EXHIBIT 4.3
GENERAL DYNAMICS CORPORATION
SUPPLEMENTAL SAVINGS AND
STOCK INVESTMENT PLAN
Amended and Restated Effective
August 1, 2003
GENERAL DYNAMICS CORPORATION
SUPPLEMENTAL SAVINGS AND
STOCK INVESTMENT PLAN
TABLE OF CONTENTS
SECTION 1 Introduction and Plan History..........................................................3
SECTION 2 Definitions......................................................................4
SECTION 3 Supplemental Benefits Due to Limitations
Under Defined Contribution Plans.................................................6
SECTION 4 Special Supplemental Benefits....................................................8
SECTION 5 Miscellaneous Provisions.........................................................9
SECTION 6 Amendment and Termination of Plan...............................................11
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SECTION 1
INTRODUCTION AND PLAN HISTORY
1.1 Introduction. This Plan is maintained so as to strengthen the ability of the
Corporation and its Subsidiaries to attract and retain persons of outstanding
competence upon which, in large measure, continued growth and profitability
depend.
The Plan is intended to supplement benefits that may be provided under certain
Defined Contribution Plans of the Corporation and its Subsidiaries.
The Plan is intended to be an unfunded deferred compensation plan for a select
group of management or highly compensated employees within the meanings of
Sections 201(2), 301(a)(3) and 401(a)(4) of ERISA and shall be construed and
interpreted accordingly.
1.2 Effective Date. This Plan was established effective January 1, 1983, and
previously amended and restated as of January 1, 1987, and again as of January
1, 1998. The effective date of the amendment and restatement of the Plan as set
forth herein is August 1, 2003, except as otherwise provided in the Plan or an
Appendix attached to this document.
1.3 Plan Appendices. From time to time, the Corporation may adopt Appendices to
the Plan for the purpose of setting forth specific provisions or providing
documentation necessary to determine benefits under the Plan for certain
Employee groups. Each such Appendix shall be attached to and form a part of the
Plan. Each such Appendix shall specify the population to which it applies and
shall supercede the provisions of the Plan document to the extent necessary to
eliminate any inconsistencies between the Plan document and such Appendix.
1.4 Prior Provisions. The provisions of this Plan shall apply only to Employees
who shall terminate active employment on or after the effective date of this
Plan. Employees, prior to August 1, 2003, who continue in active employment
after August 1, 2003, shall continue to maintain their rights and benefits
hereunder. The rights and benefits, if any, of an Employee who terminates active
employment prior to August 1, 2003 (including Employees who were on layoff or
were otherwise absent from service as of August 1, 2003 and who do not return to
active employment prior to their respective severance from service dates), shall
be determined in accordance with the provisions of the Plan as it was in effect
on the date of such termination from active employment except as specifically
provided herein. The rules of Section 5, as amended and restated herein, shall
apply to each Employee regardless of the time of his or her termination of
active employment.
SECTION 2
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DEFINITIONS
Where the following words and phrases appear in the Plan, they shall have the
respective meanings set forth below, unless the context clearly indicates to the
contrary. Some of the words and phrases used in the Plan are not defined in this
Section 2, but, for convenience, are defined as they are introduced into the
text.
2.1 Change of Control shall mean a change of control as that term is
defined in the Corporation's Second Amended and Restated 1997 Incentive
Compensation Plan, as amended from time to time.
2.2 Code shall mean the Internal Revenue Code of 1986, as amended from time
to time.
2.3 Company Contributions shall mean amounts contributed to a Defined
Contribution Plan by the Corporation or its Subsidiaries which are
determined with reference to amounts of Salary Deferrals -- i.e., only
matching contributions count as Company Contributions.
2.4 Corporation or Company shall mean General Dynamics Corporation, a
Delaware corporation, and any successor thereof.
2.5 Defined Contribution Plan or DC Plan shall mean the General Dynamics
Corporation Savings and Stock Investment Plan and such other plans as
may be set forth in a Special Appendix hereto from time to time;
provided that such a plan is qualified under Section 401(a) of the Code
and provides for an individual account for each covered Employee and
for benefits based solely upon the amount contributed to the Employee's
account, and any income, expenses, gains and losses, and any other
amounts which may be allocated to such account.
2.6 Employee shall mean any person who is regularly employed as a
full-time, salaried employee by the Corporation or its Subsidiaries,
and who is not covered by a collective bargaining agreement.
Individuals not initially treated and classified by the Corporation as
common-law employees, including, but not limited to, leased employees,
independent contractors or any other contract employees, shall be
excluded from participation irrespective of whether a court,
administrative agency or other entity determines that such individuals
are common-law employees.
2.7 ERISA shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time.
2.8 Participant shall mean an Employee who satisfies the eligibility
criteria described at Section 3.1.
2.9 Plan shall mean the General Dynamics Corporation Supplemental Savings
and Stock Investment Plan established January 1, 1983, and amended and
restated as set forth herein, as it shall be amended from time to time,
and its Appendices.
2.10 Prior Plan shall mean the General Dynamics Corporation Supplemental
Savings and Stock Investment Plan as it existed prior to this
restatement.
2.11 Salary Deferrals shall mean pre-tax salary deferrals made by an
Employee to a Defined Contribution Plan.
2.12 Subsidiary shall mean any corporation of which the Corporation owns,
directly or indirectly, fifty percent (50%) or more of the outstanding
voting stock.
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SECTION 3
SUPPLEMENTAL BENEFITS DUE TO LIMITATIONS
UNDER DEFINED CONTRIBUTION PLANS
3.1 Participation. Eligibility for participation in any benefits provided
under this Section 3 shall be extended to selected Employees (a) whose
Salary Deferrals to a Defined Contribution Plan are restricted due to
any of the limitations described in Section 3.2(a) hereof; and (b) who
belong to a group listed in Appendix A and were effective as of the
date specified therein. The selection of such Employees to become
Participants in the Plan shall be in the sole discretion of the
Company, and participation may be limited to such otherwise eligible
Employees as the Company shall determine by the application of minimum
compensation levels or otherwise.
3.2 Benefits. An account shall be established on behalf of a Participant
entitled to any benefits hereunder. Any amounts accrued for the benefit
of a Participant under the Prior Plan shall remain credited to such
accounts. Such account shall be credited with an amount equal to (a)
minus (b), as follows:
(a) As of each accounting date, the amount of Salary Deferrals and
Company Contributions that would have been credited to the
benefit of a Participant under the various Defined
Contributions Plans in which the Participant participates if
no limitations were imposed (i) under Code Sections
401(a)(17), 402(g), 415 or any other section of the Code or
(ii) by the administrator in order to assure compliance with
the actual deferral percentage and actual contribution
percentage requirements of the DC Plans. Salary Deferrals
credited to a Participant under this Section 3.2(a) shall be
credited pursuant to an election by the Participant to defer
the receipt of the appropriate portion of his/her
compensation, and the Company shall deem the Participant's
Salary Deferral election under the applicable DC Plan to be
the election for this Plan.
(b) The amount of Salary Deferrals and Company Contributions
actually credited to the benefit of the Participant under the
applicable Defined Contribution Plans.
The Participant's account shall be adjusted to reflect investment gain
or loss on any balance in the account as of the close of the
immediately preceding accounting date. The adjustment shall be the same
as what would actually have been recognized if the account had been
invested in the Defined Contribution Plan under the investment options
actually selected by the Participant thereunder.
An "accounting date" is each day on which the financial markets are
open for business.
No amount shall be credited to any account maintained pursuant to this
Section 3.2 for any pay period in which a Participant does not make the
maximum Salary Deferral with respect to which a Company Contribution is
matched as permitted under the applicable Defined Contribution Plan
(taking into account those limits set forth in Section 3.2(a)).
Notwithstanding anything to the contrary, this paragraph shall not
apply to any "catch-up" contributions under any Defined Contribution
Plan that are permitted by the Economic Growth and Tax Relief
Reconciliation Act of 2001 -- i.e., the Participant is not required to
make such "catch-up" contributions in order to receive credits to
his/her account under this Plan. Notwithstanding anything to the
contrary, in the event that a Participant is prevented from making the
maximum Salary Deferral permitted under the applicable Defined
Contribution Plan because of the application of one or more of the
rules described in Section 3.2(a), the Company may nevertheless permit
such Participant to receive credits to his/her account under this Plan
to the extent and in the manner that the Company shall determine in its
sole discretion.
3.3 Payment and Nonforfeitability of Benefits and Maintenance of Accounts.
Except as otherwise provided in this Plan, all benefits accrued
hereunder shall vest and be paid under the same conditions, rules and
restrictions as would apply to the benefits as if they were provided
under the last Defined Contribution Plan in which the Participant
actually participated. The following rules shall apply notwithstanding
the conditions, rules and restrictions of such Defined Contribution
Plan:
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(a) If a Participant makes an investment fund transfer or
investment option change pursuant to the provisions of a DC
Plan, the identical investment fund transfer or investment
option change shall be performed in this Plan but no such
transfer or change shall be permitted in this Plan unless made
in the DC Plan. Notwithstanding the foregoing, the Corporation
may, in its discretion, approve transfers or changes in this
Plan where no transfer or change is possible in the DC Plan
due to loans and withdrawals.
(b) Participants shall not be entitled to receive distributions or
loans or to make withdrawals of any portion of their account
balances while employed by the Corporation or any of its
Subsidiaries.
(c) Upon termination of employment with the Corporation and its
Subsidiaries, the entire nonforfeitable balance of a
Participant's account (valued as of the accounting date
coincident with or immediately preceding the date of payment)
shall be paid to the Participant as soon as administratively
practicable. However, any Participant may, by a written
statement (including internet and telephone methods approved
by the Company for this purpose) filed with the Corporation or
its delegated agent on or before one year prior to the
termination of employment, irrevocably elect to defer
commencement of such payments until a specific date which may
be as late as the Participant attaining age 70 1/2. If
deferral is elected, the Participant may choose to have the
account balance subsequently paid in a lump sum or in such
number of equal annual installments as he/she may request
(which will commence as soon as practicable after the
conclusion of the deferral period and will be payable annually
thereafter). To the extent consistent with the above
requirements, deferrals and installment payments of
distributions shall be governed by the applicable provisions
of the DC Plan.
(d) All account balances shall be paid in cash. No Participant
shall have any right to receive payment in any other form.
(e) Upon the death of a Participant prior to the entire balance of
the Participant's account having been paid, the entire unpaid
balance shall be payable to the Participant's beneficiary as
determined under the DC Plan in which the Participant was last
actually participating.
(f) In the event that a Subsidiary ceases to meet the definition
of Subsidiary (e.g., on account of a sale of its stock to a
third party), or an unincorporated business unit ceases to be
owned by the Company or a Subsidiary, such cessation shall
not, by itself, be treated as a termination of employment by
the Participants employed by such Subsidiary or business unit
unless the Company shall so determine. In those circumstances,
the Company may also determine whether the account balances of
Participants employed by such Subsidiary or business unit will
be vested or distributed.
The Corporation shall promulgate such other additional rules and
procedures governing the operation of this Plan as it may, from time to
time and in its sole discretion, determine are necessary or desirable.
SECTION 4
SPECIAL SUPPLEMENTAL BENEFITS
4.1 Participation. Recognizing the need to make special retirement and
other compensation or employee benefit provisions for certain
Employees, the Corporation may, from time to time and in its best
judgment, designate such other individual Employees or groups of select
management or highly compensated Employees as being eligible to receive
benefits under this Plan. Any such Employees or groups of Employees,
and the benefits applicable to them, will be described in the
Appendices attached to this Plan.
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4.2 Benefits. Such supplemental benefits may be provided in such amounts as
the Corporation determines are appropriate. Such benefits need not be
uniform among such Employees.
SECTION 5
MISCELLANEOUS PROVISIONS
5.1 Construction. In the construction of the Plan the masculine shall
include the feminine and the singular the plural in all cases where
such meanings would be appropriate. Except as may be governed by ERISA
or other applicable federal law, this Plan shall be construed,
governed, regulated and administered according to the laws of the
Commonwealth of Virginia.
5.2 Employment. Participation in the Plan shall not give any Employee the
right to be retained in the employ of the Corporation or its
Subsidiaries, or upon dismissal or upon his/her voluntary termination
of employment, to have any right, legal or equitable, under the Plan or
any portion thereof, except as expressly granted by the Plan.
5.3 Nonalienability of Benefits. No benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance or charge, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same
shall be void, and no such benefit shall in any manner be liable for or
subject to the debts, liabilities, engagements or torts of the person
entitled to such benefit, except as specifically provided in the Plan.
5.4 Facility of Payment. If any recipient of benefits is, in the judgment
of the Corporation, legally incapable of personally receiving and
giving a valid receipt for any payment due him/her under the Plan, the
Corporation may, unless and until claims shall have been made by a duly
appointed guardian or committee of such person, make such payment or
any part thereof to such person's spouse, children or other legal
entity deemed by the Corporation to have incurred expenses or assumed
responsibility for the expenses of such person. Any payment so made
shall be a complete discharge of any liability under the Plan for such
payment.
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5.5 Obligation to Pay Amounts Hereunder.
(a) No trust fund, escrow account or other segregation of assets
need be established or made by the Corporation to guarantee,
secure or assure the payment of any amount payable hereunder.
The Corporation's obligation to make payments pursuant to this
Plan shall constitute only a general contractual liability of
the Corporation to individuals entitled to benefits hereunder
and other actual or possible payees hereunder in accordance
with the terms hereof. Payments hereunder shall be made only
from such funds of the Corporation as it shall determine, and
no individual entitled to benefits hereunder shall have any
interest in any particular asset of the Corporation by reason
of the existence of this Plan. It is expressly understood as a
condition for receipt of any benefits under this Plan, that
the Corporation is not obligated to create a trust fund or
escrow account, or to segregate any asset of the Corporation
in any fashion.
(b) The Corporation may, in its sole discretion, establish
segregated funds, escrow accounts or trust funds whose primary
purpose would be for the provision of benefits under this
Plan. If such funds or accounts are established, however,
individuals entitled to benefits hereunder shall not have any
identifiable interest in any such funds or accounts nor shall
such individuals be entitled to any preference or priority
with respect to the assets of such funds or accounts. These
funds and accounts would still be available to judgment
creditors of the Corporation and to all creditors in the event
of the Corporation's insolvency or bankruptcy.
5.6 Administration. The Plan shall be administered by the Company. The
Company shall have the discretionary authority to construe and
interpret the provisions of the Plan and make factual determinations
thereunder, including the power to determine the rights or eligibility
of Employees or Participants and any other persons, and the amounts of
their benefits under the Plan, and to remedy ambiguities,
inconsistencies or omissions, and any such determinations shall be
binding on all parties. Benefits will only be paid if the Company, in
its sole discretion, determines that the Participant or beneficiary is
entitled to them.
The Company has the authority to delegate any of its powers under this
Plan (including, without limitation, Section 5.7) to any other person,
persons, or committee. This person, persons, or committee may further
delegate its reserved powers to another person, persons, or committee
as they see fit. Any delegation or subsequent delegation shall include
the same full, final and discretionary authority that the Company has
listed herein and any decisions, actions or interpretations made by any
delegate shall have the same ultimate binding effect as if made by the
Company.
5.7 Claims Appeal Procedure. Upon receipt of a claim for benefits under the
Plan, the Company shall notify the Participant, the Participant's
beneficiary or authorized representative of any action taken within 90
days of receiving the claim. If the claim is denied, the denial shall
be set forth in writing and shall include the specific reasons for the
denial, with reference to pertinent Plan provisions on which the denial
is based, and shall describe the procedure for perfecting the claim, or
for requesting a review of the denial. Within 60 days after receiving a
notification of denial of a claim, a Participant or the Participant's
beneficiary or authorized representative may request that the Company
make a full and fair review of the denial. In connection with this
request, the Participant may review pertinent documents and submit
issues or comments in writing. The Company will make a final decision
on the claim within 120 days of the request for review. Any decision
made by the Company in good faith shall be final and binding on all
parties.
5.8 Change of Control. Notwithstanding any provision herein to the
contrary, immediately prior to the occurrence of a Change of Control,
all allocations made to accounts of Participants who are then active
Employees, shall become fully vested and nonforfeitable.
5.9 Action by Corporation. Any action or authorization by the Corporation
hereunder shall be made by the Chairman of the Board or the Board of
Directors, or any delegate of either.
SECTION 6
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AMENDMENT AND TERMINATION OF THE PLAN
6.1 Amendment. The Chairman of the Board of Directors of the Corporation
has the right to modify or amend this Plan in whole or in part,
effective as of any specified date; provided, however, that the
Chairman shall have no authority to modify or amend the Plan to:
(a) reduce any benefit accrued hereunder based on service and
compensation to the date of amendment unless such action is
necessary to prevent this Plan from being subject to any
provision of Title 1, Subtitle B, Parts 2, 3 or 4 of ERISA;
(b) permit the accrual, holding or payment of actual shares of
common stock of the Corporation under the Plan (such right to
amend being reserved to the Board of Directors of the
Corporation or its delegate); or
(c) adversely affect any accrued benefits hereunder (and any
benefits that will accrue upon a Change of Control) and any
rights attaching thereto after or in anticipation of the
occurrence of a Change of Control.
No benefit hereunder shall be deemed to be adversely affected or
otherwise reduced to the extent that any amendment or action affects
the tax treatment of Plan benefits or an interest in future investment
returns.
6.2 Termination.
(a) The Chairman of the Board of Directors of the Corporation, or
his or her delegate, reserves the right to terminate this
Plan, in whole or in part. This Plan shall be automatically
terminated upon a dissolution of the Corporation (but not upon
a merger, consolidation, reorganization, recapitalization or
acquisition of a controlling interest in the voting stock of
the Corporation by another person or entity); upon the
Corporation being legally adjudicated bankrupt; upon the
appointment of a receiver or trustee in bankruptcy with
respect to the Corporation's assets and business if such
appointment is not set aside within ninety (90) days
thereafter; or upon the making by the Corporation of an
assignment for the benefit of creditors.
(b) Upon a termination of this Plan no additional Employees shall
become entitled to benefits hereunder; all benefits accrued
through the date of termination will become immediately
nonforfeitable as to each Participant; no additional benefits
(except that the Corporation, in its sole discretion, may
provide for an allocation of "income" or "earnings" on the
Participant's contributions) shall be accrued hereunder for
subsequent payment and all benefits accrued to date shall be
distributed to the Participants as soon as practicable.
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IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing, General Dynamics Corporation, a Delaware corporation, as the
Employer, and these presents to be duly executed by its proper officer thereunto
duly authorized this 11th day of August, 2003.
GENERAL DYNAMICS CORPORATION
By: /s/ WALTER M. OLIVER
-----------------------------------------
Walter M. Oliver
Senior Vice President -- Human Resources and Administration
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APPENDIX A
All subsidiaries/groups herein may be subsequently renamed or reorganized into
new groups.
Subsidiary/Group Effective Date
- ---------------- --------------
General Dynamics Armament Systems, Inc. February 1, 1997-- June 13, 2002
General Dynamics Armament and Technical Products, Inc. June 14, 2002
General Dynamics Defense Systems, Inc. February 1, 1997-- December 31, 2002
General Dynamics Corporation April 1, 1997
American Overseas Marine Corporation (and all affiliates)
Bath Iron Works Corporation
Corporate Office Electric Boat Corporation
Freeman Energy Corporation
General Dynamics Land Systems Inc.
Material Service Corporation
General Dynamics Advanced Technology Systems, Inc.
(professional and management Employees) October 1, 1997-- December 31, 2002
General Dynamics Information Systems, Inc. January 1, 1998-- December 31, 2002
General Dynamics Shared Resources, Inc. March 15, 1998
Computer Systems & Communications Corporation September 8, 1998-- December 31, 2002
itInternational Telecom USA, Inc. aka Caldwell
Cable Ventures, Inc. (non-represented Employees) January 1, 1999-- December 31, 2002
BIW-LLTF, LLC June 7, 1999
General Dynamics Government Systems Corporation October 1, 1999-- December 31, 2002
Communication Systems
General Dynamics Electronic Systems
Worldwide Telecommunication Systems
Gulfstream Aerospace Corporation November 1, 1999
AV Technology, LLC January 1, 2000
Interactive Television Company April 1, 2000
General Dynamics Support Services Company August 21, 2000
General Dynamics Decision Systems, Inc. January 1, 2002
General Dynamics Advanced Information Systems, Inc. January 1, 2003
General Dynamics C4 Systems, Inc. January 1, 2003
General Dynamics Network Systems, Inc. January 1, 2003
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APPENDIX B
Special Supplement under Section 4 applicable to Bath Iron Works Corporation
Notwithstanding the requirement under Section 3.2 that a Participant
must contribute the maximum amount of matched Salary Deferrals,
Participants who are Employees of Bath Iron Works Corporation who are
not eligible for a Company Contribution under the applicable DC Plan
may nonetheless be credited benefits under Section 3.2 of the Plan with
respect to Salary Deferrals up to the maximum percentage as may be
established by the Company from time to time.
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APPENDIX C
Special Supplement under Section 4 applicable to General Dynamics Decision
Systems, Inc.
The first sentence of Section 3.3(a) shall not apply to any Participant
who is an Employee of General Dynamics Decision Systems, Inc. All
investment fund transfers or investment option changes under this Plan
for such Participants must be made affirmatively and separately from
any such changes under any DC Plan. This Appendix C shall no longer be
effective (i.e., the first sentence of Section 3.3(a) shall apply to
Decision Systems Participants) once the Company moves the recordkeeping
function of the Decision Systems portion of the SSIP to the Hewitt
Associates recordkeeping system (anticipated to be in March 2004).
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