amended and
restated Plan shall continue to be a Participant on September 1, 1995. Each
other Employee shall become a Participant on the first day of the month
coincident with or next following the date he satisfies the eligibility
requirements. Notwithstanding the foregoing, an Employee participating in the
Plan in 1995 may execute an Excess Base Salary Deferral Agreement and/or a Bonus
Deferral Agreement no later than September 1, 1995, with respect to Excess Base
Salary payable for the remainder of 1995 and/or any bonus payable for 1995.
3.3 TERMINATION OF ELIGIBILITY
An individual shall cease to be a Participant as of the date such individual
ceases to meet all of the requirements of section 3.1 above; provided however,
that benefits accrued as of such date shall not be reduced and shall be paid as
provided herein.
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ARTICLE IV. EXCESS SAVINGS AND CONTRIBUTIONS
4.1 ACCOUNTS
The Company shall establish and maintain as a bookkeeping entry an Excess
Savings Account (with separate bookkeeping entries for the Excess Basic Savings
Account, the Excess Matching Company Contribution Account, and the Excess
Retirement Contribution Account), an Excess Base Salary Deferral Account, and a
Bonus Deferral Account for each Participant. During each Plan Year, the Company
shall credit to the appropriate Account the amounts described in this Article
IV.
4.2 BASE SALARY
(a) EXCESS BASIC SAVINGS. Each Employee described in section 3.1 may enter into
an Excess Basic Savings Agreement with the Company under which the
Participant elects to defer up to 6 percent of the Excess Base Salary that
would otherwise be payable to him each payroll period during each
subsequent Plan Year. Such election shall be irrevocable and shall remain
in effect for such Plan Year and all subsequent Plan Years unless the
Participant, prior to the beginning of a Plan Year, elects to revoke or
amend the Excess Basic Savings Agreement. An Excess Basic Savings Agreement
may be reinstated or amended prior to the beginning of any Plan Year for
Excess Base Salary payable in that Plan Year. Notwithstanding the
foregoing, an Employee who becomes eligible during a Plan Year to
participate in the Plan may execute an Excess Basic Savings Agreement with
respect to unearned Excess Base Salary within 30 days of becoming eligible.
The Company shall credit the Excess Basic Savings to the Participant's
Excess Basic Savings Account as of the payroll period to which the Excess
Basic Savings relates.
(b) EXCESS BASE SALARY DEFERRAL. Each Employee described in section 3.1 may
enter into an Excess Base Salary Deferral Agreement with respect to any
Plan Year in which Excess Base Salary is otherwise payable to the Employee.
Prior to the beginning of such Plan Year, the Employee may elect to defer
all or any portion (but not less than $10,000) of such Excess Base Salary
otherwise payable to him during such Plan Year; provided, however, that
such deferral shall first be reduced by the amount of Excess Basic Savings
contributed under section 4.2(a). Such Excess Base Salary Deferral
Agreement shall remain in effect for such Plan Year and shall be
irrevocable. Notwithstanding the foregoing, an Employee who becomes
eligible during a Plan Year to participate may execute an Excess Base
Salary
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Deferral Agreement with respect to unearned Excess Base Salary within 30
days of becoming eligible. The Company shall credit the Excess Base Salary
Deferral to the Participant's Excess Base Salary Deferral Account as of the
payroll period to which the Excess Base Salary Deferral relates.
4.3 BONUS DEFERRAL
An Employee described in section 3.1 may enter into a Bonus Deferral Agreement
with the Company under which the Participant elects to defer all or any portion
of any bonus (but not less than $10,000) that would otherwise be payable to him
during a Plan Year. Such Bonus Deferral Agreement shall be entered into by the
Participant and the Company on or prior to the December 1 preceding the
beginning of the Plan Year for which services are rendered with respect to the
bonus, shall remain in effect for the Plan Year, and shall be irrevocable;
provided, however, that an election with respect to any bonus payable in 1996
attributable to services rendered in 1995 shall be made no later than September
1, 1995. The Company shall credit the above amounts to the Participant's Bonus
Deferral Account as of the payroll period to which the deferral relates.
4.4 EXCESS MATCHING COMPANY CONTRIBUTION ACCOUNT
During each Plan Year, the Company shall credit to a Participant's Excess
Matching Company Contribution Account an amount that is equal to 60 percent of
Excess Basic Savings for that Plan Year, but in no event more than an amount
equal to 3.6 percent of Excess Base Salary; provided, however that Excess Basic
Savings prior to July 1, 1995 shall be credited with an amount that is equal to
50 percent of Excess Basic Savings (but in no event more than an amount equal to
3 percent of Excess Base Salary). The Excess Matching Company Contribution shall
be credited to the Participant's Excess Matching Company Contribution Account as
of the same date or dates that the Excess Basic Savings are allocated to the
Participant's Excess Basic Savings Account.
4.5 EXCESS RETIREMENT CONTRIBUTIONS
During each Plan Year, the Company shall credit to a Participant's Excess
Retirement Contribution Account an amount that is equal to the difference
between the amount in (a) and the amount in (b) where-3/4
(a) is an amount equal to one-half of one percent of the Participant's Base
Salary for the Plan Year, and
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(b) is an amount equal to the amount of the Retirement Contribution allocated
to the Participant's Account for such Plan Year pursuant to the Qualified
Plan.
The Excess Retirement Contribution shall be credited to the Participant's Excess
Retirement Contribution Account as of the same date or dates that the Retirement
Contribution under the Qualified Plan is actually allocated to the Participant's
Account under the Qualified Plan.
4.6 ADJUSTMENT TO ACCOUNTS
As of each Valuation Date, the Accounts of each Participant shall be credited or
debited on the books of the Company with a gain or loss equal to the adjustment
that would be made if assets equal to the Accounts had been invested in Fund C,
as described in section 6.1 of the Qualified Plan, or in any successor to Fund
C.
4.7 VESTING
Except as provided in section 4.9, a Participant shall have a nonforfeitable
right to amounts credited to the Participant's Accounts.
4.8 DATE OF PAYMENT
A Participant's Excess Savings Account shall be payable upon the Participant's
Termination of Employment. At the time the Participant executes the Excess Base
Salary Deferral Agreement and the Bonus Deferral Agreement, the Participant
shall designate the date upon which the amounts deferred under such agreements
shall become payable. Such amounts may be made payable either before, after, or
upon the Participant's Termination of Employment; provided, however, that,
subject to the provisions of section 4.9, such election shall be irrevocable.
4.9 FORM OF PAYMENT
(a) EXCESS BASE SALARY AND BONUS DEFERRAL. At the time the Participant executes
the Excess Base Salary Deferral Agreement and the Bonus Deferral Agreement,
the Participant shall elect one of the following forms of payment for
amounts credited to the Excess Base Salary Deferral Account and one of the
following forms of payment for amounts credited to the Bonus Deferral
Account:
(1) LUMP SUM. The Participant shall receive a single sum cash payment
equal to the amount credited to such Account.
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(2) INSTALLMENTS. The Participant shall receive the amount credited to
such Account in equal annual installments payable over a period not
exceeding 15 years. Earnings shall continue to be credited on the
unpaid amounts.
In the event the Participant changes any of the foregoing elections prior
to the date of payment or changes the time of payment elected under section
4.8, then, notwithstanding the provisions of section 4.7 and except as
provided in section 4.11, the Participant shall forfeit 6 percent of the
amount otherwise payable to the Participant under such election, and such
forfeited amount shall cease to be an obligation of the Company and the
Plan.
(b) EXCESS SAVINGS ACCOUNT. Within 30 days after becoming a Participant, the
Participant shall execute an Excess Basic Savings Agreement and elect one
of the following forms of payment for amounts credited to the Excess
Savings Account:
(1) LUMP SUM. The Participant shall receive a single sum cash payment
equal to the amount credited to the Excess Savings Account.
(2) INSTALLMENTS. The Participant shall receive the amount credited to the
Excess Savings Account in equal annual installments payable over a
period not exceeding 15 years. Earnings shall continue to be credited
on the unpaid amounts.
In the event the Participant changes the foregoing election prior to the
date of payment, then, notwithstanding the provisions of section 4.7 and
except as provided in section 4.11, the Participant shall forfeit 6 percent
of the amount otherwise payable to the Participant under such election,
such forfeited amount shall cease to be an obligation of the Company and
the Plan, and no subsequent changes may be made by the Participant.
(c) PARTICIPANTS PRIOR TO SEPTEMBER 1, 1995. A Participant in the Plan prior to
September 1, 1995 shall make an election as to form of payment with respect
to deferrals credited to his Accounts as of that date no later than
September 1, 1995.
4.10 DEATH BENEFITS
At the time the Participant executes the Excess Basic Savings Agreement, the
Excess Savings Account election, the Excess Base Salary Deferral Agreement, and
the Bonus Deferral Agreement, the Participant shall designate a Beneficiary to
receive death benefits payable under this section 4.10. In the event of the
death of the Participant prior to full payment of amounts credited to the
Participant's Accounts, the unpaid amounts shall be paid as soon as practicable
in a single sum cash payment to the
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Beneficiary. If no Beneficiary is designated or if no Beneficiary survives the
Participant, the Participant's surviving spouse or, in the case of an unmarried
Participant, the designated Beneficiary under the Rayonier Salaried Life
Insurance Plan shall be the Beneficiary. In the event that no spouse survives
the Participant or, in the case of an unmarried Participant, that the life
insurance benefits have been assigned or that no Beneficiary has been designated
under the Rayonier Salaried Life Insurance Plan, the Beneficiary shall be the
Participant's estate.
4.11 HARDSHIP WITHDRAWALS
Notwithstanding the provisions of section 4.9, a Participant may, prior to the
date payment of his Accounts is otherwise to be made, request a financial
hardship withdrawal from any of his Accounts. A hardship withdrawal shall be
available only upon a determination by the Company's Senior Vice President,
Human Resources, that the Participant has suffered a severe and unanticipated
emergency caused by an event that is beyond the control of the Participant. The
amount of the withdrawal shall be limited to the amount necessary to satisfy the
hardship. The Company's Senior Vice President, Human Resources, shall examine
all relevant facts and circumstances to determine whether the Participant has a
financial hardship and may require a Participant to submit any and all
documentation that he deems necessary to substantiate the existence of a
financial hardship.
4.12 CHANGE OF CONTROL
Notwithstanding the provisions of sections 4.8 and 4.9, upon the occurrence of a
Change of Control, a Participant shall receive a single sum cash payment equal
to the amount credited to the Participant's Accounts.
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ARTICLE V. RIGHTS OF PARTICIPANTS
5.1 CONTRACTUAL OBLIGATION
It is intended that the Company is under a contractual obligation to make
payments under this Plan when due. The benefits under this Plan shall be paid
out of the general assets of the Company.
5.2 UNSECURED INTEREST
No special or separate fund shall be established and no segregation of assets
shall be made to assure the payment of benefits hereunder. No Participant
hereunder shall have any right, title, or interest whatsoever in any specific
asset of the Company. Nothing contained in this Plan and no action taken
pursuant to its provisions shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Company and a Participant or any
other person. To the extent that any person acquires a right to receive payments
under this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Company.
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ARTICLE VI. ADMINISTRATION
6.1 ADMINISTRATION
The Plan shall be administered by the Company as Plan Administrator. The Plan
Administrator may appoint one or more individuals and delegate such of its
powers and duties described herein as it deems desirable to any such individual,
in which case every reference herein made to the Plan Administrator shall be
deemed to mean or include the individuals as to matters within their
jurisdiction; provided, however, that in the absence of any contrary appointment
or delegation, the authority, powers, and duties herein shall be assigned to the
Company's Senior Vice President, Human Resources. The Plan Administrator shall,
in its sole discretion, be authorized to construe and interpret all provisions
of the Plan, to adopt rules and practices concerning the administration of the
same, and to make any determinations and calculations necessary or appropriate
hereunder. The determination of the Plan Administrator as to any disputed
question arising under this Plan, including questions of construction and
interpretation, shall be final, binding, and conclusive on all persons.
6.2 INDEMNIFICATION
To the extent permitted by law, all agents and representatives of the Plan
Administrator shall be indemnified by the Company and saved harmless against any
claims, and the expenses of defending against such claims, resulting from any
action or conduct relating to the administration of the Plan, except claims
arising from gross negligence, willful neglect, or willful misconduct.
6.3 EXPENSES
The cost of benefit payments from this Plan and the expenses of administering
the Plan shall be borne by the Company.
6.4 TAX WITHHOLDING
The Company may withhold from a payment any federal, state, or local taxes
required by law to be withheld with respect to such payment and such sums as the
Company may reasonably estimate are necessary to cover any taxes for which the
Company may be liable and which may be assessed with regard to such payment.
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6.5 CLAIMS PROCEDURE
(a) SUBMISSION OF CLAIMS. Claims for benefits under the Plan shall be submitted
in writing to the Plan Administrator or to an individual designated by the
Plan Administrator 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-3/4
(1) the specific reason or reasons for the denial;
(2) specific reference to pertinent Plan provisions on which the denial is
based;
(3) 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
(4) 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 if 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 represen- tative
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
Plan Administrator, and may review pertinent documents and submit issues
and comments in writing within such 60-day period.
Not later than 60 days after receipt of the request for review, the Plan
Administrator 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 Plan Administrator 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.
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(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.
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ARTICLE VII. MISCELLANEOUS
7.1 NONTRANSFERABILITY
In no event shall the Company make any payment under this Plan to any assignee
or creditor of a Participant or of a Beneficiary, except as otherwise required
by law. Prior to the time of a payment hereunder, a Participant or a Beneficiary
shall have no rights by way of anticipation or otherwise to assign or otherwise
dispose of any interest under this Plan, nor shall rights be assigned or
transferred by operation of law.
7.2 RIGHTS AGAINST THE COMPANY
Neither the establishment of the Plan, nor any modification thereof, nor any
payments hereunder, shall be construed to give any Participant the right to be
retained in the employ of the Company or to interfere with the right of the
Company to discharge the Participant at any time.
7.3 AMENDMENT OR TERMINATION
The Plan may be amended, modified, or terminated at any time by the Company
except that, without the consent of any Participant or Beneficiary, if
applicable, no such amendment, modification, or termination shall reduce or
diminish such person's right to receive any benefit accrued hereunder prior to
the date of such amendment, modification, or termination. Notice of such
amendment, modification, or termination shall be given in writing to each
Participant and Beneficiary of a deceased Participant having an interest in the
Plan.
7.4 APPLICABLE LAW
This instrument shall be binding on all successors and assignees of the Company
and shall be construed in accordance with and governed by the laws of the State
of Connecticut, subject to the provisions of all applicable Federal laws.
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7.5 ILLEGALITY OF PARTICULAR PROVISION
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.
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IN WITNESS WHEREOF, Rayonier Inc. has caused this instrument to be executed,
effective September 1, 1995, on this 29'th day of August, 1995.
RAYONIER, INC.
ATTEST:
By John P. O'Grady
By Mazie L. Williams
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